HomeMy WebLinkAbout12A - WARNER ASSESSMENT DISTRICT1M - •
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CITY COUNCIL MEETING DATE:
JULY 7, 2015
TITLE:
RESOLUTION OF INTENTION TO FORM
THE WARNER INDUSTRIAL COMMUNITY
ASSESSMENT DISTRICT AND AGREEMENT
WITH FIELDMAN, ROLAPP & ASSOCIATES
FOR FINANCIAL ADVISORY SERVICES
(NON- GENERAL FUND)
{STRATEGIC PLAN NO. 6, 1G}
_ f
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
❑ As Recommended
❑ As Amended
❑ Ordinance on 1e' Reading
❑ Ordinance on 2 "d Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
1. Adopt a Resolution of Intention to consider the formation of an Assessment District for the
Warner Industrial Community. By adopting the Resolution of Intention, the City Council will,
among other actions, be:
a. Declaring the intention of the City Council to order the reconstruction of the paving
within the proposed Assessment District conditional upon the formation of the
Assessment District and the approval by the property owners of the levy of
assessments to finance the reconstruction;
b. Describing the proposed boundaries of the Assessment District;
c. Ordering the development of the Engineer's Report which details the improvements,
the special benefits, the costs of the improvements, the cost distribution methodology,
and the amount assessed on each parcel receiving the special benefits in the proposed
Assessment District;
d. Giving notice that the City intends to issue limited obligation improvement bonds to
finance the cost of reconstruction of the paving; and
e. Declaring that the City will not obligate itself to advance available funds from the City
treasury to cure any deficiency of the funds available to pay debt service on the bonds
as a result of delinquencies in the payment by property owners of annual assessment
installments.
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Warner Industrial Community Assessment District
July 7, 2015
Page 2
2. Authorize the City Manager and Clerk of the Council to execute an agreement with Fieldman,
Rolapp & Associates, subject to nonsubstantive changes approved by the City Manager and
City Attorney, to provide professional financial advisory services to facilitate assessment
district formation, for a period expiring on December 31, 2016, with provision for one, one -year
extension exercisable by written authorization of the City Manager and City Attorney, in an
amount not to exceed $36,000.
DISCUSSION
The recommended actions will allow staff to investigate the costs, benefits, and commitments
related to the formation of an Assessment District (AD). An AD legally establishes a mechanism
to levy and collect funds for financing improvements that provide special benefits to participating
properties. The AD proposed for consideration would fund reconstruction of the Warner Industrial
Community (WIC) roadways. Before any decisions or commitments are made by City Council, the
recommended actions would allow staff to prepare and present a full report to City Council which
fully discloses the legal procedures necessary to form an AD, establishes probable costs and City
commitments, and provides financing options for the construction of the improvements.
Ultimately, the report will provide information on which property owners can base their vote on
whether or not to form the AD.
BACKGROUND
In 2011, Ms. Gail Fosler, a Santa Ana business owner in the WIC, approached the City regarding
the rehabilitation of local industrial streets (Exhibit 1). The total cost of design and construction of
the roadway improvements in the WIC is estimated between $5 million and $6 million. Since City
funding was not available for industrial street improvements, Ms. Fosler inquired about options to
share the cost of repairs between property owners and the City. Staff has worked with the WIC
property owners' representatives to identify the most appropriate and feasible option to share the
costs of the needed improvements.
The establishment of an AD as a cost - sharing opportunity would be beneficial to both the WIC
property owners and the City. Well- maintained roadways in the WIC will clearly and directly
benefit the industrial businesses and property owners in that area. Economically productive
businesses operating on well- served properties will benefit the City in terms of a higher local tax
base and employment.
Additionally, based on the project schedule for the City's pavement management system, funding
for these improvements will not be available for 10 to 15 years. By establishing this AD, the
roadway repair project would be accelerated and completed within 12 months. Success of this
public - private partnership will provide an alternative funding model for other industrial areas in the
City that need roadway infrastructure repairs.
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Warner Industrial Community Assessment District
July 7, 2015
Page 3
Discussions with WIC property owners have centered on sharing the total cost of roadway
improvements. Subsequent to informational meetings with and among WIC property owners, Ms.
Fosler has documented approximately 60 percent support for the formation of an Assessment
District based on a 50 -50 cost share, contingent upon approval by the City Council and a vote of
affected property owners.
