HomeMy WebLinkAboutItem No. 03 2nd Amend to PSA Urban Futures, Inc.Text File
City of Lake Elsinore 130 South Main Street
Lake Elsinore, CA 92530
www.lake-elsinore.org
File Number: ID# 17-428
Agenda Date: 11/28/2017 Status: Consent AgendaVersion: 1
File Type: AgreementIn Control: City Council / Successor Agency
Agenda Number: 3)
Page 1 City of Lake Elsinore Printed on 11/21/2017
REPORT TO CITY COUNCIL
To:Honorable Mayor and Members of the City Council
From:Grant Yates, City Manager
Prepared by: Jason Simpson, Assistant City Manager
Date:November 28, 2017
Subject: Second Amendment to the Professional Services Agreements (PSA) with
Urban Futures, Inc.
Recommendation
Approve and Authorize the City Manager to execute the Second Amendment in the amount of
$40,000 with Urban Futures, Inc. for Asset Management Work Plan Development, Economic
Development and Real Estate Advisory Services, in final form as approved by the City Attorney.
Background
On October 1, 2014, the City entered into an Agreement with Urban Futures, Inc., to provide
Economic Development and Real Estate Advisory. On May 28, 2015, the City entered into an
Agreement with Urban Futures, Inc., to provide Asset Management Work Plan Development
Services.
Discussion
Staff is requesting the increase in contract amounts to continue consulting services regarding
the City’s infrastructure needs with private developers for affordable housing and commercial
development projects within the City. Urban Futures, Inc., has provided excellent services to the
City and continuity is important to complete the work.
Fiscal Impact
Funds for these services are programmed in the FY17-18 Operating Budget or CIP.
Exhibits
A Second Amendment
B First Amendment
C Original PSA
SECOND AMENDMENT TO AGREEMENT
BETWEEN THE CITY OF LAKE ELSINORE
AND URBAN FUTURES, INC.
FOR ASSET MANAGEMENT WORK PLAN DEVELOPMENT,
ECONOMIC DEVELOPMENT AND REAL ESTATE ADVISORY SERVICES
THIS SECOND AMENDMENT is made and entered into as of November 28, 2017,by
and between the City of Lake Elsinore (City) a municipal corporation, and Urban Futures, Inc.
(Consultant). In consideration of the mutual covenants and conditions set forth herein, the
parties agree as follows:
1. This Amendment is made with the respect to the following facts and purposes:
a. On May 28, 2015, the City and Consultant entered into that certain
agreement entitled “City of Lake Elsinore for Professional Services”, in the
amount of $29,250 (“Original Agreement”).
b. On May 23, 2017, the City and Consultant entered into a First Amendment
increasing the compensation an additional $25,000.
c. The parties now desire to increase the payment for services in the amount of
$40,000.
d. The Original Agreement, the First Amendment and this Second Amendment
are collectively referred to as the “Agreement”.
2.Section 3. Compensation of the Agreement is hereby amended to read as follows:
City hereby agrees to pay Consultant a sum not to exceed a total of $40,000 (forty
thousand dollars and no cents) for the Second Amendment and bringing the total
compensation amount under the Agreement to $94,250 (Ninety-four thousand two
hundred fifty dollars and no cents). City shall pay Consultant for services rendered
pursuant to this Agreement at the time and in the manner set forth herein. Any terms
in Exhibit A other than the payment rates and schedule of payment are null and void.
3. Except for the changes specifically set forth herein, all other terms and conditions of
the Agreement shall remain in full force and effect.
[Signatures on next page]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first
set forth above, which date shall be considered by the Parties to be the effective date of this
Agreement.
CITY OF LAKE ELSINORE CONSULTANT
__________________________________________________________________
Grant Yates, City Manager Michael Busch, Chief Executive Officer
Date: ___________________________Date: ________________________
Attest:
_________________________________
Susan M. Domen, MMC City Clerk
Date: ____________________________
Approved as to Form:
_________________________________
Barbara Leibold, City Attorney
Date: ___________________________
FIRST AMENDTITENT TO AGREEMENT
BETWEEN THE CITY OF LAKE ELSINORE
AND URBAN FUTURES, INC.
FOR ASSET MANAGEMENT WORK PLAN DEVELOPMENT SERVICES
THIS FIRST AMENDMENT is made and entered into as of May 23, 2O17 by and between
the City of Lake Elsinore ("City) a municipal corporation, and Urban Futures, lnc. ("Consultant").
ln consideration of the mutual covenants and conditions set forth herein, the parties agree as
follows:
1 . This Amendment is made with the respect to the following facts and purposes:
a. On May 28,2015 the City and Consultant entered into that certain
agreement entitled "City of Lake Elsinore for Professional Services", in the amount of $29,250.
b. The parties now desire to increase the payment for services in the amount
of $25,000 and amend the Agreement as set forth in this Amendment.
2. Section 3. Compensation of the Agreement is hereby amended to read
as follows:
City hereby agrees to pay Consultant a sum not to exceed a total of $25,000
(Twenty-Five Thousand Dollars and no cents) for the First Amendment and
bringing the total agreement amount to $54,250 (Fifty-Four Thousand Two
Hundred Fifty Dollars and no Cents). City shall pay Consultant for services
rendered pursuant to this Agreement at the time and in the manner set forth
herein. Any terms in Exhibit A other than the payment rates and schedule of
payment are null and void.
3. Except for the changes specifically set forth herein, all other terms and conditions
of the Agreement shall remain in full force and effect.
lN WITNEgS WHEREOF, the Parties have executed this Agreement as of the day and year first
set forih above, which date shall be considered by the Parties to be the effective date of this
Agreement.
CITY OF LAKE ELSINORE k{,qla€47t1
Date; S.ttt'tf
Attest:
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Approved as to Form:
Date:
URBAN FUTURES I Incorporated
July 6, 2015
Ms. Virginia J. Bloom
City Clerk
City of Lake Elsinore
130 South Main Street
Lake Elsinore, CA 92530
Re: Signed Asset Management Contract
Dear Ms. Bloom:
RECEIVED
JUL 0 9 2015
CITY CLERK'S OFFICE
Enclosed it the city copy of the signed Asset Management Work Plan Agreement,
If you have any questions or need additional information, please contact Ms. Valerie Elliott at
(714) 283-9334.
Sincerely,
Michael P. Busch
President and CEO
URBAN FUTURES, INC.
MPB: ve
Enclosures
Crestview Corporate Center - 3111 N. Tustin Street, Suite 230, Orange, CA 92865-1753
Tel: (714) 283-9334 www.urbanfuturesinc.com Fax: (714) 283-5465
AGREEMENT FOR PROFESSIONAL SERVICES
BEWEEN URBAN FUTURES, INC. AND THE CITY OF LAKE ELSINORE
ASSET MANAGEMENT WORK PLAN DEVELOPMENT
This Agreement for Professional Services (the "Agreement") is made and entered into as
of May 28, 2015, by and between the City of Lake Elsinore, a municipal corporation ("City") and
Urban Futures, Inc. ("Consultant").
RECITALS
A. The City has determined that it requires professional services for the
Development of an asset management plan as identified in Exhibit A.
