REPORT TO CITY COUNCIL
To:Honorable Mayor and Members of the City Council
From:Jason Simpson, City Manager
Prepared by:Rick De Santiago, Public Works Manager
Date:October 22, 2024
Subject:Agreement with SD Flags Banner and Signs for Graphics and Signs Citywide
Recommendation
Approve and authorize the City Manager to execute the Contractor Services Agreement with SD Flags Banner and Signs in an amount not to exceed $30,000.00 for Graphics and Signs Citywide in such final form as approved by the City Attorney and authorize the City Manager to execute change orders not exceeding a 10% contingency of $3,000.00 for unanticipated costs.
Background
SD Flags Banner and Signs is a specialized provider of visual communication solutions, offering a diverse range of products and services essential for enhancing public spaces. With expertise in creating banners, rigid signs, plaques, custom flags, digital print vinyl, channel letters, and A- frames, SD Flags Banner and Signs ensures that signage is effective and compliant with local regulations.
Discussion
This Agreement streamlines the design, production, and installation process. SD Flags brings expertise in offering design support and advice to ensure that the signage meets aesthetic and functional requirements, minimizing the risk of issues related to zoning and safety. The city can enhance its facilities' appearance and create a more engaging environment for residents and visitors.
Fiscal Impact
Funds are available in the City’s Fiscal Year 24-25 Annual Operating Budget.
SD Flags Banner and Signs Agreement
Attachments
Attachment 1 - Agreement
Exhibit A – Price Rate Sheet
Public Works
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9 AGREEMENT FOR CONTRACTOR SERVICES
SD Flags Banners and Signs
ON-CALL SERVICES
This Agreement for Contractor Services (On-Call) (the “Agreement”) is made and entered into as of October 22, 2024 by and between the City of Lake Elsinore , a municipal corporation (the “City”) and SD Flags Banners and Signs, a sole proprietorship (the “Contractor”).
RECITALS
A. The City has determined that it requires the following services:
On-Call Graphics and Signs Citywide.
B. The City has prepared a request for a proposals and Contractor has submitted to City a proposal, dated September 27, 2024, both of which are attached hereto as Exhibit A (collectively, the "Contractor's Proposal") and incorporated herein, to provide services and related work to the City pursuant to the terms of this Agreement.
C. Contractor possesses the skill, experience, ability, background, certification and knowledge to perform the services and related work described in this Agreement on the terms and conditions Agreement.
AGREEMENT
1. Scope of Services. Contractor shall perform the services and related work described in Contractor's Proposal (Exhibit A). Contractor shall provide such services and related work at the time, place, and in the manner specified in Contractor's Proposal (Exhibit A), subject to the direction of the City through its staff that it may provide from time to time. Contractor acknowledges that the Scope of Services provides for 24 hour-a-day, 7 day-a-week, on-call and minor construction support on an as needed basis.
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 services and related work to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the services and related work contemplated pursuant to this Agreement consistent with Contractor 's Proposal (Exhibit A) and shall provide, furnish and pay all labor, materials, necessary tools, expendable equipment, and all taxes, utility and transportation services required to perform such the services and related work.
b. Performance Schedule . Contractor shall commence the services and related work pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services and related work within the time period(s) established in the Contractor's Proposal (Exhibit A). When requested by Contractor , extensions to the time period(s) specified may be approved in writing by the City Manager .
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9 c. Term and Compliance with Task/Work Order System. Unless earlier terminated as provided elsewhere in this Agreement , this Agreement shall continue in full force and effect for a period commencing on July 1, 2024 and ending June 30, 2026. The City may, at its sole discretion, extend the term of this Agreement on a 12-month basis not to exceed 2 additional twelve (12) month renewal terms by giving written notice thereof to Contractor not less than thirty (30) days before the end of the contract term, such notice to be exercised by the City Manager.
Contractor hereby agrees and acknowledges that any and all work or services performed pursuant to this Agreement shall be based upon the issuance of a Task/Work Order by the City. Contractor acknowledges that it is not guaranteed any minimum or specific amount of work or services as all work or services shall be authorized through a Task/Work Order issued by the City.
3. Compensation. Compensation to be paid to Contractor shall be in accordance with the fees set forth in Contractor's Proposal (Exhibit A), which is attached hereto and incorporated herein by reference . In no event shall Contractor's annual compensation exceed Thirty Thousand Dollars ($30,000 ) without additional written authorization from the City. Notwithstanding any provision of Contractor'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. Background Checks . At any time during the term of this Agreement, the City reserves the right to make an independent investigation into the background of Contractor’s personnel who perform work required by this Agreement, including but not limited to their references, character, address history, past employment, education, social security number validation, and criminal or police records, for the purpose of confirming that such personnel are lawfully employed, qualified to provide the subject service or pose a risk to the safety of persons or property in and around the vicinity of where the services will be rendered or City Hall. If the City makes a reasonable determination that any of Contractor’s prospective or then current personnel is deemed objectionable, then the City may notify Contractor of the same.
Contractor shall not use that personnel to perform work required by this Agreement, and if necessary, shall replace him or her with a suitable worker.
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 Contractor at least ten (10) days prior written notice. Upon receipt of such notice, the Contractor 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 Contractor 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
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9 Section, the Contractor will submit an invoice to the City, pursuant to Section entitled "Method of Payment" herein.
7. Plans, Reports, Documents
a. Ownership of Documents . All plans, studies, documents and other writings prepared by and for Contractor, 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 Contractor for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Contractor or to any other party. Contractor shall, at Contractor's expense, provide such reports, plans, studies, documents and other writings to City upon written request. City shall have sole determination of the public’s rights to documents under the Public Records Act, and any third-party requests of Contractor shall be immediately referred to City, without any other actions by Contractor. b. 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 Contractor under this Agreement ("Documents & Data"). Contractor 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. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data, which were prepared by design professionals other than Contractor or provided, to Contractor 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. c. 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 Contractor in connection with the performance of this Agreement shall be held confidential by Contractor . Contractor shall not, without the prior written consent of City, use such materials 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 Contractor, which is otherwise known to Contractor or is generally known, or has become known , to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia , photographs relating to project for which Contractor's services are rendered , or any publicity pertaining to the Contractor'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. Contractor's Books and Records .
a. Contractor 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 Contractor to this Agreement.
b. Contractor 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
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9 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 agreed upon, the records shall be available at Contractor'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 Contractor'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 Contractor, Contractor's representatives, or Contractor's successor-in-interest.
