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Home My Public Portal About12) 7I Agreement with Urban Futures Inc for Financial Advisory Services for the refunding of the 2005 Tax Allocation BondsCity Council November 17 , 2015 Page 2 of 3 6 . On October 28, 2015 , th e City Manager and the Administrat ive Servi ces Director inte rviewe d two firm s f or conside ration of Financial Advisory services . ANALYSIS : Du e to the dissolution of redeve lopme nt agencies , the Su ccessor Agency now has the responsibility f o r re pa ymen t of the 2005 TABS . With the passage of AB 14 84 , the Successor Agency may refund existing bonds , with the approval of the Oversight Board of the Successor Agency to th e Former Temple City Redevelopment Agency (O vers ight Board) and th e State Department of Finance for th e purpose of generatin g a debt service savings . Interest rates are c urrently at historic lows . By issuing a refund ing bond issue (the "2016 Bonds") to refinance the outstanding principal of the 2005 Bonds , a debt service savings of approximately $600 ,000 c an be generated , The fina l savings amount will depend on the market i nterest rates in effect at the time the 2016 Bonds are priced , which is a nti cipated to be i n the Spring of 20 16 .. Based on the redevelopment dissolution laws , the es timated annua l savings amount , approx ima te ly $60 ,000 per year through 2025 , would be shared among th e taxing entities (i .e ., County of Los Angeles , T emp le City Unified School District and Lo s Angel es Commun ity Co ll ege District) as residua l revenues . To assist the S uccessor Agency wi th th e refunding of the 2005 TABS, it is recommended that th e City Council approve the hiring of a Fina ncial Advisor. Financial Advisory firms have expertise wi th refund ing red evelopment agency bonds especia lly w ith the new req uirements si nce th e passage of AB 1484. Staff re ceived four prop osa ls for Financial Advisory servi ces . After an extensive review and vetting process by th e City Ma nager a nd th e Admin istrative Services Director , Urban Futures is recommended . Urb a n Futures ' und e rstandin g of the project and their experience with th is typ e of work a nd sim ila r proje cts provides the level of expertise the S uccessor Agency is looking for. If thi s Professiona l Services Agree ment is approved , staff will be return i ng to the Successor Agency in December 2015 , for adoption of Resol utions and other bond documents necessary to begi n the refu nding process . At th at time a deta iled timeline of activities and furth er estim ated cost savings will be presen ted . Staff will also be taking the necessary actions to th e Oversight Boa rd for th e ir approval in either De cember 2015 or January 2016 . CITY STRATEGIC GOALS: Refunding of th e 2 005 TABS will promote or further the City's/Successor Agen cy 's Strategic Goal of Good Governance . City Council N o v e mber 17, 2015 Page 3 of 3 FISCAL IMPACT: Urban Futures' proposed fee is competitive at $35 ,000. A l l costs related to this refunding wi ll be recovered as part of the refunding . ATTACHMENTS : A. Professional Se rv ices Agreement B. Proposal from Urban Futures ATTACHMENT A AGREEMENT FOR SERVICES By and Between SUCCESSOR AGENCY TO THE FORMER TEMPLE CITY COMMUNITY REDEVELOPMENT AGENCY a municipal corporation and URBAN FUTURES INCORPORATED -I- AGREEMENT FOR SERVICES BETWEEN SUCCESSOR AGENCY TO THE FORMER TEMPLE CITY COMMUNITY REDEVELOPMENT AGENCY , CALIFORNIA AND URBAN FUTURES INCORPORATED This Agreement for Services ("Agreement") is entered i nto as of this __ day of ____ , 20_ by and between the Successor Agency to the forme r Temple City Community Redeve lopment Agency , a munic ipa l corporation ("Successor Agency") and Urban Futures Incorporated , a California corporation ("Servi ce Provider"). Successor Agency and Service Provider are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties ." RECITALS A. City has sought, by Request for Proposal , the performance of the serv ices defined and described particularl y i n Section 2 of this Ag re ement. B. Service Provider, following submission of a Proposal for the performance of the services defined and described particularly in Section 2 of this Agreement , was selected by the Successor Agency to perform those services . C . Pursuant to the laws governing the dissolution of redevelopment i n California (Assembly Bills 26 and 1484, collectively herein the "Dissolution Act;"), the Successor Agency has authority to enter into th is Serv ices Agreement and the Executive Director has authority to execute this Agreement. D . The Parties desire to fo rm alize the selection of Service Provider for performance of those services defined and described in Section 2 of th is Agreement and desire that the terms of that performance be as defined and described herein . OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutua l prom ises and covenants made by the Parties and contained here and other consideration , the va lue and adequacy of which a re hereby acknowledged , the Parties agre e as follows : SECTION 1. TERM OF AGREEMENT. Subject to the provis ions of Section 20 "Termination of Agreement" of th is Agreement , the Term of th is Agreement is for eight months commencing on the date first ascribed above . RIV 11 4838-6958-3880 v3 DRJ\Fr 1/27/15 B-1 SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. (a) Scope of Services . Service Provider agrees to perform the services set forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services ") and made a part of this Agreement by this referen ce . (b ) Schedu le of Performan ce . The Services shall be completed pursuant to the schedule specified in Exhibit "A." Should the Services not be completed pursuant to that schedule , the Service Provider shall be deemed to be i n Default of th is Agreement. The Successor Agency , i n its sole discreti on , may choose not to enforce the Default provisions of this Agreement and may instead allow Serv ice Provider to continue performing the Services . (c ) Services w ithin the Scope of Successor Agency's Aut ho rity . The Parties agree that pursuant to the Dissolution Act , and specifically He alth and Safety Code § 34177 .5 , the Successor Agency has the auth ority to contract with Service Provider for the purpose of refunding certain bonded indebtedness incurred by the former Temp le City Commun ity Redevel o pment Agency , predecessor-i n-interest to Successor Agency. SECTION 3. ADDITIONAL SERVICES . Se rv ice Provider shall not be compensated fo r any work re ndered in con nect ion with its performance of this Agreement that are in addit ion to or outside of the Se rv ices unless such additional services a re authorized in advance and i n writing in accordance with Section 26 "Administration and Implementation " or Section 28 "Amendment" of this Agreem e nt. If and when such additional wo rk is authorized , such add itional wo rk shall be deemed to be part of the Se rvic es . SECTION 4. COMPENSATION AND METHOD OF PAYMENT. (a) Subj ect to any limitat ions set forth in this Ag reemen t , Successor Agency agrees to pay Service Provider the amounts specified in Exh ib it "B" "Compensation " and made a part of this Agreement by this reference . The total compensation , including reimbursement for actual e xpenses , shall not ex ceed Thirty-F ive Thousand dollars ($35 ,000 ), unless ad ditional compensation is approved in writi ng i n accordance with Sect'on 26 "Administration and Implementation " or Section 28 "Amendment" of th is Agreement. (b) Each month Service Prov ider shall furn ish to Successor Agency an original invoice for all work performed and expenses incurred during the preceding month . The invoice shall detail charges by the following categories : labor (by sub-category), travel , materials , equipment , supplies , RI V #483 8-6958-3880 '3 DR/\Fr 1/27/15 B-2 and sub-Service Provider contracts . Sub-Service Provider charges shall be detailed by the follow i ng categories : labor , travel , materials, equipment and supplies . If the compensation set forth in subsection (a) and Exhibit "B" include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category i n each invoice shall include detailed descriptions of task performed and the amount )f t ime incurred for or allocated to that task . Successor Agency shall independently review each invoice submitted by the Service Provider to determine v1hether the work performed and expenses incurred are in compliance Vv ith the provisions of this Agreement. In the event that no charges or expenses are disputed , the invoice shall be approved and paid according to the te rms set forth in subsection (c). In the event any charges or expenses are disputed by Successor Agency , the original invoice shall be returned by Successor Agency to Service Prov ider for correction and resubm iss ion . (c) Except as to any charges for work performed or ex penses incurred by Service Provider which are disputed by Successor Agency , Successor Agency will use its best efforts to cause Serv ice