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HomeMy WebLinkAboutReso 1984-11688 RESOLUTION NO. 11688 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND WAYNE D. WEDIN, FINANCING CONSULTANT, AND THE EASTLAKE DEVELOPMENT COMPANY, FOR FINANCIAL PLANNING SERVICES AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT 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 agreenen1: between THE CITY OF CHULA VISTA, a municipal corporation, and WAYNE D. WEDIN, a financing consultant acting as an independent contractor, and THE EASTLAKE DEVELOPMENT COMPANY, for financial planning services dated the 26th day of June , 1984, 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 Chula Vista be, and he execute said agreement Vista. RESOLVED that the Mayor of the City of is hereby authorized and directed to for and on behalf of the City of Chula Presented by Approved as to form by / ,/ -1- ;' / ~"'-!;- /)?cC?~?'Vt!/1.4:f?~ _ omas J. Harron, City Attorney ( ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF LJLA VISTA, CALIFORNIA, this 26th 84 ,by the following vote, to_it: day of June ES: Councilmen Scott, Malcolm, Cox, Moore, McCandliss YES: Councilmen None STAIN: COIJ'lcilmen None SENT: Councilmen None Ma}\ 0 he City of Chula Vista TESJi"MLd/ ~,~/~ V City erk /I. \TE OF CALIFORNIA ) JNTY OF SAN DIEGO ) s s . Y OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chula Vista, California, HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 11688 ,and that the same has not been amended or repealed. rED ( seal) City Clerk -660 , ,!curn -r 0: :(' '",1 1"'u;,: :.~ (d.'\' p, (). t)....J\; HJ~- ;!,1 \ ;~n., ~ ,,'. durn;" ()20!2 i ,:j";',' CONTRACT FOR FINANCING SERVICES WHEREAS, the CITY OF CHULA VISTA is presently in need of technical financial assistance in the review of various development plans and proposals to be submitted to the CITY for consideration with respect to various large-scale land development projects; and WHEREAS, the EASTLAKE DEVELOPMENT COMPANY has received pre zoning approval for the 1,268-acre EastLake I Planned Community development and is in need of the CITY's timely co- operation in the preparation and processing of SPA and subdi- vision map requirements necessary to commence the Eastlake I development program; and WHEREAS, the complexity of the Eas1:Lake I Planned Com- munity development program requires the CITY retain an out- side financing consultant for the purposes of critical review, analyzing, negotiating, and making recommendations with respect to said EastLake I project and coordinating the related efforts of various CITY departments; and WHEREAS, it is appropriate that the applicant for var- ious discretionary land use approvals in conjunction with the EastLake I Planned Community development program bear the cost of an independent financing consultant's services due to the need of review of said proposal created by the propo- nent's application in accordance with the CITY OF CHULA VISTA's full-cost-recovery program; NOW, THEREFORE, BE IT RESOLVED that the CITY OF CHULA VISTA; Mr. Wayne D. Wedin, an independent contractor and financing consultant; and the EASTLAKE DEVELOPMENT COMPANY, do hereby mutually agree as follows: I. PARTIES The parties to this agreement are the CITY OF CHULA VISTA, a municipal corporation (hereinafter referred to as "CITY"); MR. WAYNE D. WEDIN, a financing consul tant acting as an independent contractor (hereinafter refer- red to as "CONSULTANT"); and the EASTLAKE DEVELOPMENT COMPANY, a California Corporation, the applicant for various discretionary approvals in conjunction with the EastLake I Planned Community (hereinafter referred to as "APPLICANT" or "PROJECT APPLICAN~"'). II. EASTLAKE I DEVELOPMENT PROJECT: The term "EastLake I Development Project" as referred to hereinbelow means that project in area regulated pursuant to the Planned Community District Regulations /<:'-//6?f' for EastLake I dated July 9, 1982, as amended, and depicted as such by notation on the Land Use Element of the CITY's Municipal General Plan. III. INTENT OF THE PARTIES: It is the intent of the CITY, CONSULTANT, and APPLICANT that CONSULTANT work solely for the CITY and perform the tasks outlined hereinbelow associated with the EastLake I Development Project to assist the CITY in providing the project guidance and reviews which are appropriate for a proposal of the type submitted by APPLICIANT in accordance with applicable provisions of State law and the Municipal Code of the CITY OF CHULA VISTA. CONSULTANT's obligation, as provided further hereinbelow, is to expedite the review, analysis, nego- tiations, coordination of reviews, and preparation of various recommendations to the CITY Planning Commission and the CITY COUNCIL with respect to APPLICANT's pro- posal. APPLICANT's duties are generally to provide payment to the CITY for the financing review services provided by the CITY's CONSULTANT and, further, to provide such information, applications, etc., as may be otherwise required by CONSULTANT