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Koppel & Gruber Public Finance A2015-172C✓*/ obc CL /✓eea June 1, 2016 Lyn Gruber Koppel & Gruber Public Finance 334 Via Vera Cruz, Suite 256 San Marcos, CA 92078 RE: Extension of Termination Date for Agreement No. A2015-172 Community Facilities District administration Dear Ms. Gruber: 14000 City Center Drive Chino Hills, CA 91709 (909) 364-2600 u/u/a/. On August 5, 2015, the Finance Director of the City of Chino Hills authorized execution of Agreement No. A2015-172 with Koppel & Gruber Public Finance for Community Facilities District administration. This letter serves as notification that the termination date has been extended until September 30, 2016. All other provisions of the agreement remain in effect. Should you have any questions regarding this notification, please contact Christina Aguirre at (909) 364-2651. Sincerely, Konradt Bedlam City Manager KB:cb cc: City Clerk's Office Finance Department 0/6 C4cj9a.` Art Bennett • Ed M. Graham • Ray Marquez • Cynthia Moran • Peter J. Rogers AGREEMENT NO. A2015- 11' FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF CHINO HILLS AND KOPPEL & GRUBER PUBLIC FINANCE THIS AGREEMENT, made and entered into as of the date last signed below, between the CITY OF CHINO HILLS, a municipal corporation, hereinafter referred to as "City" and KOPPEL & GRUBER PUBLIC FINANCE hereinafter referred to as "Consultant". In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. SCOPE OF SERVICES. Consultant agrees to perform the services set forth in Exhibit A "SCOPE OF SERVICES" attached hereto and made a part hereof. Consultant shall submit its work to the City for its review after completing each phase of the project as described in Exhibit A, or when otherwise requested by the City. Consultant shall, at its own cost, make any revisions of its own work as required by the City and re -do, at its own cost, any work which the City finds unsatisfactory due to Consultant's or subcontractor's errors or omissions. Consultant represents and warrants that it has the qualifications, experience and facilities to properly perforin said services in a thorough, competent and professional manner and shall, at all times during the term of this Agreement, have in full force and effect, all licenses required of it by law. Consultants shall begin its services under this Agreement on August 1, 2015. -1- 2. STATUS OF CONSULTANT. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant shall not disseminate any information or reports gathered or created pursuant to this Agreement without the prior written approval of City except information or reports required by government agencies to enable Consultant to perform its duties under this Agreement. 3. CONSULTANT'S KNOWLEDGE OF APPLICABLE LAWS. Consultant shall keep itself informed of applicable local, state and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall observe and comply with all such laws and regulations affecting its employees. City and its officers and employees, shall not be liable at law or in equity as a result of any failure of Consultant to comply with this section. -2- 4. PERSONNEL. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff assigned to perform the services hereunder and shall obtain the approval of the City Manager of all proposed staff members performing services under this Agreement prior to any such performance. 5. COMPENSATION AND METHOD OF PAYMENT. Compensation to the Consultant shall be as set forth in Exhibit A attached hereto and made a part hereof. Total compensation shall not exceed $5,000 annually. Payments shall be made within thirty (30) days after receipt of each invoice as to all undisputed fees. If the City disputes any of consultant's fees it shall give written notice to Consultant within 30 days of receipt of an invoice of any disputed fees set forth on the invoice. 6. ADDITIONAL SERVICES OF CONSULTANT. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein or listed in Exhibit A, unless such additional services are authorized in advance and in writing by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. 7. ASSIGNMENT. All services required hereunder shall be performed by Consultant, its employees or personnel under direct contract with Consultant. -3- Consultant shall not assign to any subcontractor the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without the prior written consent of City Manager. 8. FACILITIES AND RECORDS. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 9. TERMINATION OF AGREEMENT. This Agreement will terminate on June 30, 2016, unless otherwise extended in advance and in writing by the City Manager. This Agreement may be terminated with or without cause by either party upon 30 days written notice. In the event of such termination, Consultant shall be compensated for non -disputed fees under the terms of this Agreement up to the date of termination. 10. COOPERATION BY CITY. All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Scope of Services, shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement. 11. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of, or in the event of termination, suspension or abandonment of, this Agreement, all original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall, become the sole property of City. With respect to computer files, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 12. RELEASE OF INFORMATION/CONFLICTS OF INTEREST. (a) All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization excepting that information which is a public record and subject to disclosure pursuant to the California Public -5- Records Act, Government Code § 6250, et seq. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary' provided Consultant gives City notice of such court order or subpoena. If Consultant or any of its officers, employees, consultants or subcontractors does voluntarily provide information in violation of this Agreement, City has the right to reimbursement and indemnity from Consultant for any damages caused by Consultant's conduct, including the City's attorney's fees. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by -6- Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. (b) Consultant covenants that neither they nor any officer or principal of their firm have any interest in, or shall they acquire any interest, directly or indirectly which will conflict in any manner or degree with the performance of their services hereunder. Consultant further covenants that in the performance of this Agreement, no person having such interest shall be employed by them as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. Consultant further covenants that Consultant has not contracted with nor is performing any services directly or indirectly with any developer(s) and/or property owner(s) and/or firm(s) and/or partnerships owning property in the City or the study area and further covenants and agrees that Consultant and/or its subcontractors shall provide no service or enter into any agreement or agreements with any developer(s) and/or property owner(s) and/or firm(s) and/or partnerships owning property in the City or the study area prior to the completion of the work under this Agreement without the express written consent of the City Manager. 13. DEFAULT. In the event that Consultant is in default of any of the provisions of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. -7- 14. INDEMNIFICATION. (a) Consultant represents it is skilled in the professional calling necessary to perform the services and duties agreed to hereunder by Consultant, and City relies upon the skills and knowledge of Consultant. Consultant shall perform such services and duties consistent with the standards generally recognized as being employed by professionals performing similar service in the State of California. (b) Consultant is an independent contractor and shall have no authority to bind City nor to create or incur any obligation on behalf of or liability against City, whether by contract or otherwise, unless such authority is expressly conferred under this agreement or is otherwise expressly conferred in writing by City. City, its elected and appointed officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees") shall have no liability to Consultant or to any other person for, and Consultant shall indemnify, defend, protect and hold harmless the Indemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "Claims"), which the Indemnitees may suffer or incur or to which the Indemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of or allegedly caused -8- by the negligent or wrongful acts or omissions of Consultant, its agents, officers, directors or employees, in performing any of the services under this agreement. If any action or proceeding is brought against the Indemnitees by reason of any of the matters against which Consultant has agreed to indemnify the Indemnitees as above provided, Consultant, upon notice from the CITY, shall defend the Indemnitees at Consultant's expense by counsel acceptable to the City. The Indemnitees need not have first paid any of the matters as to which the Indemnitees are entitled in order to be so indemnified. The insurance required to be maintained by Consultant under paragraph 15 shall ensure Consultant's obligations under this paragraph 14(b), but the limits of such insurance shall not limit the liability of Consultant hereunder. The provisions of this paragraph 14(b) shall survive the expiration or earlier termination of this agreement. The Consultant's indemnification does not extend to Claims occurring as a result of the City's sole negligent or willful acts or omissions. 15. INSURANCE. A. Insurance Requirements. Consultant shall provide and maintain insurance acceptable to the City Attorney in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives or employees. -9- Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Consultant shall provide the following scope and limits of insurance: (1) least as broad as: Minimum Scope of Insurance. Coverage shall be at (a) Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (b) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. (c) Workers' Compensation insurance as required by the Labor Code of State of California and Employer's Liability insurance and covering all persons providing services on behalf of the Consultant and all risks to such persons under this Agreement. (d) Errors and omissions liability insurance appropriate to the Consultant's profession. (2) Minimum Limits of Insurance. Consultant shall maintain limits of insurance no less than: (a) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general -10- aggregate limit shall apply separately to the activities related to this Agreement or the general aggregate limit shall be twice the required occurrence limit. (b) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (c) Workers' Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. (d) Errors and Omissions Liability: $1,000,000 per claim, B Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: (1) All Policies. Each insurance policy required by this paragraph 15 shall be endorsed and state the coverage shall not be suspended, voided, canceled by the insurer or either party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by Certified mail, return receipt requested, has been given to the City. (2) General Liability and Automobile Liability Coverages. (a) City, its officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs, products