HomeMy WebLinkAboutContract 1556 DAVID TAUSSIG QR / G1IVA ' C - is-SSOC I RTES& A L.
Public Finance and Urban Economics
5000 Birch Street, Ste. 6000•Newport Beach, CA 92660
Phone: 949-955-1500• Fax: 949-955-1590
AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT is made and entered into this I1 day of March 2013, by and between
City of Cathedral City at 68-700 Avenida Lalo Guerrero, Cathedral City, CA 92234 herein called
"Client," and David Taussig and Associates, Inc. at 5000 Birch Street, Suite 6000, Newport
Beach, CA 92660, herein after called "Consultant." The Client and the Consultant in
consideration of the mutual promises and conditions herein contained agree as follows.
ARTICLE I
TERM OF CONTRACT
Section 1.1 This agreement shall become effective on the date stated above and will
continue in effect until the earlier of(i) that day when the services provided for herein have been
performed or(ii) until terminated as provided in Article 6 below.
ARTICLE II
SERVICES TO BE PERFORMED BY CONSULTANT
Section 2.1 Consultant agrees to perform the professional services for the Client and to
deliver the work products to the Client as described in the Scope of Work statement attached as
Exhibit "A" hereto. Such professional services and work products, as from time to time
modified in accordance with Section 2.3 hereof, are collectively referred to as the "Consulting
Services."
Section 2.2 Consultant will determine the method, details and means of performing the
Consulting Services. Consultants may, at Consultants' own expense, employ such assistance as
it deems necessary to perform the Consulting Services required by Client under this Agreement.
Consultants shall conduct research and arrive at conclusions with respect to their rendition of
information, advice, recommendation or counsel independent of the control and direction of the
Client, other than normal contract monitoring. All computer software (including without
limitation financial models, compilations of formulas and spreadsheet models), inventions,
designs, programs, improvements, processes and methods (collectively, the "Proprietary
Models") used or developed by DTA in performing its work is proprietary and shall remain
property owned solely by, or licensed by a third party to DTA. Client acknowledges and agrees
that the consideration paid by Client herein only entitles Client to a license to use the hard copy
or electronically transmitted reports generated pursuant to the Consulting Services and that any
Proprietary Model that Consultant uses to generate such reports is owned by, or is duly licensed
from a third party to Consultant and is not being provided to Client hereunder. Client
acknowledges that DTA may have used reports and analyses that DTA authored for other clients
as base works or templates for the reports and analyses prepared for Client pursuant to this
Agreement, and Client acknowledges and agrees that DTA has the right to use the reports and
analyses that it authors pursuant to this Agreement as base works or templates for reports and
analyses that DTA authors for DTA's other clients, provided, however that DTA shall not use
any confidential information provided by Client in such future reports and analyses. Client
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acknowledges and agrees that DTA has spend substantial time and effort in collection and
compiling data and information (the "Data Compilations") in connection with the Consulting
Services and that such Data Compilations may be used by DTA for its own purposes, including,
without limitation, sale or distribution to third parties; provided, however, that DTA will not sell
or distribute any of Client's confidential information that may be contained in such Data
Compilations, unless such confidential information is used only on an aggregated and
anonymous basis.
Section 2.3 Any proposed changes in the Consulting Services hereunder shall be
submitted to the other party hereto, and any such changes agreed to by the parties shall be
reflected in an amendment to Exhibit "A" in accordance with Section 7.2 hereto.
Section 2.4 Nothing in this Agreement shall give the Consultant possession of authority
with respect to any Client decision beyond the rendition of information, advice, recommendation
or counsel.
ARTICLE III
COMPENSATION
Section 3.1 Client agrees to pay Consultant for its Consulting Services a professional fee
computed according to the Fee Schedule attached as Exhibit "B" hereto.
Section 3.2 The Client shall reimburse the Consultant for Consultant's out-of-pocket
expenses plus a 15% administrative charge. Expenses shall include all actual expenditures made
by Consultant in the performance of any Consulting Services undertaken pursuant to the
Agreement, including, without limitation, the following expenditures:
(a) Cost of clerical assistance @ $35.00 per hour, including typing, collation, printing
and copying, plus copier and photography costs, including photographic
reproduction of drawings and documents.
(b) Transportation costs, including mileage for the use of personal automobiles at the
prevailing IRS standard rate, rental vehicles, lodging and regularly scheduled
commercial airline ticket costs.
(c) Courier services, facsimile, and telephone expenses.