and CITY staff to fully and adequately review the EastLake I Development Project in accordance with the standards set forth in the EastLake I Planned Community District Regulations dated July 9, 1982, as amended, and applicable provi- sions of the Municipal Code of the City of Chula Vista. IV. OBLIGATIONS OF CITY: CITY, pursuant to this agreement, hereby contracts with MR. WAYNE D. WEDIN (CONSULTANT) to act on its behalf directly and indirectly and in conjunction with CITY staff in providing the following scope of work: A. Scope of Work Staff critical review, processing, analysis, and recommendations with respect to the APPLICANT's re- quest for various approvals within the EastLake I Planned Community Area, including, but not limited to, the following: 1) Review all conditions of the approved Planned Community Zone. 2) Identify the public facility issues that need to be resolved. 3) Serve as an advisor to CITY and DEVELOPER in dealings with other governmental entities. /1- //6 SS' 4) Develop a financing plan for public improvements for the EastLake project. V. COORDINATION OF PROJECT REVIEW: Pursuant to this agreement, CITY shall authorize CON- SULTANT to coordinate and expedite, subject to the con- currence of the City Manager of CITY, all such CITY departments or other governmental agencies as may be necessary to undertake the activities, tasks, reviews, and analyses set forth hereinabove associated with such development project reviews, for the purpose of streamlining the CITY's consideration of said project and avoiding unnecessary delays in review, duplication of work as between various CITY departments, and other inefficient expenditures of staff time. VI. ADMINISTRATION OF CONSUL'rING CONTRACT: The CITY hereby appoints its City Manager, or his designee, as the CITY's representative in the review and administration of the work performed by CONSULTANT pursuant to the terms of CONSULTANT's scope of work. CONSULTANT and CITY MANAGER shall meet as necesary, but nO less than each 3D-day period, for the purpose of discussing the project. VII. PROJECT SCHEDULE AND SUBMITTAL DATES: The CITY hereby authorizes CONSULTANT to negotiate with APPLICANT a schedule for the preparation and processing of APPLICANT's submittal, as well as estimated hearing dates, subject to the CITY MANAGER's concurrence. CON- SULTANT shall further negotiate cooperative efforts associated with the EastLake I Development Project, as well as hearing schedules concerning the scope of work. VII. OBLIGATIONS OF CONSULTANT: CONSULTANT shall perform the scope of work described hereinabove and in doing so shall review, analyze, critique, and make recommendations regarding the various discretionary approvals sought by APPLICANT. IX. ACCESS TO CITY FACILITIES: The CITY shall permit access to its facilities by CONSUL'l'ANT throughout the term of the contract. X. OBLIGATIONS OF APPLICANT: APPLICANT, pursuant to the terms and conditions of this agreement, shall promptly remit to the CITY payments /? 1/65.5 upon receipt of invoices for the amounts set forth and following the times provided in Paragraph XIII herein- below. XI. APPLICANT'S SUBMITTAL OF MATERIALS: APPLICANT shall provide such information as necessary, pursuant to the terms and conditions of the EastLake I Planned Community District Regulations dated July 9, 1982, as amended, and the herein described scope of work for the CITY and CONSUL'l'ANT to review APPLICANT's proposal, excepting therefrom any business or trade secrets or otherwise proprietary business information held by APPLICANT. XII. TERM: 'l'his agreement shall become effective upon execution as authorized by the Mayor of the CITY, or his designee, and shall terminate, if not terminated pursuant to the provisions contained hereinbelow in Paragraphs XVI, XVII, or XVIII, or otherwise extended by all parties, on December 31, 1984. XIII. COMPENSATION: The compensation to be paid by CITY to CONSULTANT shall be $125.00 per hour plus expenses. CONSULTANT shall submit monthly invoices to the Finance Director of the CITY which shall be due and payable within 30 days. The APPLICANT agrees to pay the CITY upon demand the total sum billed by the CONSULTANT each month for the duration of this agreement. Notwithstanding the above payment schedule, all monies shall be due and payable within 30 days of invoice, except as provided for here- inbelow with respect to cancelation at the convenience of CITY or for reasons of nonperformance. XIV. CITY ADMINISTRATIVE OVERHEAD: Pursuant to this agreement, CITY shall be entitled to claim from APPLICANT, in addition to the compensation schedule set forth hereinabove in Paragraph XIII, one percent (__L__ %) of said funds as CITY's administrative overhead incurred in the ad- ministration of this agreement. XV. INTEREST OF CONSULTANT: CONSULTANT presently has and shall acquire no interest whatsoever in the East.Lake Development Company's Planned Community project, the subject matter of this // "c //(,&5 