ANALYSIS
In accordance with Proposition 218 guidelines, the general sequential steps to form this
Assessment District are as follows:
STEP
TIME NEEDED
ACTION
1
Today's Action
Approve a Resolution of Intention (Exhibit 2) and order the
preparation of the draft Engineer's Report. At this point, the City
does not make any commitments, except for the costs of performing
the Engineer's Report and related district formation research.
2
4 to 5 Months
Staff completes design of the improvements, prepares the plans and
specifications, and advertise the proiect for construction bids. Based
on the construction bids, the total cost to deliver the improvements is
established, and the corresponding assessment amount for each
property is determined.
3
Concurrent
Present the Draft Engineer's Report to the City Council. The report
will contain the overall costs (including design and construction), the
with Step 2
legal basis to establish the AD, the methodology to distribute the
costs, the proposed assessments based upon the bids and details
on any City commitments. Upon Council approval of the Engineer's
Report and authorization to proceed with balloting, the assessment
ballot procedure provides the WIC property owners with the
opportunity to decide whether the proposed assessment should be
levied.
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Warner Industrial Community Assessment District
July 7, 2015
Page 4
STEP
TIME NEEDED
ACTION
4
2 to 3 Months
Distribute the assessment ballots to the property owners along with
notice of the public hearing. City Council holds the public hearing as
scheduled. Upon the conclusion of the public hearing, the
assessment ballots will be tabulated. Votes are weighted by the
amount assessed. The "yes" votes are totaled by the sum of their
individual and respective assessment amounts and compared to the
sum of the "no" votes, with the higher amount prevailing.
5
1 to 2 Months
If the ballots support the formation of the AD, City Council may
resolve to form the AD and order the levy of assessments based on
the Engineer's Report. City Council action is required to commit the
City's portion of the project funding and award the construction
contract. Construction could begin soon thereafter.
6
2 to 3 Months
Construct and complete the AD improvements.
If the process concludes with the property owners ultimately approving formation of this AD, land -
secured financing will be used to fund the pavement rehabilitation project. Factors such as
business type, size, and location have to be considered in the methodology used to prepare the
Draft Engineer's Report. The assessments must be in proportion to the special benefit that each
property receives. The City's share of the project costs will be funded by a combination of
Pavement Impact, Measure M2, and other related transportation funds. Developing this cost
distribution will require the combined efforts of City staff, financial consultants, and bond counsel.
On November 21, 2013, the City issued a Request for Qualifications for financial advisory
services and on January 21, 2014, City Council approved a master agreement with Fieldman,
Rolapp & Associates (FR&A). Staff recommends that Fieldman, Rolapp & Associates be
approved to provide financial advisory services for establishment of the proposed Warner
Industrial Assessment District in an amount not to exceed $36,000. (See Exhibit 3.)
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet Goal #6 Community Facilities &
Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City
assets), Strategy G (develop and implement the City's Capital Improvement Program in
coordination with the Community Investment and Differed Maintenance Plans).
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Warner Industrial Community Assessment District
July 7, 2015
Page 5
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
FISCAL IMPACT
Funding for financial advisory services in the amount of $36,000 is budgeted in Fiscal Year 2015-
16 in the Public Works Admin Services account (10117601 - 62300), for expenditure in FY 2015-
16.
N�) Av�
F ed Mousavipour
E ecutive Director
Public Works Agency
FM /EWGIKN
APPROVED AS TO FUNDS AND ACCOUNTS:
*F-ranci Gutierrez
Executive Director
Finance & Management Services Agency
Exhibits: 1. Warner Industrial Community Boundary Map
2. Resolution of Intention
3. Fieldman, Rolapp & Associates Agreement
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12A -6
SANTA ANA
PWA ACqrrWyCWCL
2015
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RESOLUTION NO. 2015 -xx
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA, CALIFORNIA DECLARING INTENTION TO
ORDER THE ACQUISITION OR CONSTRUCTION OF
CERTAIN IMPROVEMENTS IN PROPOSED
ASSESSMENT DISTRICT NO. 2015 -01 (WARNER
INDUSTRIAL COMMUNITY); DECLARING THE
IMPROVEMENTS TO BE OF SPECIAL BENEFIT;
DESCRIBING THE DISTRICT TO BE ASSESSED TO PAY
THE COSTS AND EXPENSES THEREOF; AND
PROVIDING FOR THE ISSUANCE OF BONDS
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS
FOLLOWS:
Section 1. The City Council of the City of Santa Ana hereby finds, determines
and declares that the public interest and convenience require, and it is the intention of
this body, pursuant to the provisions of Division 12 of the Streets and Highways Code of
the State of California (the "Municipal Improvement Act 1913 "), to order the acquisition
or construction of certain public improvements, together with appurtenances and
appurtenant work, in a special assessment district (mown and designated as
Assessment District No. 2015 -01 (Warner Industrial Community) (the "Assessment
District ").