Provider to be paid at bond clos ing from the costs of insurance fund of any bonds closed pursuant to services provided under Exh ibit A and in any event no later than forty-five (45) days of receipt of Service Provider's correct and undisputed i nvoice . (d ) Payment to Service Provider for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Service Provider . SECTION 5. INSPECTION AND FINAL ACCEPTANCE. Successor Agency may inspect and accept or reject any of Service Provider's work under this Agreement, either during performance or when completed . Successor Agency shall reject or finally accept Service Provider's work within sixty (60 ) days after submitted to Successor Agency . Successor Agency shall reject work by a timely written explanation , otherwise Service Provider's work shall be deemed to have been accepted. Successor Agency 's acceptance shall be conclusive as to such work except with respect to latent defects , fraud and such gross mistakes as amount to fraud. Acceptance of any of Service Provider's work by Successor Agency shall not const itute a waiver of any of the provisions of this Agreement including , but not limited to , Section 16 "Indemnification " and Section 17 "Insurance ." SECTION 6. OWNERSHIP OF DOCUMENTS. All original maps , models , designs , drawings , photographs , studies , surveys , reports , data , notes , computer files , files and other documents prepared, developed or RIV #4838-6958-3880 v3 DRAFr 1/27/15 B-3 discovered by Service Provider in the course of providing the Services pursuant to this Agreement shall become the sole property of Successor Agency and may be used , reused or otherwise disposed of by Successor Agency without the permission of the Service Provider. Upon completion , expiration or termination of this Agreement , Service Provider shall turn over to Successor Agency all such original maps , models , designs , drawi ngs , photog raphs , studies , surveys , reports , data , notes , computer files , files and other documents. If and to the extent that Successor Agency utilizes for any purpose not related to this Agreement any maps , models , designs , drawi ngs , photographs , studies , surveys , reports, data , notes , computer files , files or other documents prepared , developed or discovered by Service Provider in the course of providing the Services pursuant to this Agreement , Service Provider's guarantees and warranties in Section 9 "Standard of Performance " of this Agreement shall not extend to such use of the maps , rnodels , designs , drawings , photographs , studies , surveys , reports , data , notes , computer f i les , files or other documents . SECTION 7 . SERVICE PROVIDER'S BOOKS AND RECORDS. (a ) Service Provider shall maintain any and all documents and records demonstrating or relating to Service Provider's performance of the Services . Service Provider shall maintain any and all ledgers , books of account , invoices , vouchers, canceled checks, or other documents or records evidencing or relating to work , services , expenditu res and disbursements charged to Successor Agency pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluat ion of the services provided by Service Provider pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expen ditures . (b) Any and all records or documents required to be mai ntained pursuant to this section shall be made available for inspection , au::iit and copying , at any time during regular business hours , upon request by Successor Agency or its designated representative . Copi es of such documents or records shall be provided directly to the Successor Agency for inspection, audit and copying when it is practical to do so ; otherwise , unless an alternative is mutually agreed upon , such documents and records shall be made available at Service Provider's address indicated for receipt of notices in this Agreement. RI V u.J 8J8 -6958-J880 \] DRAFr 1127115 8-4 (c) Where Successor Agency has reason to bel ieve that an / of the doc uments or records required to be ma intained pursuant to this sectio n may be lost or discarded due to dissolution or termination of Service Provider's business , Successor Agency may, by written request , require that custody of such documents or records be given to the Successor Agency . Access to such documents and records shall be granted to Successor Agency , as well as to its successo rs-in -interest and authorized representatives . SECTION 8. INDEPENDENT CONTRACTOR. (a) Serv ice Provider is and s hall at all times rema in a wh olly independent contractor and not an officer , employee or agent of Successor Agency . Service Provider shall have no authority to bind Successor Agency in any manner, nor to i ncur any obl igation , debt or liability of any k in d on behalf of or aga inst Successor Agency , whether by contract or otherwise , unless such authority is expressly conferred under this Ag reement or is otherwise expressly conferred in writing by Successor Agency . (b) The personnel performing the Serv ices under th is Agreement on behalf of Serv ice Provider shall at all ti mes be under Servi ce Pm vider's ex clus ive direction and control. Neither Successor Agency nor any eiE.cted or appo i nted boards , officers , officials , employees or agents of Su ccessor Agency shall have c ontro l over the conduct of Service Provider or an y of Service Provider's offi c ers , employees , or agents e xcept as set forth in this Agreement. Service Provider shall not at any time or in any manner represent that Service Provider or any of Service Provider's officers , employees , or agents are in any manner officials , officers , employees or agents of Successor Agency . (c) Neither Service Provider nor any of Service Provider's offi cers , employees or agents shall obtain any rights to retirement , health care or any other benefits wh ich may otherw ise acc ru e to Successor Agen cy 's emp loyees . Service Provider express ly wa ives any claim Service Provider may have to any such rights . SECTION 9 . STANDARD OF PERFORMANCE. Service Provider represents and warrants that it has the qualifications , experience and facilities necessary to properly perform the Services required under this Agreement in a thorough , competent and professional manner. Service Prov id3r shall at all times faithfully , competently and to the best of its ab i lity , e xperience ana talent , perform all Services. In meeting its obligations under this Agreement , Service F rov ider shall employ, at a minimum , generally accepted standards and practices util i zed by persons engaged in providing services similar to the Services required of Service RIV 114838 -6958-3880 d DR/\F I 1/27115 8 -5 Provider under this Agreement. In addition to th e genera l standards of performance set forth this section , additional specific standards of performance and performance criteria may be set forth in Exhibit "A " "Scope of Work " that shall also be applicable to Service Provider's work under th is Agreement. Wh ere there is a conflict between a general and a specific standard of performance or perfo rma nce cri te ria , the specific standard or criteria shall prevail ove r the general. SECTION 10. COMPLIANCE WITH APPLICABLE LAWS ; PERMITS AND LICENSES . Service Provider shall keep itself informed of and comply with all ap ~)lic able federal , state and loca l la ws , statutes , codes , o rd inances , regulations and rules in effect during th e term of this Agreeme nt. Service Pro vider shall obtain any and all l icen ses , permits and authorizati ons necessary to perform the Services set forth in this Agreement. Neither Successor Agency nor any elected or appointed boards , officers , officials , employees or ag ents of Successor Agency sha ll be liable , at law or i n equity , as a result of any failure of Service Provider to comply wi th this sect ion . SECTION 11 . PREVAILING WAGE LAWS It is th e und e rstanding of Successor Agency and Service Provider th at Ca lifo rnia prevailing w age laws do not apply to thi s Agree me nt because the Agreement does not involve any of the following services subject to prevai ling wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction , alteration , demolition , install ation , or repair work performed on publ ic buildings , facilities , streets or sewers done under contract and paid fo r in whole or in part out of public funds . In th is context , "construction" i nc ludes work performed during the design and preconst ruction phases of cons tru ction in cl uding , but not li mited to , inspection and lan d surveying work . SECTION 12. NONDISCRIMINATION . Service Provider shall not discriminate , in any way , aga i nst any pe rson on the basis of race , co lor, religious creed , national origin , an cestry , sex , age , ~hys ical handicap , medical condition or marita l status in con nection with or related to the performance of this Agreem ent. SECTION 13 . UNAUTHORIZED ALIENS . Service Provider hereby promises and agrees to comply with a ll of the provisions of the Federal Immigration and Nationality Act , 8 U .S.C .A. §§ 110 