9. Independent Contractor.
a. Contractor is and shall at all times remain as to the City a wholly independent contractor pursuant to California Labor Code Section 3353. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of Contractor’s officers, employees, or agents, except as set forth in this Agreement. Contractor 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 City.
Contractor shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City, or bind City in any manner .
b. Notwithstanding any other federal, state and local laws, codes, ordinances and regulations to the contrary, Contractor 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.
10. PERS Eligibility Indemnification . In the event that Contractor or any employee, agent, or subcontractor of Contractor 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, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor 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.
11. Interests of Contractor. Contractor (including principals, associates and management 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 Contractor's services hereunder. Contractor 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.
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9 Contractor is not a designated employee within the meaning of the Political Reform Act because Contractor:
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. Ability of Contractor . City has relied upon the training and ability of Contractor to perform the services hereunder as a material inducement to enter into this Agreement. Contractor shall therefore provide properly skilled personnel to perform all services under this Agreement. All work performed by Contractor under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent contractors in Contractor 's field of expertise .
13. Compliance with Laws.
a. Contractor shall comply with all local, state and federal laws and regulations applicable to the services required hereunder, including any rule, regulation or bylaw governing the conduct or performance of Contractor and/or its employees, officers, or board members. b. Contractor represents that it has obtained and will maintain at all times during the term of this Agreement all professional and/or business licenses, certifications and/or permits necessary for performing the services described in this Agreement, including a City business license.
14. Licenses . Contractor represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature, which are legally required of Contractor to practice its profession . Contractor represents and warrants to City that Contractor 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 Contractor to practice its profession.
Contractor shall maintain a City of Lake Elsinore business license .
15. Indemnity . Contractor 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 Contractor 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 Contractor 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 Contractor 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 Contractor 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 Contractor 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 , Contractor acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.
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9 16. Insurance Requirements .
a. Insurance. Contractor, at Contractor'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 . Contractor 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, Contractor 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 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 Contractor for City. In the event that Contractor 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, Contractor 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. Contractor 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 . Contractor shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Contractor 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 . 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. Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the protection offered by all policies, except for Workers’ Compensation, shall bear an endorsement whereby it is provided that, the City and its officers, employees, servants, volunteers and agents and independent contractors, including without limitation, the City Manager and City Attorney, are named as additional insureds. Additional insureds shall be entitled to the full benefit of all insurance policies in the same manner and to the same extent as any other insureds and there shall be no limitation to the benefits conferred upon them other than policy limits to coverages.
ii. This policy shall be considered primary insurance as respects the City,
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9 its elected or appointed officers, officials, employees, agents and volunteers . 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, Contractor shall demonstrate financial capability for payment of such deductibles or self-insured retentions . d. Certificates of Insurance . Contractor 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 Contractor: SD Flags Banner and Signs
Attn: Steve Roberts
351 E. Bradley Ave. Space 154
El Cajon, Ca 92021
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9 18. Assignment and Subcontracting . The parties recognize that a substantial inducement to City for entering into this Agreement is the reputation, experience and competence of Contractor .
Contractor 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 Contractor under this Agreement will be permitted only with the express consent of the City. Contractor shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the City. If City consents to such subcontract, Contractor 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.
19. 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.
20. 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.
21. 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.
22. Prohibited Interests . Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor 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 Contractor, 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.
23. Equal Opportunity Employment. Contractor 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 .
24. Prevailing Wages . Contractor 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. Contractor 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, Contractor shall bear all risks of payment or non- payment of prevailing wages under California law, and Contractor hereby agrees to defend,
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9 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.
25. 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.
26. 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.
27. Authority to Enter Agreement. Contractor 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. Counterparts. 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 .
29. Entire Agreement; Incorporation; Conflict. This Agreement contains the entire understanding between the parties relating to the obligations described herein. All prior or contemporaneous understandings, agreements, representations and statements, oral or written, are superseded in total by this Agreement and shall be of no further force or effect. Contractor’s Proposal is incorporated only for the description of the scope of services and/or the schedule of performance and no other terms and conditions from such proposal shall apply to this Agreement unless specifically agreed to in writing. In the event of conflict, this Agreement shall take precedence over those contained in the Contractor’s Proposal.
30. Amendments . This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney .
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.
“CITY”
CITY OF LAKE ELSINORE, a municipal
corporation
“CONTRACTOR”
SD Flags Banner and Signs, a sole
proprietorship
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9 City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
Assistant City Manager
By: Steve Roberts
Its: Owner
Attachments: Exhibit A – Contractor’s Proposal
EXHIBIT A
EXHIBIT A
CONTRACTOR'S PROPOSAL
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18)
Minutes of the Regular Successor Agency Meeting of October 8, 2024 Approve the Minutes.
REPORT TO SUCCESSOR AGENCY
To:Honorable Chair and Members of the Successor Agency
From:Jason Simpson, Executive Director
Prepared by:Candice Alvarez, MMC, Secretary
Date:October 22, 2024
Subject:Minutes of the Regular Successor Agency Meeting of October 8, 2024 Recommendation
Approve the Minutes.
Attachments
Attachment 1- Draft Minutes
City Clerk’s Office
City of Lake Elsinore
City Council Meeting
Minutes – Draft
Steve Manos, Mayor
Brian Tisdale, Mayor Pro Tem
Timothy J. Sheridan, Council Member
Natasha Johnson, Council Member
Robert E. Magee, Council Member
Jason Simpson, City Manager
Meeting Date:
October 08, 2024
Closed Session: 5:30 PM
Public Session: 7:00 PM
Cultural Center
183 N. Main Street
Lake Elsinore, CA 92530
CALL TO ORDER
The Regular Meeting of the City Council was called to order at 5:30 p.m.
ROLL CALL
Present: 4 - Council Members Sheridan, Johnson, and Magee; and Mayor Pro Tem Tisdale
Absent: 1 - Mayor Manos
PUBLIC COMMENTS FOR CLOSED SESSION ITEMS
There were no speakers.
CLOSED SESSION - 5:30 P.M.