B. Consultant has submitted to City a proposal, dated May 26, 2015 attached hereto
as Exhibit A ("Consultant's Proposal") and incorporated herein, to provide professional services
to City pursuant to the terms of this Agreement.
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to perform the services described in this Agreement on the terms and conditions
described herein.
D. City desires to retain Consultant to perform the services as provided herein and
Consultant desires to provide such professional services as set forth in this Agreement.
AGREEMENT
1. Scope of Services. Consultant shall perform the services described in
Consultant's Proposal (Exhibit A). Consultant shall provide such services at the time, place, and
in the manner specified in Consultant's Proposal (Exhibit A), subject to the direction of the City
through its staff that it may provide from time to time.
2. Time of Performance.
a. Time of Essence. Time is of the essence in the performance of this
Agreement. The time for completion of the professional services to be performed by Consultant
is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently
the professional services contemplated pursuant to this Agreement according to the agreed
upon performance schedule in Consultant's Proposal (Exhibit A).
b. Performance Schedule. Consultant shall commence the services
pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all
services within the time period(s) established in the Consultant's Proposal (Exhibit A). When
requested by Consultant, extensions to the time period(s) specified may be approved in writing
by the City Manager.
UR Form Professional Services.docx Page 1
C. Term.
The term of this Agreement shall commence upon execution of this
Agreement and shall continue until the services and related work are completed in accordance
with the Consultant's Proposal (Exhibit A).
3. Compensation. Compensation to be paid to Consultant shall be in accordance
with the fees set forth in Consultants' Proposal (Exhibit A), which is attached hereto and
incorporated herein by reference. In no event shall Consultant's compensation exceed Twenty
Nine Thousand Two Hundred and Fifty Dollars and no Cents ($29,250.00 based on 130 hours
at $225 per hour) without additional written authorization from the City. Notwithstanding any
provision of Consultant's Proposal to the contrary, out of pocket expenses set forth in Exhibit A
shall be reimbursed at cost without an inflator or administrative charge. Payment by City under
this Agreement shall not be deemed a waiver of defects, even if such defects were known to the
City at the time of payment.
4. Method of Payment. Contractor shall promptly submit billings to the City
describing the services and related work performed during the preceding month to the extent
that such services and related work were performed. Contractor's bills shall be segregated by
project task, if applicable, such that the City receives a separate accounting for work done on
each individual task for which Contractor provides services. Contractor's bills shall include a
brief description of the services performed, the date the services were performed, the number of
hours spent and by whom, and a description of any reimbursable expenditures. City shall pay
Contractor no later than forty-five (45) days after receipt of the monthly invoice by City staff.
5. Reserved.
6. Suspension or Termination.
a. The City may at any time, for any reason, with or without cause, suspend
or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten
(10) days prior written notice. Upon receipt of such notice, the Consultant shall immediately
cease all work under this Agreement, unless the notice provides otherwise. If the City suspends
or terminates a portion of this Agreement such suspension or termination shall not make void or
invalidate the remainder of this Agreement.
b. In the event this Agreement is terminated pursuant to this Section, the
City shall pay to Consultant the actual value of the work performed up to the time of termination,
provided that the work performed is of value to the City. Upon termination of the Agreement
pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section
entitled "Method of Payment" herein.
7. Ownership of Documents. All plans, studies, documents and other writings
prepared by and for Consultant, its officers, employees and agents and subcontractors in the
course of implementing this Agreement, except working notepad internal documents, shall
become the property of the City upon payment to Consultant for such work, and the City shall
have the sole right to use such materials in its discretion without further compensation to
Consultant or to any other party. Consultant shall, at Consultant's expense, provide such
reports, plans, studies, documents and other writings to City upon written request. City
acknowledges that any use of such materials in a manner beyond the intended purpose as set
forth herein shall be at the sole risk of the City. City further agrees to defend, indemnify and
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hold harmless Consultant, its officers, officials, agents, employees and volunteers from any
claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including
any and all costs and expenses in connection therein), arising out of the City's use of such
materials in a manner beyond the intended purpose as set forth herein.
a. Licensing of Intellectual Property. This Agreement creates a
nonexclusive 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 that all subcontractors
agree in writing that City is granted a nonexclusive and perpetual license for any Documents &
Data the subcontractor prepares under this Agreement. Consultant represents and warrants
that Consultant has the legal right to license any and all Documents & Data. Consultant makes
no such representation and warranty in regard to Documents & Data which were prepared by
design professionals other than Consultant or provided to Consultant by the City. City shall not
be limited in any way in its use of the Documents & Data at any time, provided that any such
use not within the purposes intended by this Agreement shall be at City's sole risk.
b. Confidentiality. All ideas, memoranda, specifications, plans, procedures,
drawings, descriptions, computer program data, input record data, written information, and other
Documents & Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant. Such materials shall
not, without the prior written consent of City, be used by Consultant for any purposes other than
the performance of the services under this Agreement. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the services under this Agreement.
Nothing furnished to Consultant which is otherwise known to Consultant or is generally known,
or has become known, to the related industry shall be deemed confidential. Consultant shall not
use City's name or insignia, photographs relating to project for which Consultant's services are
rendered, or any publicity pertaining to the Consultant's services under this Agreement in any
magazine, trade paper, newspaper, television or radio production or other similar medium
without the prior written consent of City.
8. Consultant's Books and Records.
a. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges
for services, or expenditures and disbursements charged to 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
to this Agreement.
b. Consultant shall maintain all documents and records which demonstrate
performance under this Agreement for a minimum period of three (3) years, or for any longer
period required by law, from the date of termination or completion of this Agreement.
C. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Manager, City Attorney, City Auditor or a designated
representative of these officers. Copies of such documents shall be provided to the City for
inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually
Page 3
agreed upon, the records shall be available at Consultant's address indicated for receipt of
notices in this Agreement.
d. Where City has reason to believe that such records or documents may be
lost or discarded due to dissolution, disbandment or termination of Consultant's business, City
may, by written request by any of the above-named officers, require that custody of the records
be given to the City and that the records and documents be maintained in City Hall. Access to
such records and documents shall be granted to any party authorized by Consultant,
Consultant's representatives, or Consultant's successor -in -interest.
9. Independent Contractor. It is understood that Consultant, in the performance of
the work and services agreed to be performed, shall act as and be an independent contractor
and shall not act as an agent or employee of the City.
10. PERS Eligibility Indemnification. In the event that Consultant or any employee,
agent, or subcontractor of Consultant providing services under this Agreement claims or is
determined by a court of competent jurisdiction or the California Public Employees Retirement
System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant
shall indemnify, defend, and hold harmless City for the payment of any employee and/or
employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or
subcontractors, as well as for the payment of any penalties and interest on such contributions,
which would otherwise be the responsibility of City.
Notwithstanding any other federal, state and local laws, codes, ordinances and
regulations to the contrary, Consultant and any of its employees, agents, and subcontractors
providing service under this Agreement shall not qualify for or become entitled to, and hereby
agree to waive any claims to, any compensation, benefit, or any incident of employment by City,
including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to
any contribution to be paid by City for employer contribution and/or employee contributions for
PERS benefits.
