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HomeMy WebLinkAbout111708 Agmt CSG Advisors, Inc for Financial Consulting ServREQUEST FOR AGENCY ACTION AGENCY BOARD MEETING DATE: NOVEMBER 17, 2008 TITLE: AGREEMENT WITH CSG ADVISORS, INC. FOR FINANCIAL CONSULTING SERVICES EXECUTIVE DIRECTOR RECOMMENDED ACTION AGENCY SECRETARY USE ONLY: /y)0fgV" jJ //are APPROVED ® As Recommended ?"'o ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the Executive Director or designee and Agency Secretary to execute the attached agreement with CSG Advisors, Inc. in an amount not to exceed $80,000, subject to non - substantive changes approved by the Executive Director and Agency General Counsel. DISCUSSION The Community Development Agency of the City of Santa Ana creates and implements programs that eliminate slum and blight within its project area and that offer economic development and affordable housing opportunities within the City. Periodically, Agency staff requires professional consulting services to ensure the economic viability of the design and implementation of these programs. CSG Advisors, Inc. (CSG) is a nationally recognized financial consulting firm with offices in Atlanta, New York, San Francisco and Cleveland. The firm specializes in bond financing, development negotiations, and financial strategies and programs. They have assisted in the structuring of more than $60 billion in bond sales and serves as financial advisor to more than 75 local governments and 15 state housing finance agencies. In addition, CSG has been a national consultant to the federal government working with distressed properties through the Resolution Trust Corporation and with the Department of Housing and Urban Development to evaluate FHA multi- family refunding requests. CSG has served as the financial advisor to the Housing Authority of the City of Santa Ana for all past tax - exempt bond issuances and is currently working with the Agency and Authority on various projects including the new Federal Neighborhood Stabilization Program. 3 -1 Agreement with CSG Advisors, Inc. November 17, 2008 Page 2 Under the proposed contract, CSG will work on an hourly basis as needed and as requested by the Executive Director. The scope of work may include financial consulting on new or existing bonds issued by the Housing Authority, Industrial Development Authority or the Redevelopment Agency; development or review of strategies for revitalization and redevelopment; review of development proposals; and review of strategies for rehabilitation of rental and owner - occupied housing. FISCAL IMPACT Funds are available in the Tax Increment Housing Set -Aside Fund (account no. 507 - 508 -6291) and Redevelopment (account nos. 570 -933 -6291, 570 -935- 6291, and 570- 932 - 6291). Nancy T. dwards Francisco Gutierrez Assistan Director Executive Director Community Development Agency Finance & Management Services Agency CJN /NTE /mlr 111706 AgreeCSGAdvisors 3 -2 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this day of , 2008 by and between CSG Advisors, a California corporation, (hereinafter "Consultant"), and the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic ( "Agency "). RECITALS A. The Agency desires to retain a consultant having special skill and knowledge in the field of providing financial consulting services. B. Consultant represents that Consultant is able and willing to provide such services to the Agency. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES At the request of the Executive Director of the Agency, Consultant shall provide assistance on topics such as financial consulting on new or existing bonds issued by the Housing Authority, Industrial Development Authority or the Redevelopment Agency; development or review of strategies for revitalization and redevelopment; review of development proposals; and review of strategies for rehabilitation of rental and owner- occupied properties. 2. COMPENSATION a. Agency agrees to pay, and Consultant agrees to accept as total payment for its services, at the rates and charges identified on the Fee Schedule dated November 6, 2008, attached hereto and incorporated herein as Exhibit A. The total sum to be expended under this Agreement shall not exceed Eighty Thousand Dollars ($80,000.00) during the term of this Agreement. b. Payment by Agency shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to Agency accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by Agency. 3-r3 3. TERM This Agreement shall commence on the date first written above and terminate upon expenditure of funds, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Agency and the Agency General Counsel. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the Agency. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the Agency to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the Agency, its officers, agents, volunteers, and employees as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply Agency with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the Agency Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the 3-74 performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the Agency upon execution of this Agreement and shall be approved in form by the Agency Legal Counsel. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the Agency. e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Agency with required proof that insurance has been procured and is in force and paid for, the Agency shall have the right, at the Agency's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the Agency for any work performed prior to approval of insurance by the Agency. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the Agency, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the Agency, including fees and costs for special counsel to be selected by the Agency, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. Agency may make all reasonable decisions with respect to its representation in any legal proceeding. 375 7. CONFIDENTIALITY If Consultant receives from the Agency information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the perfonnance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the Agency. S. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with perforniance of services specified under this Agreement. Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To Agency: Secretary of the Community Redevelopment Agency City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6956 With courtesy copies to: Community Redevelopment Agency City of Santa Ana Housing Division 20 Civic Center Plaza (M -37) P.O. Box 1988 Santa Ana, California 92702 376 telefacsimile (714) 647 -6549 and Agency General Counsel City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647 -6515 To Consultant: Gene Slater, Chairman CSG Advisors, Inc. 1 Post Street Suite 2130 San Francisco, CA 94104 telefacsimile (415) 956 -2875 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the Agency and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the Agency and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor the Agency. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Agency and any such assignment, transfer, delegation or subcontract without the Agency's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the Agency's ability to have any of the services which are 337 the subject to this Agreement performed by Agency personnel or by other consultants retained by Agency. 12. TERMINATION This Agreement may be terminated by the Agency upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the Agency shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the Agency all work product completed as of such date, and in such case such work product shall be the property of the Agency unless prohibited by law, and Consultant consents to the Agency's use thereof for such purposes as the Agency deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the Agency immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. i 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Agency fully, including reasonable costs and attorney's fees, for any injuries or damages to Agency in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 3-,9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: PATRICIA E. HEALY Secretary APPROVED AS TO FORM: JOSEPH W.FLETCHER Agency General Counsel By: Lisa E. Storck Assistant Counsel COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA CYNTHIA J. NELSON Executive Director CONSULTANT Gene Slater President TAX ID: 58- 2419370 3-810 EXHIBIT A Fee Schedule 3-911 ExFiibit A CSGI advisor Via Email Delivery November 6, 2008 Nancy Edwards Assistant Director of Community Development Santa Ana Community Redevelopment Agency 20 Civic Center Plaza, M -25 Santa Ana, CA 92701 Re: 2008 & 2009 Schedule of Hourly Rates Ms. Edwards: You have requested a new rate schedule for our hourly contracts. These hourly fees would apply to our work with the City of Santa Ana, the Community Redevelopment Agency and the Housing Authority. Housing consulting fee schedule through 2008 and beginning January 1, 2009 are as follows: Through Beginning December 31, 2008 January 1, 2009 Chairman $320 $336 Principal $303 $318 Vice President/Senior Associate $276 $289 Associate $232 $243 Analytical Associate $198 $208 Hourly rates would increase 5% each year beginning January 1 2010. In addition to hourly fees, we would be reimbursed for costs of transportation, meals, lodging, long- distance telephone, facsimile transmission, document production and reproduction, and messenger delivery service. Contingent fee transactional financial advice would be priced separately on a per transaction basis. Please contact me if you have any questions or require further information. Thank you. Sincerely, kc�4 G. Csr� Robert Cornwell Principal SAN FRANCISCO I ONE POST STREET SUITE 2� SAN 0 FR6NCISCO, CA 94104 T 415 956 2454 F 415 956 2875 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The Redevelopment Agency of the City of Santa Ana and the City of Santa Ana 20 Civic Center Plaza (M -25) P.O. Box 1988 Santa Ana, California 92702; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the Redevelopment Agency of the City of Santa Ana 20 Civic Center Plaza (M -25) P.O. Box 1988 Santa Ana, California 92702. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative 3-7o13 THIS PAGE LEFT INTENTIONALLY BLANK 3 -14