Section 3.3 On or about the first two weeks of each month during which Consulting
Services are rendered hereunder, Consultant shall present to Client an invoice covering the
current Consulting Services performed and the reimbursable expenses incurred pursuant to this
Agreement and exhibits thereto. Such invoices shall be paid by Client within thirty (30) days of
the date of each invoice. A 1.2% charge per month may be imposed against accounts which are
not paid within 30 days of the date of each invoice.
Section 3.4 The maximum total fee amount set forth in Exhibit "B" may be increased as
a result of any expansion of the Consulting Services to be rendered hereunder pursuant to
Section 2.3 or as provided in Exhibit "A" hereto.
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Section 3.5 Records of the Consultant's costs relating to (i) Consulting Services
performed under this Agreement and (ii) reimbursable expenses shall be kept and be available to
the Client or to Client's authorized representative at reasonable intervals during normal business
hours.
ARTICLE IV
OTHER OBLIGATIONS OF CONSULTANT
Section 4.1 Consultant agrees to perform the Consulting Services in accordance with
Exhibit "A". Should any errors caused by Consultant's negligence be found in such services or
products, Consultant will correct them at no additional charge by revising the work products
called for in Exhibit "A" to eliminate the errors.
Section 4.2 Consultant will supply all tools and instrumentalities required to perform the
Consulting Services under the Agreement.
Section 4.3 Neither this Agreement nor any duties or obligations under this Agreement
may be assigned by Consultant without the prior written consent of Client. However, Consultant
may subcontract portions of the work to be performed hereunder to other persons or concerns
provided Consultant notifies Client of the name and address of said proposed subcontractor and
Client either consents or fails to respond to notification with respect to the use of any particular
proposed subcontractor.
Section 4.4 In the performance of its Consulting Service hereunder, Consultant is, and
shall be deemed to be for all purposes, an independent contractor (and not an agent, officer,
employee or representative of Client) under any and all laws, whether existing or future.
Consultant is not authorized to make any representation, contract or commitment on behalf of
Client.
Section 4.5 Neither this Agreement, any duties or obligations under this Agreement, nor
the intentions or expectations of Client will cause the Consultant to be a "public official" as that
term is used in Section 87100 of Title 9 of the California Government Code. Client and
Consultant agree that Consultant is not a "public official" or "participating in governmental
decision" as those terms are used in Section 87100. The Client and Consultant also agree that no
actions and opinions necessary for the performance of duties under the Contract will cause the
Consultant to be a "public official" or "participating in a governmental decision" as those terms
are used in Section 87100.
ARTICLE V
OTHER OBLIGATIONS OF CLIENT
Section 5.1 Client agrees to comply with all reasonable requests of Consultant and
provide access to all documents reasonably necessary to the performance of Consultant's duties
under this Agreement with the exception of those documents which Exhibit "A" calls upon the
Consultant to prepare.
Section 5.2 Neither this Agreement nor any duties or obligations under this Agreement
may be assigned by Client without the prior written consent of Consultant.
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Section 5.3 Consultant frequently is retained by developers, landowners, and other
persons and concerns interested in development projects which often eventually lead to the
preparation on a contract basis by Consultant of preliminary tax spread models for government
agencies to determine tax rates and other matters necessary to accomplish various improvements
to realty for financing under a Mello-Roos or other financing programs. In light of the
foregoing, Client will determine whether or not it is appropriate to conduct a "significant
substantive review" or a "significant intervening substantive review" of Consultant's activities
conducted pursuant to this Agreement as such terms are defined in Section 18700(c)h of Title 2
of the California Administrative Code. Should Client elect to conduct such a substantive review,
then Client shall determine whether it has sufficient expertise on staff to conduct such a review,
and, if not, will retain an independent expert consultant to review Consultant's work. Thereafter,
Client shall conduct such review, or cause such independent review to be conducted, prior to the
making of any governmental decision relating to the matters contained within the Scope of Work
described in Exhibit "A". The parties do not intend and nothing in this Section 5.3 is meant to
imply that Consultant is a "public official," "participating in a governmental decision," or has a
"financial interest" in the services provided as such terms are used in Section 87100 of Title 9 of
the California Governmental Code.