11. Interests of Consultant. Consultant (including principals, associates and
professional employees) covenants and represents that it does not now have any investment or
interest in real property and shall not acquire any interest, direct or indirect, in the area covered
by this Agreement or any other source of income, interest in real property or investment which
would be affected in any manner or degree by the performance of Consultant's services
hereunder. Consultant further covenants and represents that in the performance of its duties
hereunder no person having any such interest shall perform any services under this Agreement.
Consultant is not a designated employee within the meaning of the Political Reform Act
because Consultant:
a. will conduct research and arrive at conclusions with respect to his/her
rendition of information, advice, recommendation or counsel independent of the control and
direction of the City or of any City official, other than normal agreement monitoring; and
b. possesses no authority with respect to any City decision beyond rendition
of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).)
12. Professional Ability of Consultant. City has relied upon the professional training
and ability of Consultant to perform the services hereunder as a material inducement to enter
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into this Agreement. Consultant shall therefore provide properly skilled professional and
technical personnel to perform all services under this Agreement. All work performed by
Consultant under this Agreement shall be in accordance with applicable legal requirements and
shall meet the standard of quality ordinarily to be expected of competent professionals in
Consultant's field of expertise.
13. Compliance with Laws. Consultant shall use the standard of care in its
profession to comply with all applicable federal, state and local laws, codes, ordinances and
regulations.
14. Licenses. Consultant represents and warrants to City that it has the licenses,
permits, qualifications, insurance and approvals of whatsoever nature which are legally required
of Consultant to practice its profession. Consultant represents and warrants to City that
Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the
term of this Agreement, any licenses, permits, insurance and approvals which are legally
required of Consultant to practice its profession. Consultant shall maintain a City of Lake
Elsinore business license.
15. Indemnity. Consultant shall indemnify, defend, and hold harmless the City and
its officials, officers, employees, agents, and volunteers from and against any and all losses,
liability, claims, suits, actions, damages, and causes of action arising out of any personal injury,
bodily injury, loss of life, or damage to property, or any violation of any federal, state, or
municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or
negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts
for which they could be held strictly liable, or by the quality or character of their work. The
foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to
property, or violation of law arises from the sole negligence or willful misconduct of the City or its
officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees,
subcontractor, or agents have contributed in no part to the injury, loss of life, damage to
property, or violation of law. It is understood that the duty of Consultant to indemnify and hold
harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code.
Acceptance by City of insurance certificates and endorsements required under this Agreement
does not relieve Consultant from liability under this indemnification and hold harmless clause.
This indemnification and hold harmless clause shall apply to any damages or claims for
damages whether or not such insurance policies shall have been determined to apply. By
execution of this Agreement, Consultant acknowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
16. Insurance Requirements.
a. Insurance. Consultant, at Consultant's own cost and expense, shall
procure and maintain, for the duration of the contract, unless modified by the City's Risk
Manager, the following insurance policies.
i. Workers' Compensation Coverage. Consultant shall maintain
Workers' Compensation Insurance and Employer's Liability Insurance for his/her
employees in accordance with the laws of the State of California. In addition, Consultant
shall require each subcontractor to similarly maintain Workers' Compensation Insurance
and Employer's Liability Insurance in accordance with the laws of the State of California
for all of the subcontractor's employees. Any notice of cancellation or non -renewal of all
Workers' Compensation policies must be received by the City at least thirty (30) days
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prior to such change. The insurer shall agree to waive all rights of subrogation against
City, its officers, agents, employees and volunteers for losses arising from work
performed by Consultant for City. In the event that Consultant is exempt from Worker's
Compensation Insurance and Employer's Liability Insurance for his/her employees in
accordance with the laws of the State of California, Consultant shall submit to the City a
Certificate of Exemption from Workers Compensation Insurance in a form approved by
the City Attorney.
ii. General Liability Coverage. Consultant shall maintain commercial
general liability insurance in an amount not less than one million dollars ($1,000,000) per
occurrence for bodily injury, personal injury and property damage. If a commercial
general liability insurance form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be performed
under this Agreement or the general aggregate limit shall be at least twice the required
occurrence limit. Required commercial general liability coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form CG
0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering
comprehensive General Liability and Insurance Services Office form number GL 0404
covering Broad Form Comprehensive General Liability. No endorsement may be
attached limiting the coverage.
iii. Automobile Liability Coverage. Consultant shall maintain
automobile liability insurance covering bodily injury and property damage for all activities
of the Consultant arising out of or in connection with the work to be performed under this
Agreement, including coverage for owned, hired and non -owned vehicles, in an amount
of not less than one million dollars ($1,000,000) combined single limit for each
occurrence. Automobile liability coverage must be at least as broad as Insurance
Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 ("any auto"). No
endorsement may be attached limiting the coverage.
iv. Professional Liability Coverage. Consultant shall maintain
professional errors and omissions liability insurance appropriate for Consultant's
profession for protection against claims alleging negligent acts, errors or omissions
which may arise from Consultant's services under this Agreement, whether such
services are provided by the Consultant or by its employees, subcontractors, or sub
consultants. The amount of this insurance shall not be less than one million dollars
($1,000,000) on a claims -made annual aggregate basis, or a combined single limit per
occurrence basis.
b. Endorsements. Each general liability and automobile liability insurance
policy shall be with insurers possessing a Best's rating of no less than A:VII and shall be
endorsed with the following specific language:
i. The City, its elected or appointed officers, officials, employees,
agents and volunteers are to be covered as additional insured with respect to liability
arising out of work performed by or on behalf of the Consultant, including materials,
parts or equipment furnished in connection with such work or operations.
ii. This policy shall be considered primary insurance as respects the
City, its elected or appointed officers, officials, employees, agents and volunteers.
Page 6
Any insurance maintained by the City, including any self-insured retention the City may
have, shall be considered excess insurance only and shall not contribute with it.
iii. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with respect to the limits of
liability of the insuring company.
iv. The insurer waives all rights of subrogation against the City, its
elected or appointed officers, officials, employees or agents.
V. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, its elected or appointed officers, officials,
employees, agents or volunteers.
vi. The insurance provided by this Policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits except after thirty (30) days written
notice has been received by the City.
C. Deductibles and Self -Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City. At the City's option, Consultant shall
demonstrate financial capability for payment of such deductibles or self-insured retentions.
d. Certificates of Insurance. Consultant shall provide certificates of
insurance with original endorsements to City as evidence of the insurance coverage required
herein. Certificates of such insurance shall be filed with the City on or before commencement of
performance of this Agreement. Current certification of insurance shall be kept on file with the
City at all times during the term of this Agreement.
17. Notices. Any notice required to be given under this Agreement shall be in writing
and either served personally or sent prepaid, first class mail. Any such notice shall be
addressed to the other party at the address set forth below. Notice shall be deemed
communicated within 48 hours from the time of mailing if mailed as provided in this section.
If to City: City of Lake Elsinore
Attn: City Manager
130 South Main Street
Lake Elsinore, CA 92530
With a copy to: City of Lake Elsinore
Attn: City Clerk
130 South Main Street
Lake Elsinore, CA 92530
If to Consultant: Urban Futures, Inc.