Section 2. The Improvements. The improvements proposed to be financed
through the levy of assessments on properties within the Assessment District are
described in Exhibit A attached hereto and incorporated herein by this reference, and
appurtenances and appurtenant work, all necessary for and to specially benefit
properties within the boundaries of the Assessment District (collectively, the
"Improvements "). The description of the Improvements contained in this Resolution is
general in nature and the plans and profiles of the Improvements as contained in the
Engineer's Report (defined below) shall be controlling as to the correct and detailed
descriptions thereof.
All of the Improvements to be acquired or constructed are to be installed at the
places and in the particular locations, and to the sizes, dimensions and materials, to the
lines, grades and elevations as shown and delineated upon the plans, profiles and
specifications, all to be made a part of the Engineer's Report.
Rights -of -way and easements, if any, required for the Improvements shall be
shown upon the plans referred to herein and to be filed with these proceedings.
Section 3. Description of Assessment District. The Improvements confer
special benefit on the properties within the Assessment District. This legislative body
EXHIBIT 2 Resolution No. 2015 -
Page 1 of 8
12A -9
hereby determines that the expenses of the acquisition or construction of such
Improvements which reflect the special benefit to be conferred on the properties within
the Assessment District from such Improvements are chargeable upon such properties.
Such properties are described as follows:
All of that certain territory in the proposed Assessment District included
within the exterior boundary lines shown on the map exhibiting the
property specially benefited and proposed to be assessed to pay the
expenses of the acquisition or construction of the Improvements
described above, such map entitled "Proposed Boundaries of
Assessment District No. 2015 -01 (Warner Industrial Community)," a
copy of which is attached as Exhibit B to this Resolution.
Section 4. Report of the Assessment Engineer. The proposed Improvements
are hereby referred to Psomas, (the "Assessment Engineer") who is hereby directed to
make and file a report as required by the Improvement Act, Article MID of the
Constitution of the State of California and the Omnibus Proposition 218 Implementation
Act (Government Code Section 53750) (collectively "Assessment Law ") such report to
be in writing and contain the following:
A. A description of the Improvements;
B. Plans and specifications of the Improvements sufficient to show or
describe the general nature, location and extent of the Improvements;
C. An estimate of the cost of the acquisition or construction of the
Improvements, including the cost of the incidental expenses, in connection
therewith;
D. A diagram showing, as the same existed at the time of passage of this
Resolution of Intention, the following:
the exterior boundaries of the Assessment District and any benefit
areas therein;
the lines and dimensions of each parcel of land within the
Assessment District and the Benefit Areas therein, if any; provided,
however, such diagram may refer to the county assessor's maps
for a detailed description of such lines and dimensions, in which
case such maps shall govern for all details concerning such lines
and dimensions; and
E. A proposed assessment of the total amount of the costs and expenses of
the proposed Improvements upon the several divisions of land in the
Assessment District and the benefit areas therein, if any, in proportion to
the estimated special benefits to be conferred on such subdivisions,
respectively, by such Improvements. Such assessment shall refer to such
subdivisions upon such diagram by the respective numbers thereof.
Resolution No. 2015 -
Page 2 of 8
12A -10
F. A proposed maximum annual assessment upon each of the several
subdivisions of land in the district to pay the costs incurred by the City and
not otherwise reimbursed which result from the administration and
collection of assessments or from the administration or registration of any
associated bonds and reserve or other related funds.
When any portion or percentage of the assessable costs and expenses of the
construction of the Improvements is to be paid from sources other than assessments,
the amount of such portion or percentage shall first be deducted from the total
estimated costs and expenses of such construction, and such assessment shall include
only the remainder of the estimated costs and expenses.
Section 5. Financing of the Improvements. NOTICE IS HEREBY GIVEN that
the City proposes to finance the cost of the Improvements, including the cost of the
incidental expenses, in connection therewith through the issuance of bonds (the
"Improvement Bonds ") pursuant to the "Improvement Bond Act of 1915" (the "Bond
Act "), Division 10 of the Streets and Highways Code of the State of California. The
payment of the debt service on the Improvement Bonds shall be secured by the unpaid
assessments within the District or the Benefit Area for which such series of the
Improvement Bonds have been issued pursuant to the provisions of the Improvement
Act and the Bond Act.