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 inter- est shall be employed or retained by CONSULTANT under this agreement. CONSULTANT specifically certifies that, to the best of his knowledge, neither CONSULTANT nor any other person employed or retained by CONSULTANT has performed work for or on behalf of the EASTLAKE DEVELOPMENT COMPANY, or its predecessor in interest. CONSULTANT specifically certifies, in addition, that no promise of future employment or other consideration of any kind has been made to CONSULTAN'r or any employee, or representative of CONSULTANT, by the APPLICANT, any employee, agent, or representative of the APPLICANT, regarding the subject matter of this agreement, or any future project in which APPLICANT has an interest. XVI. TERMINATION OF AGREEMENT FOR CAUSE:: If, through any cause, CONSULTANT shall fail to fulfill in a timely and proper manner his obligations under this agreement, or if CONSULTANT shall violate any of the covenants, agreements, or s,tipulations of this agreement, CITY shall have the right to terminate this agreement by giving written notice to CONSULTANT of 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, surveys, draw- ings, maps, reports, and other materials prepared by CONSULTANT shall, at the option of CITY, become the property of CITY, and CONSULTANT 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 termi- nation, not to exceed the amounts payable under Para- graph XIII hereinabove. XVII. TERMINATION FOR CONVENIENCE OF CITY: CITY may terminate this agreement, at any time and for any reason by giving written notice to CONSULTANT of such termination and specifying the effective date thereof, at least thirty (30) days before the effec- tive date of such termination. In that event, all finished and unfinished documents and other materials described in Section XVI hereinabove shall, at the option of CITY, become CITY's sole and exclusive prop- erty. If the agreement is terminated by CITY as pro- vided in this paragraph, CONSULTANT 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. . {l-/16fS CONSULTANT hereby expressly waives any and all claims for damages or compensation arising under this agree- ment except as set forth in Paragraph XIII hereinabove in the event of such termination. XVIII.TERMINATION AT THE REQUEST OF APPLICANT: APPLICANT may terminate APPLICANT's obligations with respect to this agreement at any time and for any reason by giving written notice to CITY of such intent to terminate said agreement and specifying an effective date of such termination at least thirty (30) days be- fore the date of termination. In the event that APPLI- CANT shall terminate the terms of this agreement, APPLICANT shall remain liable for all work undertaken up to and including the effective date of said termina- tion for which CITY shall be entit.led to receive just and equitable compensation for satisfactory work per- formed by CONSULTANT due and owing pursuant to Para- graph XIII hereinabove. XIX. ASSIGNABILITY: CONSULTANT shall not assign any interest in this agree- ment, 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 CONSULTANT from CITY and APPLICANT 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 as- signment requiring approval may not be further assigned without CITY approval. XX. Q~!,!~~~!!'!'!:.L .l:!:!~~.!.f~,!:,'!'Q!,!.L ~~.l:~Q.Q'!:!f,!:,'!'Q!,! AND USE OF MATERIAL: 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 CONSUL- TAN'r in the United States or in any other country with- out 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 pat- ent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or proper- ties produced under this agreement. CONSULTANT retains the right to keep a copy of his work for his personal files. IZ -/1 C6.~ XXI. INDEPENDENT CONTRACTOR: CITY is interested only 1n the results obtained, and CONSULTANT shall perform as an independent contractor with sole control of the manner and means of performing the services required under this agreement. CITY main- tains the right only to reject or accept CONSULTANT's final work product as each phase of this agreement is completed. CONSULTANT and any of 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. XXII. CHANGES: CITY may from time to time require changes in the scope of the services by CONSULTANT to be performed under this agreement. Such changes, including any increase or decrease in the amount of CONSULTANT's compensation, which are mutually agreed upon by CITY, CONSULTANT and APPLICANT shall be effective as amendments to this agreement only when in writing. IN WITNESS WHEREOF, CITY, have executed this Contract for ment) this 26th day of June CONSULTANT, and APPLICANT Financing Services (agree- , 1984. CITY OF CIJl(LA VISTA: I " ,i ) I [; ,'~j~-cr-/.,t. ., . ;,~. Gregbri R.'Cox, Mayor By CONSULTANT: By , W yne D. APPLICANT: EASTLAKE DEVELOPMENT COMPANY, a California Corporation By " l:, t .,' ", ,'. T'~ L ; '.', \.' _ I', (, { R6bert L. Santos, Vice President ;2-1/6Sf 1. Mr. Wayne Wedin 2. Mr. John Francis 