Attn: Michael P. Busch
Crestview Corporate Center
3111 North Tustin Street, Suite 230
Orange, CA 92865
Telephone: (714) 283-9334
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18. Entire Agreement. This Agreement constitutes the complete and exclusive
statement of Agreement between the City and Consultant. All prior written and oral
communications, including correspondence, drafts, memoranda, and representations, are
superseded in total by this Agreement.
19. Amendments. This Agreement may be modified or amended only by a written
document executed by both Consultant and City and approved as to form by the City Attorney.
20. Assignment and Subcontracting. The parties recognize that a substantial
inducement to City for entering into this Agreement is the professional reputation, experience
and competence of Consultant and the subcontractors listed in Exhibit B. Consultant shall be
fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or
all rights, duties or obligations of the Consultant under this Agreement will be permitted only with
the express consent of the City. Consultant shall not subcontract any portion of the work to be
performed under this Agreement except as provided in Exhibit B without the written
authorization of the City. If City consents to such subcontract, Consultant shall be fully
responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement
shall create any contractual relationship between City and any subcontractor nor shall it create
any obligation on the part of the City to pay or to see to the payment of any monies due to any
such subcontractor other than as otherwise is required by law.
21. Waiver. Waiver of a breach or default under this Agreement shall not constitute
a continuing waiver of a subsequent breach of the same or any other provision under this
Agreement.
22. Severability. If any term or portion of this Agreement is held to be invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
23. Controlling Law Venue. This Agreement and all matters relating to it shall be
governed by the laws of the State of California and any action brought relating to this
Agreement shall be held exclusively in a state court in the County of Riverside.
24. Litigation Expenses and Attorneys' Fees. If either party to this Agreement
commences any legal action against the other party arising out of this Agreement, the prevailing
party shall be entitled to recover its reasonable litigation expenses, including court costs, expert
witness fees, discovery expenses, and attorneys' fees.
25. Mediation. The parties agree to make a good faith attempt to resolve any
disputes arising out of this Agreement through mediation prior to commencing litigation. The
parties shall mutually agree upon the mediator and share the costs of mediation equally. If the
parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its
successor in interest. JAMS shall provide the parties with the names of five qualified mediators.
Each party shall have the option to strike two of the five mediators selected by JAMS and
thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after
mediation, either party may commence litigation.
26. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
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27. Authority to Enter Agreement. Consultant has all requisite power and authority to
conduct its business and to execute, deliver, and perform the Agreement. Each party warrants
that the individuals who have signed this Agreement have the legal power, right, and authority to
make this Agreement and to bind each respective party. The City Manager is authorized to
enter into an amendment or otherwise take action on behalf of the City to make the following
modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non -
monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement.
28. Prohibited Interests. Consultant maintains and warrants that it has not employed
nor retained any company or person, other than a bona fide employee working solely for
Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid
nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other
consideration contingent upon or resulting from the award or making of this Agreement. For
breach or violation of this warranty, City shall have the right to rescind this Agreement without
liability. For the term of this Agreement, no member, officer or employee of City, during the term
of his or her service with City, shall have any direct interest in this Agreement, or obtain any
present or anticipated material benefit arising therefrom.
29. Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex or age. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff
or termination.
30. Prevailing Wages. Consultant is aware of the requirements of California Labor
Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title
8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing
wage rates and the performance of other requirements on "public works" and "maintenance"
projects. Consultant agrees to fully comply with all applicable federal and state labor laws
(including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties
that, in connection with the Work or Services provided pursuant to this Agreement, Consultant
shall bear all risks of payment or non-payment of prevailing wages under California law, and
Consultant hereby agrees to defend, indemnify, and hold the City, and its officials, officers,
employees, agents, and volunteers, free and harmless from any claim or liability arising out of
any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity
shall survive termination of this Agreement.
31. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
Page 9
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the date first written above.
"CITY" "CONSULTANT"
CITY OF LAKE ELSINORE, a municipal Urban Futures, Inc.
corporation
S
Grant es, Ci Manager Michael P. Busch, President & CEO
Attachments: Exhibit A — Consultant's Proposal
r
Page 10
EXHIBIT A
CONSULTANT'S PROPOSAL
[ATTACHED]
City of i
& Lake Elsinore
Successor Agency
Proposal to
Provide Economic Development/
Property Asset Management Services
Prepared by:
® URBAN FUTURES I Incorporated
URBAN FUTURES 1 �1: porated
May 26, 2015
Grant Yates
City Manager
City of Lake Elsinore
130 South Main Street
Lake Elsinore, California 92530
Dear Mr. Yates,
Thank you for the opportunity to provide this proposal to provide economic development / property
asset management services to the City of Lake Elsinore and the Lake Elsinore Successor Agency as part
of the City's economic development program and in an effort to meet the Agency's ABx 126 obligations.
The services will involve analyzing City and Agency held property assets, agreements, leases, and
disposition opportunities for the City and Successor Agency, while also identifying opportunities to
implement alternatives necessary to meet the City's economic development goals and objectives
through creative leveraging of restricted affordable housing assets and by fostering win-win
development opportunities on strategically significant private owned real property.
It would be a pleasure to assist the City and Successor Agency with these important initiatives. UFI
is uniquely qualified to provide such services and is quite interested in doing so.
ABOUT URBAN FUTURES, INC.
UFI's Public Land Use Specialist (PLUS) Group specializes in helping local government leaders. UFI
has worked with municipal management and redevelopment professionals to implement economic
development projects, provided real estate pro -forma analysis and land economic services, review
resources to ensure effective property asset management, institute performance management
techniques, and perform rigorous property disposition analysis to help bring economic
development goals to fruition. Our firm is comprised of former city managers, redevelopment and
public finance experts, real estate executives and other professionals providing expertise in
specialty areas such as real estate economics and property management. Our team of professionals
assigned to this assignment has provided similar services to a number of local governments, large
financial institutions and private developers throughout California and UFI is confident that our
experience will ensure that your organization receives a high quality and useful work product.
Our assignments demonstrate a well-established track record of helping public sector organizations
and we are excited to bring our extensive experience and first-hand knowledge of economic
development through leveraging public assets to this project. UFI is distinguished by the fact that
each team engaged is led and staffed by associates who have actual experience in economic
development through public asset management and in working together as a team. The work we
do is not an academic exercise — it is grounded in the real world of customer service and
accomplishment in the public sector. UFI is unique in that regard!
Crestview Corporate Center ■ 3111 North Tustin Street, Suite 230 ■ Orange, CA 92865
Telephone: (714) 283-9334 0 http://www.urbanfuturesinc.com 0 Fax: (714) 283-9319
City of Lake Elsinore Successor Agency
Asset Management Services
UNDERSTANDING OF THE ENGAGEMENT
As of February 1, 2012, redevelopment agencies were dissolved pursuant to State legislation under ABx
1 26. In its place, affected city and county redevelopment agencies were replaced with Successor
Agencies responsible for the wind down of redevelopment activities; including the disposition of real
property assets. The disposition is to be done expeditiously and in a manner aimed at maximizing value.
Proceeds for the asset sales and related funds that are no longer needed for approved development
projects or to otherwise wind down the RDA, as determined by the Oversight Board, shall be transferred
to the county auditor controller for distribution as property tax proceeds under Section 34188.