The provisions of Part 11.1 of the Bond Act, providing an alternative procedure
for the advance payment of assessments and the calling of bonds shall apply to the
Improvement Bonds.
The principal amount of each series of the Improvement Bonds maturing each
year shall be other than an amount equal to an even annual proportion of the aggregate
principal of such series, and the amount of principal maturing in each year, plus the
amount of interest payable in that year, will be generally an aggregate amount that is
equal each year, except for the first year's adjustment.
Pursuant to the provisions of the Improvement Act and specifically Streets and
Highways Code Section 10603, the Treasurer is hereby designated as the officer to
collect and receive the assessments during the cash collection period.
Section 6. Assessment Law. Except as may otherwise be provided for in the
issuance of the Improvement Bonds described above, all of the Improvements shall be
constructed pursuant to the provisions of the Assessment Law.
Section 7. Surplus Funds. If any excess shall be realized form the
assessment, it shall be used in such amounts as the legislative body may determine, in
accordance with the provisions of law for one or more of the following purposes:
A. Transfer to the General Fund, provided that the amount of any such
transfer shall not exceed the lesser of One Thousand Dollars ($1,000.00)
or five percent (5 %) of the total from the Improvement Fund;
Resolution No. 2015 -
Page 3 of 8
12A -11
B. As a credit upon the assessment and any supplemental assessment;
C. For the maintenance of the Improvements; or
D. To call Improvement Bonds,
Section 8. Improvement Fund. The legislative body hereby establishes a
Special Improvement Fund identified and designated by the name of this Assessment
District, and into such Fund monies may be transferred at any time to expedite the
acquisition or construction of the Improvements, and any such advancement of funds is
a loan and shall be repaid out of the proceeds of the sale of bonds as authorized by law,
Section 9. Grades. Notice is hereby given that the grade to which the work
shall be done is to be shown on the plans and profiles therefor, which grade may vary
from the existing grades. The work herein contemplated shall be done to the grades as
indicated on the plans and specifications, to which reference is made for a description of
the grade at which the work is to be done. Any objections or protests to the proposed
grade shall be made at the public hearing to be conducted under these proceedings.
Section 10. Proceedings Inquiries. For any and all information relating to these
proceedings, including information relating to protest procedure, your attention is
directed to the person designated below:
FRED MOUSAVIPOUR
EXECUTIVE DIRECTOR
PUBLIC WORKS AGENCY
CITY OF SANTA ANA
20 CIVIC CENTER PLAZA (M -21)
SANTA ANA, CALIFORNIA 92701
(714) 647 -5662
Section 11. Public Property. All public property shall be subject to assessment
in these proceedings unless otherwise expressly provided and listed herein.
Section 12. Acquisition. The public interest, convenience and necessity
requires that certain land, rights -of -way or easements be obtained in order to allow the
Improvements as proposed for this Assessment District to be accomplished. The
Engineer's Report, upon adoption, shall set forth general description of the location and
extent of easements and /or land necessary to be acquired.
Section 18. Contribution. The City of Santa Ana Intends to provide a
contribution of revenues, not otherwise prohibited by law, to the acquisition and
construction of the Improvements and the payment of expenses incidental thereto.
Section 14. No City Liability. This legislative body hereby declares not to
obligate itself to advance available funds from the Treasury to cure any deficiency that
may occur in the bond redemption fund. This determination is made pursuant to the
authority of Section 8769(b) of the Streets and Highways Code of the State of
Resolution No. 2015-
Page 4 of 8
12A -12
California, and such determination shall further be set forth in the text of the bonds
issued pursuant to the Bond Act.
Section 15. Annual Administrative Assessment. It is hereby declared that this
legislative body proposes to levy an annual assessment pursuant to Section 10204 of
the Streets and Highways Code of the State of California, such annual assessment to
pay costs incurred by the City and not otherwise reimbursed which result from the
administration and collection of assessments or from the administration or registration of
any associated bonds and their related funds.
Section 16. This Resolution shall take effect immediately upon its adoption by
the City Council, and the Clerk of the Council shall attest to and certify the vote adopting
this Resolution.
ADOPTED this day of July, 2015.
