Alex Vargas, Mayor
Katrina Manning, Mayor Pro Tem
Angie Reyes English, Councilmember
Alex Monteiro, Councilmember
L. David Patterson, Councilmember
Dayna S. Williams-Hunter,
City Clerk
Marie Poindexter-Hornback,
City Treasurer
CITY OF HAWTHORNE
CITY COUNCIL SUCCESSOR AGENCY SPECIAL MEETING
AGENDA FOR SEPTEMBER 24, 2024 6:00 PM
COUNCIL CHAMBER AT CITY HALL
4455 W. 126th STREET, HAWTHORNE, CALIFORNIA
MEETING INFORMATION
IF YOU ARE AN INDIVIDUAL WITH A DISABILITY AND NEED REASONABLE
ACCOMMODATION OR MODIFICATION PURSUANT TO THE AMERICANS WITH
DISABILITIES ACT (ADA) PLEASE CONTACT THE CITY CLERK DEPARTMENT AT [email protected] OR CALL (310) 349-2915 PRIOR TO THE MEETING FOR ASSISTANCE.
THE MEETING IS SHOWN LIVE ON CABLE CHANNEL 22, AND WILL BE REBROADCAST
AS PART OF THE REGULAR CITY COUNCIL, SUCCESSOR AGENCY, AND RELATED MEETINGS ACCORDING TO THE PUBLISHED CABLE SCHEDULE OF PROGRAMS. IT SHALL
ALSO BE BROADCAST LIVE AND BE MADE AVAILABLE THEREAFTER ON THE CITY OF HAWTHORNE'S WEBSITE:
https://www.cityofhawthorne.org/departments/community-services/hawthornecommunity-television/meeting-videos Or online on YouTube by searching for Hawthorne Community Television ______________________
THE AGENDA, STAFF REPORTS AND ATTACHMENTS ARE AVAILABLE ONLINE AT https://www.cityofhawthorne.org/departments/community-services/hawthornecommunity-television/meeting-videos AND THEN SELECTING THE DESIRED MEETING. MEMBERS OF THE PUBLIC MAY INSPECT (AT NO COST) AND/OR OBTAIN COPIES (UPON PAYMENT OF THE CITY’S
CURRENT COPYING FEE) OF ANY REGULAR SESSION ITEM BY CONTACTING THE CITY CLERK DEPARTMENT AT CITY HALL VIA TELEPHONE (310) 349-2915 OR EMAIL [email protected].
CALL TO ORDER
ROLL CALL
ORAL COMMUNICATIONS
ORAL COMMUNICATION INSTRUCTIONS
PURSUANT TO GOVERNMENT CODE SECTION 54954.3 THE PUBLIC SHOULD DIRECTLY ADDRESS THE LEGISLATIVE
BODY CONCERNING ITEMS THAT HAVE BEEN DESCRIBED IN THE NOTICE OF SPECIAL MEETING
RESOLUTIONS
1. RESOLUTION NO. 2024-02
A RESOLUTION OF THE Successor Agency to the Hawthorne Redevelopment Agency, Approving an Agreement between the Successor Agency and Harris & Associates to Provide the Successor Agency with Various Services Associated with the Successor Agency Administration, Successor Agency’s Tax Allocation Bonds and Community Facilities Districts (“CFDs”) and Bonds.
ADJOURNMENT
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF HAWTHORNE )
I, DIANA CUCALON, Deputy City Clerk for the City of Hawthorne, certify that a true and correct copy of the foregoing City Council Meeting Agenda was posted not less than 24 hours before the City Council Meeting to be held on Tuesday, September 24, 2024 . __________________________________
DIANA CUCALON, HAWTHORNE DEPUTY CITY CLERK
AGENDA ITEM NO. 1
CITY OF HAWTHORNE
City Council
AGENDA BILL
For the meeting of September 24, 2024
Originating Department: Finance
City Manager: __________
Vontray Norris
Dir. of Finance: ___________
Felice Lopez
SUBJECT:
RESOLUTION NO. 2024-02
A RESOLUTION OF THE SUCCESSOR AGENCY TO THE HAWTHORNE REDEVELOPMENT AGENCY,
APPROVING AN AGREEMENT BETWEEN THE SUCCESSOR AGENCY AND HARRIS &
ASSOCIATES TO PROVIDE THE SUCCESSOR AGENCY WITH VARIOUS SERVICES ASSOCIATED WITH THE SUCCESSOR AGENCY ADMINISTRATION, SUCCESSOR AGENCY’S TAX ALLOCATION BONDS AND COMMUNITY FACILITIES DISTRICTS (“CFDS”) AND BONDS.
RECOMMENDED MOTION:
Staff recommends that the Adoption of Resolution No. 2024-02, approving an Agreement between the Successor Agency and Harris & Associates to Provide the Successor Agency with Various Services Associated with the Successor Agency administration, Successor Agency’s Tax Allocation Bonds and Community Facilities Districts (“CFDs”) and Bonds.
