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HomeMy WebLinkAboutC-1757 tee iz r ARCADIA REDEVELOPMENT AGENCY PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 20th day of February, 2001 by and between the Arcadia Redevelopment Agency, a public body, corporate and politic organized under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066-6021 ("Agency ") and HdL Coren and Cone, a Corporation with its principal place of business at 1340 Valley Vista Drive, Suite 200, Diamond Bar, CA 91765 ("Consultant"). Agency and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perfouu and assume responsibility for the provision of certain professional services required by the on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing Property Tax Analysis and Projection services to public clients, is licensed in the State of California, and is familiar with the plans of Agency. 2.2 Project. Agency desires to engage Consultant to render such services for the proposed 2001 Tax Allocation Bond Issue ("Bonds") of the Agency ("Project") 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 Agency all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Property Tax Analysis and Projection 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 term of this Agreement shall be from February 20, 2001 to the issuance of the Bonds, unless earlier terminated as provided herein.. Consultant shall complete RVPUB\NGS1.557188 1 the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 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 detemrine the means, methods and details of performing the Services subject to the requirements of this Agreement. Agency retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perfoliu similar or different services for others during the tern.' of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of Agency 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. Consultant 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 Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. 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, Agency shall respond to Consultant's submittals in a timely manner. Upon request of Agency, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements.- All work prepared by Consultant shall be subject to the approval of Agency. 3.2.4 Substitution of Key Personnel. Consultant has represented to Agency that certain key personnel will perforul 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 Agency. In the event that Agency and Consultant cannot agree as to the substitution of key personnel, Agency shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perfolcii the Services in a manner acceptable to the Agency, or who are determined by the Agency 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 Agency. The key personnel for performance of this Agreement are as follows: Marty Coren. 3.2.5 Agency's Representative. The Agency hereby designates Don Penman, Assistant City Manager/Deputy Executive Director, or his or her designee, to act as its representative for the performance of this Agreement ("Agency's Representative"). Agency's Representative shall have the power to act on behalf of the Agency for all purposes under this RVPUB\NGS\557188 2 Contract. Consultant shall not accept direction or orders from any person other than the Agency's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Marty Coren, or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). 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 portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with Agency staff in the performance of Services and shall be available to Agency's staff, consultant's and other staff at all reasonable times. 3.2.8 Standard of Care; Perfounance 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 perfoun 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 perfouu the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the teim 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 Agency, 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 deteunined by the Agency 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 Agency, 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 perfolinance 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 perfoinis any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Agency, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold the Agency, 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 comply with such laws, rules or regulations. RVPUB\NGS1557188 3 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 Agency 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 Agency 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 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 foLiii 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 Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: 51,000,000 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' 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. 10.3 Professional Liability. Consultant shall procure and maintain, and require its sub c. - tants to procure and maintain, for a period of five (5) years profession. Such insurance shall be in an amoun = ess 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 foinis supplied or approved by the Agency to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the Agency, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations RVPUB\NGS\557188 4 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 Agency, 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 Agency, 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 Agency, 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 Agency, 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 Agency, 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. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the Agency, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work perfoiuied 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 Agency; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Agency, 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 Agency, its directors, officials, officers, 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 Agency. Consultant shall guarantee that, at the option of the Agency, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Agency, 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:VI[I, licensed to do business in California, and satisfactory to the Agency. RVPUB\NGS\557188 5 3.2.10.8 Verification of Coverage. Consultant shall furnish Agency with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Agency. 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 Agency if requested. All certificates and endorsements must be received and approved by the Agency before work commences. The Agency 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 perfoinied. 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 lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 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 "C" attached hereto and incorporated herein by reference. 3.3.2 Payment of Compensation. Consultant shall submit to Agency 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. Agency 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 Agency. 3.3.4 Extra Work. At any time during the term of this Agreement, Agency may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by Agency 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 Agency's Representative. RVPUBWGS\557188 6 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 Agency 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 Teimination. Agency may, by written notice to Consultant, teiiuinate 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 teimination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to Agency, 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, Agency may require Consultant to provide all finished or unfinished Documents and Data and other infoiniation of any 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, Agency 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 peiniitted or required under this Agreement shall be'given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: HdL Coren and Cone 1340 Valley Vista Drive, Suite 200 Diamond Bar, CA 91765 Attn: Marty Coren Agency: Arcadia Redevelopment Agency 240 West Huntington drive Arcadia, CA 91066-6021 Attn: Don Penman, Deputy Executive Director/Development Services Director RVPUB\NGS\557188 7 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 Agency 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 Agency 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 Agency. Agency 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 Agency's sole risk. 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 perfonniance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Agency, 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 Agency's name or insignia, photographs 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 Agency. 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 party 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 Agency,'its officials, officers, employees, volunteers and agents free and harmless from any and RVPUB\NGS\557188 8 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 attorneys 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 Agency, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Agency, its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Agency, 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 Agency, 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. 3.5.10 Agency's Right to Employ Other Consultants. Agency 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 Agency. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall 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 teini referencing time, days or period for perfoiuiance 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 Agency include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and RVPUB\NGS\557188 9 • 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 performed 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, Agency shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of Agency, during the term of his or her service with Agency, 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 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 Agency's Minority Business Enterprise program, Affirrrrative 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 RVPUB\NGSV 57188 10 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 maybe 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 Agency. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. - ARCADIA REDEVELOPMENT AGENCY HdL COREN AND CONE By: h bt ��� By: t/(,c 4 e argot/ Y• � William R. Kelly Marty Coren Executive Director Principal Attest: ency Secretary Approved as to Form: a/JAL, P, b _r Stephen P. Deitsch Agency Attorney RVPUB\NGS\557188 11 • EXHIBIT "A" SCOPE OF SERVICES 1. Review of Historical Revenues: Consultant will review the growth in taxable values over the past five fiscal years and disclose any major reasons for change in values. In addition, an analysis will need to be prepared of the actual tax increment receipts to the initial county levy in order to determine collection trends and deteiiuine the impact of property tax refunds. 