APPROVED AS TO FORM:
Sonia RrvallW, City Attorney
AYES:
NOES:
ABSTAIN:
NOT PRESENT:
Councilmembers
Councilmembers
Councilmembers
Councilmembers
Miguel A. Pulido
Mayor
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Resolution No. 2015 -
Page 5 of 8
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, MARIA D. MUIZAR, Clerk of the Council, do hereby attest to and certify the attached
Resolution No. 2015 -XXX to be the original resolution adopted by the City Council of the
City of Santa Ana on
Date:
Clerk of the Council
City of Santa Ana
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Resolution No. 2015 -
Page 6 of 8
EXHIBIT A
Description of the Improvements
Reconstruction of street pavement, construction of curb ramps, repair of driveway approaches,
sidewalks, curbs, & gutters, adjustment of surface utility frames & covers, and installation of
pavement markings.
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WL
1 !9
MAP OF PROPOSED BOUNDARIES OF
ASSESSMENT DISTRICT 2015-01
1 EXHIBrr B
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CONSULTANT AGREEMENT
THIS AGREEMENT is made and entered into this 7`h day of July, 2015, by and between Fieldman,
Rolapp Financial Services, LLC, a California Limited Liability Company (hereinafter "Consultant "), and
the City of Santa Ana, a charter city and municipal corporation organized and existing under the
Constitution and laws of the State of California (hereinafter "City ").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
assessment district financial advisory services.
Consultant represents that Consultant is able and willing to provide such services to the City.
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:
SCOPE OF SERVICES
Consultant shall perform those services as set forth in Exhibit A to this Agreement.
2. COMPENSATION
City agrees to pay, and Consultant agrees to accept as total payment for its services, the
rates and charges identified in Exhibit B. The total sum to be expended under this
Agreement shall not exceed $36,000.00 during the term of this Agreement.
b. Payment by City shall be made within forty -five (45) days following receipt of proper
invoice evidencing work performed, subject to City 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 City.
lit-W0
This Agreement shall commence an the date first written above and terminate on December 31,
2016, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may
be extended for one one -year extension upon a writing executed by the City Manager and the City
Attorney.
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 City. This Agreement is not intended nor shall it be construed to
create an employer - employee relationship, a joint venture relationship, or to allow the City 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.
Ex1 N't A 7
5, OWNERSHIP OF MATERIALS
This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify,
reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any
tangible medium of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant
under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in
writing that City is granted a non - exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has
the legal right to license any and all Documents & Data. Consultant makes no such representation and
warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not
be limited in any way in its use of the Documents and Data at any time, provided that any such use not
within the purposes intended by this Agreement shall be at City's sole risk.
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 City, its officers, employees, agents, volunteers and
representatives 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, with $2,000,000 in the aggregate. Consultant shall supply City with a fully
executed additional insured endorsement in substantially the form attached hereto as
Exhibit C upon execution of this Agreement and shall be approved in form by the City
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, as applicable to Consultant's use of
automobiles.
C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700
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 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. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit of not
less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. 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.
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(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
(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 City.
If Consultant falls or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been
procured and is in force and paid for, the City shall have the right, at the City's election,
to forthwith terminate this Agreement. Such termination shall not affect 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 City for
any work performed prior to approval of insurance by the City.
INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, 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 death, and claims for property damage, which may arise from the negligent 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, to the extent that the injury, damages, just
compensation, restitution, judicial or equitable relief is caused by the negligence of the Consultant. 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. City may
make all reasonable decisions with respect to its representation in any legal proceeding. In no case will
Consultant be required to indemnify or hold harmless the City from injury, damages, just compensation,
restitution, judicial or equitable relief caused by negligence of the City.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States' letters
patent, trademark, or copyright infringement, including costs, contained in the work product or
documents provided by Consultant to the City pursuant to this Agreement.
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under
this Agreement. Consultant shall maintain complete and accurate records with respect to the costs
Incurred under this Agreement and any services, expenditures, and disbursements charged to the City
for a minimum period of three (3) years, or for any longer period required by law, from the date of final
payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of
such records and any other documents created pursuant to this Agreement during regular business
hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related
to this Agreement for a period of three (3) years from the date of final payment to Consultant under this
Agreement.
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10. CONFIDENTIALITY
If Consultant receives from the City 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 performance 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 City.
11. 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 performance of services specified under this
Agreement.