DISCUSSION:
Staff is recommending that the Successor Agency enter into an agreement with Harris & Associates to provide various services. Specifically, Harris & Associates has proposed providing the following services to the Successor Agency:
1) Successor Agency Administrative Services to include Coordination and project management, Preparation of Annual Recognized Obligation Payment Schedule (“ROPS”), Prior Period Adjustment (“PPA”) Reporting and Proof of Payment, Attend Successor Agency and Oversight Board Meetings, Other Tasks as Directed by City Staff.
2) Community Facilities District (“CFD”) Management and annual administration for Hawthorne Community Redevelopment Agency CFD No. 1999-1; continuing disclosure, and additional reporting
3) Serve as the Special Fund Administrator for the Gateway Center Disposition and Development Agreement (“DDA”); and
4) Oversee the distribution of funds related to the Oceangate Owner Participation Agreement (“OPA”).
5) 2016 TARBS, continuing disclosure, and Other reporting requirements related to the CFDs; Harris & Associates is proposing a contract term of November 12, 2024 through June 30, 2030, to align the contract year more closely with the schedule for the scope of work while avoiding any gaps in service.
Harris & Associates proposes an annual fee of $83,200 to $147,500 per year for all services. The total contract amount would be of $514,100, for the five to six year term. The City’s General Fund will not be responsible for any of the costs associated with CFDs. All costs would be paid by Special Tax Revenues levied and collected within the CFDs as well the administrative cost allowance pursuant to Health & Safety Code Section 34171(b).
Health & Safety Code Section 34177(j)(3) requires proposals for arrangements for administrative and operations services provided by a city, county, or other entity to be submitted to the oversight board for its approval.
Staff recommends approval of Resolution No. 2024-02 approving the agreement between the Successor Agency and Harris & Associates and further authorizing the Executive Director to execute said agreement and any amendments thereto.
.
FISCAL IMPACT:
None to the General Fund. All costs would be paid by Special Tax revenues levied and collected within the CFDs.
NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):
1. Resolution No. 2024-02
2. Agreement between Successor Agency and Harris & Associates
3. Exhibit A: Proposal dated September 3, 2024
RESOLUTION NO. 2024-02
A RESOLUTION OF THE SUCCESSOR AGENCY TO THE
HAWTHORNE REDEVELOPMENT AGENCY APPROVING AN
AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE
HAWTHORNE REDEVELOPMENT AGENCY AND HARRIS &
ASSOCIATES TO PROVIDE SUCCESSOR AGENCY WITH VARIOUS
SERVICES ASSOCIATED WITH THE SUCCESSOR
ADMINISTRATION, SUCCESSOR AGENCY’S COMMUNITY
FACILITIES DISTRICTS (“CFDs”) AND BONDS
WHEREAS, the Hawthorne Redevelopment Agency (“Agency”) was established as a redevelopment agency that was previously organized and existing under the California Community Redevelopment Law, Health and Safety Code Section 33000, et seq. (“CRL”), and previously authorized to transact business and exercise powers of a redevelopment agency pursuant to action of the City Council of the City of Hawthorne (“City”);
WHEREAS, Assembly Bill x1 26, chaptered and effective on June 27, 2011, added Parts
1.8 and 1.85 to Division 24 of the California Health & Safety Code, which caused the dissolution of all redevelopment agencies and required the wind down of the affairs of former agencies, including as such laws were amended by Assembly Bill 1484, chaptered and effective on June 27, 2012, and Senate Bill 107, chaptered and effective on September 22, 2015 (together, the “Dissolution Law”); and
WHEREAS, as of February 1, 2012, the Agency was dissolved pursuant to the Dissolution Law, and as a separate public entity, corporate and politic, the City of Hawthorne (“City”) elected to serve as the Successor Agency to the Hawthorne Redevelopment Agency (“Successor Agency”) to administer the enforceable obligations of the former Agency and otherwise unwind the former Agency’s affairs, all subject to the review and approval by an oversight board (“Oversight Board”); and
WHEREAS, the Successor Agency desires to enter into a contract with Harris & Associates to provide various services associated with the successor agency’s community facilities districts and bonds as detailed in the proposal dated September 3, 2024, for a term beginning September 25, 2024 and ending June 30, 2030; and
WHEREAS, the Harris & Associates Successor Agency Consulting Contract is to be funded by the administrative cost allowance pursuant to Health & Safety Code Section 34171(b); and
WHEREAS, Health & Safety Code Section 34177(j)(3) requires proposals for arrangements for administrative and operations services provided by a city, county, or other entity to be submitted to the oversight board for its approval; and WHEREAS, Health & Safety Code Section 34177.3(b) states that successor agencies may create enforceable obligations to conduct the work of winding down the redevelopment agency, including acquiring necessary professional administrative services; and 2 WHEREAS, Successor Agency staff has reviewed and approved the proposed Harris & Associates Successor Agency Consulting Contract and recommends its approval.
NOW, THEREFORE, the Successor Agency to the Hawthorne Redevelopment Agency does hereby resolve as follows:
Section 1. The above recitals are true and correct and are a substantive part of this Resolution, incorporated herein by this reference.
Section 2. The Agency hereby approves the Harris & Associates Successor Agency Consulting Contract substantially in the form attached hereto and incorporated herein as Exhibit A and further authorizes the Executive Director to sign said agreement and any amendments thereto, with any minor, non-substantive changes to be made by Agency Counsel.
