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Special District Financing & Administration; 2007-01-31;
AMENDMENT NO. 2 TO AGREEMENT FOR CONSULTING AND ADMINISTRATION SERVICES FOR COMMUNITY FACILITIES DISTRICT NO. 1 (Special District Financing & Administration) This Amendment No. 2 is entered into and effective as of the _ G*T*- day of \A . 2009, amending the agreement dated January 31, 2007 (the "Agfsfemenf) y affflbetween the City of Carlsbad, a municipal corporation, ("City"), and Special District Financing & Administration ("Contractor"). RECITALS A. The Parties desire to extend and amend the original contract dated January 31, 2007 for a period of one year from the date first above written; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed $65,000. Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by January 31, 2010. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR *By (print name/title) (e-mail address) (sign here) (print name/title) (e-mail address) fcipalCITY OF corporati By: LORI^AINE M. V\700D City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President 'Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney DeptrtyCity Attorney City Attorney Approved Version #05.22.01 Exhibit A SCOPE OF SERVICES The following overviews the proposed work program and summarizes the steps required to perform such services The services were organized to adhere to the Scope of Work section of the Request for Proposal TASK 1: ESTIMATE FUTURE GROWTH FOR CASH FORECASTING PURPOSES • Obtain sample parcel data on Local Facility Management Zones ("LFMZs") and building permit issuance data from Management Information System Department (MIS Department). • Update sample LFMZ data on vacant or under-developed parcels by adding status of development, projected development by type (residential, commercial, industrial), and the calculation of projected equivalent dwelling units (EDUs) in accordance with the requirements of the GIS Department. • Update CFD database -with new Assessor parcel numbers, transferring and checking general plan land use and net assessable acreage data, adding permit data by Assessor parcel. This requires interaction with the Planning and Building Departments. • Provide sample data to the GIS Department for review and preparation of a draft visual. • Obtain comments from the GIS Department on discrepancies • Provide historical growth projection to Planning Department and schedule appointments with assigned planners, Redevelopment Agency staff and the Building staff. • Provide data to the GIS department as LFMZs are completed for preparation of draft visuals. • Meet with planning staff member tracking dwelling unit bank. Update unit bank figures shown in growth projections. • Revisit with planners as needed. • Meet with Finance Director and/or City Engineer as needed to review data. SDFA foresees the need to discuss redevelopment prior to the completion of the project. • Prepare draft report for staff review which includes: detailed data, summary data (growth projection table) and draft visual sample as prepared by the GIS Department. • Revise draft as required. • Attend meeting for review of growth projections. • Update growth projections and detailed data as required. • Provide final data to GIS Department for completion of visual products. • Provide Finance Department with final report to include growth projections by LFMZ and in summary for use in the City's CIP Program. This will be completed by the date required in the CIP Schedule prepared by the Finance Department • Request building permit data from the MIS Department through March 1. • Request Assessor Parcel Data from the County of San Diego. • Update CFD database with new Assessor parcel numbers, transfernng and checking General Plan land use and net assessable acreage data, adding permit data by Assessor parcel. This requires interaction with the Planning and Building Departments. Once this step is completed, a draft revenue stream for the cash flow can be prepared TASK 2: 1. CASH FLOW ANALYSIS SDFA will prepare a cash flow for both the residential and non-residential elements as required in the Rate and Method of Apportionment for the CFD. This will require the receipt of year-end balances, year-to-date balances, a projection of funds to be contributed to the CFD from properties outside the CFD, CFD project schedule, CFD project expenditures, and delinquency data. Meetmg(s) will be held with the Finance Department staff to review such cash flows. Various options to the tax rates can be entered and evaluated. Once the tax rate decision is final, -8- Exhibit A a draft agenda bill and annual resolution is provided for review and use. Attendance at the Council meeting can be arranged if requested 2. SUBMIT THE ANNUAL ASSESSMENT LEVY SDFA will cause the annual special tax to be levied on the secured roll of the County of San Diego by compiling and transmitting a complete list of the actual special tax for each Assessor's parcel in the CFD which is levied to the Auditor's office with a copy of the current year's resolution and a letter of authorization identifying the number and amount of the charges via the required format. 