The City also holds real property assets within the East Lake Specific Plan Area, La Laguna Resort and
Campground and affordable housing funds which are important components to the City's economic
development objectives.
Given the needs of the City and the Successor Agency to meet its financial obligations, the disposition of
assets necessary to meet the City's short and long-term economic development goals has become a
priority. The City and Successor Agency hold significant real property assets valued in the millions of
dollars. Currently, City and Successor Agency owned property is off the tax rolls, which results in zero
property tax collected on those properties. Additionally, with the current constraints in the economy
and difficulty in obtaining capital financing many of these properties sit idle or underutilized.
UFI is prepared to provide the highest level of services to the City and Successor Agency to facilitate
economic development activities.
This proposal has been created to facilitate the preparation of an Asset Management Work Plan to meet
the following objectives:
• Meet the real property disposition requirements of ABx 1 26 and AB 1484 while providing the
Successor Agency the maximum flexibility to implement its short and long-term economic
development goals in compliance of the Long Range Property Management Plan
• To ascertain the highest and best use for each City and Successor Agency owned property asset
• To prepare a strategy for the disposition and development of strategically important real
property assets, publically and privately owned, consistent with the City's current economic
development objectives
• To ensure properties acquired for public use remain with the appropriate taxing agency
• To facilitate opportunities with local real estate brokers and success oriented developers for the
sale and development of property assets, while providing independent real estate advisory
services to the City and Successor Agency necessary to maintain the highest value of the
property
• To provide the City and Successor Agency with high level independent advisory services as
expected by the City Council and Oversight Board
• Leverage New Market Tax Credits and Enhanced Infrastructure Financing Districts Opportunities
UFI
City of Lake Elsinore Successor Agency
Asset Management Services
OUR APPROACH
For each client, UFI customizes the proprietary methodology it has developed for property asset
management. For the City and Lake Elsinore and the Lake Elsinore Successor Agency, we propose an
approach that comprises four discrete, but interactive phases as described below:
Learning. UFI will begin this project with a careful learning stage during which our team will listen and
learn about the specific goals and objectives behind each asset acquisition by the City and former
RDA. Our team recognizes that the people responsible for executing internal processes are busy,
however, they are individuals best positioned to know council and community goals and objectives.
Through personal interviews with key personnel and a thorough review of both data and written
documentation, UFI will develop a clear understanding of these specific goals and objectives, and the
overall economic development mission of the City. This learning phase will allow us to fully understand
the operating constraints and impediments to success faced by the City and Successor Agency, in
addition to technical and operational aspects related to assets now owned by the Successor Agency.
Diagnosis. As our team listens and learns, as such we will focus on current economic development
opportunities as well as the future development goals established by City staff and its elected officials.
UFI professionals concentrate on how economic development opportunities are planned, managed and
executed. We will also examine and analyze each opportunity to understand how each opportunity
meets the City's economic development objectives goals and the degree to which performance
measures and performance standards existed and are being utilized.
Opportunity Identification. When the data gathering
and initial research activities are complete our team will
analyze all aspects current economic development goals
necessary to identify an asset management, disposition Learning
and strategic utilization of restricted affordable housing
funds and strategically important privately held real
property that will most appropriately meet the initial
goals and objectives while meeting the requirements of
ABx 126 for Successor Agency real property. Our team Action Diagnosis
will compare current economic development
opportunities with best practices in the industry to help
identify those areas of the asset management work plan
that have the highest potential for meeting economic
development goals within the City.
Opportunity
Identification .
Action. UFI has a strong bias for implementation. As
practitioners, we have an orientation to achieve results
and our work moves from sound analysis to concise, actionable recommendations. Our professionals
will provide the City and Successor Agency with an asset management work plan which will serve as a
detailed roadmap outlining how to implement the recommendations that we make to achieve the
economic development goals of the City while meeting the mandates of the Successor Agency.
UFI
City of Lake Elsinore Successor Agency
Asset Management Services
WORK PLAN
UFI will work collaboratively with the City's management team to conduct this high-level review of all
City and Successor Agency property assets. We will also identify all strategically important privately held
real property. Additionally, we will discuss objectives for leveraging restricted housing assets in an
effort to create synergy with the City's economic development goals. Through the course of our
analysis, we expect to learn about other economic development issues for which our team can and will
create recommendations for improvement.
The overall work plan that we are proposing first calls for the collection of data through a variety of
sources, including interviews, title reports, property asset inventory, and a review of various City and
Successor Agency documents and reports. Our team will then analyze that data, apply our expertise
about best practices to meet assignment objectives. UFI will review preliminary observations and
recommendations with management prior to finalizing our work, and will then conclude this assignment
with the preparation of a project report and implementation action plan. Throughout this process, team
members will meet regularly with management to provide updates on our progress.
Based on our extensive economic development and real estate experience and our understanding of the
City's desired outcomes, we propose a project consisting of six (6) discrete activities completed through
a 4 phased scope of work.
Activity 1: Start Project and Review Background Materials
UFI will begin by meeting with the City's management staff to discuss and refine the project scope and
agree on a work plan and schedule. In advance of this meeting, our team will prepare a draft work plan,
which will include specific tasks with milestones and dates. This initial meeting will form the basis of our
partnership throughout the project.
Prior to the first meeting, we will obtain information from the City's website and other publically
available resources and prepare a document request for items that are not available in the public
domain. Data that will be needed for this study includes, but is not limited to, the following:
■ Listing of Property Owned by the City
■ Copy of the Successor Agency's Long Range Property Management Plan
■ Identification of strategically important privately held real property identified as high priority for
development in support of the City's economic development goals and objectives
■ Verification of restricted housing assets
■ All Owner Participation Agreements (OPAs) and Development & Disposition Agreements (DDAs)
involving the City and Successor Agency
■ All real property lease agreements, option agreements and purchase agreements involving the
City and Successor Agency
■ Goals, project lists and work plans
■ Prior studies that may be relevant
During this meeting UFI will also discuss communication processes for each phase of the project. This
includes the dialogue between our team and the City / Successor Agency as well as communications
with City employees, the Oversight Board, and other stakeholders. We will collaborate with you about
how best to keep people informed throughout the project.
UFI
City of Lake Elsinore Successor Agency
Asset Management Services
Following the kick-off meeting with management, our team will revise the work plan as needed to
reflect what was learned during the initial meeting.
Activity 2: Conduct Interviews and Engage MAI Appraisers
Next, we will conduct interviews with the executive management, economic development, public works
staff, and other key managers. Hearing directly from the people who manage and implement the City's
economic development programs and projects is a critical early step in learning about the real property
assets.
During the interviews, our professionals will ask questions about strengths, weaknesses, opportunities
and threats (SWOT) currently influencing the City's economic development goals and objectives. The
team will seek opinions and information about goals and goal setting, performance accountability,
policies, procedures, processes, organizational functions and structure, and other specific elements
pertaining to development of real property assets of the City and Successor Agency. We will summarize
the results of these interviews, noting themes, specific ideas for improvement, and areas for future
analysis.
UFI will also interview local commercial real estate brokers, appraisers and other market professionals.