1, et seq ., as amended , and in connection th e rewi th , shall not emp loy unauthorize d aliens as defined the re in . Should Servi ce Prov ider so employ suc h unauthorized aliens for the performance of the Services , and should the any liability o r sanctions be imposed against Successor Agency for such use of unauthorized a liens , Service Prov ide r hereby agrees to and shall reimbu rse Successor Agency for the cost of all such li ab ili ties or RIV #4 838-6958-3880 \] DRAFI 1127115 B-6 sanctions imposed , togethe r with any and all costs , inc luding attorneys' fees , incurred by Successor Agency. SECTION 14. CONFLICTS OF INTEREST. (a) Service Provider covenan ts that neither it , nor any officer or principal of its firm , has or sha ll acquire any interest , directly or indirectly , which wou ld conflict in any manner wit h the in te rests of Successor Ag ,3ncy or w h ich wo uld in an y way hinder Service Provid er's performance of the Services . Service Provi der further cove nants that in th e perfo rmance of this Agreement , no person having any such interest shall be employed by it as an officer, employee , agent o r subcontractor without the express written consent of the Executive Director. Service Provider agree s to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of Success or Agency in the performance of this Agreement. (b) Su ccessor Age ncy understands and acknowledges that Serv ice Provider is , as of the date of execution of th is Agreement , independently involved in the performance of non -related services for other governmental agencies and private parties . Service Prov ider is unawa re of any stated pos iti on of Successor Age ncy re lative to suc h projects . Any future position of Successor Agen cy on such projects sha ll not be considere d a conflict of inte rest for purposes of this section . (c) Successor Age ncy understands and acknowledges that Service Provider will , perform non -related services for other governmental auencies and private Part ies following the comp letion of the Services under this Agreement. Any su ch future service shall not be considered a conflict of interest for purposes of this section . SECTION 15. CONFIDENTIAL INFORMATION ; RELEASE OF INFORMATION. (a) All informatio n gained or work product produced by Service Provider in perfo rmance of thi s Agreement s hall be considered confidential , unless such information is in th e public do main or already known to Service Provider. Servi ce Prov ider s hall not release or disclose any such i nformation or wo rk product to persons or e ntiti es other than Successor Agency without prior written auth oriza t ion from the Successor Agency Manager, except as may be req uired by law . (b) Service Provider , its officers , employees , agents or subcontractors , shall not , without prior written authorization from the Successor Agen cy Manager or unless requested by the Successor Agency Attorney of Successor Age ncy , voluntarily provide declarations , letters of support , testimony at depositions , response to interrogatories o r other RIV #4838-6958-3880 \) DRA I·T 1/27/15 B-7 information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "vo luntary" provided Service Provider gives Successor Agency notice of such court order or subpoena . (c) If Service Provider, or any officer, employee , agent or subcontractor of Service Provider, provides any information or work product in v iolation of this Agreement, then Successor Agency shall have the right to reimbursement and indemnity from Service Provider for any damages , costs and fees , including attorneys fees , caused by or incurred as a result of Service Provider's conduct. (d) Service Provider shall promptly notify Successor Agency should Service Provider , its officers, employees, agents or subcontractors be served w ith any summons , complaint , subpoena , notice of deposition , req uest for documents , interrogatories , request for admissions or other di~.covery request , court order or subpoena from any party regarding this Agreement and the work performed thereunder. Successor Agency retains the right , but has no obligation , to represent Serv ice Provider or be present at any deposition, hearing or similar proceeding. Service Provider agrees to cooperate fully with Successor Agency and to provide Successor Agency w ith the opportunity to review any response to discovery requests provided by Service Provider. However , this right to review any such response does not imply or mean the right by Successor Agency to control , direct , or rewrite said response . SECTION 16. INDEMNIFICATION. (a ) Indemnification for Professional Liability . Where the law establishes a professional standard of care for Service Provider's services , to the fullest extent permitted by law , Service Provider shall indemnify , protect, defend and hold harmless Successor Agen cy and any and all of its officials , employees and agents ("Indemnified Parties ") from and against any and all liability (including liabili ty for claims , suits , i iCtions , arbitration proceedings, administrative proceed i ngs , regulatory proceedings , losses , expenses or costs of any ki nd , whether actual , alleged or threatened , including attorneys fees and costs , court costs , interest, defense costs , and expert witne~ s fees ) arise out of, are a consequence of, or are in any way attributable to , in whole or in part , any negligent or wrongful act, error or omission of Service Provider, or by any individual or entity for which Service Provider is legally liable , including but not limited to officers , agents, employees or sub-contractors of Service Provider, in the performance of professional services under this Agreement. (b) Indemn ification for Other than Professional Liability . Other than in the performance of professional services and to the full extent permitted by law , Serv ice RIV #4838·6958-3880 v3 DRAFr 1/27/1 S B-8 Provider shall indemnify, protect , defend and ho ld harmless Successor Agency , and any and all of its employees, officia ls and agents from and against any liability (i ncluding liability for claims , suits , actions , arbitration proceedings , administrat ive proceedings , reg ulatory proceedings , lo sses , expenses or costs of any kind , whether actual , alleged or threatened , including attorneys fees and costs , court costs , interest, defense costs , and expert witness fees), where the same arise out of, are a conseq uence of, or are in any way attributable to , in w hol e or in part , the performance of thi s Agreement by Service Provider or by any individual or entity for which Se rv ice Prov ider is lega ll y liable , in cluding but not lim it ed to officers , agents , employees or sub- contractors of Service Pro vider. (c) Ind emnification from Sub-Service Providers. Service Provider agrees to obtain executed indemnity agreements wi th provisions identical to those set forth in this section from each and every sub-Service Provider or any other person or entity involved by, for , with or on behalf of Service Provider in the performance of this Agreement naming the Ind em nified Parties as additiona l inde mnitees. In the event Service Provider fails to obtain such indemnity ob ligati ons from others as required herein , Service Provider agrees t o be fully respo nsible according to the terms of this sect ion . Failure of Successor Agen cy to monitor comp liance with these requirements irnpo ses no additional obligations on Successor Agency and will i n no way act as a waive1 of any rights here und er. This obligation to indemnify a nd defend Successor Agency as set forth herein is binding on th e successors, assigns or heirs of Service Provider and shall survive the termination of thi s Agreeme nt o r this section . (d) Limitation of Ind em nifica ti o n . Notwiths tanding any prov1s1on of this section to th e contrary, design professionals are required to defend and indemnify the Successor Agency only to the extent permitted by Civil Code Section 2782 .8 , which limits the liability of a design professional to clai ms , suits , actions , arbitration proceed in gs , administrative proceedings, regulatory proceedings , losses , expenses or costs that arise out of, pertain to , or relate to the negligence , recklessness , or willful misconduct of the des ign professional. The term "design professional ," as defined in Section 2782 .8 , is limited to licensed architects , li censed landscape architects , registered professiona l engineers , professional la nd surveyors , and the business e ntiti es that offer s uch serv ices in acco rd a nce w ith th e app licab le prov isi ons of the Ca lifornia Business and Professions Code . (e) Successo r Agency's Neg lig e nce . The provis ions of this section do not app ly to claims occ urrin g as a result of Successor Agency's sole negligence . The provisions of thi s section sha ll not re lease Successor Agen cy from l iabili ty arisi ng from gross negligence or willful acts or omissions of Successor Agency or any and c.ll of its officials , employees an d agents. RIV 