A. CONFERENCE WITH LEGAL COUNSEL--EXISTING LITIGATION
(Paragraph (1) of subdivision (d) of Section 54956.9)
Name of case: Medcare Farms 2.0 LLC Claim dated September 9, 2024
B. CONFERENCE WITH LEGAL COUNSEL--ANTICIPATED LITIGATION Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Gov’t Code Section 54956.9: 1 potential case
C. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Gov’t Code Section 54956.8)
Property: 28750 Pierce Ave; Lake Elsinore; APNs: 378-020-018, 378-020-052 Agency negotiator: City Manager Simpson
Negotiating parties: City of Lake Elsinore and John R. Hernandez Trustee of the Hernadez Family trust dated April 14, 2019
Under negotiation: Price and terms of payment
Mayor Manos arrived at 5:45 p.m.
City Council Minutes - Draft October 08, 2024
City of Lake Elsinore Page 2
RECONVENE/CALL TO ORDER
The Regular Meeting of the City Council reconvened and the Regular Meeting of the Successor Agency was called to order at 7:00 p.m.
PLEDGE OF ALLEGIANCE
Mayor Manos led the Pledge of Allegiance.
ROLL CALL
Present: 5 - Council/Agency Members Sheridan, Johnson, and Magee; Mayor Pro Tem/Vice Chair Tisdale; and Mayor/Chair Manos
Absent: 0 - None
CLOSED SESSION REPORT
City Attorney Leibold reported that all three items were discussed and noted that the City Council directed staff to reject the claim listed under Item No. A and no reportable action was taken on the remaining items.
PRESENTATIONS/CEREMONIALS
1) Riverside County Sheriff's Office 2024 Third Quarter Statistical Update
Lieutenant Clark presented the update.
PUBLIC COMMENTS - NON-AGENDIZED ITEMS - 1 MINUTE
Kimberly Ryan was called to speak.
CITY COUNCIL CONSENT CALENDAR
A motion was made by Council Member Johnson, seconded by Council Member Magee to approve the City Council Consent Calendar with Item No. 9 being removed for discussion. The motion carried by the following vote:
Aye: 5 Council Members Sheridan, Johnson, and Magee; Mayor Pro Tem Tisdale; and Mayor Manos
Nay: 0 None
2) Minutes of the Regular City Council Meeting of September 24, 2024
Approve the Minutes.
This item was approved on the City Council Consent Calendar.
3) CC Warrant Report Dated September 9, 2024 to September 15, 2024
Receive and file.
City Council Minutes - Draft October 08, 2024
City of Lake Elsinore Page 3
This item was approved on the City Council Consent Calendar.
4) CC Warrant Report Dated September 16, 2024 to September 22, 2024
Receive and file.
This item was approved on the City Council Consent Calendar.
5) Purchase of approximately 19,602 square feet of Vacant Real Property at Graham Avenue, Lake Elsinore (APNs 374-262-013 and 374-262-018) for $195,000, plus closing costs
Approve the purchase of approximately 0.45 acre of unimproved real property located at Graham Avenue (APNs 374-262-013 and 374-262-018) for $195,000 plus closing costs, ratify the City Manager’s execution of the Agreement and Escrow Instructions for Purchase and Sale of Real Property, and further authorize the City Manager or designee to execute such other ancillary documents as may be necessary to complete the purchase, in such final form as approved by the City Attorney.
This item was approved on the City Council Consent Calendar.
6) Certificate of Achievement for Excellence in Financial Reporting for the Fiscal Year Ended June 30, 2023
Receive and file the Certificate of Achievement for Excellence in Financial Reporting for the Fiscal Year Ended June 30, 2023.
This item was approved on the City Council Consent Calendar.
7) Cost Allocation Plan
Adopt and implement the Cost Allocation Plan prepared by Willdan Financial Services and approving the 19% overhead rate.
This item was approved on the City Council Consent Calendar.
8) Approve the Side Letter to the 2021-2026 Memorandum of Understanding (MOU) with LIUNA Local 777 (LIUNA)
Authorize the City Manager to Execute the Side Letter to the MOU with LIUNA Local 777 Amending the Changes of Benefits for Union-Represented and Non-Represented Employees for the Period of October 8, 2024, to June 30, 2026.
This item was approved on the City Council Consent Calendar.
9) Lake Elsinore Carwash Market Analysis and Findings
Receive and File the Lake Elsinore Carwash Market Analysis Report and Adopt the Report’s Findings that the City of Lake Elsinore is oversaturated with carwash businesses.
This item was removed from the City Council Consent Calendar for discussion.
City Council Minutes - Draft October 08, 2024
City of Lake Elsinore Page 4
10) Notice of Decision – Planning Commission Approval of Planning Application No. 2019-80 for a Commercial Design Review and Two Conditional Use Permits to Develop an Approximately 3,300 sq. ft. Convenience Store with a New Gasoline Dispensing Facility and a 1,400 sq. ft. Drive-through Restaurant on a 3.57-acre portion of the Existing Ortega Oaks Plaza Located at 15890 Grand Avenue
Receive and File the Notice of Decision for Planning Application No. 2019-80 approved by the Planning Commission on September 17, 2024.
This item was approved on the City Council Consent Calendar.
11) Professional Services Agreement with VCS Environmental, Inc. for Environmental Documentation for the East Lake Villas Senior Living Community Project
Approve and authorize the City Manager to execute a Professional Services Agreement with VCS Environmental, Inc. in an amount not to exceed $71,545 to prepare California Environmental Quality Act (CEQA) Compliance documents, in such final form as approved by the City Attorney.
This item was approved on the City Council Consent Calendar.
12) Tract No. 35337, Revision to Conditions of Approval No. 130
Approve the revision to Conditions of Approval No. 130 to state as follows:
130. The applicant shall construct full-street improvements from the Main Street/Camino Del Norte intersection to the Camino Del Norte/Elsinore Hills Road intersection, half-width improvements from the Main Street/Camino Del Norte intersection to the northern boundary of the property and dedicate full right-of-way on Camino Del Norte such that the ultimate right-of-way width conforms to General Plan and Spyglass Specific Plan right-of-way cross sections. In addition, the City shall provide applicant impact fee credits and reimbursements, as provided in Condition of Approval No. 142. The road improvements for Camino Del Norte shall be consistent with the Traffic Analysis (revised) dated August 18, 2009 (revised) and the General Plan Circulation Element, the Spyglass Specific Plan, and shall be built to the satisfaction of the City Engineer.
This item was approved on the City Council Consent Calendar.