These conversations will be confidential, with comments being encouraged on a not -for -attribution
basis. This activity further broadens our knowledge of the current situation from a real estate
disposition perspective and helps to highlight areas for potential strategic planning as we draft the asset
management work plan.
Our team will work with the City's executive staff for this organizational review to select the employees
and market experts to be interviewed. Each interview will last between 30 and 45 minutes and we will
prepare a report documenting the general themes derived from our conversations with the employees
and the local market professionals.
If a real property asset sale is forthcoming, UFI will interview and recommend an MAI Appraiser for each
asset to be engaged to establish current value of the property. Our team will then make
recommendations so the City and Successor Agency can order an appraisal report for the asset. UFI
professionals will coordinate with and interact with appraisers during the analysis and report drafting
stage of each appraisal. We will then review each report for thoroughness and accuracy and
recommend acceptance or change requests as needed.
Activity 3: Prepare Comparable Sales, Conduct Benchmarking and Leveraging Opportunities
As part of the asset management work plan, UFI typically prepares comparable property sales ("comps")
and conducts benchmarking to compare the available asset for disposition, land swap or leveraging with
similar sized and situated properties. The purpose of benchmarking is to ascertain the highest and best
use of the property prior to determining the range of a disposition price. At the outset of a
benchmarking activity, our team works with management to identify appropriate comparables to be
included, as well as the specific factors that are being compared. We then obtain data from similar
properties, create tables with comparisons of the various factors being examined, analyze the data, and
summarize the results.
UFI
City of Lake Elsinore Successor Agency
Asset Management Services
Activity 4: Conduct Analysis
In this activity, we will review the data and documents that we obtain and identify those issues requiring
further review and analysis. UFI will also examine key legislative and administrative policies and
procedures in addition to reviewing any significant plans that have been used to guide economic
development programs. During our analysis, our team will ascertain the following as it relates to
economic development:
■ Identify potential property sites for immediate development opportunities
■ Identify joint venture opportunities with developers and private owners of real property
■ Develop affordable housing leveraging strategy
At the conclusion of this activity UFI will prepare an outline of our preliminary observations and
recommendations. We will then meet with City management to review these results and obtain
feedback.
Activity 5: Report Results
Reports prepared by UFI are rich with detail and provide specific recommendations supported by quality
analysis. We ensure that our observations and subsequent recommendations are organized in an easy
to understand format and presented in a practical and positive manner.
Following our meeting with the City to review our preliminary recommendations, UFI professionals will
prepare a draft project memorandum. We will then meet with City staff to review the draft work plan
and obtain feedback. Following that meeting, our team will make any necessary changes and submit a
final asset management work plan. In addition, UFI will summarize our findings in a PowerPoint
presentation to share the details of our report with the Council and/or Oversight Board, if desired.
Activity 6: Support Implementation
Once the final memorandum has been approved, UFI will prepare a draft Implementation Action Plan.
This document will provide a roadmap for the City and Successor Agency to implement the asset
management work plan. Key activities will be delineated and assigned so accountability is built into the
work plan from the very beginning. The implementation plan provides a management tool for assessing
progress toward executing economic development goals as well as the real property disposition
requirements of ABx 126 and AB 1484
DETAILED SCOPE OF WORK
Phase 1: Real Property Evaluation:
Collection of all necessary and relevant information regarding real property held by the City and Agency
as well as strategically important privately held property to be included in a Real Property Evaluation
Report within sixty (60) days of mutual execution of the contract, which will include findings and
recommendations regarding the following:
1. Site Inspection :
UFI
City of Lake Elsinore Successor Agency
Asset Management Services
a. Document (site photos) and verify the physical condition of the property. Color
photographs to include standing structures, unimproved property, on-site/off-site
improvements and any other relevant items that may affect the Property. Indicate
whether each site has had illegal dumping of any kind, its location and comment as to
the status of any dumping or potential risks or liabilities which could negatively impact
the City and Successor Agency.
b. Take note of any evidence of existing site services in place (e.g. temporary fences,
temporary power poles, etc.).
2. Determine the current status of entitlements, permits, agreements, and approvals governing
the Property, including the following:
a. Meet with relevant city personnel regarding the status of entitlements of the property
and obtain copies of the applicable zoning ordinances and other land use ordinances,
permits and approvals, including any applicable general plan, specific plan, master plan,
subdivision or tract/plat map, special assessment or facilities districts, conditional use
permits, building permits and certificates of occupancy.
b. Meet with the City's Engineering Department to determine current status of any on-site
or off-site improvement plans.
c. Analyze and summarize the current status of public and private land use restrictions,
permits and approvals applicable to the Property, including the status of approval of any
applicable subdivision or tract map, the status of satisfaction of conditions of approval
of any applicable map or other governmental approval or permit, the nature, status and
cost of any required onsite or offsite improvements and the nature, status and cost of
any unfunded fees or assessments.
d. Determine pending expirations or actions required to maintain entitlements or permits
as well as identify recommendations to mitigate future costs associated with the
entitlements or permits.
e. Obtain and review Development Agreements, Conditions of Approval or other
agreements to identify risks and obligations that impact the Property, ownership
obligations or negative influences to marketability.
f. With City's approval, apply for any necessary extensions on the underlying entitlements
or site improvement permits (only as directed by staff).
g. The findings and recommendations will be included in the report.
h. Provide recommendations & management strategies to the City and Successor Agency
regarding:
i. Mitigation of potential risks (while maximizing value of the Property throughout
the hold period).
UFI
City of Lake Elsinore Successor Agency
Asset Management Services
ii. Issues of concern, estimated costs and timeframe to complete. Manage those
tasks through completion at the direction of the City.
3. Community Facilities District/Special Tax Assessments
a. Review CFD /AD documents and property taxes to identify special tax assessments if
applicable.
b. If applicable, prepare an analysis including the financial impacts and holding period costs
associated with the special tax for improved and unimproved land. If applicable,
provide recommendations regarding potential CFD capacity or funding issues and
threats to the allocated public financing and the associated financial impacts to the
asset.
4. Determine outstanding surety bond balances and provide the status of Subdivision
Improvement Agreements and Bonds (expiration dates & outstanding balances).
a. Discussion of potential reduction.
b. Replacement/Assumption requirements.
c. Management strategy recommendation regarding the replacement or alternative
actions which would optimize the value of the Property.
5. California Department of Real Estate
a. Review the current status of the California Department of Real Estate ("DRE")
documentation and provide material findings to City and Successor Agency (if
applicable).
6. Research and compile all lease encumbrances, identify terms and expiration dates.
a. Review the current status of lease encumbrances and provide material findings to City
and Successor Agency.
7. Market Analysis
a. Prepare Broker Opinions of Value (BOV's) to determine the highest and best use of the
property and to determine the likely timing and value of a property sale given sales
comparables and/or pro forma analysis as appropriate.
b. Utilize BOV's and market research to recommend the disposition strategy that yields the
highest value for the Property (e.g. immediate sale "where -is, as -is", option sale, joint
venture, rolling takedowns, etc.)
c. Prepare specific market analysis and/or fiscal impact studies, where needed, to support
potential "highest and best uses" which could be justified in the current market
economy.