Section 5.4 Client, public agencies, landowners, consultants and other parties dealing
with Client or involved in the subject development project referred to in Exhibit "A" will be
furnishing to Consultant various data, reports, studies, computer printouts and other information
and representations as to the facts involved in the project which Client understands Consultant
will be using and relying upon in preparing the reports, studies, computer printouts and other
work products called for by Exhibit "A." Consultant shall not be obligated to establish or verify
the accuracy of the information furnished by or on behalf of Client, nor shall Consultant be
responsible for the impact or effect on its work products of the information furnished by or on
behalf of Client, in the event that such information is in error and therefore introduces error into
Consultant's work products.
Section 5.5 Client agrees to defend, indemnify and hold Consultant harmless from and
against all obligations, losses, liabilities, damages, claims, attachments, executions, demands,
actions and/or proceedings (collectively, "Claims") and all costs and expenses in connection
therewith, including reasonable attorneys' fees, arising out of or connected with the performance
of Consultant's Consulting Services under this Agreement, except as may arise from Consultant's
willful misconduct or gross negligence. In that regard, Client will indemnify and hold
Consultant harmless from any Claims arising from, growing out of, or in any way resulting from,
errors contained in data or information furnished by Client or Client's designee to Consultant for
use in carrying out the Consulting Services called for by this agreement. If for any reason the
indemnification under this Section 5.5 is unavailable to Consultant or insufficient to hold it
harmless, then the Client shall contribute to the amount paid or payable by Consultant as a result
of such loss, liability, damage, claim, demand, action or proceeding in such proportion as is
appropriate to reflect not only the relative benefits received by the Client on the one hand and
Consultant on the other hand but also the relative fault of the Client and Consultant as well as
any relevant equitable considerations; provided that Consultant's contribution obligations
hereunder shall in no event exceed the amounts received by Consultant under this Agreement.
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Section 5.6 In the event that court appearances, testimony or depositions are required of
Consultant by Client in connection with the services rendered hereunder, Client shall compensate
Consultant at a rate of$300 per hour and shall reimburse Consultant for out-of-pocket expenses
on a cost basis.
ARTICLE VI
TERMINATION OF AGREEMENT
Section 6.1 Either party may terminate or suspend this Agreement upon thirty (30) days
written notice. Unless terminated as provided herein, this Agreement shall continue in force
until the Consulting Services set forth in Exhibit "A" have been fully and completely performed
and all proper invoices have been rendered and paid.
Section 6.2 Should either party default in the performance of this Agreement or
materially breach any of its provisions, the other party at its option may terminate this
Agreement by giving written notification to the defaulting party. Such termination shall be
effective upon receipt by the defaulting party, provided that the defaulting party shall be allowed
ten (10) days in which to cure any default following receipt of notice of same.
Section 6.3 The covenants contained in Sections 3.1, 3.2, 4.4, 5.3, 5.4, 5.5, 5.6 and all
of Article VII shall survive the termination of this Agreement.
ARTICLE VII
GENERAL PROVISIONS
Section 7.1 Any notices to be given hereunder by either party to the other may be
effected either by personal delivery in writing or by mail. Mailed notices shall be addressed to
the parties at the addresses appearing in the introductory paragraph of this Agreement, but each
party may change the address by written notice in accordance with the first sentence of this
Section 7.1. Notices delivered personally will be deemed communicated as of actual receipt.
Mailed notices will be deemed communicated as of two (2) days after mailing.
Section 7.2 This Agreement and exhibits hereto supersede any and all agreements, either
oral or written, between the parties hereto with respect to the rendering of service by Consultant
for Client and contains all of the covenants and agreements between the parties with respect to
the rendering of such services. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which are not embodied herein, and that no
other agreement, statement, or promise not contained in this Agreement shall be valid or binding.
Any modification of this Agreement (including any exhibit hereto) will be effective if it is in
writing and signed by the party against whom it is sought to be enforced.
Section 7.3 If any provision in this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless
continue in full force without being impaired or invalidated in any way.
Section 7.4 Any controversy between the parties hereto involving the construction or
application of any of the terms, covenants, or conditions of this Agreement will, on the written
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request of one party served on the other, be submitted to binding arbitration in accordance with
the commercial rules and regulations of the American Arbitration Association and the provisions
of the California Arbitration Act (Sections 1280 through 1294.2 of the California Code of Civil
Procedure). The arbitration shall take place in Newport Beach, California, or such other location
mutually agreed to by the parties.