12. NOTICE
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 fax or other telegraphic communication in the manner
provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M -30)
P.O. Box 1988
Santa Ana, CA 92702 -1988
Fax 714- 647 -6956
With courtesy copies to:
Executive Director — Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M -21)
P.O. Box 1988
Santa Ana, California 92702
Fax 714• - 64.7 -5622
-1 me
City Attorney
City of Santa Ana
20 Civic Center Plaza (M -29)
P.O. Box 1988
Santa Ana, California 92702
Fax 714- 647 -6515
12A -20
To Consultant: James V. Fabian
Principal
Fieldman, Rolapp & Associates
19900 MacArthur Boulevard, Suite 1100
Irvine, CA 92612
949- 660 -7300
A party may change its address by giving notice in writing to the other party. Thereafter, any
communication shall be addressed and transmitted to the new address. If sent by mail, 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 fax, 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.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City 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 City 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, the
terms and conditions hereof, shall not bind or obligate Consultant or the City. 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,
14. 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 City and any such assignment, transfer, delegation or subcontract without the City's prior
written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit
the City's ability to have any of the services which are the subject to this Agreement performed by City
personnel or by other consultants retained by City.
15, TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination,
subject to the following conditions:
As a condition of such payment, the Executive Director may require Consultant to deliver
to the City all work product completed as of such date, and in such case such work
product shall be the property of the City unless prohibited by law, and Consultant
consents to the City's use thereof for such purposes as the City deems appropriate.
Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
12A -21
16. 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.
17. 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.
18. 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 City immediately and in writing of its
inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability
shall be cause for termination of this Agreement.
19. 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 City fully, including reasonable costs and attorney's fees, for any
injuries or damages to City 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.
12A -22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA
City Aft
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• 1, ..►0.._5 •: s".•
FRED MOUSAVIPOUR
Executive Director — PWA
CITY OF SANTA ANA
DAVID CAVAZOS
City Manager
FIELDMAN, ROLAPP & ASSOCIATES
J ES V. FABIAN
Principal
Tax ID#
12A -23
EXHIBIT A
SCOPE OF SERVICES
12A -24
tC AS10CIATES
Nov j.,V No aNb,CNaf,da fryr exrAeriiirG:.
June 22, 2015
Mr. Kenny Nguyen
Senior Civil Engineer
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
Re: Financial Advisory Services for Proposed Assessment District
Dear Mr. Nguyen,
Pursuant to your request, Fieldman, Rolapp & Associates is pleased to submit this Letter Agreement (the
"Agreement ") to the City of Santa Ana (the "City ") describing our proposed scope of services to be
performed in conjunction with the planning and financing of the proposed improvements for the City's
proposed Assessment District which relates to the rehabbing of streets for a commercial / industrial area
known as Warner Industrial Park (the "Project "), It is our understanding that special assessment
improvement bonds will be sold pursuant to the Municipal Improvement Act of 1915 (the "Bonds ").
As you may be aware, Fieldman, Rolapp & Associates is an independent financial advisory
services firm, and is a SEC - registered Municipal Advisor. We proposed to provide the following
services in connection with advising the City on the Project and the Bonds:
Phase I Services: District Formation
1. Assist in Developing Cost Estimate in Preliminary Engineer's Report
We will confer with City staff, bond counsel, consulting engineers and other consultants for the
purpose of making a preliminary survey of the Project and to assist in the formulation of a
coordinated plan to finance the Project. We will assist in review and developing of the financing
aspects (e.g. bond cost estimates, interest rates, etc) of the Preliminary Engineer's Report. (Note:
we do not handle the legal or any other matters related to the Preliminary Engineer's Report,
including the methodology for allocating the costs / benefits to properties.)
II. Develop District Formation and Financing Schedule
We will develop a schedule which will include all steps necessary to form the proposed District
and, assuming a favorable approval of property owners, the steps and timeline to issue the Bonds.
During the formation and financing process, we will act as the City's project manager to
coordinate any necessary conference calls, document review meetings, and other related actions
to ensure Clio City's desired project schedule is met and all consultant activities are coordinated.
19900 Maduthurr Blvd., Suite 1100 • llviw, CA 92612 + phnne: 949.660.7300 - U: 949.474.8773 • wmv.fieldrnsac.rn
00116029.DOC / MA Proioct, No. 08146
12A -25
Financial Advisory Services for Assessment District
City of Santa Ana
Page 2
III. Attendance at Public Meetings /Owner Workshops
We will attend meetings concerning the Project when deemed necessary and, in addition, be
available to meet with the affected property owner(s) to explain the process, costs, and tuning of
any proposed bond issue.