3. RESUBMISSION OF ANY REJECTIONS/CORRECTIONS If necessary, identify unapplied charges and research corrected parcel numbers. Resubmit under corrected Assessor's parcel numbers pnor to Auditor's resubmittal deadline. 4. PREPARE ANNUAL REPORT Prepare and provide to City staff final Annual Reports for the CFD. The CFD report is proposed to provide a boundary map updated with annexed properties, an Information Packet, a parcel listing, the cash flows, the resolution and submittal certification letter, the current and ongmal protect schedules. The report will be provided in both hard copy and electronic format. An electronic copy of the CFD data base will be provided to the MIS Department to allow the City to update the parcel data with applicable flags denoting participation in the CFD along with the annexation date. TASK 3: 1. ANNEXATIONS Once notified by staff of property to be annexed, SDFA will coordinate the annexation process. The annexation process includes: • Requesting from the annexing property owner or representative, a title or lot book report less than 30 days old, a general description of the project and dates on entitlement, and an annexation check made out to the City of Carlsbad. • Requesting property entitlement information from the Planning Department. • Coordinating the preparation of the annexation map with the Engmeenng Department. • Coordinating with staff the date and time of the election. • Prepanng and distributing ballot(s) and waiver(s) to the owner(s) of record. • Prepanng a draft agenda bill for staff review. • Reviewing title reports for ownership accuracy. • Verifying signatures on the annexation documents. • Attending the scheduled election. • Coordinating the signature of the City Clerk as the Election Official. • Attending Council meeting, if requested by staff. • Recording the boundary map and Notice of Special Tax Lien within 15 days of Council action. • Providing staff with a complete set of documents for their files. 2. REVIEW ADMINISTRATIVE PROCEDURES SDFA will be pleased to meet with City staff to discuss the status of the CFD and any procedural changes which the City or SDFA feels would benefit the administration of the CFD. 3. APPEALS ACTIONS SDFA will be responsible for the following, at the request of staff: • Preparing a draft analysis of the appeal issue to discuss with staff. • Attending the Appeals Board meeting and presenting the appeal. • Taking direction from the Appeals Board on further actions. • Summarizing the decision of the Appeals Board action in a draft agenda bill for staff review and preparing a draft response to the appealing party. • Attending Council meeting, if requested by staff. 4. RESPOND TO INQUIRIES All requests made by staff, property owners or developers will be addressed by telephone, fax or letter to acknowledge their request within one business day of receipt of their request. The -9- Exhibit A requesting party will be provided with either immediate information or an estimate of when the information will be forthcoming. An annual information packet, to be signed by both staff and SDFA, will be prepared and sent to all requesting parties SOFA will perform tax calculations for property owners and developers upon request TASK 4: OTHER SPECIAL RESEARCH PROJECTS At the request of staff and as detailed by letter agreement, additional services will be performed. FINANCIAL CONSIDERATION Task V SDFA proposes an hourly not-to-exceed amount for Administration Services included under Task 1 to be $35,000. Task 2: SDFA proposes an hourly not-to-exceed amount for Administration Services included under Task 2 to be $15,000 Task 3* SDFA proposes an hourly not-to-exceed amount for Administration Services included under Task 3 to be $15,000. HOURLY BILLING RATES Pnncipal $180.00 Senior Associate $115.00 Associate/Project Coord. $85.00 Secretary $75.00 -10- AMENDMENT NO. 1 TO AGREEMENT FOR CONSULTING AND ADMINISTRATION SERVICES FOR COMMUNITY FACILITIES DISTRICT NO. 1 (Special District Financing & Administration) -This Amendment No. 1 is entered into and effective as of the / — _ day of 2008, amending the agreement dated January 31, 2007 (the Agreement") by aWd between the City of Carlsbad, a municipal corporation, ("City"), and Special District Financing & Administration ("Contractor"); L.L.C . RECITALS^ A. The Parties desire to extend and amend the original contract dated January 31 , 2007 for a period of one year from the date first above written; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1 . In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed $65,000. Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by January 31 , 2009. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR *By: CITY OF CARLSBAD, a municip corporation of tffe State of California (print name/title) 6 @ (e-mail address) (prnt name/title) 3cff h(^ (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. "Group A. Chairman, President, or Vice-President *Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By:_ TtepcrtyJCity Attorney City Attorney Approved Version #05.22.01 Exhibit A SCOPE OF SERVICES The following overviews the proposed work program and summarizes the steps required to perform such services The services were organized to adhere to the Scope of Work section of the Request for Proposal TASK 1: ESTIMATE FUTURE GROWTH FOR CASH FORECASTING PURPOSES • Obtain sample parcel data on Local Facility Management Zones ("LFMZs") and building permit issuance data from Management Information System Department (MIS Department). • Update sample LFMZ data on vacant or under-developed parcels by adding status of development, projected development by type (residential, commercial, industrial), and the calculation of projected equivalent dwelling units (EDUs) in accordance with the requirements of the GIS Department. • Update CFD database with new Assessor parcel numbers, transferring and checking general plan land use and net assessable acreage data, adding permit data by Assessor parcel. This requires interaction with the Planning and Building Departments. • Provide sample data to the GIS Department for review and preparation of a draft visual. • Obtain comments from the GIS Department on discrepancies • Provide historical growth projection to Planning Department and schedule appointments with assigned planners, Redevelopment Agency staff and the Building staff. • Provide data to the GIS department as LFMZs are completed for preparation of draft visuals. • Meet with planning staff member tracking dwelling unit bank. Update unit bank figures shown in growth projections. • Revisit with planners as needed. • Meet with Finance Director and/or City Engineer as needed to review data. SDFA foresees the need to discuss redevelopment prior to the completion of the project. • Prepare draft report for staff review which includes: detailed data, summary data (growth projection table) and draft visual sample as prepared by the GIS Department. • Revise draft as required. • Attend meeting for review of growth projections. • Update growth projections and detailed data as required. • Provide final data to GIS Department for completion of visual products. • Provide Finance Department with final report to include growth projections by LFMZ and in summary for use in the City's CIP Program. This will be completed by the date required in the CIP Schedule prepared by the Finance Department • Request building permit data from the MIS Department through March 1. • Request Assessor Parcel Data from the County of San Diego. • Update CFD database with new Assessor parcel numbers, transferring and checking General Plan land use and net assessable acreage data, adding permit data by Assessor parcel. This requires interaction with the Planning and Building Departments. Once this step is completed, a draft revenue stream for the cash flow can be prepared TASK 2: 1. CASH FLOW ANALYSIS SDFA will prepare a cash flow for both the residential and non-residential elements as required in the Rate and Method of Apportionment for the CFD. This will require the receipt of year-end balances, year-to-date balances, a projection of funds to be contributed to the CFD from properties outside the CFD, CFD project schedule, CFD project expenditures, and delinquency data. Meetmg(s) will be held with the Finance Department staff to review such cash flows. Various options to the tax rates can be entered and evaluated. Once the tax rate decision is final, -8- Exhibit A a draft agenda bill and annual resolution is provided for review and use. Attendance at the Council meeting can be arranged if requested 2. SUBMIT THE ANNUAL ASSESSMENT LEVY SDFA will cause the annual special tax to be levied on the secured roll of the County of San Diego by compiling and transmitting a complete list of the actual special tax for each Assessor's parcel in the CFD which is levied to the Auditor's office with a copy of the current year's resolution and a letter of authorization identifying the number and amount of the charges via the required format. 3. RESUBMISSION OF ANY REJECTIONS/CORRECTIONS If necessary, identify unapplied charges and research corrected parcel numbers. Resubmit under corrected Assessor's parcel numbers prior to Auditor's resubmittal deadline. 