114838-6958-3880 v3 DRAFr 1127115 B-9 SECTION 17 . INSURANCE. Service Provider agrees to obtai n and maintain in full force and effect during the term of this Ag reeme nt the insurance policies set forth in Exhibit "C" "Insuran ce " and made a part of this Agreement. All ins urance policies shall be subject to appr-)val by Successor Agency as to form and co ntent. These requ irements a re subject to amendment or waiver if so approved in wri tin g by the Successor Age ncy Manager. Service Provider agrees to provide Successor Agency with copies of required po l icies upon request. SECTION 18. ASSIGNMENT. The expertise a nd experience of Service Provider are material considerations fo r this Agreement. Successo r Agency has an i nterest in the qualifications and capability of th e persons a nd entities who wi ll fulfill the duties and ob l igations imp osed upon Service Provider under this Agreement. In recognition of that interest , Service Provider shall not assign or transfer th is Agreement or any portion of this Agreement or the perfo rma nce of any of Service Provider's duties or ob ligations under this Agreement witho ut the prior writte n consent of the Successor Agency. Any attempted assignment shall be ineffective , null a nd void , and shal l constitute a materia l breach of this Agreemen t entit ling Successor Agency to any and all remedies at law or in equity , including termination of this Agreeme nt pursuant to Section 20 "T ermination of Agreement." Successo r Agency acknowledges , however , that Service Provider , in the perfo rm ance of its duties pursuant to this Agreement , may utilize subcontractors . SECTION 19 . CONTINUITY OF PERSONNEL. Service Provider shall make every reasonable effort to maintain the stability and co ntinu ity of Service Pro vider 's staff and subcontractors , if any , assigned to perform the Services . Service Provider shall notify Su ccessor Agency to any changes in Service Provi der's staff and sub-contractors , if any , assigned to perform the Services prior to and during any such performan ce . SECTION 20 . TERMINATION OF AGREEMENT . (a) Successor Agency may terminate this Agreement , with or without cause , at any time by giving thirty (30) days written notice of termination to Service Provider. In the event such notice is given , Service Provider shall cease immediately all work in progress . (b) Service Provider may terminate this Agreement for cause at any time upon thirty (30) days written notice of termin ation to Successor A£1ency . (c) If either Service Provide r or Successor Agency fail to perform any materia l ob ligation under th is Agreement , then , in addition to any other R IV #483 8 -6958-3880 \3 DRAI-"1 1/27115 B-10 remedies , either Service Provider , or Successor Agency may terminate this Agreement immediately upon written notice . (d) Upon termination of this Agreement by either Service Provider or Successor Agency , all property belonging exclusively to Successor Agency which is in Service Provider's possession shall be returned to Successor Agency . Service Provider shall furnish to Successor Agency a final invoice for work performed and expenses incurred by Service Provider, prepared as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. This f inal invoice shall be reviewed and paid in the same :nanner as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. SECTION 21. DEFAULT. In the event that Service Provider is in default under the terms of this Agreement, the Successor Agency shall not have any obligation or duty to continue compensating Service Provider for any work performed after the date of default. Instead , the Successor Agency may give notice to Service Provider of the default and the reasons for the default. The notice shall include the timeframe in which Service Provider may cure the default. This timeframe is presumptively thirty (30) days , but may be e xt ended , though not reduced , if circumstances warrant. During the period of time that Service Prov ider is in default, the Successor Agency shall hold all invo ices and sha ll, when the default is cured , proceed with payment on the invoices . In the alternative , the Successor Agency may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Service Provider does not cure the default, the Successor Agency may take necessary steps to terminate this Agreement under Section 20 "Termination of Agreement." Any failure on the part of the Successor Agency to give notice of the Service Provider's default shall not be deemed to result in a waiver of the Successor Agen cy's legal rights or any rights arising out of any p m v is ion of this Agreement. SECTION 22. EXCUSABLE DELAYS. Serv ice Provider shall not be liable for damages , including liquidated damages , if any , caused by delay in performance or failure to perform due to causes beyond the control of Service Provider . Such causes include , but are not lim ited to , acts of God , acts of the public enemy, acts of federal, state or local governments , acts of Successor Agency , court orders , fires , floods , epidemics , strikes , embargoes , and unusually severe weather . The term and price of this Agreement shall be equitably adjusted for any delays due to such causes . SECTION 23. RI V 114838-6958-3880 v3 DRAFT 1/2 7/15 COOPERATION BY SUCCESSOR AGENCY. B -l l All public information , data , reports , records , and maps as are existi 11g and available to Successor Agency as public records , and which are necessary for carry i ng out the Services shall be furnished to Service Provider in every reasonable way to facilitate , without undue delay , the Services to be performed under this Agreeme nt. SECTION 24. NOTICES. All notices required or permitted to be given under this Agreement shall be in writing and shal l be personally delivered , or sent by telecopier or certified ma il, postage prepaid and return receipt requested , addressed as follows : To Successor Agency : Successor Agency to Temple Successor Agency Attn : Executive Director 9701 Las Tunas Dr. Temple City , CA 91780 To Service Provider: Michael Busch , Presid ent and CEO Urban Futures Incorporated 3111 North Tustin , Suite 230 Orange , CA 92865 Notice shall be deemed effective on the date personally delivered or transm itted by facsimile or, if mailed , three (3) days after deposit of the same in the custody of the United States Postal Service. SECTION 25. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Service Provider represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Service Provider to the performance of its obligations hereunder. SECTION 26 . ADMINISTRATION AND IMPLEMENTATION. This Agreemen t shall be administered and executed by the Executive D irector or h is or her designated representative . The Executive Director shall have the authority to issue interpretations and to make amendments to this Agreement, includ ing amendments that commit additional funds , consistent with Sectio n 28 "Amerdment" and the Successor Agency Executive Director's contracting authority unde r the femple City Municipal Code, as applied to the Successor Agency in its capacity as suc~essor in-interest to the Former Temple City Community Redevelopment Agency. SECTION 27. RI V #4838-695 8-3880 '3 DRAFr 1/27/1 5 BINDING EFFECT. B-12 This Agreement shall be binding upon the heirs , executors, admini~trators , successors and assigns of the Parties . SECTION 28. AMENDMENT. No amendment to or modification of this Agreement shall be va lid unless made in writing and approved by the Service Provider and by the Successor Agency . The Executive Director shall have the authority to approve any amendment to this Agreement if the total amended compensation under this Agreement would not exceed the base compensation set forth in Section 4 by an amount in excess of the Executive Director's contracting authority under the Temple City Municipal Code , as applied to the Successor Agency in its capacity as successor-in -interest to the Former Temple City Community Redevelopment Agency . All other amendments shall be approved by the Successor Agency Board . The Parties agree that the requirement for written modifications can not be waived and that any attempted waiver shall be void . SECTION 29. WAIVER. Waiver by any Party to this Agreement of any te rm , condition , or covenant of t his Agreement shall not constitute a waiver of any other term , condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by Successor Agency to any work or services by Service Provider shall not constitute a waiver of any of the provisions of this Agreement. SECTION 30 . LAW TO GOVERN; VENUE. This Agreement shall be interpreted, construed and governed according to the laws of the State of California . In the event of litigation between the Parties , venue in state trial courts shall lie exclusively in the County of Los Angeles, California . In t he event of litigation in a U.S. D is tri ct Court , venue shall lie exclusively in the Central District of California , in Los Angeles . SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement , the prevailing