I.V. Procure Additional Services Required
We will be develop requests for proposals or make recommendations for other consultants and
services the City may need to accomplish the District formation and financing, including bond
counsel, bond underwriter, disclosure counsel, bond trustee, printing services, or any other
services as needed.
V. Attendance at City Council Meetings and Public Hearing
We will attend all City Council meetings
presentations to the extent deemed necessary.
as may be requested.
PHASE II Services: Bond Financing
as requested and shall participate in any related
We will review and comment on any staff reports
Phase II services will commence upon the District being approved by the City Council following the
Public FIearing. Phase I services shall be deemed completed upon commencement of Phase II services.
Bond Structuring
We will furnish the City with information concerning cuizent municipal bond market conditions
and make recommendation as to the technical details of the financing, including bond issue
maturity schedules, term and repayment structure, bond covenants, early redemption features, and
other details which will, in our opinion, make the proposed financing the most advantageous to
the City.
II. Bond Method of Sale / Bond Underwriter Selection
We will advise the City or the most advantageous method to sell the Bonds, assessing negotiated
public offering, private placement, or competitive sale options. We will advise or the selection of
bond underwriter and negotiate or competitively determine bond underwriting fees.
III. Transaction Management and Bond Sale
1. Review of Documents
We will review the financial aspects of all documents relating to the marketing of
the proposed Bonds including the final Engineer's Report, Bond Indenture,
Official Statement and Bond Purchase Agreement.
12A -26
Financial Advisory Services for Assessment District
City of Santa Ana
Page 3
2. Due Diligence Meeting
We will coordinate and participate in a due diligence meeting and assist the City
in the examination of all material fact's related to Assessment District property
and the repayment of the proposed bond issue.
Pricing
We will assist the City in negotiating the sale of the contemplated Bonds to the
underwriter selected by the City and make appropriate recommendations to the
City. These recommendations will include our recommendations regarding the
appropriate pricing for the bonds (discount and interest rates), underwriting
costs, accrued interest, and any other financial items,
ENGAGEMENT
We would propose to enter into an agreement or contract acceptable to the City based on the services
outlined above and the fees provided in Exhibit A to this agreement. If desired, we can provide the City
with our standard contract for review and signature or you can sign this letter and we can begin our Phase
I services. Thank you for the opportunity to advise the City on the Project!
Sincerely,
;�X�a 4L��
Runes V. Fabian
Principal
HELDMAN, ROLAPP & ASSOCIATES
ACCEPTANCE
Executed on behalf of the City of Santa Ana this day of 2015. .
By:
Title:
Date:
12A -27
EXHIBIT B
FEE SCHEDULE
12A -28
EXHIBIT A
Financial Advisory Services for Assessment District
City of Santa Ana
Page 4
EXMBIT A
PEES AND EXPENSES
For Phase I, our fees will be based on our standard hourly rates as provided in the table below and the
time required, capped at an amount not -to- exceed $9,500. In the event the District is not confirmed after
the Public Hearing or the Project is otherwise discontinued by the City, the Phase I fees accrued to date
will be payable at such time, In the event the District is approved at the Public Hearing, any accrued fees
during Phase I will be applied towards a total fee of $36,000, due upon the closing of the District Bonds.
Therefore, in no event shall our fees exceed $9,500 for Phase I services or $36,000 in total.
Expenses will be billed in addition to the fees above. Our expenses will only include direct out of pocket
items, such as travel, conference calls, or other direct costs related to the District formation or bond
issuance. Expenses billed will be capped at $1,500.
SCHEDULE
Effective Jantimy 1,
Executive Officer
2010
$300 Per Hour
Principal
$290 Per Hour
Principal /Senior Vice President
$275 Per Hour
Vice President
$225 Per Hout
Assistant Vice President
$195 Per Hour
Seniot Associate
$150 Per Hour
Associate
$125 Per Hour
Analyst
$85 Pet Hour
Administrative Assistant
$65 Per Hour
Clerical
$35 Per Hour
12A -29
EXHIBIT C
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 City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; 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
City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701.
(Completion of the following, including countersignature, is required to make this endorsement effective.)
Effective
Policy # _
Issued to
Named
Countersigned by
this endorsement form as a part of
Authorized Representative
12A -30