2. Current Year Revenue Estimate: An estimate of the 1999-2000 and 2000-2001 tax increment revenues expected to be received in the project area will be prepared. An analysis of recently resolved and open appeals will need to be reflected in the calculation of current year revenues. Existing liens on tax increment will also need to be estimated in order to determine the amount of tax increment available for debt service. 3. Analysis of County Allocation Procedures: A review of County procedures used for the calculation of tax increment, including tax increment from the application of tax rate to incremental value and unitary property taxes,will need to be prepared for current year and prior year revenues. Through this analysis the Agency wishes to ensure that the current year revenue estimate is accurate. 4. Tax Increment Projection: A ten-year projection showing the tax increment revenues estimated to be annually allocated to the Agency for the Project Area will need to be prepared. The projections must include estimates of taxable value of developments identified by the Agency as completed or under construction but not yet on the assessment rolls. The tax increment projections must also include an analysis of the impact of low and moderate income housing set-asides, Agency Capital Improvement Projects and Programs, annual Economic Development Division operations, and other liens on revenue available for debt service. 5. Plan Limits Review: The Project Area's plan limits must be reviewed in order to dete>_uline any potential impact on the bond financing. (Incur debt— 1/1/04; plan termination— 1/25/14; debt payoff— 1/25/24; the Agency has a Financing Plan to repay low/moderate housing debt beginning in 2014.) 6. Fiscal Consultants Report: A Fiscal Consultants Report (FCR) will need to be prepared summarizing the analysis of historical, current and projected tax increment revenues. The FCR must include your methodology in preparing the tax increment study. The FCR will be included as an appendix to the Official Statement for the bond issue. 7. Official Statement Tables: Consultant must provide tables on the revenues in the Project Area for inclusion in the offering document based on the data utilized in the services described above. 8. Document Review: Other documents (Official Statement; Indenture of Trust; etc.) must be reviewed and commented on by the consultant. RVPUB\NGS\557188 A-1 9. Bond Rating Agency and other Meetings: Consultant will need to represent the Agency in meetings and presentations to the bond rating agencies (Moody's and Standard and Poor's) and bond insurance companies (AMBAC, MBIA, and FGIC or others). As requested by the Agency, Consultant will also need to attend possibly four other two-hour meetings, two with the Agency Board and two with staff. 10. The Agency will require submittal of the above mentioned reports and projections. RVPUB\NGS\557188 A-1 EXHIBIT "B" SCHEDULE OF SERVICES TASK DUE Agency shall provide financial/audit January 20, 2001 information to Consultant Consultant shall provide preliminary February 1, 2001 - tables and charts to Agency Agency shall provide comments to February 8, 2001 Consultant Consultant shall prepare final draft report February 16, 2001 Consultant shall prepare final report Within two working days of a written request from the Agency RVPUB\NGS\557188 B-1 EXHIBIT "C" COMPENSATION See attached fee proposal memo from Martin C. Coren to Pete Kinnahan dated January 8, 2001. RVPUB\NGS\557188 C=1 FEB-20-2001 TUE 12:55 PM Hdl._,ompanies FAX NO, 9098P17726 P. 01 . HdL COREN & CONE 1340 Valley Vista Dr., Suite 200 Diamond Bar, CA 91765 (909) 861-4335 FAX(909) 861-7726 TRANSMITTAL TO: Peter Kinnahan (626) 447-3309. FROM: Martin C. Coren SUBJECT: Bond Fee Proposal Addendum - - DATE: January 8; 2001 1 pies,including transmittal This transmittal amends our fee proposal accompanies our.Tax Allocation Bond Proposal. Our fee for the proposed bond issuance is $14,500 plus 1.15 times actual incurred expense. Additional services are performed in accordance with the following hourly rates plus 1.15 times actual incurred expenses. Principal $135.00 per hour Associate $100.00 per hour Senior Associate $75.00 per hour Analyst $50.00 per hour Actual incurred expenses include messengers, overnight mail, purchase of data and travel outside Los Angeles County. Typically our expenses do not exceed$250. Out of town travel for rating and insurance company presentations would increase our expenses, Additional Services require the written authorization of the Agency. All fees will be billed the sooner of the close of the sale of the bonds, one year from authorization to proceed, or a determination not to proceed with a bond issue. Should the Bonds not be issued, our fee would be reduced$5;000, Please call me if you have any questions. • Ifnsnth ACORD CERTIFICP ®F LIABILITY I�1SU ,NC ID TE DATE(MMIDDMO NDE-3 04/11/01 PRODUCER ® Et Ea C p ONLY AND CONFERS OF CONFERS NO R GHTS UPON THE CERTIFICATE ION Johns Insurance Agency, Inc. License #0589663 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR P. 0. Box 660339 ApR 1 6 2001 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Arcadia CA 91066 9B Phone: 626-445-7030 DeY810 4 �(n®nt`a'ul.»cap INSURERS AFFORDING COVERAGE INSURED E'Or f9CIPtC avelogmbot u'r"'YNSURER A: Travelers Indemnity Co of CT Hinderliter, De Llamas & Assoc INSURER B: Travelers Casualty &--Surety- Co HdL Coren .& Cone;. and. . 1_ .. . - INSURER C:........... • ...... _.. _>.