Section 3. The officers and staff of the Successor Agency are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable to effectuate this Resolution and any such actions previously taken by such officers and staff are hereby ratified and confirmed.
PASSED AND ADOPTED by the Successor Agency at a meeting held on the 24th day of September 2024.
________________________________
ALEX VARGAS,
CHAIR, SUCCESSOR AGENCY TO THE
HAWTHORNE REDEVELOPMENT AGENCY
ATTEST:
______________________________
DAYNA S. WILLIAMS-HUNTER
SECRETARY, SUCCESSOR AGENCY
APPROVED AS TO FORM:
________________________________
ROBERT M. KIM
LEGAL COUNSEL
EXHIBIT A
HARRIS & ASSOCIATES SUCCESSOR AGENCY CONSULTING CONTRACT
AGREEMENT BETWEEN THE CITY OF HAWTHORNE IN ITS ROLE AS
THE SUCCESSOR AGENCY AND HARRIS & ASSOCIATES FOR
VARIOUS SERVICES RELATED TO THE SUCCESSOR AGENCY
THIS AGREEMENT is made and effective as of September 25, 2024, between the City of Hawthorne in its role as the Successor Agency to the former Hawthorne Community Redevelopment Agency ("Successor Agency") and Harris & Associates ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:
1. TERM
This Agreement shall commence on September 25, 2024 for various services associated with the Successor Agency’s reporting requirements and tasks as specified and set forth in Exhibit A, attached hereto and incorporated herein. This agreement shall remain and continue in effect until tasks described herein are completed, but in no event later than June 30, 2030, unless sooner terminated pursuant to the provisions of this Agreement.
2. SERVICES
Consultant shall perform the tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full.
3. PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of its ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement.
4. CITY MANAGEMENT
The City Manager or the Finance Director shall represent Successor Agency in all matters pertaining to the administration of this Agreement, review and approval of all products submitted by Consultant, but not including the authority to enlarge the Tasks to Be Performed or change the compensation due to Consultant. The City Manager shall be authorized to act on Successor Agency's behalf and to execute all necessary documents, which enlarge the Tasks to Be Performed or change Consultant's compensation.
5. COMPENSATION
(a) The Successor Agency agrees to pay Consultant in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit A, attached hereto and incorporated herein by this reference as though set forth in full, based upon a time and materials. (b) Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement, which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing, by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time Successor Agency's written authorization is given to Consultant for the performance of said services.
(c) Consultant will submit invoices for actual services performed. Payment shall be made within fortyfive (45) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of Consultant's fees it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice.
6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE (a) The Successor Agency 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 said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the Successor Agency 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 Successor Agency 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 Successor Agency. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the Successor Agency. (c) Consultant may terminate this Agreement for cause if the Successor Agency fails to cure a material default in performance within a period of 30 days, or such longer period as Consultant may allow, after receipt from Consultant of a written termination notice specifying the default in performance. In the event of termination for cause by Consultant, the Successor Agency will pay Consultant for all services performed up to and including the effective date of termination.
7. DEFAULT OF CONSULTANT
(a) The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, Successor Agency shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's reasonable control, and without fault or negligence of the Consultant, it shall not be considered a default. (b) If the City Manager or his designee determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall cause to be served upon the Consultant a written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance.
In the event that the Consultant fails to cure its default within such period of time, the Successor Agency shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.
8. OWNERSHIP OF DOCUMENTS
(a) Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by Successor Agency that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of Successor Agency or its designees at reasonable times to such books and records; shall give Successor Agency the right to examine and audit said books and records; shall permit Successor Agency to make transcripts there from as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.
(b) Upon completion of, or in the event of termination or suspension of this Agreement, and provided that consultant has been paid in full for services rendered hereunder, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the Successor Agency and may be used, reused, or otherwise disposed of by the Successor Agency without the permission of the Consultant. Any reuse without written verification or adaptation by Consultant for the specific purpose intended will be at Successor Agency's sole risk and without liability or legal exposure to Consultant.
9. INDEMNIFICATION
When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, and hold harmless Successor Agency and any and all of its officials, employees ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including reasonable attorney's fees and costs to the extent same are caused by any negligent act, error or omission of Consultant, its officers, agents, employees or sub-consultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. With respect to the design of public improvements, the Consultant shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Consultant.
To the extent that the Consultant's services are subject to California Civil Code 2782.8, the above indemnity, including the cost to defense, shall be limited to the extent required by Civil Code Section 2782.8.
10. INSURANCE
(a) Consultant shall maintain in-force: Commercial General Liability and Professional Liability Insurance. During the term of this Agreement, Consultant shall maintain in full force and effect a policy of public liability insurance with minimum coverage of $2,000,000 in accordance with the requirements provided by Successor Agency to Consultant. Consultant shall also maintain inforce; Professional Liability Insurance (and/or Errors & Omissions Insurance) with minimum limits of liability of $2,000,000 per claim against an injury, death, loss or damages because of wrongful or negligent acts or omissions by the named insured.