3. Mr. Merton Cameron 4. Mrs. Barbara Vasquez 5. Mr. Larry Mandell PROJECT TEAM Key Personnel President, Wedin Enterprises, Inc. The responsible contracting party Principal in the Nonprofit Advisory Group Attorney at Law and Member, California State Bar Principal of Merton Cameron and Associates Project Coordinator, Economic and Financial Development Profession- al, Real Estate Broker/Realtor. Principal of Barbara Vasquez & Associates Data collection, public relations Intergovernmental relations Principal of Larry Mandell & Associates Data Collection, Land Use Analy- ses, Market and Feasibility work ,R-//h!f On-Call Affiliated Resource People 1. Mr. william Davis Principal of Davis-Duhaime Associates Specialist in school architec- ture and financing of school capital projects 2. Dr. Alfred Gobar President of Alfred Gobar Associates, Inc. Land Economist 3. Mr. Wayne Foss Principal of Foss Associates Real Estate Appraisal M.A.I., S.R.P.A. 4. Mr. Ralph Castaneda Principal of Castaneda & Associates Environmental and City/County Land Use Specialist 5. Mr. Sam Peterson Principal of Sam W. Peterson & Associates Civil Engineering/City Engineer 6. Mr. Kenneth Marr Professional Cost Estimator for Real Estate Projects. )? ///S5 June 19, 1984 John D. Goss City Manager City of Chula Vista 276 Fourth Avenue Chula Vista, CA 92010 It was a real pleasure to be able to meet with you and your staff the other day and to talk about ways in which we can deal with the Eastlake Development project. As I understand my role, it would be to work under contract to the City (with a subsequent fee of some type similar to the E.I.R. preparation process negotiated with the Eastlake Developers to cover said costs) to do the following: 1. Review all conditions of the approved Planned Community Zone. 2. Identify the public facility issues that need to be re- solved. 3. Serve as an advisor to the City and developer in dealings with other governmental entities. 4. Develop a financing plan for public improvements for the the Eastlake project. 5. Prepare a master scheduling and processing check list. 6. Perform other tasks as needed by the City in this effort. It would be our intent to use the most economical method of servicing your needs as a client as possible, but in all ac- tions the total effort will be personally supervised by myself. As noted, my fees are $125 per hour plus expenses and are billed on a monthly basis with an invoice that shows how all time was used and when. All other time used within the firm, other than my own, will be at an hourly amount less than that shown above. The client, therefore, is in a position to control the costs involved. WEDIN ENTERPRISES, INC. _1,/,1 ! ~:': t,;'r'~y"': Pi",!": )1 :r: 'JJ; . ~'-j 1'<I'Ij ,ilf:~'nirj ';OcLl1 . ,~913) 6948800. (714) ~2S 4041 R-I//5S City of Chula Vista June 19, 1984 Page Two Should there be a need for me to structure major financing on your behalf or to secure major contributions of outside capi- tal to the project (from the City, for example), I charge a fee of one and one-half percent (1-1/2%) of the gross amount involved; however, all hourly fees paid to the point of financing are first deducted before distribution of the financing fee is made. We would work closely with your offices to make sure our work agenda meets your approval and is consistent with your ef- forts. Included with this letter is a schedule of work which represents my estimate of the time necessary to accomplish the tasks required for the completion of the work outlined. ~ ~~ Wa~~. Wedin p:~id~nt WDW/vh Enclosures cc: Robert L. Santos, Eastlake Development ;{J 1/6! 5 MASTER SCHEDULE FINANCIAL CONSULTING 1. Initial review of all Planning Commission conditions and development documents Completed 2. Meeting with developers regarding development plans 1-2 days 3. Meeting with City regarding developer's plans and major infrastructure issues 1-2 days 4. During points 2 and 3 above, the consultant will de- fine the public service issues involved in the financ- ing plan and will interface with other entities (schools, etc.) as needed. 5. Evaluation of data gathering phase and development of initial financing plan should be accomplished in not to exceed one (1) week based upon what I know at this point. 6. Based upon the conversations I have had and the docu- ments reviewed, I believe we can have the preliminary financing plan completed and ready for discussion by the end of August or first of September. If my assumptions of time necessary to do the work are rea- sonably accurate, the work should not only be done by the end of August, but it should be accomplished for approximately $12,000 to $15,000, plus expenses and ai:tendance at meetings necessary to process the document. Implementation of any or all of the plan would, of course, not be included in this phase of the work. 6/19/84 vh WEDIN ENTERPRISES, INC. FJ",'; [ere) ,_cl';lfjvT f.!u-I(: ')Ub . I ,j H-'Jt:y 'J, ( 'J11'U'n!cl 9']631 . I') 1 J) 694-8800 . (,/14) 595-4047 /'2-/I('jS