- HdL Software LLC 909-86 -4335 1340 Valley Vista Dr. , Ste 200 1 INSURER D: ,: Diamond Bar CA 91765 INSURER E: - - COVERAGES . THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. , INSR POLICY MM/DD EFFECTIVE E DATE POLICY EXPIRATION LTR TYPE OF INSURANCE POLICY NUMBER LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY I-660-708X9834-TCT-00 01/01/01 01/01/02 FIRE DAMAGE(Any one fire) $ 100,000 CLAIMS MADE X OCCUR MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 I POLICY PRO- n LOC JECT I I AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1 000 000 A X ANY AUTO I-810-0538W283-TCT-00 01/01/01 01/01/02 (Ea accident) r ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) A X HIRED AUTOS . BODILY INJURY $ A X NON-OWNED AUTOS _ ' - - • .• . (Per accident) _ PROPERTY DAM AGE $ Per accident GARAGE LIABILITY • •- . AUTO ONLY-EA ACCIDENT $ - ANY AUTO - . OTHER THAN. EA ACC $. - AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE $3,000,000 B OCCUR CLAIMS MADE ISM-CUP-0538W399-TIL-00 01/01/01 01/01/02 AGGREGATE $ 3,000,000 $ DEDUCTIBLE $ RETENTION- $ $ WC STATU- OTH- WORKERS COMPENSATION AND TORY LIMITS ER EMPLOYERS'LIABILITY E.L.EACH ACCIDENT $ E.L.DISEASE-EA EMPLOYE. $ E.L.DISEASE-POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS *10 day notice for nonpayment and non-reporting of payroll // Certificate holder is named as additional insured per revised'form CG20261185 attached to policy. CERTIFICATE HOLDER Y ADDITIONAL INSURED;INSURER LETTER: CANCELLATION ARCACRA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILLfiQO MAIL 30* DAYS WRITTEN City of Arcadia NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BU SHALL Community Redevelopment Agency IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR Attn: Pete Kinnahan 240 W Huntington Drive REPRESENTATIVES. Arcadia CA 91007 ACORD 25-S(7/97) /©ACORD CORPORATION 1988 , POLICY NUMBER:660708X9834 - - COMPANY:Travelers Indemnity Co of CT THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Arcadia Community Redevelopment Agency 240 W Huntington Drive Arcadia, CA 91007 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of your operations or premises owned by or rented to you. CG 20 26 11 85 Copyright, Insurance Services Office, Inc., 1984 ACORD CERTIFICI : OF LIABILITY INSU NCI ID TE DATE(MM/DD/YY) 04/11/01 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Johns Insurance Agency, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE License #0589663 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR P. 0. Box 660339 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Arcadia CA 91066 Phone: 626-445-7030 INSURERS AFFORDING COVERAGE INSURED INSURER A: Fremont Compensation Hinderliter, de Llamas & INSURER B: Associates (A Corp. ) ; and HdL Software, LLC INSURER C: 1340 Valley Vista Dr. INSURER D: Diamond Bar CA 91765 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER POLICY MM/DDD/YY)EFFECTIVE DATE POLICY EXPIRATION N LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY FIRE DAMAGE(Any one fire) $ CLAIMS MADE OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 7 POLICY PRO n LOC JECT I I AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) $ ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ HIRED AUTOS BODILY INJURY NON-OWNED AUTOS — (Per accident) $ PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WC STATU- WORKERS COMPENSATION AND X TORY LIMITS OER EMPLOYERS'LIABILITY A WN0190511002 01/01/01 01/01/02 E.L.EACH ACCIDENT $1,000,000 E.L.DISEASE-EA EMPLOYEE$ 1,000,000 E.L.DISEASE-POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS *10 days notice for non-payment and non-reporting of payroll CERTIFICATE HOLDER IN ADDITIONAL INSURED;INSURER LETTER:_ CANCELLATION ARCACRA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILLS MAIL 30* DAYS WRITTEN City of Arcadia NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUM=SHALL Community Redevelopment Agency IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR Attn: Pete Kinnahan 240 W Huntington Drive REPRESENTATIVES. Arcadia CA 91007 I /tfri /7i�k—� ACORD 25-S(7/97) ' ©AO&RD CORPORATION 1988 ACORD CERTIFICP OF LIABILITY INSU ,NCID TE DATE(MM/DD/YY) NDE-3 04/11/01 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Johns Insurance Agency, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE License #0589663 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR P. 0. Box 660339 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Arcadia CA 91066 Phone: 626-445-7030 INSURERS AFFORDING COVERAGE INSURED INSURER A: Fremont Compensation Hinderliter, de Llamas & INSURER B: Associates (A Corp.) ; and HdL Software LLC INSURER C: 1340 Valley 'Vista Dr. INSURER D: Diamond Bar CA 91765 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE(MM/DD/YY) DATE(MM/DD/YY) GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY FIRE DAMAGE(Any one fire) $ CLAIMS MADE OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ -7 POLICY PRO LOC JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND X LIMITS E TORY L LIMI R TOR EMPLOYERS'LIABILITY A WN0190511002 01/01/01 01/01/02 E.L.EACH ACCIDENT $ 1,000,000 E.L.DISEASE-EA EMPLOYEE$ 1,000,000 E.L.DISEASE-POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS *10 days notice for non-payment and non-reporting of payroll CERTIFICATE HOLDER N ADDITIONAL INSURED;INSURER LETTER: CANCELLATION ARCACRA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL EXIXERN=DO MAIL 30* DAYS WRITTEN City of Arcadia NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUTIE=0 SHALL Community Redevelopment Agency IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR Attn: Pete Kinnahan 240 W Huntington Drive REPRESENTATIVES. Arcadia CA 91007 ACORD 25-S(7/97) � ,_ _-- ' © ORD CORPORATION 1988