(b) Contractor shall maintain in-force Workers' Compensation and Employer's Liability Insurance as required by the California Labor Code. Evidence of coverage shall take the form of a Certificate of Insurance or a California Certificate to Self-Insure. Acceptable minimum limits for this coverage are: Workers' Compensation; Statutory in California; Employer's Liability:
$1,000,000.
(c) Certificates of Insurance. Contractor shall furnish to Successor Agency evidence of any insurance required by this Agreement. A Certificate of Insurance from an insurer admitted or authorized to do business in the State of California will be provided, indicating that the respective policy(s) meets the following requirements: (1) The Successor Agency, its officers, employees, and agents shall be named as additional insured on the General Liability Insurance; (2) Insurance shall not be canceled or terminated without 30 days written notice to Successor Agency or 10 day notice for non-payment of the premium; (3) General Liability shall be primary and any insurance held by Successor Agency for its own protection shall be excess and shall be effective only upon exhaustion of Contractor's insurance; (4) Insurance shall be maintained for the duration of the Agreement, including any period extended beyond the expiration date of this Agreement required to complete performance as stipulated in this Agreement and all amendments thereto.
(d) To the extent permitted by law, Consultant's total aggregate liability arising out of or relating to this Agreement shall not exceed $2,000,000 or the total compensation received by Consultant under this Agreement, whichever is greater.
11. INDEPENDENT CONSULTANT
(a) Consultant is and shall at all times remain as to the Successor Agency a wholly independent Consultant. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither Successor Agency nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement.
Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the Successor Agency.
Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against Successor Agency, or bind Successor Agency in any manner. (b) No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, Successor Agency shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for Successor Agency. Successor Agency shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder.
12. LEGAL RESPONSIBILITIES
The Consultant shall keep itself informed of applicable State and Federal laws and regulations, which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations pursuant to sound professional practices. The Successor Agency, and its officers and employees, shall not be liable at law or in equity occasioned by negligent failure of the Consultant to comply with this Section.
13. UNDUE INFLUENCE
Consultant declares that no undue influence or pressure is used against or in concert with any officer or employee of the Successor Agency in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the Successor Agency will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the Successor Agency to any and all remedies at law or in equity.
14. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of Successor Agency, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Project during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any agreement or subagreement, or the proceeds thereof, for work to be performed in connection with the Project performed under this Agreement.
15. RELEASE OF INFORMATION/CONFLICTS OF INTEREST
(a) All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without Successor Agency 's prior written authorization. Consultant, its officers, employees, agents, or sub-consultants, shall not without written authorization from the City Manager or unless requested by the Successor Agency’s general counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement or relating to any project or property located within the Successor Agency.
Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives Successor Agency notice of such court order or subpoena. (b) Consultant shall promptly notify Successor Agency should Consultant, its officers, employees, agents, or sub- consultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any person or party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the Successor Agency. Successor Agency retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing, or similar proceeding. Consultant agrees to cooperate fully with Successor Agency and to provide the opportunity to review any response to discovery requests provided by Consultant. However, Successor Agency 's right to review any such response does not imply or mean the right by Successor Agency to control, direct, or rewrite said response.
16. NOTICES
The Parties shall submit in writing all notices and correspondence that this Agreement requires or permits, and shall deliver the notices and correspondence to the places set forth below. The parties may give notice by: (a) personal delivery; (b) U.S. mail, first class postage prepaid; (c) "Certified" U.S. mail, postage prepaid, return receipt requested; (d) facsimile or (e) email.
SUCCESSOR AGENCY: Vontray Norris, City Manager
4455 West 126th Street
Hawthorne, CA 90250
CONSULTANT: Harris & Associates
Hitta Mosesman, Vice President
101 Progress, Suite 250
Irvine, CA 92618
17. ASSIGNMENT
The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the Successor Agency. Because of the personal nature of the services to be rendered pursuant to this Agreement, only Consultant staff shall perform the services described in this Agreement.
18. LICENSES
At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement.
19. GOVERNING LAW
The Successor Agency and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall takeplace in the municipal, superior, or federal district court with jurisdiction over the City of Hawthorne.
20. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material.
21. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
SUCCESSOR AGENCY CONSULTANT
Vontray Norris, City Manager Hitta Mosesman, Vice President Hawthorne Successor Agency Harris & Associates
Approved as to Form:
Robert M. Kim, General Counsel
Hawthorne Successor Agency
EXHIBIT A
Harris & Associates Proposal for Affordable Housing Advisory Services, Dated October 13, 2023
101 Progress, Suite 250, Irvine, CA 92618 p: 949.655.3900 f: 866.785.0180 www.WeAreHarris.com September 3, 2024
Von Norris, City Manager
City of Hawthorne
4455 W. 126th Street
Hawthorne, CA 90250
PROPOSAL: SUCCESSOR AGENCY AND PUBLIC FINANCE SERVICES
Dear Mr. Norris:
We are pleased to present this proposal to the City of Hawthorne (“City”) in its role as the Successor Agency to the former Hawthorne Community Redevelopment Agency (“Successor Agency”). This proposal is for Harris & Associates (“Harris”) to provide various services to the Successor Agency. Harris has the expertise and experience to perform accurate analysis related to Successor Agency obligations, continuing disclosure, successor agency activities, and other financial services. The Harris team for this assignment represents decades of experience in public finance services.