and completed operations of Consultant; premises owned, occupied or used by Consultant, or automobiles owned, leased or hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials, or employees. (b) Consultant's insurance coverage shall be primary insurance as respect to City, its officers, officials, employees and volunteers. Any insurance or self insurance maintained by City, its officers, officials, employees or volunteers shall apply in excess of, and not contribute with, Consultant's insurance. (c) Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (d) Any failure to comply with the reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (3) Workers' Compensation and Employer's Liability Coverage. Unless the City Manager otherwise agrees in wilting, the insurer shall agree to waive all rights of subrogation against City, its officers, officials, employees and agents for losses arising from work performed by Consultant for City. C. Other Requirements. Consultant agrees to deposit with City, at or before the effective date of this contract, certificates of insurance necessary -12- to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Consultant furnish City with copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. (1) Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides. (2) Any deductibles or self-insured retentions must be declared to and approved by City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. (3) The procuring of such required policy or policies of insurance shall not be construed to limit Consultants liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. 16. NONDISCRIMINATION/NONPREFERENTIAL TREATMENT STATEMENT. In performing this Agreement, the Parties shall not discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply, to the fullest -13- extent allowed by law, with all applicable local, state and federal laws relating to nondiscrimination. 17. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101, et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein, Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith. 18. ENTIRE AGREEMENT. This Agreement is the complete, final, entire and exclusive expression of the Agreement between the parties hereto and supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations by any party which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid and binding. 19. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of -19- this Agreement. Any litigation concerning this Agreement shall take place in the San Bernardino County Superior Court. 20. ASSIGNMENT OR SUBSTITUTION. City has an interest in the qualifications of and capability of the persons and entities who will fulfill the duties and obligations imposed upon Consultant by this Agreement. In recognition of that interest, neither any complete nor partial assignment of this Agreement may be made by Consultant nor changed, substituted for, deleted, or added to without the prior written consent of City. Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 21. MODIFICATION OF AGREEMENT. The terms of this Agreement can only be modified in writing approved by the City Council and the Consultant. The parties agree that this requirement for written modifications cannot he waived and any attempted waiver shall be void. 22. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of his/her/their corporation and warrants and represents that he/she/they has/have the authority to bind Consultant to the performance of its obligations hereunder, -15- 23. NOTICES. Notices shall be given pursuant to this Agreement by personal service on the party to be notified, or by written notice upon such party deposited in the custody of the United States Postal Service addressed as follows: City. Attention: City Clerk City of Chino Hills 14000 City Center Drive Chino Hills, California 91709 Consultant. Attention: Lyn Gruber Koppel & Gruber Public Finance 334 Via Vera Cruz, Suite 256 San Marcos, CA 92078 The notices shall be deemed to have been given as of the date of personal service, or three (3) days after the date of deposit of the same in the custody of the United States Postal Service. 24. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over Exhibit A; this Agreement supersedes any conflicting provisions. 25. SEVERABILITY. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of the other provisions of this Agreement. -16- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. KOPPEL & GRUBER PUBLIC FINANCE CITY OF CHINO HILLS By 'kr`' 64-G-- By n Cortb.4' Name (Printed) Title - 1'j Date: By 1[ 2- 3 / 56A- voitd Name (Printed) Title CX Date: --17- J ►y ana:ster Finance Director Date: g/s1)ois EXEIIBLT A i, PROJECT BACKGROUND 1.441 We understand the City of Chino Hills ("City") would like to work with a consulting firm to provide services for the annual administration ("Annual Administration") of their proposed community facilities district (`CFD") 2015-1 (Vila Borba). The City is in the process of forming this CFD to pay for the maintenance of certain recreational, landscaping and lighting improvements. The services to be provided by the CFD include the following: maintenance of parks, landscaping, public streets, and trail improvements. Standard Pacific Company (the "Developer") is currently developing 336 acres located east and west of Butterfield Ranch Road into a multi -tract community with 513 residential units to be known as "Vila Borba." The Community is collectively made up of Tract Nos. 15989, 16338, 16413 and Tract No, 16414. 