4. PREPARE ANNUAL REPORT Prepare and provide to City staff final Annual Reports for the CFD. The CFD report is proposed to provide a boundary map updated with annexed properties, an Information Packet, a parcel listing, the cash flows, the resolution and submittal certification letter, the current and original project schedules. The report will be provided in both hard copy and electronic format. An electronic copy of the CFD data base will be provided to the MIS Department to allow the City to update the parcel data with applicable flags denoting participation in the CFD along with the annexation date. TASK 3: 1. ANNEXATIONS Once notified by staff of property to be annexed, SDFA will coordinate the annexation process. The annexation process includes: • Requesting from the annexing property owner or representative, a title or lot book report less than 30 days old, a general description of the project and dates on entitlement, and an annexation check made out to the City of Carlsbad. • Requesting property entitlement information from the Planning Department. • Coordinating the preparation of the annexation map with the Engineering Department. • Coordinating with staff the date and time of the election. • Preparing and distributing ballot(s) and waiver(s) to the owner(s) of record. • Preparing a draft agenda bill for staff review. • Reviewing title reports for ownership accuracy. • Verifying signatures on the annexation documents. • Attending the scheduled election. • Coordinating the signature of the City Clerk as the Election Official. • Attending Council meeting, if requested by staff. • Recording the boundary map and Notice of Special Tax Lien within 15 days of Council action. • Providing staff with a complete set of documents for their files. 2. REVIEW ADMINISTRATIVE PROCEDURES SDFA will be pleased to meet with City staff to discuss the status of the CFD and any procedural changes which the City or SDFA feels would benefit the administration of the CFD. 3. APPEALS ACTIONS SDFA will be responsible for the following, at the request of staff: • Preparing a draft analysis of the appeal issue to discuss with staff. • Attending the Appeals Board meeting and presenting the appeal. • Taking direction from the Appeals Board on further actions. • Summarizing the decision of the Appeals Board action in a draft agenda bill for staff review and preparing a draft response to the appealing party. • Attending Council meeting, if requested by staff. 4. RESPOND TO INQUIRIES All requests made by staff, property owners or developers will be addressed by telephone, fax or letter to acknowledge their request within one business day of receipt of their request. The -9- Exhibit A requesting party will be provided with either immediate information or an estimate of when the information will be forthcoming. An annual information packet, to be signed by both staff and SDFA, will be prepared and sent to all requesting parties SDFA will perform tax calculations for property owners and developers upon request TASK 4: OTHER SPECIAL RESEARCH PROJECTS At the request of staff and as detailed by letter agreement, additional services will be performed. FINANCIAL CONSIDERATION Task 1 • SDFA proposes an hourly not-to-exceed amount for Administration Services included under Task 1 to be $35,000. Task 2: SDFA proposes an hourly not-to-exceed amount for Administration Services included under Task 2 to be $15,000 Task 3- SDFA proposes an hourly not-to-exceed amount for Administration Services included under Task 3 to be $15,000. HOURLY BILLING RATES Principal $180.00 Senior Associate $115.00 Associate/Project Coord. $85.00 Secretary $75.00 -10- PROJECT TASK DESCRIPTION AND FEE ALLOTMENT PROJECT: DEBT ISSUANCE CONSULTING SERVICES FOR FARADAY MELROSE COMMUNITY FACILITIES DISTRICT NO. 3 IMPROVEMENT AREA NO. 2 This is the first (1st) Project Task Description and Fee Allotment describing tasks, establishing payment amounts to complete said tasks, and establishing the time of completion for the tasks described herein pursuant to paragraphs 1, 3 and 5 of the contact entered into by and between the City of Carlsbad, a municipal corporation, hereinafter referred to as "City," and Special District Financing & Administration, a limited liability company, hereinafter referred to as "Contractor" on January 31, 2007, and pursuant to Task 4 on Exhibit A of the same contract. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide Debt Issuance Consulting Services for the Faraday/Mel rose Community Facilities District No. 3 Improvement Area 2. 2. PROGRESS AND COMPLETION The schedule for the project is immediate upon confirmation of the assignment. Contractor shall begin work within two working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work by June 30, 2008. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor's compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on an hourly basis of time for each task group shown in Table 1. Debt Issuance Consulting Services shall be provided on a not-to-exceed basis. Expenses will be passed through at cost. Expenses include postage, including overnight delivery, copying, and the purchase of data from other sources. Purchased data would include land use maps, general plan documents, assessor data, data purchased from California Municipal Statistics, etc. Should Special District Financing & Administration anticipate the possibility of exceeding the not-to-exceed figure, SDF&A will notify the Finance Director and provide an outline of work to date and an estimate of work to complete the debt issuance. This evaluation and possible notification will occur prior to SDF&A having reached 75% and 95% of the not-to-exceed estimate. 4. TASKS TO PERFORM 1. Preparation of data to be utilized in the Official Statement as to maximum and actual special tax revenues, special tax coverage, development activity and ownership. 2. Review of Preliminary Official Statement. 3. Certification as Special Tax Consultant to the accuracy of certain tables in the Official Statement. 4. Certification as Special Tax Consultant to the accuracy of the District Boundaries. 5. Attendance at all requested meetings and Council Meetings. 6. General coordination of Bond Issuance Team including the outlining of tasks and project timeline schedules. City Attorney Approved Version #07.24.02 TABLE 1 FEE ALLOTMENT DEBT ISSUANCE CONSULTING SERVICES FOR FARADAY MELROSE COMMUNITY FACILITIES DISTRICT NO. 3 IMPROVEMENT AREA NO. 2 TASK GROUP Debt Issuance Consulting Services for Improvement Area 2 CFD No. 3 TOTAL (Not-to-Exceed) LUMP SUM PEE Not-to-exceed $17,500.00 $17,500.00 Executed by Contractor this CONTRACTOR: day of (name of Contractor) By:' (si^n here) (name of Contractor^ Bv: tsigiThere) (e-mail address)ail address) ., 2007. If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, president or vice-president Column B Secretary, assistant secretary, CFO or Assistant treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California By:Date: Lisa Hildabrand Assistant City Manager City Attorney Approved Version #07.24.02 AGREEMENT FOR CONSULTING AND ADMINISTRATION SERVICES FOR COMMUNITY FACILITIES DISTRICT NO. 1 Special District Financing & Administration THIS— AGREEMENT is made and entered into as of the _ day of C^t^/te/ 200 7 _ by and between, the CITY OF CARLSBAD, a municipal CorporationfCity") and Special District Financing & Administration (SDF&A), a limited liability company, ("Contractor"). t RECITALS A. City requires the professional services of a municipal financial consulting and administration contractor that is experienced in the annual administration of the City's Community Facilities District No. 1 (CFD No. 1) B. Contractor has the necessary experience in providing professional services and advice related to municipal financing of assessment districts. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof not to exceed sixty five thousand ($65,000.00) dollars per agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed shall not exceed sixty five thousand dollars ($65,000 00) per agreement year. Hourly Rates are subject to increases in the Consumer Price Index; however, the not-to-exceed amount will remain at sixty five thousand dollars ($65,000.00) per agreement year. For years in which an undeveloped tax is contemplated and/or levied, all activities identified within Exhibit A, Scope of Services except for arbitrage calculations, will be performed on an hourly basis not to exceed sixty five thousand dollars ($65,000.00) per agreement years. Hourly rates are specified in Exhibit "A. No other compensation for the Services - 1- will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdmgs on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an -2 insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-.VI1. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. -3- 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: For Contractor: Lisa Irvine Barbara Hale-Carter Finance Director Principle Finance SDF& A. City of Carlsbad 437 W. Grand Avenue 1635 Faraday Avenue Escondido CA 92025 Carlsbad CA 92008 (760) 233-2630 Email: lirvm@ci.carlsbad.ca.us Email: barbc@sdfa.com (760) 602-2430 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. -4 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such .documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City •Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for'Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its -5- discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution Contractor acknowledges that California Government Code sections 12650 et seq. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR (sign here) -- <___ CITY OF CARLSBAD, a municipal Corporation of the Stale of-California By: ATTEST: (print name/title) — .