Dima Galkin, Director, will serve as the Project Director for the work. Dima has more than 11 years of experience providing redevelopment/successor agency services, including fiscal consultant reports, continuing disclosure reports (including filing the reports on the Electronic Municipal Market Access (“EMMA”) website), CFD administration, and other compliance reporting experience. Hitta Mosesman, Vice President, will serve as the Principal-in-Charge for the work.
Hitta has more than 20 years of experience providing redevelopment/successor agency services.
Dima and Hitta have been providing services to the City for the previous 9 years and have a tremendous amount of knowledge, history, and experience with the specific project areas, reporting, unique characteristics, and outstanding issues related to the existing debt, redevelopment dissolution, and distribution of revenues.
Zaire Marin, Deputy Project Manager, will serve as Project Manager. He has four years of experience working in the municipal finance sector, providing consulting services to cities, counties, water agencies, and various local government service districts (e.g., recreation, healthcare, and school) throughout California. He has experience in municipal bond issuances, revenue scenario modeling for agencies seeking to institute new taxes, land annexations, fiscal impact analyses, and the administration and formation of special financing districts such as Community Facility Districts (“CFDs”) and Assessment Districts (“ADs"). Zaire holds a designation as an MSRB-registered Municipal Advisor Representative. Zaire will oversee all continuing disclosure activities.
This depth of expertise provides the Successor Agency with the assurance that all work will be consistently timely and accurate. The successful completion of this work will ensure proper winding down of the Successor Agency’s obligations and compliance with the Redevelopment Dissolution Law, as well as with SEC disclosure laws and regulations and MSRB rules.
The following outlines our proposed scope of services and estimated fee to provide these services, along with our firm qualifications and project experience. 2 of 10
SCOPE OF SERVICES
Harris has prepared the following scope of work for the services outlined below for a term of approximately five (5) years:
I. Successor Agency Services
Harris staff will assist the Successor Agency with a variety of reporting requirements and coordination with County and State agencies, including the following:
1. Coordination and Project Management
Harris will oversee and coordinate all aspects of the project, ensuring alignment, timely completion of deliverables, and efficient resource allocation. Harris will manage project timelines, monitor progress, and resolve any issues that arise, facilitate communication with the client, provide regular updates, and ensure that the project stays on track and within scope. Harris will implement best practices in project management to drive successful outcomes while adapting to any changes in project requirements or priorities.
2. Preparation of Annual Recognized Obligation Payment Schedule (“ROPS”) Harris staff will review the status of all existing obligations, including performing projections of revenue needed for tax reimbursements pursuant to development agreements. This information will be used to draft the annual ROPS. A draft and final version, as well as Successor Agency and 2nd District Oversight Board resolutions and staff reports, will be prepared by all applicable deadlines.
Harris staff will be listed on the California Department of Finance (“DOF”) website as a contact for the Successor Agency and will handle any DOF inquiries related to the ROPS. If City staff wishes to contest DOF decisions on ROPS approval, Harris staff will file a Meet and Confer with DOF and lead the Meet and Confer phone call. As needed, Harris will facilitate and lead communications with the Los Angeles County Oversight Board for items related to this service.
3. Prior Period Adjustment (“PPA”) Reporting and Proof of Payment Harris staff will coordinate with the Los Angeles County Auditor-Controller on the annual prior period adjustment process and will respond to the Auditor-Controller’s requests for proof of payment every six months or as otherwise requested. This work will include requesting trial balance data from the City Finance Department in order to document prior year expenditures, discussions with Auditor-Controller staff, creating tables with requested information and other activities related to the prior period adjustment process.
4. Attend Successor Agency and Oversight Board Meetings Harris staff will attend Successor Agency and County Oversight Board meetings to present the ROPS and other items as needed and directed by City staff. Harris will provide the Successor Agency and Oversight Board resolutions and staff reports. 3 of 10
5. Other Tasks as Directed by City Staff
Harris staff is available to complete other Successor Agency work as needed, including completing the cash balance reconciliation process that it has started.
Deliverables:
• One (1) Recognized Obligation Payment Schedule (“ROPS”) form, with corrections made if necessary. Annually, Harris will upload this form to the Redevelopment Agency Dissolution Application portal by the deadline of February 1. • One (1) Prior Period Adjustment form, with corrections made if necessary.Annually, Harris will upload this form to the Redevelopment Agency Dissolution Application portal by the deadline of October 1.
• One (1) Draft and one (1) Final Version of the Successor Agency resolution and staff report for the Successor Agency Council meeting to present the Recognized Obligation Payment Schedule, with corrections made if necessary.
• One (1) Draft and one (1) Final Version of the Oversight Board resolution and staff report for the Oversight Board meeting to present the Recognized Obligation Payment Schedule, with corrections made if necessary.