13) Tract No. 31593, Revision to Conditions of Approval No. 47
Approve revisions to Condition of Approval No. 47 to state as follows:
47. Install a traffic signal at Camino Del Norte and Elsinore Hills Road and install ultimate intersection improvements prior to the 120th Certificate of Occupancy.
This item was approved on the City Council Consent Calendar.
City Council Minutes - Draft October 08, 2024
City of Lake Elsinore Page 5
14) Tract Map No. 38271, Laguna Pointe
1. Approve Final Tract Map No. 38271 subject to the City Engineer’s acceptance as being true and correct;
2. Authorize the City Clerk to sign the map and arrange for recordation of Final Tract Map No. 38271; and
3. Authorize the City Manager to execute Construction Agreements for Street Improvements and Monumentation.
This item was approved on the City Council Consent Calendar.
15) Landscape Maintenance Agreement Between California Department of Transportation (Caltrans) and the City of Lake Elsinore for I-15 Main Street Interchange
Approve and authorize the Mayor to execute a Landscape Maintenance Agreement with the California Department of Transportation for the maintenance of landscape and irrigation in final form as approved by the City Attorney.
This item was approved on the City Council Consent Calendar.
16) Professional Services Agreement with Albert A. Webb Associates for On-Call Traffic Engineering Services
Approve and authorize the City Manager to execute the Professional Services Agreement with Albert A. Webb Associates for on-call traffic engineering services in the amount of $150,598 per year for a three-year term, in such final form as approved by the City Attorney.
This item was approved on the City Council Consent Calendar.
17) Amendment No. 3 to the Professional Services Agreement for Proactive Engineering Consultants (Formerly Adams Streeter Civil Engineers) for Main Street Pedestrian Safety Improvements and Information Technology Infrastructure CIP Project No. Z10075
Approve and authorize the City Manager to execute Amendment No. 3 with Proactive Engineering Consultants (Formerly Adams Streeter Civil Engineers) for additional construction support services for the Main Street Pedestrian Safety Improvements and Information Technology Infrastructure Project in an amount not to exceed $43,287.49 in such final form as approved by the City Attorney and authorize the City Manager to execute change orders not exceeding a 10% contingency.
This item was approved on the City Council Consent Calendar.
City Council Minutes - Draft October 08, 2024
City of Lake Elsinore Page 6
18) Agreement for Contractor Services with Reep Fire Protection, Inc. for Maintenance Services for Fire Protection and Backflow Services for Citywide Parks, Facilities, and LLMD’s
Approve and authorize the City Manager to execute the Agreement with Reep Fire Protection, Inc. in an amount not to exceed $40,000.00 for Maintenance Services for Fire Protection and Backflow Services for Citywide Parks, Facilities, and LLMDs in such final form as approved by the City Attorney and authorize the City Manager to execute change orders not exceeding a 10% contingency of $4,000.00 for unanticipated costs.
This item was approved on the City Council Consent Calendar.
19) Agreement with Commercial Door Company, Inc. for Door Repairs, Maintenance, and Emergency Services
Approve and authorize the City Manager to execute the Agreement with Commercial Door Company, Inc. in an amount not to exceed $30,000.00 for door repairs, maintenance, and emergency services in such final form as approved by the City Attorney and authorize the City Manager to execute change orders not exceeding a 10% contingency of $3,000.00 for unanticipated costs.
This item was approved on the City Council Consent Calendar.
ITEM REMOVED FROM THE CITY COUNCIL CONSENT CALENDAR FOR DISCUSSION
9) Lake Elsinore Carwash Market Analysis and Findings
Receive and File the Lake Elsinore Carwash Market Analysis Report and Adopt the Report’s Findings that the City of Lake Elsinore is oversaturated with carwash businesses.
Community Development Director Abraham presented the staff report.
A motion was made by Council Member Johnson, seconded by Council Member Magee to receive and file the report and adopt its findings. The motion carried by the following vote:
Aye: 5 Council Members Sheridan, Johnson, and Magee; Mayor Pro Tem Tisdale; and Mayor Manos
Nay: 0 None
SUCCESSOR AGENCY CONSENT CALENDAR
A motion was made by Agency Member Johnson, seconded by Agency Member Magee to approve the Successor Agency Consent Calendar. The motion carried by the following vote:
Aye: 5 Agency Members Sheridan, Johnson, and Magee; Vice Chair Tisdale; and Chair Manos
Nay: 0 None
City Council Minutes - Draft October 08, 2024
City of Lake Elsinore Page 7
20) Minutes of the Regular Successor Agency Meeting of September 24, 2024
Approve the Minutes.
This item was approved on the Successor Agency Consent Calendar.
21) SA Warrant Report Dated September 16, 2024 to September 22, 2024
Receive and file.
This item was approved on the Successor Agency Consent Calendar.
22) Agreement with KPA Services, LLC for Environmental Health & Safety Monitoring at Lake Elsinore Diamond Stadium
Approve and authorize the Executive Director to execute an Agreement with KPA Services, LLC, in an amount not to exceed $50,000.00 for Environmental Health and Safety Monitoring at Lake Elsinore Diamond Stadium in such final form as approved by the Agency Attorney and authorize the Executive Director to execute change orders not to exceed a 10% contingency amount of $5,000.00 for uncertainties and adjustments.
This item was approved on the Successor Agency Consent Calendar.
PUBLIC COMMENTS - NON-AGENDIZED ITEMS - THREE MINUTES
Sharon Morris was called to speak.
CITY MANAGER'S COMMENTS
City Manager Simpson thanked the community and local businesses for supporting the shelter with meals during the Airport Fire.
CITY ATTORNEY COMMENTS
City Attorney Leibold had no comments.
CITY COUNCIL COMMENTS/REPORTS ON MEETINGS ATTENDED
Council Member Magee shared an update on the I-15 Express Lanes Southern Extension project and encouraged residents to attend a public meeting on October 23, 2024 from 6:00 – 8:00 p.m. in the Cultural Center; shared updates on the lake levels and testing; and invited the community to attend the Autocross Challenge on Saturday, October 12, 2024 at Diamond Stadium.
Council Member Johnson reported on her attendance at the Western Riverside County Regional Conservation Authority meeting on October 7, 2024; shared information on Crotch’s Bumble Bee; reported on her attendance at the Animal Friends of the Valleys Animal Shelter meeting on October 3, 2024; shared updates from the Homeless Task Force; congratulated Jeanie Corral for being awarded the Senior Legacy Award; shared updates from the City of Canyon Lake’s State of the City; and congratulated the Students of the Month for September and October.