Party in such litigation or other proceeding shall be entitled to an award of reaso nable attorney's fees , costs and expenses , in addition to any other relief to which it may be entitled . SECTION 32 . ENTIRE AGREEMENT. This Agreement , including the attached Exhibits "A" through "C", is the entire , complete , final and exclusive expression of the Parties with respect to the matters RIV 11 4838-6958-388 0 v3 DRAFT 1/27/15 B-1 3 addressed therein and supersedes all other agreements or understandings , whether oral or written , or entered into between Service Provider and Successor Agency prior to the execution of this Agreement. No statements , representations or other agreements , whether oral or written , made by any Party which are not embod ied herein shall be valid and binding . SECTION 33. SEVERABILITY. If any term , condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid , vo id or unenforceab le , the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). SECTION 34. CONFLICTING TERMS. Except as otherwise stated herein , if the terms of this Agreement conflict with the terms of any Exhibit hereto , or with the terms of any document incorporc:ted by reference into this Agreement , the terms of this Agreement shall control. IN WITNESS WHEREOF , the Parties hereto have executed this Agreement on the date and year first-above written . ATTEST: Peggy Kuo Secretary RI V #483 8-6958 -3880 v3 DRAFT 1/27/15 B-14 SUCCESSOR AGENCY TO THE FORMER TEMPLE CITY COMMUNITY REDEVELOPMENT AGENCY Bryan Cook Executive Director APPROVED AS TO FORM Eric S . Vai l Successor Agency Counsel By : ______________________ __ By : ---------------------- Its : Its : ------------------------ NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER'S BUSINESS ENTITY. RIV #483 8-6958-3880 vJ DRAFT 1/27/15 B-15 EXHIBIT "A" SCOPE OF SERVICES I. Service Provider will perform the following Services : A. Conduct preliminary analyses and make recommendat ions for financ ing alternatives . B . Ma nage transact ions including assist in developing the financing team , developing the sale calendar , assist with presentations and recommendations to City management, City Council/Successor Agency and Oversight Board . C . Prepare detailed ca lendar outlining various tasks and activities required to complete the refunding . D . Rating agency presentations, reviewing formation and bond documents , prepare cash flows , covenants , security provisions and other required docu1 nents. E. Pri cing re view and investor monitoring for cost-effective financi ng . II. Service Provider will utilize the following personnel to accomplish the Services : A . Michael P. Busch , President and CEO B . Doug Anderson , Fiscal Consultant Lead C . John M . Phan , Technical Lead RJV #4838-6958-3880 v3 D RAFT 1/27/15 B-18 EXHIBIT "8" COMPENSATION I. The total compensation for the Services shall not exceed $35 ,000 , as provided in Section 4 "Compensation and Method of Payment" of this Agreement. RIV #4838-6958-3880 ,3 DRA I·T 1/27/15 B-19 EXHIBIT "C" INSURANCE A. Insurance Requirements . Service Provider shall provide and maintain insurance , acceptable to the Successor Agency, 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 Services by Service Provider , its agents , representatives or employees. Insurance is to be placed with insurers with a cu rre nt A.M . Best's rating of no less than A:VII. Serv ice Provider shall provide the following scope and limits of insurance : 1. Minimum Scope of Insurance . Coverage shall be at least a .:; broad as : (1) Commercial General Liability . Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001 ). (2) Automobile . Insurance Services Office form number CA 0001 (Ed . 1/87) covering Automobile Liability , including code 1 "any auto" and endorsement CA 0025 , or equivalent form s subject to the written approval of the Successor Agency. (3) Workers ' Compensation . Workers' Compensation ins urance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Service Provider and all risks to such persons under this Agreement. (4) Professional Liability . Professional liability insurance appropriate to the Service Provider's profession . This coverage may be written on a "claims made " basis , and must include coverage for contractual liability . The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon , arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three (3) consecutive years following the completion of Service Provider's services or the termination of this Agreement. During this additio nal three (3) year period , Service Provider shall annually and upon request of the Successor Agency submit written evidence of this continuous coverage . 2 . Minimum Limits of Insurance . Service Provider shall maintain l im its of i nsuran ce no less than : (1) Commercial General Liability . $1 ,000 ,000 general aggregate for bodily injury, personal injury and property damage . RJV #483 8-6958-3880 v3 D RAFT 1/27/15 C-1 (2) Automobile . $1 ,000 ,000 per accident for bodily injury and property damage . A combined single limit policy with aggregate limits in an amount of not less than $2,000,000 shall be considered equivalent to the said required m in imum limits set forth above . (3) Workers' Compensation. Workers' Compensation as required by the Labor Code of the State of California of not less than $1 ,0 00 ,000 pe r occurrence . (4) Profess ional Liability . $1 ,000 ,000 per oc currence. B. Other Provisions . Insurance policies required by this Agreement shall contain the following provis ions : 1. All Policies . Each insu rance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended , voided , cane r-lied 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 Successor Agency . 2 . Commerc ial General Liability and Automobile Liability Covera ges . (1) Successor Agency , and its respective elected and appointed officers , officials , and employees and volunteers are to be covered as additional insureds as respects : liability arising out of activities Serv ic e Provider performs ; products and completed operations of Service Provider; premises owned , occupied or used by Serv ice Provider; or automobiles owned , leased , hired or borrowed by Serv ice Provider . The coverage shall contain no special limitations on the scope of protection afforded to Successor Agency , and their respect ive elected and appointed officers , officials , or employees . (2) Service Provider's insurance coverage shall be primary insurance with respect to Successor Agency , and its respective e lected and appointed , its officers , officials , employees and volunteers . Any insurance or self-insurance maintained by Successor Agency , and its respect ive elected and appointed officers, officials , employees or volunteers , shall apply in excess of, and not contribu :e with , Service Prov ider's insurance. (3) Service Provider'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 . RIV #4838 -6 958 -3880 v3 DRi\FT I /27 /1 5 C-2 (4) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties , shall not affect coverage provided to Successor Agency , and its respective elected and appointed officers , officials , employees or volunteers . 3. Workers' Compensation Coverage. Unless the Successor Agency Manager otherwise agrees in writing, the insurer shall agree to waive all ri]hts of subrogation against Successor Agency, and its respective elected and ap pointed officers, officials , employees and agents for losses arising from work performed by Service Provider. C . Other Requirements . Service Provider agrees to deposit with Successor Agency , at or before the effective date of this Agreement , certificates of insurance necessary to satisfy Successor Agency that the insurance provisions of this contract have been complied with . The Successor Agency may require that Service Provider furnish Successor Agency with copies of original endorsements effecting coverage required by this Exhibit "C ". The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. Successor Agency reserves the right to inspect complete , certified copies of all required insurance policies , at any time . 1. Service Provider shall furnish certificates and endorsements from each subcontractor identical to those Service Provider provides . 