Loading...
HomeMy WebLinkAboutF-15 Staff Report - PSA with SDFA for CFD administrative servicesCONSENT ITEM F-15 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: SERGIO GONZALEZ, CITY MANAGER FROM: TALIKA M. JOHNSON, DIRECTOR OF ADMINISTRATIVE SERVICES DATE: JUNE 21, 2021 SUBJECT: APPROVAL OF PROFESSIONAL SERVICES AGREEMENT INCLUDING SPECIAL SERVICE WITH SPECIAL DISTRICT FINANCING & ADMINISTRATION BACKGROUND: The City has worked with the consultant group Special District Financing (CFD) & Administration in managing the Community Facilities District with respect to issuance and administration of bonds under the public improvement act (Mello-Roos Community Facilities Act of 1982). Special District Financing & Administration (SDFA) has specialized experience in the areas of CFD administration, buydown and bond call calculations, prepayment calculations, delinquency monitoring, etc. that are important to managing the administration of the CFD and debt issuance compliance. RECOMMENDATIONS: Staff recommends that the City Council take the following actions: 1)Approve waiving of purchasing procedures under municipal code Sec. 2-539 – Waiving of Purchase Procedure in best interest of the City; and 2)Approve the Professional Services Agreement with Special District Financing & Administration, LLC in the amount of $32,700 annually, plus any additional services as outlined in “Exhibit B” of the attached Professional Services Agreement as approved by Staff; and 3)Authorize the City Manager to execute the Professional Services Agreement, in a form acceptable to the City Attorney, on behalf of the City; and 4)Authorize the City Manager to use Special District Financing and Administration for special services and or formation or modification of new and existing CFDs. APPROVED CITY COUNCIL 6/21/2021 Approval of PSA Special District Finance and Administration June 21, 2021 Page 2 ANALYSIS: Because the City only acts as an agent for the property owners in issuing CFD bonds and collecting the special taxes or assessments, the City can either hire or retain staff with specialize skills in CFD administration including debt issuance/debt issuance compliance or outsource the work to consultants. It is best practices and the most cost effective way to have a consultant with the tax expertise and CFD experience to manage the CFD on behalf of the City. The City has worked closely with Special District Financing & Administration, LLC since 2009 in the development of CFD’s including Annual Disclosure Reporting, Preparation and Website Postings and Parcel Tax Reporting. It is in the best interest of the City to dispense with bidding and continue to work with Special District Financing & Administration, LLC due to the amount of history and knowledge on file with them. It would be costly and time prohibitive to transfer the historical data required to another consultant should the City select another firm. In addition, should the City require specialize services such as formation/modification of new or existing CFDs, the consultants already have in-depth experience and can provide the stated services to the City at Management’s discretion. FISCAL IMPACT: There is no fiscal impact to the City. The City of Azusa is not liable for repayment and acts only as an agent for the property owners in collecting the special taxes and assessments and/or bond administration. Cost of service will be budgeted accordingly each year and paid for by the assessment collected from the CFD as part of the administrative costs. Reviewed and Approved: Reviewed and Approved: Talika M. Johnson Sergio Gonzalez Director of Administrative Services City Manager Attachment: 1) Professional Services Agreement - SDFA -1 - CITY OF AZUSA PROFESSIONAL SERVICES AGREEMENT 1.PARTIES AND DATE. This Agreement is made and entered into this 1st day of July, 2021 by and between the City of Azusa, a municipal organization organized under the laws of the State of California with its principal place of business at 213 East Foothill Boulevard, Azusa, California 91702-1295 ("City") and Special District Financing & Administration, a Limited Liability Company with its principal place of business at 437 West Grand Avenue, Escondido, California 92025 ("Consultant”). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2.RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing tax administration services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Projects or CFDs. City desires to engage Consultant to render such services for the City of Azusa with respect to Community Facilities District No. 2002-1 (Mountain Cove), Community Facilities District No. 2005-1 (Rosedale – Improvement Area Nos. 1 & 2) and Community Facilities District No. 2017-1 (Public Safety Services) projects, collectively referred to as the “CFDs” or “Projects”, as set forth in this Agreement. 3.TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional tax administration consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The initial term of this Agreement shall be July 1, 2021, to June 30, 2026, unless earlier terminated as provided herein. At the close of the contract term, this contract can be amended and renewed for another five-year period. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Attachment 1 - 2 - 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates. Independent Contractor. The services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an em ployee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consul tant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the deadlines of the Los Angeles County Auditor - Controller’s office and the reporting deadlines, if any, as more p articularly described in the bond documents. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet any prescribed deadlines. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Jeffery A. Hamill and Barbara Hale-Carter. 3.2.5 City's Representative. The City hereby designates Talika Johnson, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on be half of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Jeff Hamill, or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). - 3 - Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all port ions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care. Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business Lice nse, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comp ly with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its - 4 - agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employe r's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers J Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub- consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim and shall be endorsed to include contractual liability. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, it s directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's schedu led underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self -insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. - 5 - (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to c omply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Separation of Insureds. No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, o fficers, employees, agents and volunteers. 3.2.10.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or law fully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. - 6 - 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed forty thousand dollars ($40,000.00) per year without written approval of City. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall 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. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any - 7 - kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respec tive parties may provide in writing for this purpose: Consultant: Special District Financing & Administration 437 West Grand Avenue Escondido, CA 92025 Attn: Jeff Hamill City: City of Azusa 213 East Foothill Blvd. Azusa, CA 91702-1295 Attn: Talika Johnson, Finance Department Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data. Licensing of Intellectual Property. This Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. - 8 - 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, phot ographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation. Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing patty in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney’s fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. - 9 - 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and "Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shal l acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performe d by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such - 10 - non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF AZUSA SPECIAL DISTRICT FINANCING & ADMINISTRATION By: ________________________ By: __________________________________ Jeffery Hamill City Manager Principal Attest: City Clerk Approved as to Form: A - 1 EXHIBIT"A" SCOPE OF SERVICES ANNUAL CFD ADMINISTRATION & DEBT ISSUE COMPLIANCE Task Summary Task Description Administration & Tax Submittal In compliance with the procedures and deadlines established by the Los Angeles County Auditor-Controller’s office, cause the special taxes to be calculated, apportioned and submitted to the County for application to the secured roll prior to the Auditor’s deadlines. SDFA will also make its toll-free number available to be included on the property tax bill in order to respond to inquiries of property owners and other interested parties. CFD Buydown and Bond Call Calculations SDFA will assist the City in the determination of bond redemption requirements for CFD 05-1 as a result of buydown payments Prepayment Calculations/Recordation As Requested by Homeowners – Calculation of Full Prepayment is charged to homeowners. Recordation costs are charged to CFD Delinquency Monitoring Prepare Reports based on County payment records to determine necessary action Delinquency Letters If requested by the City and consistent with foreclosure covenants as set forth in the bond documents, SDFA will prepare and mail delinquency notices to property owners and provide foreclosure counsel with necessary reports for further action. CDIAC Reports Prepare and post annual CDIAC reports for outstanding bonds Arbitrage Rebate Prepare rebate calculations for outstanding bonds as required by Section 148 of the Internal Revenue Code and the bond documents. Continuing Disclosure Prepare and all required Issuer Reports, Developer Reports, (if any) and applicable Notices of Material or Significant Events Disclosure Website Access & Annual CFD Revenue/Expense Reports Prepare Annual CFD Revenue & Expense Reports for Website Posting Provide links to specialtaxinfo.com to obtain parcel or CFD specific disclosure information Dissemination Agent (1) File with EMMA all required Issuer Reports, Developer Reports, (if any) and applicable Notices of Material or Significant Events (1) Applies to issues for which a Trustee or Fiscal Agent is not the Dissemination Agent. B - 1 EXHIBIT "B" COMPENSATION ANNUAL CFD ADMINISTRATION & DEBT ISSUE COMPLIANCE Scope of Work Applicability Fee Administration & Tax Submittal Annual Administration Fee Per CFD or Improvement Area CFD (1): CFD 2002-1 $6,000 CFD 2005-1, IA1 $7,500 CFD 2005-1, A2 $4,500 CFD 2017-1 $1,500 Bond Call Calculations CFD Buydown & Bond Redemption Calculations (i.e., Rosedale IA1 Buydown requirements) Hourly Prepayment Calculations/Recordation As Requested by Homeowners – Calculation of Full Prepayment is charged to homeowners; recordation costs are charged to CFD Hourly Delinquency Monitoring Prepare Report based on County records Included in Annual Fee Delinquency Letters As Requested by the City Hourly CDIAC Applies to bonds issued after January 1, 1993 Included in Annual Fee Arbitrage Rebate Initial Setup Fee (waived if previously calculated) Calculations (Trustee Holds Funds) Calculations (County or City Held Funds) $500 Annual $1,250/ Multi-Year $2,000 Hourly (NTE $3,500 per Report) Continuing Disclosure (2) Per Annual Issuer Report Notice of Material or Significant Event $1,200 per Report $250 Per Notice Disclosure Website Access/ Revenue/Expense Reports Prepare Annual CFD Report and provide website access for parcel or CFD specific disclosure information $1,000 Per CFD Dissemination Agent (3) Annual Issuer Report/Material or Significant Event Developer Report No Charge $150 (1) Annual CFD Administration Fee for CFD or Improvement Area if each Improvement Area has a separate Fund Number. Annual Fee for new CFDs will be determined based upon specific taxing requirements. (2) Estimate assumes that there are no “significant obligors” (i.e. developers) for which annual reporting is required. Also assumes that the cost for quantitative data normally prepared by other Consultants (i.e. overlapping debt statements) will be paid by the applicable CFDs. (3) Applies to issues for which a Trustee or Fiscal Agent is not the Dissemination Agent. C - 1 EXHIBIT "C" SCHEDULE OF HOURLY BILLING RATES As previously noted, work activities associated with CFD formation, additional services or as noted in Exhibit “B” will be provided and charged to the City at our hourly billing rates, unless otherwise negotiated in advance of commencing such work. The following is our schedule of hourly billing rates. SCHEDULE OF HOURLY BILLING RATES STAFF POSITION HOURLY RATE Principal $175 Senior Associate $125 Associate $95 Researcher/Technician $75 Secretary $45