City Council Minutes - Draft October 08, 2024
City of Lake Elsinore Page 8
Council Member Sheridan reported on his attendance at the Riverside Transit Agency Board of Directors meeting on September 26, 2024; shared information on Measure T, which will be on the ballot in November; shared his participation in a tour of Elsinore Elementary School; and encouraged the community to participate in the Inaugural Thunder Cares Golf Tournament on Monday, October 14, 2024 at CrossCreek Golf Club in Temecula.
Mayor Pro Tem Tisdale reported on his attendance at the Western Riverside Council of Governments Executive Committee meeting on October 7, 2024; shared important election dates; shared dates and locations for Vote Centers and Ballot Drop-off Locations; expressed gratitude to the Ryans for their fundraising event and acknowledged their contributions to the community in memory of their daughter; highlighted the anniversary of a tragic event involving Hamas and emphasized support for Israel and the Jewish community; criticized governmental response to recent hurricanes and emphasized the importance of voting for officials who prioritize disaster response.
Mayor Manos announced and invited the community to attend the 2024 State of the City on October 17, 2024 from 5:30 – 8:30 p.m. at Pins and Pockets; and invited residents to participate in Trunk or Treat on Saturday, October 12, 2024 from 5:00 – 8:00 p.m. at Diamond Stadium.
ADJOURNMENT
The Lake Elsinore City Council adjourned at 7:54 p.m. to the next Regular meeting of Tuesday, October 22, 2024 in the Cultural Center located at 183 N. Main Street. Closed Session will commence at 5:00 p.m. or such later time as noticed on the Agenda, and the regular Open Session business meeting will commence at 7:00 p.m.
19)
Professional Services Agreement with Urban Futures, Inc. for Continuing Disclosures, CDIAC, and Arbitrage Services
Approve and authorize the Executive Director to execute the Professional Services Agreement with Urban Futures, Inc. in an amount not to exceed $36,500 per fiscal year for ongoing continuing disclosure services, arbitrage reporting, and related financial services in connection with Successor Agency bonds in such final form as approved by the Agency Counsel.
REPORT TO SUCCESSOR AGENCY
To:Honorable Chair and Members of the Successor Agency
From:Jason Simpson, Executive Director
Prepared by:Barbara Leibold, Agency Counsel
Date:October 22, 2024
Subject:Professional Services Agreement with Urban Futures, Inc. for Continuing Disclosures, CDIAC, and Arbitrage Services
Recommendation
Approve and authorize the Executive Director to execute the Professional Services Agreement with Urban Futures, Inc. in an amount not to exceed $36,500 per fiscal year for ongoing continuing disclosure services, arbitrage reporting, and related financial services in connection with Successor Agency bonds in such final form as approved by the Agency Counsel.
Background
On July 1, 2018, the Successor Agency entered into a Professional Services Agreement with Urban Futures, Inc., for continuing disclosure services and related financial services in connection with Agency bonds. The Agreement was renewed on January 14, 2020. The purpose of the proposed Agreement is to continue the relationship with Urban Futures, Inc. for the provision of such services.
Discussion
Urban Futures, Inc., has provided excellent services to the Agency, and continuity is important in the provision of these mandated services. The Consultant will be expected to provide full annual continuing disclosure reporting for all of the Agency’s outstanding bond transactions as required by the Securities Exchange Commission’s Rule 15c2-12 and in accordance with the specific disclosure reporting requirements detailed in each respective bond transcript. Specifically, the Consultant will:
1. Collect the necessary financial and statistical information from Agency staff, auditors, and any other source as required.
PSA with Urban Futures, Inc.
2. Transmit the annual report for each bond transaction listed below to the Municipal Securities Rulemaking Board’s (MSRB) nationally recognized data repository known as EMMA.
3. Monitor each bond transaction listed below on an ongoing basis for any occurrence of material events.
The Consultant will provide Services as described in the Agreement for the following bond transaction(s):
•Tax Allocation Bonds (TAB);
•Certificates of Participation (including Transportation Sales Tax) (COP); •Lease Revenue Bonds (LRB);
•Pension Obligation Bonds (PPOB);
•Community Facilities/ Assessment Districts (CFO/AD);
•Utility Revenue Bonds;
•Tax and Revenue Anticipation Notes(TRAN);
•Bond Anticipation Notes (BAN);
•General Obligation Bonds (GO);
•Industrial Development Bonds (IDB); and
•Private Placements Loans and Notes.
At the request of the Agency, the Consultant may be engaged to provide annual debt transparency reporting to the California Debt and Investment Advisory Commission (CDIAC) for the Agency’s outstanding bond transactions as required by Government Code section 8855(k). Specifically, the Consultant will:
1. Collect the necessary information relating to Bond Proceeds for each bond transaction listed below from Agency staff or the assigned Trustee.
2. File the annual debt transparency report with CDIAC through their online reporting system.
The Consultant will provide Services as described in this Agreement for all bonds issued after January 2019.
ANNUAL ARBITRAGE REBATE REPORTING
At the request of the Agency, the Consultant may be engaged to provide to provide annual arbitrage rebate reporting for the Agency’s outstanding bond transactions as required by the Internal Revenue Service (IRS). Specifically, the Consultant will:
1. Review of all outstanding bond issues to determine the existing level of arbitrage compliance and future compliance needs;
2. Data collecting;
PSA with Urban Futures, Inc.
3. Data review and analysis; and
4. Performing calculations, including
•computing/verifying the allowable yield limit for each issue •computing the estimated rebate liability, if any, as of the bond year-end •computing the amount of excess earnings, if any, rebatable to the U.S. Treasury, as of the 5th year (or final) installment date
Fiscal Impact
Funds for these services to the Successor Agency are paid with RPTTF allocated for enforceable obligations through the ROPS process.
Attachments
Attachment 1 - Agreement
City Attorney’s Office
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN URBAN FUTURES, INC. AND SUCCESSOR AGENCY OF THE REDEVELOPMENT
AGENCY FOR CONTINUING DISCLOSURE CONSULTING SERVICES
This Agreement for Professional Services (the “Agreement”) is made and entered into as of October 22, 2024, by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, a public body, corporate and politic established pursuant to Section 34173 of the Health and Safety Code (“Successor Agency”) and Urban Futures, Inc., a California corporation ("Consultant").