2 . Any deductibles or self-insured retentions must be declared to and approved by Successor Agency . At the option of Successor Agency , either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects Successor Agency or its respective elected or appointed officers, officials, employees and volunteers or the Service Provider 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 Service Provider's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. RIV #483 8-695 8-3880 v3 DRAFr 1/27 /15 C-3 City Council November 17 , 2015 Page 2 of 3 ANALYSIS: Due to the dissolution of redeve lo pment agencies, the Successor Agency now has the responsibility for repayment of the 2005 TABS . With the passage of AB 1484 , the Successor Agency may refund existing bonds, with the approval of the Oversight Board of the Successor Agency to the Former Temp le City Redevelopment Agency (Oversight Board) and the State Department of Finance for the purpose of generating a debt service savings . Interest rates are currently at historic lows . By issuing a refunding bond issue (the "2016 Bonds") to refinance the outstanding principal of the 2005 Bonds , a debt service savings of approximately $600 ,000 can be generated , The final savings amount will depend on the market interest rates in effect at the time the 2016 Bonds are priced , which is anticipated to be in the Spring of 2016.. Based on the redevelopment dissolution laws , the estimated annual savings amount, approximately $60 ,000 per year through 2025, would be shared among the ta x ing entiti es (i .e ., County of Los Angeles , Temple City Unified School District and Los Angeles Community College District) as residual revenues . 1 '> c,l \'{ ( I J ~"'(~ ~ To assist ~ Suc_cessor A ~n~y with t!)~fundi of the 2005 TABS , tis recommended that the ~or Ag~n cy) hire akinancial dvisor. Financial dvisory firms have expertise with refunding redevelopment agency bonds especially with the new requirements since the passage of AB 1484. Staff received four proposals fo rknancial }:;;,ory services. After an extensive review and vetting process by the City Manager and the Administrative Services Director, Urban Futures is recommended . Urban Futures ' understanding of the project and their experience with this type of work and similar projects provides the level of expertise the Successor Agency is looking for. If this Professional Services Agreement is approve ~aff will be returning to the Successor Agency in December 2015 , for adoption of j{e"~;l~tion s and other bond documents necessary to begin the refunding process . At that time a detailed timeline of activities and further estimated cost savings will be presented . Staff will also be taking the necessary actions to the Oversight Board for their approval in either December 2015 or January 2016 . CITY STRATEGIC GOALS: Refunding of the 2005 TABS will promote or further the City's/Successor Agency 's Strategic Goal of Good Governance. [Jjj] U RBAN FUTU R ES I I•Hnqwr u ~t·d City of Temple City -2015 Proposal to Provide Financial Advisory Se rvices 2. SCOPE OF WORK The Consultant shall include in its proposal a detailed scope of work and understanding of the process to undertake such projects and complete it in compliance with all applicable rules, regulations, standards, and requirements. A deta iled schedule showing tasks, milestones, and anticipated public meetings should also be included showing a clear time line, critical path that leads to a final approved project. The scope of work shoJI indicate the tasks/actions the consultant expects the City to perform/take; and the schedule shall show critical path items tha t are dependent of the City's actions. <APPROACH > Th e prop os ed t ea m 's princi pal st aff i s ma naged directly by M r . Mi chael Busc h, Pre sid ent & CEO. Mr. Bu sc h, a long-t i m e veteran in publ ic se rv ice through ro les such as Assistant City Ma nage r and Chief Fin a ncial Office r, w ill manage the d ay-to -day aspects o f th e project, e nsuring t h at it effectiv ely m eet s th e Cit y's o bje ctives, including th e objectives of bein g w ithin budge t . He will also lead th e adv isory team in the conduct of analyses and prep ara tion of proj ect delive r abl es. UF I's p r oject m anagement approach is built upon the followi ng pri nciples: 1) Comm itm ent: To serve o ur cli e nts w it h a pr ofess ional app ro ac h, integr ity, honesty, and with th e pub lic good i n m i nd; 2) Excelle nc e : To be t h e b est th r ou gh th e hiring of p r ove n professi onals in the f ield with rel evant experience and a proven t rack record; 3) Pass i on: To serve our clients with a pas sion fo r publ i c se rv ice and a dedi ca tion for improvi ng th e communities in which we work, l ive, and pl ay; and 4) Results: To provi de a service and product unm at che d i n our fi el d, on-tim e, within bud get, and exceeding the expectations of our cl i e nt s. < PROJECT TASKS & ACT I ONS> Activ ity 1: Condu ct Pr eli mi nary Analyses and M ake Rec o mmendati ons for Financing Alternatives (MB, DA,JP ) • Participate in the structuring process • Verify econo mi cs of each financings an d that, even in the presence of significa nt annual or net- present-value savings , financing(s) ar e in the City's long-term i nterest and reflect the City's goals and policy ob j ec t ives • Comprehensive compari son offinanc ing alte rnatives Ur ban Fu ture s, Inc. 4 miJ U RBAN F T R ES l lnnorpurnhll City of Temple City-2015 Proposal to Provide Financial Advisory Services The viability and/or success of new financ ings are determined i n l arge part by the long-term financia l and other impacts on the City. We believe t h e m ost appropriate approach to deve loping financ ial impact ana lyses is to build those analyses aroun d methods that faci l itate communicatio n of results in an i nter active environment such as with govern ing bod ies and t he p ublic. This is becau se resu lts fro m an alyses are on ly as go o d as t he understandi ng and acceptance of decision-makers who are familiarized wi t h t he advantages and r isks of programs and potential borrowers who demand a comfort threshold in te r ms o f i m plem e nti ng a n ew progra m an d it s policies according t o t he City's criteria. DATA/INFORMATION REQUESTED : None DELIVERABLES: Recomme ndations base d on ana lys is of va rious financing options I Summary r eport for eac h propose d financing I Ongoing monitoring of t h e market I Maturity-by-maturity analyses I Sensitivity an alyses Activity 2 : M a naging Transactions (M B, DA) Underwriting and advisory experience is comprehensive and extensive Assist in deve loping financing team • Assist in developing sale calendar • Assist with presentation of recommendations to City management and Ci ty Co uncil I Successor Agency I Overs igh t Board I DOF • Detailed road map outlining various tasks and steps for i mplementing the fina ncing of desired projects along with th e timeline schedu le Our team has deca d es of experience managing transacti ons, cove r ing hundreds of tax allocation bonds and other t ypes of experience. We are very f amiliar w ith eve ry asp ect of m anag in g a wi de variety of transactions, from financial structurin g and docu ment review t o pri cing, investor r elations, an d the m anagement of the financ ing party itself. All members of the financing team have depth of ex perience representing cities' best fin anc ial i nterests and strengths to a var iet y of stake hold ers w heth er through cre dit r ating presentations to credit rating agencie s, pre se ntations to bond insurers for t he most favourable bi ds , or presentations to city councils and th e public during co unc il meetings and publ ic o ut r each sess io ns. Plea se see a samp le sc h edul e for th e 2005 tax all ocation bond s re f u nding. Urban Futures, Inc. 6 [li) URBAN F TURES l h~<.llrporatul City of Temple City-2015 Proposal to Provide Financia l Advisory Services 3. PROPOSED STAFF QUALIFICATIONS Provide an organization chart showing the names and responsibilities of key personnel. Provide resumes of proposed staff. < PROJECT ORGAN I ZAT I ON > The principal advisor for the Ci ty's financi ng and related needs. Mr. Bu sch is in the Orange office, which is UFI 's principal place of business. UFI proposes to dedicate the following staff to the City's ongoing fi n ancia l adv isory needs. Ou r main office in Orange , CA is close to the City, w hich mea ns that not only are we available for immediate assistanc e i n person as needed , we are well -apprised of the issues affecting the City's region and neighbors Key perso nnel will be ava i lable to th e ex t ent proposed for the duration of the project, and none of these personnel will be removed or r e pl aced from the project w ithout the prior w ritten concurrence of t h e Ci ty. < KEY PROPOSED PERSONNEL> Doug Anderson (Managing Principal) -Advisory Lea d -Fiscal Consultant Michael Busch (President & CEO) -Project Lead John Phan {Princi pal) -Technical Lead MICHAEL P. BUS CH: TEAM LEAD, LEAD FINANCIAL ADVISOR {CHIEF EXEC U TIVE OFFICER) Bach elor of Arts in Urban and Regional Plann ing -California State Polytechnic University, Pomona Master of Public Administration (emphasis in Finance & Public Works)-California State University, Long Beach ROlE FOR THIS PROJECT: Mr. Bu sc h wil l m anage the day-to-day aspects of the project, en su ring that it is within budget and on schedu le and that it effect ively meets the City's objectives. He w ill also lead the advisory team in the conduct of analyses and preparation of project deliverables. PROFilE: Mr. Bu sch joi n ed Urban Futures following a successful career in m unic ipal government. Mr. Busch currently serves as the Chie f Execu tive Officer of the firm and manage s day-to-day operat ions. Mr. Bu sch's backgrou nd consist s primarily of Assistant Deputy City M anager and Chi ef Fin