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HomeMy WebLinkAboutReso 1985-12153 Revised 8/29/8~ RESOLUTION NO. 12153 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND F. MacKENZIE BROWN, INC., LEGAL COUNSEL, WILLDAN ASSOCIATES, ENGINEERING CONSULTANT, AND KADIE-JENSEN AND JOHNSON, FINANCIAL CONSULTANTS AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGRE~4ENT The City Council of the City of Chula Vista does hereby resolve as follows: NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista that that certain agre~ent between THE CITY OF CHULA VISTA, a municipal corporation, and F. MacKENZIE BROWN, INC., Legal Counsel, WILLDAN ASSOCIATES, Engineering Consultant, and KADIE-JENSEN AND JOHNSON, Financial Consultants dated the 27thday of Auqust , 1985, a copy of which is attached hereto and incorporated herein, the same as though fully set forth herein be, and the same is hereby approved. BE IT FURTHER RESOLVED that the Mayor of the City of Chula Vista be, and he is hereby authorized and directed to execute said agreement for and on behalf of the City of Chula Vista. Presented by Approved as to form by J~n~P. Li~ppi~tt~0f ~~rron, City ~lic Works/City Engineer ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, this .... 27th day of,, Aug'ust 19 85 , by the following vote, to-wit: AYES: Councilmembers Moore, Cox, Malcolm, McCandliss NAYES: C0unci l members None ABSTAIN: Counci ]members None ABSENT: C0unci ]members Scott ~ Ma~)~'~the City of Chula Vista  /' "" City Clerk ~' STATE OF CALIFORNIA ) COUNTY OF SAN DIEC:~ ) ss. CITY OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chula Vista, California, DO HEREBY CERTIFY that the obove ond foregoing is a full, true ond correct copy of RESOLUTZ0N NO. 12153 ,and that the some hos not been omendedor repealed. 3ATED (secl) City Clerk 3C-660 Revised ~/28/85 AGREEMENT FOR SERVICES THIS AGREEMENT entered into this 27th day of August , 1985, by and between THE CITY OF CHULA VISTA, a municipal corporation (hereinafter referred to as "City"), F. MacKENZIE BROWN, INC., Legal Counsel, WILLDAN ASSOCIATES, Engineering Consultant, and KADIE-JENSEN & JOHNSON, Financial Consultant (hereinafter referred to as "Support Consultants"). W I T N E S S E T H : WHEREAS, the City is considering the financing of certain public improvements, together with appurtenances and appurtenant work, in a proposed development project known as EastLake Development I (hereinafter referred to as the "Project") with financing proceedings to be conducted either pursuant to the provisions of the "Municipal Improvement Act of 1913", being Division 12 of the Streets and Highways Code of the State of California, and/or the provisions of the "Mello-Roos Community Facilities Act of 1982", being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code or other applicable California financing techniques, and WHEREAS, City is desirous has at this time obtained the services of a Project Manager to assist the City in structuring and implementing a work program as it relates to the proceedings for the referenced Project, and City is further desirous to retain the professional services of the Support Consultants to provide all required legal, engineering and financing expertise as desired and needed in order to coordinate all activities and assist in the preparation of the Project Implementation Report. NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED by and between the parties hereto as follows: SECTION 1. The Support Consultants to work under the direction of and in coordination with the Project Manager and City to assist the City in the referenced Project shall be the following: A. F. MacKENZIE BROWN, INC.: Special Counsel and Bond Attorney responsible for analyzing legal aspects of alternate methods of financing, including City Code provisions, including analysis of development agreements. This agreement shall not be interpreted as a contract for Bond Counsel services. B. KADIE-JENSEN & JOHNSON: Financial consultant to assist in special tax and special assessment analysis, bond amortization schedules, determine financial feasibility and cost distribution. R-12153 C. WILLDAN ASSOCIATES: Assessment engineer to prepare base maps and overlays and assessment diagrams; to prepare assessment spread or special tax distribution. For specific duties and responsibilities, see the appropriate indication