RECITALS
A. The Successor Agency has determined that it requires the professional services for on-going Continuing Disclosure Services, arbitrage reporting and related financial services in connection with Successor Agency bonds, as identified in Exhibit A.
B. Consultant has submitted to Successor Agency a Scope of Work, attached hereto as Exhibit A (“Scope of Work”) and incorporated herein, to provide professional services to Successor Agency 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. Successor Agency 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 Scope of Work (Exhibit A), subject to the direction of the Successor Agency through its staff that it may provide from time to time.
2. Time of Performance.
a. Time of Essence . Time is of the essen ce 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 contempla ted pursuant to this Agreement according to the agreed -upon performance schedule in Scope of Work (Exhibit A).
b. Performance Schedule. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall pe rform all services within the time period(s) established in the Scope of Work (Exhibit A). When requested by Consultant, extensions to the time period(s) specified may be approved in writing by the Executive Director. c. Term. Unless earlier terminated as provided in this Agreement, this Agreement shall continue in full force and effect for a period commencing on July 1, 2023, and ending June 30, 2026. The Successor Agency may, at its sole discretion, extend the term of this
Agreement on a 12-month basis not to exceed 2 additional twelve (12) month renewal terms by giving written notice thereof to Consultant not less than thirty (30) days before the end of the contract term, such notice to be exercised by the Executive Director.
3. Compensation. Compensation to be paid to Consultant shall be in accordance with the fees set forth in Scope of Work (Exhibit A), which is attached hereto and incorporated herein by reference. In no event shall Consultant’s compensation for any fiscal year or portion thereof exceed thirty-six thousand five hundred dollars and No Cents ($36,500.00) without additional written authorization from the Successor Agency. Notwithstanding any provision of Consultant’s Scope of Work 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 Successor Agency under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the Successor Agency at the time of payment.
4. Method of Payment. Consultant shall promptly submit billings to th e Successor Agency describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Consultant’s bills shall be segregated by project task, if applicable, such that the Successor Agency receives a separate accounting for work done on each individual task for which Consultant provides services. Consultant’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.
Successor Agency shall pay Consultant no later than forty-five (45) days after receipt of the monthly invoice by Successor Agency staff.
5. Reserved.
6. Suspension or Termination.
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 such 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, 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 Successor Agency upon payment to Consultant for such work, and the Successor Agency 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 Successor Agency upon written request. Successor Agency 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 Successor Agency. Successor Agency further agrees to defend, indemnify and hold harmless Consultant, its officers, officials, agents, employees and volunteers from any claims, demands, actions, losses, damages, injuries,
and liability, dire ct or indirect (including any and all costs and expenses in connection therein), arising out of the Successor Agency ’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 Successor Agency 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 Successor Agency 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 Successor Agency. Successor Agency 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 Successor Agency’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 Successor Agency , be used by Consultant for any purposes other than the performance of the service s 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 Successor Agency ’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 Successor Agency.
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 Successor Agency 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 Executive Director , Successor Agency Attorney, Successor Agency Auditor, or a designated representative of these officers. Copies of such documents shall be provided to the Successor Agency for inspection at City Hall when it is practical to do so.
Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant’s address indicated for receipt of notices in this Agreement.
d. Where Successor Agency has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of C onsultant’s business, Successor Agency may, by written request by any of the above -named officers, require that custody of the records be given to the Successor Agency 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 Successor Agency.
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 Successor Agency, Consultant shall indemnify, defend, and hold harmless Successor Agency 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 Successor Agency.
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 Successor Agency, including but not limited to eligibility to enroll in PERS as an employee of Successor Agency and entitlement to any contribution to be paid by Successor Agency 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 informatio n, advice, recommendation or counsel independent of the control and direction of the Successor Agency or of any Successor Agency official, other than normal agreement monitoring; and
b. possesses no authority with respect to any Successor Agency decision beyond rendition of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).)
12. Professional Ability of Consultant . Successor Agency has relied upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter 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 acc ordance 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 Successor Agency that it has the licenses, permits, qualifications, insurance , and approvals of whatsoever natu re which are legally required of Consultant to practice its profession. Consultant represents and warrants to Successor Agency 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 Successor Agency 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 p roperty, 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 Successor Agency 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 Successor Agency 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 an d expense, shall procure and maintain, for the duration of the contract, unless modified by the Successor Agency ’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 Successor Agency at least thirty (30) days prior to such change. The insurer shall
agree to waive all rights of subrogation against Successor Agency, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for Successor Agency. In the event that Consulta nt 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 Successor Agency a Certificate of Exemption from Workers Compe nsation Insurance in a form approved by the Successor Agency 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 th e 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 Insu rance 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, incl uding 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 Automobil e 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 insur ance 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 Successor Agency , its elected or appointed officers, officials, employees, agents, and volunteers are to b e 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 primar y insurance as respects the Successor Agency, its elected or appointed officers, officials, employees, agents and volunteers.
Any insurance maintained by the Successor Agency , including any self -insured retention the Successor Agency may have, shall be co nsidered 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 Successor Agency, 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 Successor Agency, its elected or appointed officers, officials, employees, agents or volunteers.
vi. The insurance provided by this Policy shall not be s uspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the Successor Agency.
c. Deductibles and Self -Insured Retentions . Any deductibles or self -insured retentions must be declared to and approved by the Successor Agency. At the Successor Agency’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 Successor Agency as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the Successor Agency on or before commencement of performance of this Agreement. Current certific ation of insurance shall be kept on file with the Successor Agency 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 Successor Agency: Successor Agency of the
Redevelopment Agency of the City of
Lake Elsinore
Attn: Executive Director
130 South Main Street
Lake Elsinore, CA 92530
With a copy to: Successor Agency of the
Redevelopment Agency of the City of
Lake Elsinore
Attn: Agency Secretary
130 South Main Street
Lake Elsinore, CA 92530
If to Consultant: Urban Futures, Inc.
Attn: Michael P. Busch
17821 East 17th Street, Suite 245
Tustin, Ca 92780
18. Entire Agreement . This Agreement constitutes the complete and exclusive statement of Agreement between the Successor Agency 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 Successor Agency and approved as to form by the Successor Agency Attorney.