ancial Officer positions. As such, h e h as extensive expe ri ence i n Budget Stab iliza ti on, Fiscal Recovery Plan s, Stra t egic Plannin g, Wind-Down Activities, Municipal Fin ance and Eco nomic Deve lopment/redevelopment. Additionally, Mr. Bu sc h has serves as fi nancia l adv iso r on ove r $1 billion in tax-exempt d ebt offerings an d impl ementat ion of severa l econom ic d evelo p ment and infrastructure projects, th e ma jority of which have b een ta x all ocation bond refinanci ngs. Mr. Bu sc h ha s a unique background where he has demonstrated experi ence i n capi t al improvement plan development, d eve loper negotia tions, d evelo pm ent agreements, and capita l project implementation. RECENT PROJECTS AND ACCOMP liSHMENTS: Urban Futures, Inc. 10 m:i] U R BAN FUTUR ES 11 nn•rpnr .otrd City of Temple City-2015 Proposal to Provide Financial Advisory Services from developing our own market scales based on in-house information sources suc h as Bloomberg, TM3 (Thompson Reuters), and EMMA to corroborating our cash flow ana lyses and market comparables to our network of underwriters. Understand ing how an individual f i nanci ng complements the City's long-range finan cial plan is as critica l as th e potential financin g itself. UFI is also available to assist with developing a long-range financial plan on behalf of the City. Ple ase see Section 6 for a li sting of our experience. Urban Futures, Inc. 13 mil U RB AN FUT U R ES I IIH·~~rput·uttd City of Temple City-2015 Proposal to Provide Financial Advisory Services 6. CONTRACTS COMPLETED DURING THE LAST THREE YEARS Enc inita s Uni on School Dis t rict 9/3/201S 13,999,4S3 Genera l obligation bond Madera Uni fi ed Schoo l District 9/1/2015 7,000,000 General ob ligation bond Tipton Elementa ry Sc h ool District 8/26/2015 3,297,500 General obligation bond Succe sso r Agenc y t o the Lake Elsin ore 8/25/2015 8,065 ,000 Tax al loc ation bond Re development Agency Banning Financ in g Authority 8/19/2015 3 1,755,000 Public enterprise revenue bond Banning Utility Authority 8/19/2015 25,365,000 Public enterprise revenue bond Fo u ntain Valley 8/19/2015 15 ,9 95,000 Pension obligation bonds Sonora Union Hi gh School District 8/11/2015 10,000,000 General obligation bon d Cinnabar Sc hool District 8/5/2015 2,500,0 00 Genera l obligation bon d Sa n Ysidro Schoo l District 7/30/2015 21,585,000 Certificates of partic ipation/leases Ca li mesa CFD No 2013 -1 7/29/2015 1,565,000 Limited tax obligation bond Rancho Sa nta Fe School District 7/28/2015 33,205,000 General obl iga tion bond Dinu ba 7/23/2015 1,300,000 Ce rtificates of participation/leases Farmersville Unified School District 7/22/2015 3,170,000 Genera l obligation bond Fortun a Elementary School Di st r ict 7/22/2015 4,840,000 General obligation bond Azusa Unified Sc hool Dis t rict 7/21/2015 28,000,000 General obligation bond Li ncoln Un ified School Di strict 7/21/2015 18,460,000 General obl igation bond Cosumnes Comm unity Services Di strict 7/16/2015 9,105,000 Certificates of participation/leases Succes so r Agency to th e Hu gh son Redevelop ment 7/16/2015 2,660,000 Tax all ocation bond Agency Par lier Unified Sc hool Dis t rict 7/15/2015 3,000 ,000 General obligation bond Reef-S un set Uni fied School District 7/15/2015 4,326,000 Genera l obligation bond Imperia l CFD No 2005-1 7/9/2015 5,480,000 Limited tax obli gation bond Klamath -Tr inity Joint Uni fi ed Sc h ool Di st r ict 6/30/2015 4,500,000 Certificates of participation/leases Sou th Bay Union Schoo l District 6/30/2015 999,000 Gene r al obligation bond Urban Futures, Inc. 15 i!li] U RB A ' F UT U Rf.S I t nrnrpnnot('d City of Temple City-2015 Proposal to Provide Financial Advisory Services Upland Un ified School District 1/2 1/2015 10,000,000 General oblig atio n bond Hueneme Elementary School Dis trict 1/15/2015 11,000,000 Gene ral obligation bond Parl ier Unified Sc h ool Distr ict 1/15/20 15 4,725,000 Genera l obl igation bond Cabri llo Uni fi ed School District 1/14/2015 20,000,000 Genera l obligation b ond Ca lifo rni a Municipa l Fin ance Au thority 12/23/2014 38,500,000 Condu ~revenuebond Prin ce ton Joint Unified Sch ool Di strict 12/17/2014 2,750 ,000 Gen eral o bligation bond Mesa Union School District 12/16/2014 3,855,000 General obligation bond Whittier City School District 12/16/2014 18,000,0 00 General obligation bond W in ters Joint Unifi ed School District 12/16/2014 1,148,000 Certificates of participation/leases Vacaville Uni fied School District 12/11 /2014 33,9 10,000 General obligation bond Holtville Unified Scho ol Di stri ct 12/10/2014 2,930,000 Ge n eral obligation bon d Corcoran Jo in t Un ifi ed School Di strict 12/4/2014 13,000,000 Certi ficates of participation/leases Gateway Un ified School District 12/4/2014 5,360,000 General obligation bond Rio Elementa ry Sc h ool Di st rict CFD No 1 12/4/2014 27,345,000 Li mited tax obligation bond Elk Hills Elem entary School District 12/3/2014 1,745,000 General obligation bond Madera Unified School District 12/3/2014 15,535,000 General obligation bond Chowchilla Union Hi gh Sc h ool Dis trict 12/2/2014 4,455,000 General obligation bond Redondo Beac h Unified School District 11/20/2014 20,000,000 General obligation bond Redondo Bea ch Unified School Di st r ict 11/20/2014 46,335,000 General obligation bond So leda d 11/20/2014 3,005 ,000 Specia l assessment bond Cotati-Rohnert Park Un ified School District 11/19/2014 7,940,000 General obligation bond Ga rvey Sch o ol District 11/18/2014 5,500,000 Gene ra l obligation bond Successor Ag en cy to the Calexico Community 11/18/2014 15,395,000 Tax allocation bond Redevelopment Agency Cayucos Ele mentary Schoo l District 11/13/2014 2,485,000 General obliga tion bond Wilmar Union Scho ol District 11/12/2014 1,997,436 Gen er al obligation b ond Mo re no Valley Pub lic Financ ing Au t hority 11/6/2014 25,325,000 Pub lic lease revenue bond Benicia Unified Scho ol District 11/4/2014 20,000,000 Genera l obligation bond Su ccesso r Agency to the Moorpark 11/4/2014 13,420,000 Tax allocation bond Redevelopment Agency Ca lifornia Sta tewide Commu ni ties Dev elopment 10/29/2014 7,965,000 Certi ficate s of Authority participation/leases Urban Futures, Inc. 19 l!iiJ U RB A ' F TU R ES j ltH·nriH"'"tt·cl Cit y of Temple City-2015 Proposal t o Provide Fin a n cia l Ad vis ory Services Big Oak Flat-Groveland Unified School District 10/14/2014 5,800,000 General obligation bond Winters Joi nt Un if ied Schoo l District 10/9/2014 5,000,000 Gene ral obligation bon d Successor Agency to the Coachella 10/2/2014 9,250,000 Tax allocation bond Redeve lop ment Agency Hea ldsburg School Fac ilities Financing Authorit y 9/30/2014 25,545,000 Genera l obligation bond Healdsburg Unified Sc hool District 9/30/2014 6,9 15,000 Gene r al obliga t ion bond Healdsburg Unified School District 9/30/2014 6,630,000 General obligation bond Healdsburg Unified School District 9/30/2014 12,000,000 General obligation bond Round Valley Un ifi ed School Distr ict 9/30/2014 2,000,000 Ge neral o bligation bond Successor Agency to t h e Azusa Redevelopment 9/30/2014 10,4 70,000 Tax allocation bond Agency Cotati-Roh n ert Park Unified School District 9/24/2014 3,025,000 Ge n eral obligation bond Cotati-Rohnert Park Unif ied School District 9/24/2014 17,975,000 Genera l ob ligation bond Monterey Park 9/23/2014 10,511,901 Certificates of participation/leases McKinleyv ille Un ion Sc h ool Distr ict 9/19/2014 7,327,431 Gene r al ob ligation bond Merced Rive r Sc h ool District 9/18/2014 1,800,000 General obligation bond Kingsburg Joint Union High School District 9/17/2014 5,000,000 General obligation bond Cali f ornia Statewide Com m unities Development 9/16/2014 10,000,000 Pub lic lease revenue bond Au t h orit y Tulare City School District 9/16/2014 13,590,000 Ce rtificates of participation/leases Rowland W ate r District 9/4/2014 20,060,000 Public enter prise revenue b ond Wright Elementary School District 9/3/2014 4,999,219 General obligation bond Hap py Valley Union Elem entary School District 8/26/2014 2,490,000 General o bligation bond Hyd esville Ele mentary School District 8/26/2014 1,100,000 Ge n eral obligation bond Petaluma City Elem en tary School District 8/14/2014 7,000,000 General obligation bond Petaluma Joint Uni on High School Distr ict 8/14/2014 23 ,0 00,000 Gene ral obligation bond Parlier Uni f ied Sch ool Distr ict 8/6/20 14 3,000 ,000 Genera l o bli ga tion bond Calimesa CFD No 20 12-1 8/5/2014 2,855,000 Limited tax obligation bond LeGrand Union High School District 7/31/2014 2,100,000 General obligation bond Baysho re Eleme ntary School District 7/23/2014 3,000,000 Gene ral o b ligation bond Lake Elsinore CFD No 2003-2 7/23/2014 7,315,000 Limited t ax obligation bond Urba n Futur es, I nc. 20 WiJ U RU A ' FUTURES I IIH'nrpnnl1ccl City of Temple City-2015 Proposal to Provide Financial Advisory Services Lake Elsinore Unified School District 12/1/2013 3,967,477 Certificates of participation/leases Terra Bella Union Elementary School Dist r ict 11/21/2013 1,2 05,939 Gene r al obligation bond La keport Unified School