11, HIS'T'ORY. AND EXPERIENCE Koppel & Gruber Public Finance ("K&G Public Finance") has been providing consulting services for cities and other public agencies for over ten years. Additionally, the partners of the firm, Scott Koppel and Lyn Gruber, each have over twenty years of consulting services experience and Douglas Floyd has over ten years of experience providing consulting services. In addition to CFD Administration our expertise also includes the following: • Special district formation (Community Facilities Districts, Landscaping and Lighting Districts, and 1913 Act Assessment Districts) • Municipal disclosure • Arbitrage calculations ▪ Mitigation fee calculation • Feasibility studies As Special Tax Consultant for the formation of the Vila Borba CFD, we have the background on the project to transition seamlessly into the achninistration. Additionally, we have worked with the City on projects since 2005 including the creation of a new budgeting model for the City to use for Landscape & Lighting District No. 1 which required an in depth knowledge of the City's overhead, open space and park maintenance cost allocations. We also have assisted the City in preparing Proposition 218 rate increase notices and protest tallies for the increase of water, sewer and trash rates. Koppel & Gruber Public Finance Annual Administration of CFD 2015-1 (Fila Borba) City of Chino Hills 111. SCOPE Olt SERVICES A. Full Service Annual Administration Services K&G Public Finance proposes to provide the following scope of services relating to the full service Annual Administration of the CFD; 1. Attend meetings with respect to the ongoing administration of the CFD. Develop effective channels of communication to facilitate the smooth administration of the CFD. 2. Prepare a parcel database to be used in maintaining and calculating the annual tax requirements which includes County Secured Roll information such as land use, building square footage, assessed values and ownership data. 3. Track parcel and tract map information, parcel changes, and collect building permit data from the City for the accurate administration of the CFD. 4. Simultaneously done with Step 2 and 3, parcels will be classified by land use classification as defined in the Rate and Method of Apportionment ("RMA") which includes Developed Property, Tax -Exempt Property, Approved Property and Undeveloped Property as well as special tax rates as further defined in the RMA. 5, Work with the City to recover all costs associated with the ongoing administration of the CFD, including, but not limited to, staff time, County costs, consultant fees, and legal fees. This is to facilitate the self-sufficiency of the CFD and is allowed for by appropriate statutes and the RMA. 6. Determine the annual budget for the CFD, typically called the Special Tax Requirement. This includes but is not limited to, maintenance needs, administrative costs identified in Step 5, and replenishment of reserves, 7, Place the appropriate charges on the County Tax Roll in the required format and provide the City with a verification of the total amount placed on the tax roll. Research any exceptions (K&G Public Finance had 0 (zero) rejections for all County submittals in Fiscal Year 2014/2015) and resubmit if possible and/or mail direct billings for parcels not able to be placed on the County Tax Roll. 8. Answer property owner questions regarding the CFD or special taxes placed on the tax roll. This helps to minimize City staff time spent on the CFD. We also provide a toll-free phone number that is placed on the tax bill next to the special tax if desired. 9. Prepare an Annual Report for the CFD including the annual budget, a list of valid assessor parcels, the calculated rates for each parcel based upon the RMA, describe development changes, and other pertinent information about the CFD. This provides the City a summary of the calculation of the annual special tax for easy access and reference. 10. Prepare the annual report required by the Local Agency Special Tax and Bond Accountability Act under Government Code 50075.3. 11. Prepare Resolutions needed to approve the Annual Levy (if necessary) and provide reports that may be helpful for presentation to the City Council. Koppel & Gruber Public Finance 2 Annual Administration of CFD 2015-1 (Vila Borba) Cily of Chino Hills 12, Attend up to two (2) City Meetings to approve the annual or other CFD related items as necessary. 13. Prepare "Notice of Special Tax" as provided for in Government Code 53340.2(b) and 53341.5. A fee of $10.00 may be charged to the requestor. 14, If requested by a person who resides in or owns property within the CFD, prepare an "Annual Report" as provided for in Government Code 53343.1. A fee for the cost of preparing the report may be charged by the City to the requesting party. IV. COMPENSATION We will provide the Scope of Services described above for the following fees in Fiscal Year 2015/2016. Annual Administration CFD No. 2015-1 $4,785 EXPENSES In addition to fees for services, K&G Public Finance shall be reimbursed for direct expenses, including travel, mileage, photocopying, data sources, recorded documents, courier services, overnight delivery, and long-distance telephone expenses. BILLING STRUCTURE K&G Public Finance will invoice on a quarterly basis for Annual Administration and on a monthly basis for all other services, The quoted fees will be subject to an annual Consumer Price Index increase for the Los Angeles -Riverside -Orange County Area All Urban Consumer Price Index (All Items) beginning July 2016, ADDITIONAL SERVICES If authorized by the City, K&G Public Finance will provide additional services not included in the above scope of services at the hourly rates provided below unless otherwise agreed upon between the City and K&G Public Finance, Principal $190 Senior Associate 130 Associate 95 Production/Administration 60 Koppel & Gruber Public Finance 3 Annual Administration of CFD 2.015-1 (Vila Borba) City of Chino Hills