UFI
City of Lake Elsinore Successor Agency
Asset Management Services
Phase 2: Disposition Management
1. Interview and select the most highly qualified local Broker to market the property for City and
Successor Agency.
a. In conjunction with City and Successor Agency and Broker, develop and implement a
comprehensive strategy to maximize the total sale value of the Property subject to City
and Successor Agency goals and time constraints.
2. Develop an efficient and timely communication system for all Broker, Contractor and
City/Successor Agency team members including e-mail, fax and telephone.
3. Review marketing materials and due diligence items prepared by Broker.
a. Assist the City and Successor Agency in obtaining due diligence documents for the
Property using third party consultants engaged by Successor Agency.
b. Assist Broker to organize and disseminate due diligence documents.
c. Prepare "as is" and "as if" MAI appraisals valuations, as needed, and identify potential
"highest and best use" values.
4. Assist the City and Successor Agency to prepare and execute a comprehensive negotiating
strategy to maximize leverage and achieve the best possible transaction results subject to City
and Successor Agency's goals and time constraints.
5. Carefully track and analyze all offers and proposals.
a. Review analysis reports detailing and comparing offers prepared by Broker.
6. Recommend to the City and Successor Agency appropriate counterproposal terms and
conditions; prepare and deliver counterproposals.
7. Negotiate and otherwise assist the City and Successor Agency and its legal counsel with the
form and content of detailed purchase and sale agreements and other closing documents.
8. Assist and help administer the sale escrow, including escrow and title company interface.
9. Assist in all other activities required to successfully close the sale escrow(s).
10. Obtain City and Successor Agency approval of brokerage contracts for services, monitor
performance, answer all questions for the "owner -seller" relative to purchase/sale terms, and
present "reasonable and responsive" purchase offers to the City and Successor Agency
management for consideration by City Council and Successor Agency Board in closed session.
11. Assist in the preparation of purchase and sale agreements by the City Attorney's office or
contract real estate counsel retained by UFI.
12. Retain escrow services and manage documentation flow between the City and Successor
Agency and escrow for both seller and buyer.
UFI
City of Lake Elsinore Successor Agency
Asset Management Services
13. Ensure transfer of assets occur in a reasonable and timely manner in full compliance with
purchase and sale agreements/joint escrow instructions.
14. Ensure sale proceeds are properly transferred from escrow to seller's bank accounts.
Phase 3: Leveraging Affordable Housing Assets
1. Property exchanges with owners of strategically important privately held parcels
a. Exchange of residential land for commercial opportunities
2. Infrastructure and public facility improvements that support affordable housing facilities
a. Pedestrian and vehicular bridges
b. Pocket parks
3. Development assistance for significant projects which meet the City's economic development
goals and objectives
a. Satisfy DDA or OPA requirements
b. Inclusionary housing to support commercial/ retail development
c. Procurement of entitlements
Phase 4: Development of the La Laguna Resort and Campground
1. Pursuit of leveraged loan opportunities supported solely by resort and campground revenues
a. Certificates of Participation
b. Direct lending
c. New Market Tax Credits
2. State and Federal grant opportunities
a. Park and Open Space Grants
3. Joint development opportunities with public and private investors
a. Lake Elsinore Valley Water District
b. Non -Profit Foundations and Conversation Groups
PROJ ECT TEAM
Given the nature of this engagement, UFI proposes to assemble a project team based on the unique
needs of the City and Successor Agency. Michael Busch will provide overall direction, Don Lamm
will be the Managing Principal in charge, and Ken Lee will serve as project manager. Additional
support staff from UFI will also be utilized as necessary.
Michael Busch, President & CEO, joined UFI following a successful career in municipal government. He
has a unique background having served as a Planner, Finance Director, City Treasurer, Deputy City
Manager, and Assistant City Manager. In those roles, Mike has demonstrated experience in capital
improvement plan development, developer negotiations, development agreements, and capital project
UFI
City of Lake Elsinore Successor Agency
Asset Management Services
implementation. This professional background has given him extensive experience in strategic planning,
municipal finance, economic development / redevelopment, and project implementation, leading to the
issuance of over $200 million in tax-exempt debt offerings as well as implementation of several
redevelopment and infrastructure projects. Mike has a bachelor's degree in urban and regional
planning from California State Polytechnic University, Pomona, and a master's degree in public
administration (with an emphasis in finance and public works) from California State University, Long
Beach. He currently serves as an adjunct faculty member at the University of Southern California,
Graduate School of Policy, Planning, & Development.
Steve Dukett, Managing Principal, specializes in the planning and implementation of economic and
community development, affordable housing, asset management, public facility, public infrastructure
financing, grant programs and redevelopment agency wind -down services.
Mr. Dukett joined Urban Futures during 2007 after completing nearly 40 years of service to local
government, which included serving as Redevelopment Director with the Cities of Redlands, Upland,
Hesperia, Ontario, Lancaster and San Bernardino. He also held a variety of professional, management
and executive positions with the County of Los Angeles and its Community Development Commission.
During his term with Hesperia, he also served as Acting City Manager. While in the public sector, Mr.
Dukett managed a wide -variety of public and private development projects with combined values of
approximately $1 billion. He has also guided 14 redevelopment plan adoptions or amendments and is
particularly known for his deal making and deal closing skills. His background and skill -sets enables him
to provide clients with an uncommon level of practical insight with respect to best practices in local
government sponsored, initiated or assisted development. His background and expertise make him a
frequent and popular choice for seminars and lectures in professional and public forums.
Mr. Dukett is a graduate of California State University, Los Angeles. He is a former Chairman of the
Board of the California Association for Local Economic Development ("CALED") and former Chairman of
the Board of Regents of the California Academy for Economic Development. During April 2006 he was
selected as the 12th "Golden Bear", which is CALED's highest award for career achievement in local
economic development. In addition, he currently serves as a member of the La Verne Successor Agency
Oversight Board.
Kathleen Robles, Senior Project Manager, specializes in economic and community development, project
management, roadway design, solid waste management, regulatory compliance, brownfields
management, grant programs and redevelopment agency wind -down services.
Ms. Robles joined Urban Futures during 2012 after completing 25 years of service to local government,
which included serving in responsible management positions with the San Bernardino County Economic
Development Agency, the San Bernardino County Department of Economic and Community
Development, the San Bernardino County Public Works Department, the City of San Bernardino
Economic Development Agency, and the City of Yucaipa City Manager's office. While in the public
sector, Ms. Robles managed a wide -variety of public and private development projects. Ms. Robles has
been responsible for preparing housing compliance reports; analyzing Foreign Trade Zone designations
for private businesses; obtaining an USDA USFS $4.4M grant for the economic use of Bark Beetle wood;
the construction of the County's first groundwater treatment plant; the design and construction of the
City of Lake Elsinore Successor Agency
Asset Management Services
City of San Bernardino's theater square infrastructure project; successfully obtained the San Bernardino
Valley Enterprise Zone designation; and assisting in winding -down 10 former redevelopment agencies.
Ms. Robles holds a Bachelor of Science degree in Business Management and a Master of Arts degree in
Management with an emphasis in Human Resources, both from the University of Redlands. In addition
to belonging to the Alfred North Whitehead Leadership Society, Ms. Robles belongs to and/or has
belonged to ICSC, CALED, NBA, GWMA, Vice -President of CAEZ, and the Mountain Area Safety Task
Force.