following the Task listings in Section 3. Note that coordination of effort and overlapping responsibilities between Support Consultants on some assignments will be required for total preparation of any work program and feasibility study. SECTION 2. Support Consultants shall generally provide the following services: A. Work directly under the direction and supervision of the Project Manager to provide all legal, engineering and financing information as may be necessary to assist the Project Manager in coordinating the work program for the referenced Project. B. Appear at any meetings and/or hearings as requested by the Project Manager. C. Provide such information, as well as documentation, as requested by the Project Manager to assist in the final preparation of the implementation and work program for the Project. D. Make recommendations as to financing alternates that may be available for the Project. E. Provide all other professional or support services as required by the Project Manager as covered under the scope of work and tasks for the Agreement between the City and Project Manager. SECTION 3. The specific scope of work and work program will be coordinated with the Project Manager and Support Consultants responsible (Brown - B; Kadie - K; Willdan W) shall consist of the following: A. TASK 1 REVIEW PLANS AND REPORTS GENERALLY CONSISTING OF THE FOLLOWING: - Environmental Impact Report and support documentation - Specific Plan and amendments - Development Agreement - Schools Report - EastLake Project Regulations - Park Land Acquisition & Development Ordinance (PAD) -2- - Residential Construction TAX (RCT) - Tentative tract Maps and Final Maps, Conditions, Agreements - Transportation Phasing Plan data - Sewer and Water Reports - All other prepared and related documents B. TASK 2 - INTERVIEWS WITH CITY STAFF MEMBERS~ CONSULTANTS AND REPRESENTATIVES OF THE PROPERTY OWNERS, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: - Santos - Cinti - Wedin - Aftahi - Tebbetts - Schlaefli - Lippitt - Krempl - School District Superintendents Other personnel as deemed appropriate C. TASK 3 ASSEMBLE DATA AND MATERIAL NECESSARY TO TEST FEASIBILITY OF FINANCING PLAN: - Prepare an estimated annual rate of development for each land use, i.e., residential dwelling units, industrial and commercial equivalent dwelling units (W/K). - Listing all public facility projects required for buildout of EastLake I with the following information for each project: - Description (diagram - dimensions) (W) - Cost estimates (units - quantities) (W) - Year of need (criteria) (W/K) - Type of benefit (special, general, incidental) (W/K/B) - Preliminary proposed method of financing (subdivision, fees, Facilities Benefit Assessment procedure, Mello-Roos Community Facilities Act of 1982, special assessment proceedings, reimbursement districts and others) (W/K/B) - Prepare estimates of land values by parcel (selected areas). INitial estimate to be based upon available information and relationship of debt to value will determine whether or not appraiser must be retained. Project Manager will make recommendation to City is appraiser required. (W/K) -3- D. TASK 4 - PREPARE BASE MAP AND ORGANIZE DATA - Overlays (W) - Assessor's parcels with ownership (W) - Tentative Map and Final Map approved and in process and conditions and agreements (W) - Financing District boundaries for Project or Projects (K/W) - PRepare data base model for computer and in-put data (W) E. TASK 5 TEST FINANCIAL FEASIBILITY POTENTIAL OF FINANCING DISTRICTS - Develop preliminary basis and methodology for cost distribution (W/K) - Develop areas and type of benefit (W/K/B) - Group projects based on time of need (W/K/B) - Develop potential district boundaries and preliminary distribution of costs (W/K) - Test underwriter feasibility (K) - Evaluate special tax v. special assessments v. "pay-as-you-go" fees (K/B) - Identify and recommend specific financing tools for each project or group or projects (K/B/W) F. TASK 6 - COORDINATION AND COMMUNICATION This Task is the responsibility of Project Manager. G. TASK 7 - RECOMMEND IMPLEMENTATION PROGRAM FOR ALL PUBLIC FACILITY PROJECTS (K/B/W) - Make recommendation as to specific work program for this fiscal year implementation (fiscal year 1986), including but not limited to the following: (a) Recommendations for specific financing mechanism for each public