• If necessary, Harris will prepare an Amended ROPS for the Successor Agency, including Successor Agency and Oversight Board staff reports and resolutions. Depending on what other tasks Harris performs, the Amended ROPS and associated documents may require additional budget, to be communicated with Successor Agency staff prior to work being performed..
II. CFD 1999-1 Special Fund Administration
As of the date of this proposal, Harris is leading the Successor Agency through the process of early redemption of the 2010 Special Tax Refunding Bonds (“Bonds”), which are the bonds secured by CFD 1999-1. This early redemption is expected to be completed by the beginning of this proposal’s covered term. Harris recommended early redemption of the Bonds to facilitate interest-payment savings and administrative cost savings by mitigating administrative work that would have been associated with the remaining term of the Bond. Harris will monitor the availability of future savings opportunities for the City. With the Bonds repaid, the primary remaining obligation related to CFD 1999-1 will be the Agency Note. The Agency Note is the debt assumed by the Redevelopment Agency to incentivize private improvements to public infrastructure in the Gateway development.
Harris will continue to serve as the Special Fund Administrator for the remaining duration of the Agency Note. This includes the following:
• Coordination with the City and the Trustee for the accurate transfer of City revenues and payment of the Agency Note and other obligations.
• Quarterly reporting summarizing the transfers and payments. • Assisting the City in tracking the Agency Note balance. • Communication with the Agency Note holders to confirm agreement regarding the balance and payments on the Agency Note.
This task will terminate with the repayment of the Agency Note (not expected) or the forgiveness of the Agency Note per the terms of the Disposition and Development Agreement (“DDA”).
Forgiveness is expected on or around September 13, 2029. Repayment would only occur if 4 of 10
payments as described in the License Agreement are sufficient to repay the Agency’s Notes accrued interest and principal.
Deliverables:
• One (1) version of the quarterly report each quarter for the remaining duration of the Special Fund Administration task (a total of 4 annually). • One (1) version of payment instructions to the Trustee for annual payment of the Agency Note (a total of 1 annually).
III. Gateway Center Disposition and Development Agreement (DDA) Management
1. Calculate Rebate Payments
The 1999 Gateway Center DDA requires rebates of tax increment, sales tax, and transient occupancy tax revenues used for payment of debt service on the 2010 Special Tax Refunding Bonds and for repayment of the Agency Note. Harris will continue to calculate the amounts of these rebates. To do this, Harris will use Los Angeles County Assessor data to identify assessed values for the calculation of the tax increment rebate and will request data from the various DDA businesses to verify sales tax and transient occupancy tax revenues. Harris will keep its model updated quarterly to account for all revenues and to meet all distribution deadlines.
2. Provide Reports to Finance Director
Using established templates, Harris staff will provide reports to the Finance Director regarding payments due. The reports will identify the payee and the source of funds (i.e., sales tax, tax increment, or transient occupancy taxes). Any payments due from the Successor Agency will be projected and included on the annual ROPS.
Deliverables:
• One (1) version of quarterly sales tax and transient occupancy tax rebate payment calculations and instructions for transfers of funds (a total of 4 annually). • One (1) version of tax increment rebate payment calculations and instructions for transfers of funds (a total of 1 annually).
•
Note: This task will terminate with the termination of the DDA on or around November 1, 2029.
IV. Oceangate OPA Management
1. Calculate Rebate Payments
The remaining obligation under the Oceangate Owner Participation Agreement (“OPA”) is the Parcel 1 sales tax and tax increment rebates. Harris will continue to calculate the amounts of these rebates. To do this, Harris will use Los Angeles County Assessor data to identify assessed values for the calculation of the tax increment rebate and will request data from the property owner to verify sales tax revenues. Harris will keep its model updated quarterly to account for sales tax revenues and to meet all distribution deadlines.
2. Provide Reports to Finance Director
Using established templates, Harris staff will provide reports to the Finance Director regarding payments due. The reports will identify the payee and the source of funds (i.e., sales tax or tax 5 of 10
increment). Any payments due from the Successor Agency will be projected and included on the annual ROPS.
Deliverables:
• One (1) version of the tax increment rebate payment calculation and instructions for transfers of funds as needed (a total of 1 annually).
• One (1) version of the sales tax rebate payment calculation and instructions for transfers of funds as needed (up to 4 times annually, dependent on calculation results).
V. Continuing Disclosure and Other Reporting
1. CFD 1999-1: Prepare Annual Special Tax Report/Disclosure Documents, California Debt and Investment Advisory Commission (“CDIAC”) Filings, and Other Regulatory Filings
With the CFD 1999-1 2010 Special Tax Refunding Bonds expected to be redeemed on or around October 1, 2024, the Successor Agency’s obligation to provide an annual continuing disclosure report will be terminated. Harris will prepare a Notice of early redemption of the bonds and termination of the Successor Agency’s reporting obligations, per the terms of the Continuing Disclosure Agreement.
Harris will also prepare and assist with all regulatory reports that may be required under the California Government Code or other State/Federal reporting, including reports associated with the early redemption of the CFD 1999-1 2010 Special Tax Refunding Bonds. The reports will be submitted to the Successor Agency for approval prior to filing on behalf of the Successor Agency.