* (e-mail address) RYANS KRASON * COMM #1505541 S NOTARY PUBUC-CALIFORNIA -t SAN DIEGO COUNTY mMyComm Expires August 3, 2008 ,. -6- Manager-orMayef State of California County of San Diego Subscribed and sworn to before me on this day oKJmo . .200-7 by proved to me on the basis of satisfactoryevidepee ta^ejhe persontef who appeared before rrfe. f )t / \Lr *By: (sign here) (print name/title) (e-mail address) APPROVED AS TO FORM Jtorney Approved Version -7- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 8SJ§»e@5issmisas*^^ State of California ss. On 1-1% personally v™ «*», -O1 . before me, 1- Date appeared Vj t \-V~ ^(fJbarcd/v A < V_\v> Name and Title of Officer (e Name(s) of Signer(s) ^ (iooWx9vi\:c g , "Jane'Doe, Notary Pubhc")v ^ ' known to -mo D€BORAHA.LIMA | Commisston #1611107 f Notary Public - CaWorrta | San Diego County My Comm. Expire* Nov 2.2009] -~££proved to me on the basis of satisfactory evidence to be the person(sfwhose name(s)'j6/are subscribed te-the within instrument and acknowledgeojp me that (he/she/they executed the same in ta[jsjier/their authorized capacity(j©s)T and that byQijs)her/their signature(s-)^h the instrument the person^sfTor the entity upon behalf of which the persorjiaf acted, executed the instrument. Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document, Title or Type of Document: )QjCU Document Date.Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other. RIGHT THUMBPRINT OF SIGNER I Top of thumb here Signer Is Representing. Signer's Name D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other Signer Is Representing- RIGHT THUMBPRINT OF SIGNER Top of thumb here © 2004 National Notary Association • 9350 De Soto Ave , P O Box 2402 • Chatsworth, CA 91313-2402 Item No 5907 Reorder Call Toll-Free 1 -800-876-6827 Exhibit A SCOPE OF SERVICES The following overviews the proposed work program and summarizes the steps required to perform such services The services were organized to adhere to the Scope of Work section of the Request for Proposal TASK 1: ESTIMATE FUTURE GROWTH FOR CASH FORECASTING PURPOSES • Obtain sample parcel data on Local Facility Management Zones ("LFMZs") and building permit issuance data from Management Information System Department (MIS Department). • Update sample LFMZ data on vacant or under-developed parcels by adding status of development, projected development by type (residential, commercial, industrial), and the calculation of projected equivalent dwelling units (EDUs) in accordance with the requirements of the GIS Department. • Update CFD database with new Assessor parcel numbers, transferring and checking general plan land use and net assessable acreage data, adding permit data by Assessor parcel. This requires interaction with the Planning and Building Departments. • Provide sample data to the GIS Department for review and preparation of a draft visual. • Obtain comments from the GIS Department on discrepancies • Provide historical growth projection to Planning Department and schedule appointments with assigned planners, Redevelopment Agency staff and the Building staff. • Provide data to the GIS department as LFMZs are completed for preparation of draft visuals. • Meet with planning staff member tracking dwelling unit bank. Update unit bank figures shown in growth projections. • Revisit with planners as needed. • Meet with Finance Director and/or City Engineer as needed to review data. SDFA foresees the need to discuss redevelopment prior to the completion of the project. • Prepare draft report for staff review which includes: detailed data, summary data (growth projection table) and draft visual sample as prepared by the GIS Department. • Revise draft as required. • Attend meeting for review of growth projections. • Update growth projections and detailed data as required. • Provide final data to GIS Department for completion of visual products. • Provide Finance Department with final report to include growth projections by LFMZ and in summary for use in the City's CIP Program. This will be completed by the date required in the CIP Schedule prepared by the Finance Department • Request building permit data from the MIS Department through March 1. • Request Assessor Parcel Data from the County of San Diego. • Update CFD database with new Assessor parcel numbers, transferring and checking General Plan land use and net assessable acreage data, adding permit data by Assessor parcel. This requires interaction with the Planning and Building Departments. Once this step is completed, a draft revenue stream for the cash flow can be prepared TASK 2: 1. CASH FLOW ANALYSIS SDFA will prepare a cash flow for both the residential and non-residential elements as required in the Rate and Method of Apportionment for the CFD. This will require the receipt