20. Assignment and Subcontracting . The parties recognize that a substantial inducement to Successor Agency 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 Successor Agency 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 Successor Agency. 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 Successor Agency. If Successor Agency consents to such subcontract, Consultant shall be fully responsible to Successor Agency for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between Successor Agency and any subcontractor , nor shall it create any obligation on the part of the Successor Agency to pay or to see to the payment of any monies due to any such sub contractor 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 Agreemen t 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.
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 Executive Director is authorized to enter into an amendment or otherwise take action on behalf of the Successor Agency 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, Successor Agency shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of Successor Agency, during the term of his or her service with Successor Agency, 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 . Co nsultant 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 agr eed 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 Successor Agency, 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.
[Signatures on next page]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.
“SUCCESSOR AGENCY”
Successor Agency of the Redevelopment
Agency
“CONSULTANT”
Urban Futures, Inc.
Jason Simpson, Executive Director
ATTEST:
By: Michael P. Busch
Its: President & CEO
Agency Clerk
APPROVED AS TO
FORM:
Agency Attorney
Attachments: Exhibit A – Consultant’s Scope of Work
EXHIBIT "A" CONSULTANT’S SCOPE OF WORK
CONTINUING DISCLOSURE
The CONSULTANT will provide full annual continuing disclosure reporting for all of the AGENCY'S outstanding bond transactions as required by the Securities Exchange Commission's Rule 15c2-12 and in accordance with the specific disclosure reporting requirements detailed in each respective bond transcript. Specifically, CONSULTANT will:
1. Collect the necessary financial and statistical information from AGENCY staff, auditors, and any other source as required.
2. Transmit the annual report for each bond transaction listed below to the Municipal Securities Rulemaking Board's (MSRB) nationally recognized data repository known as EMMA.
3. Monitor each bond transaction listed below , on an on -going basis , for any occurrence of material events.
The CONSULTANT will provide Services as described in this agreement for the following bond transaction(s):
• Tax Allocation Bonds (TAB);
And if the Agency has any, services also for:
• Certificates of Participation (including Transportation Sales Tax) (COP); • Lease Revenue Bonds (LRB);
• Pension Obligation Bonds (PPOB);
• Community Facilities/ Assessment Districts (CFO/AD);
• Utility Revenue Bonds;
• Tax and Revenue Anticipation Notes (TRAN);
• Bond Anticipation Notes (BAN);
• General Obligation Bonds (GO);
• Industrial Development Bonds (IDB); and
• Private Placements Loans and Notes.
EXHIBIT "A"
ANNUAL DEBT TRANSPARENCY REPORTING
At the request of the AGENCY, the CONSULTANT may be engaged to provide annual debt transparency reporting to the California Debt and Investment Advisory Commission (CDIAC) for the AGENCY'S outstanding bond transactions as required by Government Code section 8855(k) .
Specifically, CONSULTANT will:
1. Collect the necessary information relating to Bond Proceeds for each bond transaction listed below from AGENCY staff or the assigned Trustee.
2. File the annual debt transparency report with CDIAC through their online reporting system.
The CONSULTANT will provide Services as described in this agreement for all bond's issues after January 2019.
ANNUAL ARBITRAGE REBATE REPORTING
At the request of the AGENCY, the CONSULTANT may be engaged to provide to provide annual arbitrage rebate reporting for the AGENCY'S outstanding bond transactions as required by the Internal Revenue Service (IRS). Specifically, CONSULTANT will:
1. Review of all outstanding bond issues to determine the existing level of arbitrage compliance and future compliance needs;
2. Data collecting;
3. Data review and analysis; and
4. Performing calculations, including:
o computing/verifying the allowable yield limit for each issue o computing the estimated rebate liability, if any, as of the bond year-end o computing the amount of excess earnings, if any, rebatable to the o U.S. Treasury, as of the 5th year (or final) installment date
EXHIBIT "A" COMPENSATION
RATES AND CHARGES
CONTINUING DISCLOSURE FEE SCHEDULE
BOND TRANSACT/ON TYPE PER OFFICIAL
STATEMENT
ADDITIONAL SERIES (UNDER
ONE OFFICIAL STATEMENT)
Tax Allocation $1,850 $500
Certificate of Participation, Lease
Revenue, Pension Obligation,
General Obligation, Industrial
Development
$1,650 $500
Utility Revenue, Community
Facilities and Assessment
Districts
$1,500 $500
Tax and Revenue Anticipation
Notes, Bond Anticipation Notes,
Private Placement Loans and
Notes
$1,000 $500
The contract rate shall be adjusted each year by the Consumer Price Index: United States Department of Labor Bureau of Labor Statistics, www.data.bls.gov, CPI, US-All Urban Consumers (Base Period 182-84 = 100) on June of each year.
ANNUAL DEBT TRANSPARENCY REPORTING
When requested, the California Debt Investment Advisory Commission (CDIAC) Annual Debt Transparency Reports will be prepared for $600 per bond, per year, for the first year, and $175 per bond, per year thereafter.
ANNUAL ARBITRAGE REBATE REPORTING
When requested, the Annual Arbitrage Rebate Reports will be prepared for $500 per bond, per year.
20)
Legal Services Agreement with Leibold McClendon & Mann PC for Legal Services to the Successor Agency
Approve and authorize the Executive Director to execute the Legal Services Agreement with Leibold McClendon & Mann PC for ongoing legal services to the Successor Agency in such final form as approved by the Executive Director.
REPORT TO SUCCESSOR AGENCY
To:Honorable Chair and Members of the Successor Agency
From:Jason Simpson, Executive Director
Prepared by:Barbara Leibold, Agency Counsel
Date:October 22, 2024
Subject:Legal Services Agreement with Leibold McClendon & Mann PC for Legal Services to the Successor Agency
Recommendation
Approve and authorize the Executive Director to execute the Legal Services Agreement with Leibold McClendon & Mann PC for ongoing legal services to the Successor Agency in such final form as approved by the Executive Director.
Background
Leibold McClendon & Mann PC (LMM) served as General Counsel to the former Redevelopment Agency of the City of Lake Elsinore from July 1, 1997, until the Agency was dissolved on January 31, 2012, pursuant to Assembly Bill 1x 26, as amended by AB 1484. Since dissolution, LMM has provided legal services to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore.