District 11/18/2013 1,640,000 Gene r al obligation bond Elk Hills Elementa r y School District 11 /12/2013 1,300,000 General obligation bond East Nicola u s Jo int Union High School Di strict 11 /6/2013 820,000 General obligation bond Harmony Union School District 11/4/2013 960,000 Genera l obligation note Bennett Valley Union School Di strict 10/25/2013 4,866,680 General obligation bond Del No rte County Uni f ied School Dis trict 10/17/2013 4,990,000 Gene ral obligation bon d Somi s Un ion Eleme ntary School District 10/16/2013 4,000,000 Genera l obligat ion bond Successor Agency to the Monrovia 10/16/2013 3,920,000 Tax allocation bond Redevelop ment Agency Successor Age ncy to the Monrovia 10/16/2013 12,000,000 Tax allocation bond Redevelopment Age ncy Taft City Elementary School Di strict 10/16/2013 6,000,000 General obligation bond Fr anklin-Mc Kin ley School District 10/8/2013 15,000,983 Genera l o b ligation bond Successor Agency to the Coachella 10/1/2013 5,275,000 Tax all ocation bond Redevelopment Age ncy Successor Agency to the Oakland Redevelopment 9/18/2013 102,960,000 Tax allocation bond Agency Cutler-Orosi Joint Unified School District 8/22/2013 2,4 18,000 General obligation bond Manzanita Eleme ntary School Di strict 8/22/2013 660,000 General obligation note Ca lifornia Statewide Communities Deve lopment 8/15/2013 20 ,0 00,000 Ce rtificates of Au thority p articipation/lea ses Dos Palo s-Oro Loma Jo int Un ified School Dis t rict 8/9/2013 1,860,000 General obligation bond Norco CFD No 2002-1 8/8/2013 1,421,200 Limited tax obligation bond Norco CFD No 93-1 8/8/2013 978,100 Li mit ed tax obligation bond Soledad 7/25/2013 3,540,000 Special assessment bond Soledad Public Financing Authority 7/25/2013 3,780,000 Revenue bond (Pool) Humbo ldt County Board of Education 7/24/2013 3,2 80,000 Certificates o f particip ation/leases Wheatland Union High School District 7/18/2013 6,000,000 Gener al obligation bond Pacific Eleme nta ry School District 7/10/2013 828,471 Genera l obligation bond Irwindale Joint Powers Authority 7/2/2013 3,870,000 Public lease revenue bon d Inglewood Unified School Dis trict 6/27/2013 30,000,000 Genera l o b ligation bond Urb an Futures, Inc. 23 m:iJ URB A ' F UT R ES l l m·nrpnratt'd City of Temp le City-2015 Proposal to Provide Financia l Advisory Services Ha nf o r d 6/26/2013 12,725 ,000 Public enterpr ise revenue bo nd Summ e rville Unio n Hi gh Schoo l Di strict 6/20/20 13 3,8 20,000 General obl igatio n b on d Guerneville Ele m ent ary School District 6/11/2013 2,200,000 Gene r al obligation bond Armona Union Elemen t ary School District 5/28/2013 2,455,000 Gene r al obligation bond Barstow Unified School Di strict 5/17/2013 3,585,000 General obligation bond Chico Unified School District 5/16/2013 15,000,000 General o bligation bond Gravenstein Union Ele mentary School Dis t ric t 5/15/2013 3,000,000 Genera l o b ligation bond Successo r Agenc y to t he Up la nd Commu ni t y 5/9/2013 22,09 0,000 Tax all o ca tio n bond Re d ev elopment Agency Whittier City School Di strict 5/8/2013 20 ,0 00,000 Gener al obligation bond Del Norte County Unified School District 5/7/2013 5,010,000 General obligation bond Hueneme Eleme ntary School Di strict 5/1/2013 4,000,000 General obligation bond Muroc Joint Un if ied School District 5/1/2013 2,10 1,000 Certificates of participation/leases Sonora Unio n High Sc h ool District 4/25/20 13 8,000,000 Ge ne ral obligation bond Roseland Eleme nt ary School District 4/24/20 13 3,50 0,000 General o b ligation bond Wilmar Unio n Sc hool District 4 /18/2013 2,0 00,000 General o b ligation bond Delhi Unified School Di strict 4/16/2013 2,698,445 General o b ligation bond Cloverdale Unified School District 4/3/2013 3,500,000 Gene r al o b ligation bond Brawley Eleme ntary School District 3/21/2013 7,5 00,000 Genera l o b ligation bond Summerville Uni o n High Schoo l District 3/20/2013 4,0 9 7,620 Genera l o b ligation bond Gree nfield Un ion School Dist r ict 3/19/2013 1,0 90,000 Gene r al obligation bo nd Anderson Union High School Dis t rict 3/13/2013 5,0 00,000 Gene r al obligation bond Mt Diablo Unified School Di strict 3/13/2013 54,015,000 Genera l obligation bond Mendota Unified School Di strict 3/12/2013 8 ,000,000 General o bligation bond Redondo Beach Un ified School District 3/7/2013 8,135,000 Gene ra l o bligation bond Redondo Beac h Uni fied School Dist r ict 3/7/2013 25,000,000 Gene r al obligation bond M idway Ele m entary Schoo l District 3/5/2013 3,27 5,00 0 Gene r al obl igation bond So uthern Humboldt Joint Unified School Dist ri ct 3/5/2013 2,197,188 Gene r al obligation bond So u th Pasadena Public Financing Authority 2/27/2013 6,995,000 Public e nterp rise revenue bond Arcata Elementary School District 2/26/2013 3,0 00,000 Genera l obligation bond Magn olia School District 2/21/2013 3,660,000 Genera l o b ligation bond Urban Futures, Inc. 24 [![ij U RB A FUTU R ES l hH·urp urll l'''' City of Temple City -2015 Pro posal to Provide Financial Advisory Services Dinuba Financing Authority 11/7/2012 11,270,000 Public lease r evenue bond Colton Public Finan cing Authori t y 11/6/2012 3 0,765,000 Public en t erp rise revenue bond Southern Trinity Jo in t Uni fied School Dist r ict 11/6/2012 2,299,999 General obligation bond Healdsbu rg Unified School Dist rict 10/25/2012 11,9 98,869 General obligation bond Guernevill e El eme ntary School Di st rict 10/23/2012 2,100,0 00 General obli gation bond Buellton Union Eleme nta ry School Dis trict 10/18/2012 2,550,750 Bond anticipation note Cabrillo Un ified Scho ol Di strict 10/11/2012 18,000,000 Genera l obligation bond Whittier City Schoo l District 10/11/2012 12,5 25,000 Ge nera l ob ligat ion bond 7. FEE PROPOSAL UFI is committed to match ing competitors' fees should fees se rve as a significant basis for selecting the City's fina ncia l a dviso r . UF I proposes to compl et e the re f inancing of t he 2005 Tax Allocation Bonds for a not-to-ex ce e d amount of $35,000. Complementary serv i ces such as deta iled in this proposal according to ou r project understanding, including that of producing a Fiscal Consu ltant's Report, are available on a p roj ect or hourly basis. To the righ t are the hourly rates of propose d pos itions and their allocation of time to t he p roj ect. Urban Futures, Inc. ~ Pos•tion Rate CEO/President Managing Principal Pr incipal Analyst $27 5 $250 $225 $150 26 City Coun ci l November 17 , 2015 Page 2 of 2 ANALYSIS: In order to ensure comp liance with the State of Califo rnia 's minimum wage law , two of the part-time positions classifications (i .e ., Recreation Leader I and Recreat ion Aide) need to be increased to $10.00 per hour. Further, the Recreation I classifica tion includes an ad diti ona l adjustm e nt to all ow for five steps (Steps 3 -7), the first step benchmarked at the minimum wage of $10 .00 . In addition , historica lly the City Counci l has set hourly rates for employees in part-ti me class ifications that were comparable to salaries for em pl oyee in full time classifications. Sa lary adjustments for FY 2014-15 an d FY 2015-16 for full time emp loyees represe nted by TCEA were add ressed with the adoption of Resolution 15-5067 app ro ving an MO U. This MOU approved two 5 % salary adjustments . It is recommended the City Council cons ider similar salary adjustments for a ll unrepresented part-time employees . CITY STRATEGIC GOALS: Adoption of Resolution No . 15-5128 will promote or furth e r th e C ity 's Strategic Goal of Good Governance . FISCAL IMPACT: Th e adopted FY 20 15-16 Ci ty Budget inc lud es sufficie nt resources for the recommende d adjustments . ATTACHMENT: A. Resolution No . 15-5128 ATTACHMENT A RESOLUTION NO . 15-5128 A RESO LU TION OF THE CITY COUNCIL OF THE CITY OF TEMPLE CITY , CA LI FORNIA ADJUS TIN G SALARIES FOR UNREPRESENTED PART-TIME CLASSIFICATIO NS. WHEREAS , on June 16 , 2016 , the City Council adopted the Fiscal Year (FY ) 2015-16 City Budget which included funding for a salary adjustment for unrepresented class ifications . WHEREAS , on January 1, 2016, the State of California 's minimum wage law is increasing from $9.00 per hour to $10 .00 per hour. NOW THEREFORE, THE CITY CO UN CI L OF THE CITY OF TEMPLE CI TY DOES HEREBY RESOLVE , DETERM IN E AND ORDER AS FO LL OWS : SECTION 1. The City Council hereby approves salary ranges for unrepresented part-time classifications (Exhibit "1 ") implementing salary adjustment for unrepresented part-time classificat ions, effective with the pay period ending November 27 , 2015 ; and SECTION 2. The City Clerk shall certify to the adoption of th is Resolution . PASSED, APPROVED AND ADOPTED on this 17th day of November, 2015. MAYOR ATIEST: APPROV ED AS TO FORM : City Clerk City Attorney I hereby certify that the foregoing resolution , Resolution No . 15-5128, was duly passed , approved and adopted by the City Council of the City of Temple City at a regular meeting held on the 17th day of November , 2015 , by the following vote : AYES : Council member: NOES : Council member: ABSENT: Councilmember: ABSTAIN : Councilmember: Ci ty Clerk