The arbitrator(s) shall be selected as follows: In the event that Consultant and Client
agree on one arbitrator, the arbitration shall be conducted by such arbitrator. In the event
Consultant and Client do not so agree, Consultant and Client shall each select an arbitrator and
the two arbitrators so selected shall select the third arbitrator. If there is more than one arbitrator,
the arbitrators shall act by majority vote. The parties may propose arbitrators from JAMS, ADR,
ARC or any independent arbitrator/neutral for dispute resolution. The parties are not required to
hire an AAA arbitrator for resolution of a dispute hereunder.
The decree or judgment of an award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof
Section 7.5 The prevailing party in any arbitration or legal action brought by one party
against the other and arising out of this Agreement shall be entitled, in addition to any other
rights and remedies it may have, to reimbursement for its expenses, including court costs and
reasonable attorneys' fees. The non-prevailing party shall be liable, to the extent allowable under
law, for all fees and expenses of the arbitrator(s) and all costs of the arbitration.
Section 7.6 This Agreement will be governed by and construed in accordance with the
laws of the State of California.
IN WITNESS WHEREOF, this Agreement has been executed on the date and year first
above written.
CONSULTANT: CLIENT:
DAVID TAUSSIG &ASSOCIATES, INC. CITY OF CATHEDRAL CITY
AND-
kif
OP/ By:
David Taussig
President
Date: 7y//.? Date: j/5(13
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EXHIBIT A
MELLO-ROOS SPECIAL TAX ADMINISTRATION AND ANNEXATION SERVICES
COMMUNITY FACILITIES DISTRICT NO. 2006-1
OF THE CITY OF CATHEDRAL CITY
SCOPE OF WORK
David Taussig & Associates, Inc. ("Consultant") shall provide financial consulting services to
assist the City of Cathedral City ("Client") in the administration of Community Facilities District
("CFD") No. 2006-1. The focus of these services shall be to determine the special tax rates and
to facilitate the collection of the special taxes in fiscal year 2013-2014 by the County of
Riverside.
The specific activities and tasks to be performed under this Scope of Work include the following:
Task 1 Land Use Research
This task involves determining, gathering and organizing the land use data required to apportion
and collect special taxes, and includes the following subtasks:
1.1 Subdivision Research: Identify and obtain copies of all final tract or parcel maps for
each improvement area of CFD No. 2006-1. Determine acreage for each parcel.
1.2 Development Research: The City shall provide DTA with building permits issued as of
May 1 of each fiscal year. DTA shall identify building permit issuance date, tract, and lot
for each new building. Review current Assessor's Parcel maps to determine which parcel
numbers will be valid for each fiscal year.
1.3 Database Management: Create automated parcel database to include all parcels within
the CFD. Data items will include Assessor's Parcel Number, corresponding tract and lot
number, acreage, building square footage, and building permit issuance date.
Task 2 Classification of Property
This task involves application of the applicable Rate and Method of Apportionment to determine
the appropriate special tax classification for each parcel located within each improvement area of
CFD No. 2006-1, and includes the following subtasks:
2.1 Exempt Property: Identify all property owned by public agencies or entities otherwise
exempt from the special tax and classify as exempt property.
2.2 Taxable Property: Identify all taxable properties and classify each as "Developed
Property" or "Undeveloped Property." Assign each "Developed Property" to the
appropriate special tax class.
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Task 3 Financial Analysis
This task involves calculating the Special Tax Requirement for each fiscal year and allocating it
to property in each improvement area of CFD No. 2006-1, and includes the following subtasks:
3.1 Determine Special Tax Requirement: Assist Client with the preparation of an
administrative expense budget. Confirm maintenance costs required by the City.
Determine any other charges or credits to tax levy.
3.2 Special Tax Rates: Based on tax classifications and special tax requirement, compute the
special tax rates for all classifications of taxable property.
Task 4 Report Preparation
This task includes the preparation of an Annual Special Tax Report for the CFD, containing the
findings of the financial analysis and an explanation of the methodology employed to apportion
the special taxes for each improvement area of CFD No. 2006-1. Included in the report is a list
of special taxes by Assessor's Parcel which can be used as the exhibit to the resolution
authorizing the levy and collection of special taxes.
Task 5 Submittal of Special Taxes to County of Riverside
This task involves submitting the special tax levy on or before August 10, of each year, or such
other date specified by the County of Riverside to the Auditor-Controller for inclusion on the
consolidated property tax bills. The special tax levy will be submitted on magnetic tape or other
media as specified by the County.