Deliverables:
• One (1) Draft and one (1) Final Version of the CDIAC report. (Only needed one time.) • One (1) confirmation of submission for the CDIAC report. • One (1) version each of the Notice of early redemption and termination of reporting obligations.
2. 2016 TARBS Annual Disclosure
Harris will annually prepare and disseminate via EMMA the continuing disclosure reports for the City’s Subordinate Tax Allocation Refunding Bonds, Series 2016 (“TARBS”).Per the Continuing Disclosure Certificate, this report is due to be filed to EMMA by March 31 each year.
Harris will produce a draft of the report for an initial review by City staff and will incorporate comments to produce a final draft of the Continuing Disclosure Report. A final review of the report will be conducted by Harris and City staff. Once the final draft is approved, Harris will disseminate the report to EMMA on the City’s behalf. Harris will provide the City confirmation of dissemination via EMMA for each report.
Deliverables:
• One (1) Draft and one (1) Final Version of the Continuing Disclosure Report each year. • One (1) confirmation of dissemination to EMMA for each report. 6 of 10
FIRM QUALIFICATIONS
Founded in 1974, Harris & Associates is a 100% employee-owned company focused on helping our clients solve today's complex challenges in community development, planning, financing, environmental compliance, civil engineering, and construction management. Harris has five offices in California with a staff of more than 275 employee-owners. For more than 50 years, Harris has served a diverse roster of public- and private-sector clients across the municipal, transportation, education, and water markets.
Harris provides our clients with a broad range of public financing services. Our experience as financial experts allow us to provide a host of services to our clients, resulting in reduced City staff time on projects. Harris provides our clients with the technical expertise and knowledge needed to develop and implement sound financial strategies that provide communities with the infrastructure needed to meet the needs of residents, workers, and visitors.
We have experience providing the following services:
• Redevelopment dissolution services, including the preparation of ROPS, Oversight Board documents, tax increment projections and cash flow analyses. • Continuing disclosure reporting on TABs and CFD bonds. • Community Facility District formation and administration under California’s Mello-Roos Community Facilities District Act.
• Development Impact Fees in compliance with AB1600 and AB602. • Utility User Fees and other types of Fee Programs.
• Feasibility and rate studies to determine the best financing options. • Maintenance fee establishment per the Health and Safety Code. • Maintenance Assessment Districts, such as the California Landscape and Lighting Act of 1972 and Benefit Assessment Act of 1982, as well as Fire Suppression and Charter City assessment district formation and administration services. • Assessment of district formation and administration under California’s 1911 Act and 1913/1915 Act.
• Benefit nexus studies and ballot preparation pursuant to Article XIIID of the California State Constitution.
• Tax formulas for special tax districts.
• Cost Reimbursement Review.
• Presentations to public agencies and communities.
• Affordable Housing and Commercial Linkage Fees.
• Parking-in-lieu fees.
• Community Revitalization Investment Areas (“CRIA”).
• Tax Increment Analysis.
• Business Improvement District formation.
• Fiscal and Economic Analysis.
• Market Studies.
Additional projects of similar scope as this project are listed on the following pages. 7 of 10
PROJECT EXPERIENCE
The following is a list of select recent projects to highlight our experience in providing the services in the scope of work.
Successor Agency and Public Finance Services
Hawthorne Successor Agency
2019 - Present
Reference: Felice Lopez, Finance Director
Contact: (310) 349-2920 | [email protected]
Harris & Associates provides several financial services to the Successor Agency to the former Hawthorne Community Redevelopment Agency, including annual Successor Agency services (including ROPS preparation, County Auditor-Controller/Oversight Board coordination, presentations to the 2nd District Oversight Board on Successor Agency items, staff reports and resolutions, Prior Period Adjustment and proof of payment reporting, and DOF coordination), management of the City’s Gateway DDA and Oceangate OPA, annual continuing disclosure reports for tax allocation bonds, and serving as the Special Fund administrator for CFD 1999-1 which involves calculating tax rebates to property owners. Harris team members also provided these services to the Successor Agency prior to joining Harris.
CFD Administration, Continuing Disclosures, and Other Reporting City of Hawthorne
2019 - Present
Reference: Felice Lopez, Finance Director
Contact: (310) 349-2920 | [email protected]
Harris & Associates manages the administration and management of the City’s Community Facilities Districts 2004-1 and 2006-1. This includes preparing the annual levy along with supporting documentation, including the budget worksheet, credit worksheet, and all documents necessary to submit the levies to the Los Angeles County Auditor-Controller annually. Harris monitors delinquencies and includes a contingency in each annual levy to adjust for an average level of delinquencies. The Harris team responds to calls and inquiries from property owners and other stakeholders with questions about the CFDs. Harris prepares annual continuing disclosure reports and assists the City in maintaining compliance with other reporting requirements, including AB 2109 reports and CDIAC filings. Harris team members also provided these services to the City prior to joining Harris.