facility identified in the EastLake I Financing Plan. (b) Where an assessment (13/15 Act) or special tax (Mello-Roos) is recommended, the following information will be provided: Description and cost estimate of project - Preliminary district boundaries Basis and methodology of the spread of costs Demonstration of financial feasibility Preliminary assessments/tax per parcel Implementation program and schedule -4- (c) Where other financing mechanisms are recommended (Facilities Benefit Assessments, Impact Fees, Reimbursement Districts, Special Park Fees), a specific implementation program and schedule will be provided. (d) Priority and expanded detail will be given to projects necessary to facilitate timely private development as provided in the transportation and facility phasing plans contained in the adopted Financing Plan. (e) Recommend step by step procedure for implementing financing mechanism to be used for funding each public facility. H. TASK 8 - INTERIM FACILITIES FINANCING AGREEMENTS - Assist City in preparation of interim facilities financing agreements in order to allow development prior to final implementation of financing mechanisms. SECTION 4. The amount of time estimated to prepare and complete the Project Implementation Report is one hundred twenty (120) days. The time schedule is based on an assumption of adequate cost estimates being available from EastLake for the proposed improvements. SECTION 5. The Support Consultants shall be paid a fee computed as follows: A. F. MacKENZIE BROWN, INC. at the hourly rate of $125.00 per hour, not to exceed $10,000.00; B. WILLDAN ASSOCIATES at the hourly rates as set forth in the attached, referenced and incorporated as Exhibit "A", not to exceed $40,000.00; C. KADIE-JENSEN & JOHNSON at the hourly rate of $85.00 per hour, not to exceed $20,000.00. The Support Consultants will also be reimbursed for all out-of-pocket expenses, outside of normal office overhead, including but not limited to, travel, printing, map preparation, aerial photography and related documentation reproduction. All fees will be payable on a monthly basis upon an invoice submitted -5- by Willdan Associates. Invoices submitted will indicate specific out-of-pocket expenses, contain a detailed description of the Task performed by each Consultant and the number of hours relating to each Task. The total fees and the total out-of-pocket expenses to be paid to Support Consultants shall not exceed the amounts as set forth above, unless further written authorization is given by the City. One-third (1/3) of the above Support Consultant fees shall be applied as a credit against any subsequent fees payable when bonds are issued where th Support Consultants are retained for professional services, except in such cases as Support Consultants are retained on an hourly basis for such services. CONFLICT OF INTEREST SECTION 6. Support Consultants presently has and shall acquire no interest whatsoever in the EastLake Development Project, the subject matter of this Agreement, direct or indirect, which would constitute a conflict of interest or give the appearance of such conflict. No person having any such conflict of interest shall be employed or retained by Support Consultants under this Agreement. Support Consultants specifically certifies that neither Support Consultants nor any other person employed or retained by Support Consultants has performed work for or on behalf of the EastLake Companies, or its predecessor in interest. Support Consultants specifically certifies, in addition, that no promise of future employment or other consideration of any kind has been made to Support Consultants or any employee, agent, or representative of Support Consultants, by the EastLake Development Company, any employee, agent or representative of the Support Consultants regarding the subject matter of this Agreement, or any future project in which Support Consultants has an interest. TERMINATION OF AGREEMENT FOR CAUSE. SECTION 7. If, through any cause, Support Consultants shall fail to fulfill in a timely and proper manner his obligations under this Agreement, or if Support Consultants shall violate any of the covenants, agreements, or stipulations of the Agreement, City shall have the right to terminate this Agreement by giving written notice to Support Consultants of -6- such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, su'rveys, drawings, maps, reports, and