Task 6 Delinquent Special Taxes
This task involves review of the County of Riverside Paid/Unpaid Reports and includes the
following subtasks:
6.1 Review semi-annual Paid/Unpaid Status Reports provided by the County of Riverside
Auditor-Controller to determine which parcels are delinquent and the corresponding
amount of delinquent annual special taxes. Prepare semi-annual report indicating the
aggregate amount and percentage of delinquent special taxes.
6.2 Prepare a year-end report listing owner of record, mailing address, and special tax owed
for delinquent properties.
Task 7 Roll Changes and Adjusted Property Tax Bills
This task involves monitoring any changes to the secured tax roll which necessitate new or
adjusted property tax bills. This task includes the calculation of new or adjusted bills and the
preparation of requests to the County to prepare such bills.
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Task 8 Responses to Property Owner Questions
This task involves the provision of information to individuals and other interested parties
regarding the amount and calculation of the special tax.
Task 9 Meetings
Consultant will attend one meeting with client each fiscal year.
Task 10 CFD Disclosure
This task involves providing special tax disclosure documents to Client for resale properties
pursuant to Section 1102.6b of the Civil Code and Section 53340.2 of the Government Code as
stated in SB 1464.
Task 11 Annexation Services
This task involves special tax consulting services necessary to assist the City with the annexation
of property to CFD No. 2006-1 as entitlements are granted by the City.
11.1 Database Set-Up: This task includes preparation of a database of all parcels within the
annexed territory. The database will identify Assessor's Parcel numbers, a description
and assessment number of each property to be assessed, the name and address of property
owners, proposed land use, and other necessary information. The information will be
based on records of the Assessor's Office of the County of Riverside and the Project
Landowners.
11.2 Preparation of Boundary Map: This task entails the preparation of the CFD boundary
map for the annexed territory pursuant to the requirements of the Mello-Roos Act and the
County of Riverside's Recorder's Office, assuming that computerized base maps are
provided by Project Landowner. Update CFD exhibit to include annexed territory.
11.3 Rate and Method of Apportionment: This task includes preparation of the Rate and
Method of Apportionment of Special Tax (the "RMA") for the annexation property
which will be designated as a new improvement area to CFD No. 2006-1. The RMA for
the improvement area will be in substantially the same form as the existing RMA for
CFD No. 2006-1. DTA will utilize the results of the prior Fiscal Impact Analysis or
updated Fiscal Impact Analysis (to be prepared under a separate agreement if requested
by the City) to determine the special tax rates.
11.4 Meetings and Workshops: Attend one meeting at City as needed regarding the particular
annexation. Attendance at more than one meeting may require additional budget.
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EXHIBIT B
MELLO-ROOS SPECIAL TAX ADMINISTRATION AND ANNEXATION SERVICES
COMMUNITY FACILITIES DISTRICT NO. 2006-1
OF THE CITY OF CATHEDRAL CITY
FEE SCHEDULE
DTA's proposed budget (excluding expenses) for the completion of Tasks 1 through 10 is time
and materials not to exceed $3,500 for fiscal year 2013-2014. DTA proposed budget (excluding
expenses) for Task 11 is time and materials not to exceed $7,500 per annexation. All above fees
are subject to the limitations below. DTA shall be remunerated for services based on the hourly
rates shown in Table 1 below, with invoices being submitted to the City on a monthly basis.
Table 1
Hourly Rates
Managing Director $225/Hour
Vice President $215/Hour
Manager $180/Hour
Senior Associate $160/Hour
Associate $140/Hour
Senior Analyst $130/Hour
Analyst $120/Hour
Research Assistant $100/Hour
In addition to fees for services, City shall reimburse DTA for travel, photocopying, courier,
facsimile, clerical, telephone expenses, and administrative charges, not to exceed $500 for Tasks
1 through 10, and $750 per annexation for Task 11.
LIMITATIONS
Any additional tasks assigned by City if the total fee listed above has been exceeded shall be
charged at the hourly rates listed above. Such additional fees shall be added to the "not to
exceed" amounts listed above.
The proposal budget for Tasks 1 through 10 is based on the property located within Improvement
Area Nos. 1, 2, and 4. If additional property is annexed, the budget will increase.
The preceding professional fees apply for a 12 month period from execution of the Agreement
and are subject to a cost-of-living and/or other appropriate increase every 12 months thereafter.
Consultant generally reviews its professional fees annually and, if appropriate, adjusts them to
reflect increases in seniority, experience, cost-of-living, and other relevant factors. Consultant
shall notify Client in advance of any such increase.
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