Donald D. Lamm, AICP is Managing Partner of Diamond Star Associates, Inc. and Principal with Urban
Futures Inc. providing professional services to municipal governments. Don specializes in the areas of
economic development services, asset -real property management and disposition, real property
marketing and sale to developer -builders, contract negotiations, real estate feasibility and pro forma
analysis, urban planning, redevelopment, and is a licensed California Real Estate Broker. Previously, Don
was the City Manager of the City of Westminster and Executive Director of the Redevelopment Agency
for 2 years, Deputy City Manager and Executive Director of the Redevelopment Agency of the City of
Costa Mesa for 23 years, Community Development Director of Tustin and Cypress totaling 10 years, and
began his municipal government career in the City of Artesia as an Administrative Assistant prior to
becoming Assistant City Manager.
Don has a Master's Degree in Public Administration, is certified by the American Institute of Certified
Planners "AICP", a full Member of the Urban Land Institute "ULI", 2009 Statewide President of the
League of California Cities "Planning and Community Development Department", 2009 President of the
"Planning Directors Association of Orange County", Member- International Council of Shopping Centers
"ICSC", and 2011 Charter Member of the Association of California Cities, Orange County "ACCOC".
Ken Lee, has over seventeen years of economic and real estate development experience obtained by
working in both the public and private sectors. At the center of Mr. Lee's professional skillset is the
ability to seamlessly integrate both public and private sector perspectives when it comes to successful
outcomes in economic and real estate development.
In the private sector, Mr. Lee most recently worked at RSG, Inc., where he managed a multi-million
dollar portfolio of high-profile projects including diverse economic development strategies, financial and
real estate analyses, developer negotiations, and managed community marketing and branding
programs. He was also very active with public sector clients in helping to manage the dissolution of
redevelopment agencies and developing real estate strategies around former redevelopment assets.
In the public sector, Mr. Lee recently held the position of Assistant Executive Director with LAFCO. In
this role, Mr. Lee assessed and improved organizational systems and procedures, led complex projects
and programs oftentimes involving controversial political and financial issues.
Mr. Lee holds a Bachelor's of Science in Environmental Policy Analysis & Planning from the University of
California, Davis.
REFERENCES
UFI
City of Lake Elsinore Successor Agency
Asset Management Services
UFI has completed projects for hundreds of local government jurisdictions since our founding in 1972.
We are proud of our record of satisfied clients. Many of them, including those discussed in more detail
below, have contracted with us on more than one occasion. A complete list of firm references, staff,
and capabilities can be found on our website at http://www.urbanfuturesinc.com/.
HOURS, SCHEDULE, AND COST
UFI is unable to estimate the required hours for the first phase of the project. However, we believe an
initial budget of $29,250 based on 130 hours at $225 per hour is reasonable to complete Phase 1. At
this point we do not know the total number of City, Agency or strategically important privately held
parcels, however, we believe 2 hours per parcel is sufficient and UFI will work extremely efficiently to
provide the entire Scope of Services for each property. Disposition management services (Phase 2) are
proposed at the industry standard rate of 1% of the sales price and are to be paid at the closing of each
sale. We believe Phases 3 and 4, Leveraging Affordable Housing Assets and the Development of the La
Laguna Resort and Campground, should be funded as a "success fee" based on actual performance. We
are confident we can leverage affordable housing funds to meet the City's long term economic
development goals. The same holds true for the development of the La Laguna Resort and
Campground. As such, we propose a success fee based on 4% of the investment value (i.e., investment
value is defined as the amount of City or private activity funds allocated to the project) for both projects.
Additional value add services that are beyond the scope of work shall be agreed to by both parties via
written amendment to the contract with a specific scope of work at $225 per hour. These additional
services may include general plan amendments, zone changes, site plan development, crafting/revising
specific plans and fiscal impact analysis review.
CONCLUSION
We look forward to working with the City of Lake Elsinore and the Lake Elsinore Successor Agency.
Please feel free to contact me if you have any questions.
Best regards,
/% r
Michael P. Busch
President & CEO
UFI
Policy Number: Crate Entered:
' CERTIFICATE OF LIABILITY INSURANCE 10/7/2014
THIS CERTIFICATE IS ISSUED A$ A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON 7H1 CERTIFICATE1HOLDERxTHlS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGC AFFORDED BY THE POLICIES
BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER,
IMPOI,IANT: If the cetfificate holder Is an ADDITIONAL INSURED, the policy(ias} must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, curtain policies may require an andorsement. A statement on this Certificate does not confer right:; to the
eardflonte holder in lieu of such endorsoment a .
PRODUCER A
Mi.okasl GafEre Insurance Agency
_._._..._�. _ In�i'.._ _ _ ...._
495 R Coast Hwy, suite A PHONE rArc.No. n (949)494-7252 _...
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Laguna Beach, CA. 92652 AE p gs; nsurarxcalagun boaah9gmailYcam_
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3111 x TUSTIN
SUITE :230 .
ORANGE, Ch 92865
COVERAGES. INSURER F
OBRTIFICATE NUMfCiirR: REVISION NUM6ER.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOWiNDlCAT1 D. NOTVAttHAVE BEEN ISSUED TO THE INSURED NAMED AE3OVE FOR THE POLICY PERIOD
THSTANDiNG AN
i Y REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
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EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTTI ? 7 YN> bP aNSUIVtNGa I POLICY NUMBER
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A r EACH OCCURRENCE $3,000,000
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ATTK, CITY b1ANAQXR THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
150 SOUTH WAXH ST ACCORDANCE WITH THE POLICY PROVISIONS,
L,MM PLSINORM, CA 92530
AUTHORIZED REPR€SENTATNE -
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ACORD 26 (201D/06)01988-2010 ACORD CORPORATION. All rights reserved.
The ACORD name and logo aro registered marks of ACORD
Produced using Forms Boss Plus software, www.FormiBoss.com, Jmpm3SiV0 Publishing 800.200-1077
ACC>RV CERTIFICATE OF LIABILITY INSURANCE
DATE (MMOONYYY)
10/8/2014
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND TETE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in )leu of such endorsement(s),
PRODUCER
Gaston & Associates, Inc.
100 South Bedford Road
Suite t:e 110
Kisco NY 10549
NTA �
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PHONE,,,,,, (914)`,244-1055 FAX ,{91-)244-1059
a -MAIL .GJagr@gastonassoo.00m
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INSURED
Urban Futures, Inc.
31.11 North Tustin, Suite 230
10range a CA 92865
IN5URSR B
GENEPAL LIABILITY
INSURiRD:
INSURER e:
_
1 INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBER HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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2/29/2013
2/23/2014
UmttofLleblity; $1,040,000
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DaducL4zle $501004
DESCRIPTION OF OPERATIONS I LOCATIONS [VEHICLES (AnactrACORD tel, Additional Romaft Schedule, It mare "Ce Is required)
EVIDENCE OF COVERAGE
C
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City of Lake Elsinore
City Manager
130 South Maim Street
Lake Elsinore, C.A. 92530
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
Gaston Iv/Axl. �+r fl„?< y _...•..•
(171$88-2010 ACORD
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