of year-end balances, year-to-date balances, a projection of funds to be contributed to the CFD from properties outside the CFD, CFD project schedule, CFD project expenditures, and delinquency data. Meetmg(s) will be held with the Finance Department staff to review such cash flows. Various options to the tax rates can be entered and evaluated. Once the tax rate decision is final, -8- Exhibit A a draft agenda bill and annual resolution is provided for review and use. Attendance at the Council meeting can be arranged if requested 2. SUBMIT THE ANNUAL ASSESSMENT LEVY SDFA will cause the annual special tax to be levied on the secured roll of the County of San Diego by compiling and transmitting a complete list of the actual special tax for each Assessor's parcel in the CFD which is levied to the Auditor's office with a copy of the current year's resolution and a letter of authorization identifying the number and amount of the charges via the required format. 3. RESUBMISSION OF ANY REJECTIONS/CORRECTIONS If necessary, identify unapplied charges and research corrected parcel numbers. Resubmit under corrected Assessor's parcel numbers prior to Auditor's resubmittal deadline. 4. PREPARE ANNUAL REPORT Prepare and provide to City staff final Annual Reports for the CFD. The CFD report is proposed to provide a boundary map updated with annexed properties, an Information Packet, a parcel listing, the cash flows, the resolution and submittal certification letter, the current and original project schedules. The report will be provided in both hard copy and electronic format. An electronic copy of the CFD data base will be provided to the MIS Department to allow the City to update the parcel data with applicable flags denoting participation in the CFD along with the annexation date. TASK 3: 1. ANNEXATIONS Once notified by staff of property to be annexed, SDFA will coordinate the annexation process. The annexation process includes: • Requesting from the annexing property owner or representative, a title or lot book report less than 30 days old, a general description of the project and dates on entitlement, and an annexation check made out to the City of Carlsbad. • Requesting property entitlement information from the Planning Department. • Coordinating the preparation of the annexation map with the Engineering Department. • Coordinating with staff the date and time of the election. • Preparing and distributing ballot(s) and waiver(s) to the owner(s) of record. • Preparing a draft agenda bill for staff review. • Reviewing title reports for ownership accuracy. • Verifying signatures on the annexation documents. • Attending the scheduled election. • Coordinating the signature of the City Clerk as the Election Official. • Attending Council meeting, if requested by staff. • Recording the boundary map and Notice of Special Tax Lien within 15 days of Council action. • Providing staff with a complete set of documents for their files. 2. REVIEW ADMINISTRATIVE PROCEDURES SDFA will be pleased to meet with City staff to discuss the status of the CFD and any procedural changes which the City or SDFA feels would benefit the administration of the CFD. 3. APPEALS ACTIONS SDFA will be responsible for the following, at the request of staff: • Preparing a draft analysis of the appeal issue to discuss with staff. • Attending the Appeals Board meeting and presenting the appeal. • Taking direction from the Appeals Board on further actions. • Summarizing the decision of the Appeals Board action in a draft agenda bill for staff review and preparing a draft response to the appealing party. • Attending Council meeting, if requested by staff. 4. RESPOND TO INQUIRIES All requests made by staff, property owners or developers will be addressed by telephone, fax or letter to acknowledge their request within one business day of receipt of their request. The -9- Exhibit A requesting party will be provided with either immediate information or an estimate of when the information will be forthcoming. An annual information packet, to be signed by both staff and SDFA, will be prepared and sent to all requesting parties SDFA will perform tax calculations for property owners and developers upon request TASK 4: OTHER SPECIAL RESEARCH PROJECTS At the request of staff and as detailed by letter agreement, additional services will be performed. FINANCIAL CONSIDERATION Task 1 • SDFA proposes an hourly not-to-exceed amount for Administration Services included under Task 1 to be $35,000. Task 2: SDFA proposes an hourly not-to-exceed amount for Administration Services included under Task 2 to be $15,000 Task 3' SDFA proposes an hourly not-to-exceed amount for Administration Services included under Task 3 to be $15,000. HOURLY BILLING RATES Principal $180.00 Senior Associate $115.00 Associate/Project Coord. $85.00 Secretary $75.00 -10-