other materials prepared by Support Consultants shall, at the option of City, become the property of City and Support Consultants shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of notice of termination, not to exceed the amounts payable under Section 5 hereinabove. TERMINATION FOR CONVENIENCE OF CITY. SECTION 8. City may terminate this Agreement at any time and for any reason by giving written notice to Support Consultants of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described in Section 7 hereinabove shall, at the option of City, become City's sole and exclusive property. If the agreement is terminated by City as provided in this paragraph, Support Consultants shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. Support Consultants hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth in Section 4 hereinabove in the event of such termination. ASSIGNABILITY. SECTION 9. Support Consultants shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of City; provided, however, that claims for money due or to become due to Support Consultants from City under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of such assignment or transfer shall be furnished promptly to City. Any assignment requiring approval may not be further assigned without City approval. -7- OWNERSHIP, PUBLICATION, REPRODUCTION AND USE OF MATERIAL. SECTION 10. All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights , or patent right by Support Consultants in the United States or in any country without the express written consent of City. City shall have unrestricted authority to publish, disclose (as may be limited by the provisions of the Public Records Act), distribute, and otherwise, use, copyright or patent, in whole or in party, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. INDEPENDENT CONTRACTOR. SECTION 11. City is interested only in the results obtained, and Support Consultants shall perform as an independent contractor with sole control of the manner and means of performing the services required under the Agreement. City maintains the right only to reject or accept Support Consultant's final work product as each phase of this Agreement is completed. Support Consultants and any of Support Consultant's agents, employees, or representatives are, for all purposes under this Agreement, an independent contractor, and shall not be deemed to be an employee of City, and none of them shall be entitled to any benefits to which City employees are entitled, including, but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave, or other leave benefits. CHANGES. SECTION 12. City may from time to time require changes in the scope of the services by Support Consultants to be performed under this Agreement. Such changes, including any increase or decrease in the amount of Support Consultant's compensation, which are mutually agreed upon by City and Support Consultants shall be effective as amendments to this agreement only when in writing. -8- _ IN WITNESS WHEREOF, City and Support Consultants have executed this Agreement on this 27th day of Auqust , 1985. THE CITY OF CHULA VISTA SUP] TS Mayor of t~ ~ty of Ch%fla Vista ~/ City Clerk ~ Approved as to form by ~/s t~a n t~C i t y A~t t.o r~e y~/ ~ Wi~ dan AssTtes 0730a -9- WILLDAN ASSOCIATES [] ENGINEERS & PLANNEBS Anoheim Norwo k Ven~ro ~onoos~e Son Bernord~nc ond Son O~e~o Coi~forn~o A SCHEDULE OF FEES FOR PROFESSIONAL SERVICES AUGUST 1, 1985 dULY 31, 1986 FEE RATE CLASSIFICATION PER HOUR PRINCIPAL ENGINEER $ 90.00 DIVISION MANAGER 80.00 SENIOR PROJECT ENGINEER 67.00 PROJECT MANAGER 61.00 PROJECT ENGINEER . 56.00 SENIOR SURVEY ANALYST 55.00 SENIOR DESIGNER 48.00 SENIOR PUBLIC WORKS INSPECTOR 47.00 SENIOR DESIGN ENGINEER 45.00 SENIOR DRAFTSPERSON 44.00 DESIGN ENGINEER 40.00 DESIGNER 40.00 PUBLIC WORKS INSPECTOR 40.00 DRAFTSPERSON 37.00 JUNIOR DRAFTSPERS~N'(~ECHNICAL AID 31.00 SENIOR REAL PROPERTY AGENT 67.00 REAL PROPERTY AGENT . 61.00 ASSISTANT REAL PROPERTY AGENT 50.00 TWO-MAN FIELD PARTY 108.00 THREE-MAN FIELD PARTY 134.00 CLERICAL . 28.00 IT SHOULD BE NOTED THAT THE FOREGOING WAGE RATES ARE EFFECTIVE THROUGH JULY 31, 1986. THE RATES MAY BE ADJUSTED AFTER THAT DATE TO COMPENSATE FOR LABOR ADJUSTMENTS AND OTHER INCREASES IN LABOR COSTS. 03,'$1333:f 3633 CAMINO DEL RIO SOUTH · SUITE 207 · SAN DIEGO · CALIFORNIA 92108 · (619) 281-9211