Successor Agency and Public Finance Services
City of Victorville/Victor Valley Economic Development Agency/Southern California Logistics Airport Authority
2020 - Present
Reference: Sophie Smith, Deputy City Manager
Contact: (760) 243-6334| [email protected]
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Harris & Associates serves as the successor agency and financial consultant to Victor Valley Economic Development Agency (“VVEDA”), Southern California Logistics Airport Authority (“SCLAA”) and the City of Victorville, providing redevelopment dissolution services for VVEDA that include ROPS preparation, distribution calculations, and annual continuing disclosure reports for the SCLAA tax allocation bond issues. In addition, Harris drafts staff reports and resolutions for the VVEDA Successor Agency and the Oversight Board, assists with County AuditorController and DOF coordination, conducts the prior period adjustment reporting for VVEDA, and presents on all calculations to VVEDA and Oversight Board members. Harris team members also provided these services to the agencies prior to joining Harris.
PROJECT TEAM
The Harris team for this project includes experts with decades of experience in providing the services required for this assignment.
The team includes:
• Dima Galkin, Project Director
• Hitta Mosesman, Principal-in-Charge
• Zaire Marin, Project Manager
More details about Dima, Hitta, and Zaire’s qualifications and experience are available in this proposal’s cover letter. Other staff will be included on this assignment as needed. Resumes for all staff can be provided upon request.
SCHEDULE
To align the contract year more closely with the schedule for the scope of work while avoiding any gaps in service, this proposal uses November 23, 2024 through June 30, 2026 as the first contract year and July 1 through June 30 for all following contract years. This adjustment results in the first contract year including approximately 1.5 years’ worth of services for the Tasks I through IV and two TARBS annual disclosure reports. The budgets for the first contract year’s tasks are adjusted to reflect the corresponding scopes of work.
Tasks with flat fees will be invoiced after the work associated with the task is completed. The Special Fund Administration task will be invoiced in four (4) quarterly stages: three (3) progress invoices and one (1) final invoice for each year. Tasks with not-to-exceed budgets will be invoiced on a monthly basis corresponding to the number of hours worked in the prior accounting month.
PROPOSED FEES
The work in this proposal’s scope of work would be billed based on a combination of flat fee and time and materials (a.k.a., “not-to-exceed”). Any work that is billed on a time and materials basis would be billed based on the hourly billing rates in Table 1. 9 of 10
Table 1. Billing Rates
These fees may be adjusted annually beginning
January 1, 2025, not to exceed 4% per year. Outof-pocket fees paid on behalf of the City for filing required reports or to obtain data from the County
or other sources will be invoiced with a 10%
markup. Miscellaneous costs including items
such as mileage, phone calls, and postage are
included in the hourly rates.
Harris has prepared the fixed fee and not-toexceed budget proposal in Table 2 for the scope of work described in this proposal. It is important
to note that none of these costs would be paid
out of the City’s General Fund. The source of funding for each task is identified in Table 2.
We appreciate the opportunity to work with the City of Hawthorne and the Successor Agency.
Please feel free to contact us if you have any questions.
Sincerely,
Hitta Mosesman Dima Galkin
Vice President Director
Community Development + Housing Community Development + Housing [email protected] [email protected] Position Billing Rate
Principal in Charge $300
Senior Consultant $265
Senior Director $265
Director $240
Senior Project Manager $220
Project Manager $205
Deputy Project Manager $190
Senior Analyst $155
Analyst $145
Research Analyst $135
2024 Hourly Billing Rates
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Table 2. Hawthorne Successor Agency and Public Finance Services Budget Table Task Fee Type Source of Funding FY 2025-26*
Fee
FY 2026-27
Fee
FY 2027-28
Fee
FY 2028-29
Fee
FY 2029-30
Fee
TOTAL
Successor Agency General
Consulting Services (ROPS,
documents, cash balance
reconciliation, County/Oversight
Board/DOF coordination and
meetings)
Not to
Exceed
Successor Agency
Administrative
Allowance
$ 67,500 $ 45,000 $ 45,000 $ 45,000 $ 45,000 $ 247,500
CFD Administration
1999-1 Special Fund
Administration Flat Fee License Agreement Payments $ 18,000 $ 12,400 $ 12,800 $ 13,300 $ 6,900 $ 63,400 DDA/OPA Management
Gateway DDA Not to
Exceed
License Agreement
Payments $ 21,000 $ 14,500 $ 15,000 $ 15,600 $ 8,100 $ 74,200 Oceangate OPA Not to
Exceed
Successor Agency
Administrative
Allowance
$ 15,000 $ 10,400 $ 10,800 $ 11,200 $ 11,600 $ 59,000
Continuing Disclosure
1999-1 CFD Disclosure Flat Fee License Agreement
Payments $ 3,000 $ - $ - $ - $ - $ 3,000
2016 TABS Disclosure Not to
Exceed
Successor Agency /
ROPS $ 20,000 $ 10,400 $ 10,800 $ 11,200 $ 11,600 $ 64,000 Additional Reporting - CFD 1999-1
(CDIAC & AB 2109) Flat Fee License Agreement
Payments $ 3,000 $ - $ - $ - $ - $ 3,000
TOTAL $ 147,500 $ 92,700 $ 94,400 $ 96,300 $ 83,200 $ 514,100 *Covers the period from November 12, 2024 to June 30, 2026. All other years are July 1 to June 30.