Discussion
LMM routinely represents the Successor Agency in matters before the Riverside Countywide Oversight Board and the California Department of Finance. In connection with its review of the Successor Agency’s Amended ROPS 24-25B, the Department of Finance requested that the Agreement for legal services to the Successor Agency be documented in a separate standalone agreement distinct from LMM’s Legal Services Agreement in its capacity as City Attorney.
Legal Services Agreement - LMM
The purpose of the proposed Agreement is to continue the relationship with LMM as Agency Counsel. The scope of services includes all matters relating to the Recognized Obligations Payment Schedule (ROPS), implementation of enforceable obligations (including the Summerly DDA and Stadium agreements), and real property transactions. LMM has provided excellent services to the Agency and has successfully defended the Agency’s interests against Department of Finance challenges. LMM possesses the expertise and institutional knowledge necessary to serve the best interests of the Successor Agency.
Fiscal Impact
Funds for these services to the Successor Agency are paid with RPTTF allocated for enforceable obligations through the ROPS process.
Attachments
Attachment 1 - Agreement
City Attorney’s Office
1 AGREEMENT FOR LEGAL SERVICES
This Agreement for Legal Services (the “Agreement”) is made and entered into as of the 22nd day of October, 2024, by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, a public body, corporate and politic (the “Agency”), on the one hand, and Leibold, McClendon & Mann, a professional corporation (“LMM”), on the other hand.
RECITALS
A. The former Redevelopment Agency of the City of Lake Elsinore engaged LMM to perform the duties of the office of Agency General Counsel by Agreement dated July 1, 1997 and by amendment thereafter.
B. LMM served as General Counsel to the former Redevelopment Agency of the City of Lake Elsinore from July 1, 1997 until the Agency was dissolved on January 31, 2012, pursuant to Assembly Bill 1x 26, as amended by AB 1484. Since its dissolution, LMM has provided legal services to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore.
C. LMM possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.
D. Agency and LMM desire to enter into this Agreement to provide for continuity in the provision of legal services to the Agency.
AGREEMENT
1. Scope of Services. By this Agreement, Agency retains LMM to perform the duties of Agency General Counsel. LMM shall provide said services at the time, place, and in the manner subject to the direction of the Agency Board. In connection with the performance of the duties of the Agency General Counsel, Agency agrees to be truthful with LMM, to cooperate with LMM’s representation, and to make available, in prompt and businesslike manner, all necessary and available documentation and background data as may be necessary from time to time.
2. Term of Agreement. The terms and conditions under this Agreement shall commence on July 1, 2024 and shall continue thereafter until amended or terminated by written agreement.
3. Compensation. Compensation to be paid to LMM shall be in accordance with the Schedule of Charges set forth in Exhibit A, which is attached hereto and incorporated herein by reference.
4. Method of Payment. LMM shall submit monthly billings to Agency describing the work performed during the preceding month. LMM’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. Services will be billed in increments of one-tenth (1/10th) of an hour. Agency shall pay LMM no later than 30 days after approval of the monthly invoice by the Agency Executive Director or designee. 2 SA Counsel. Legal Services Agreement
5. Termination. LMM serves at the will of the Agency Board. This Agreement may be terminated by the Agency immediately for cause or by either party without cause upon thirty (30) days’ written notice of termination. Upon termination, LMM shall be entitled to compensation for services performed up to the effective date of termination.
6. Ownership of Documents. All writings prepared by LMM in the course of implementing this Agreement, except working notepad, preliminary draft and internal documents, are the property of the Agency.
7. LMM’s Books and Records.
a. LMM 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 Agency for a minimum period of three (3) years, or for any longer period required by law, from the date of payment to LMM under this Agreement.
b. LMM 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 of this Agreement. c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit by the Agency Executive Director, Agency Auditor or Agency Member(s), at any time during regular business hours, upon written request by the Agency Council. Copies of such documents shall be provided to the Agency for inspection at Agency Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at LMM’s address indicated for receipt of notices in this Agreement. Nothing herein shall require or permit the release or inspection of any privileged document without the express written waiver of such privilege by the Agency Board. d. Where Agency has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of LMM’s business, Agency may, by written request by any of the above-named officers, require that custody of the records be given to the Agency and that the records and documents be maintained in Agency Hall.
8. Independent Contractor. It is understood that LMM, 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 Agency. LMM shall obtain no rights to retirement benefits or other benefits which accrue to Agency’s employees, and LMM hereby expressly waives any claim it may have to any such rights.
9. Interests of LMM. LMM (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 LMM’s services hereunder. LMM 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.
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10. Professional Ability of LMM. Agency has relied upon the professional training and ability of LMM to perform the services hereunder as a material inducement to enter into this Agreement. LMM shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by LMM 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 LMM’s field of expertise.
11. Compliance with Laws. LMM shall use the standard of care in its profession to comply with all applicable federal, state and local laws, codes, ordinances and regulations.
12. Licenses. LMM represents and warrants to Agency that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of LMM to practice its profession. LMM represents and warrants to Agency that LMM 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 LMM to practice its profession.
13. Indemnity. LMM agrees to defend, indemnify and hold harmless the Agency, its officers, officials, agents, employees and volunteers from and against any and all 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 performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement, except for any such claim arising out of the sole negligence or willful misconduct of the Agency, its officers, agents, employees or volunteers.
14. Professional Liability Coverage. LMM shall maintain professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors or omissions which may arise from LMM’s operations under this Agreement, whether such operations by the LMM or by its employees, subcontractors, or subconsultants. 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.
15. 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 Agency: Successor Agency of the Redevelopment Agency of the City of Lake Elsinore
Attn: Agency Executive Director
130 South Main Street
Lake Elsinore, CA 92530
If to LMM: Leibold, McClendon & Mann, P.C.
Attn: Barbara Leibold
9841 Irvine Center Drive, Suire 230
Irvine, CA 92680
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16. Entire Agreement. This Agreement is an amendment and restatement of the Existing Agreement and constitutes the complete and exclusive statement of Agreement between the Agency and LMM. All prior written and oral communications, including the Existing Agreement, correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement.
17. Amendments. This Agreement may be modified or amended only by a written document executed by both LMM and Agency and approved as to form by the Agency Counsel.
18. Assignment and Subcontracting. The parties recognize that a substantial inducement to Agency for entering into this Agreement is the professional reputation, experience and competence of LMM. LMM shall be fully responsible to Agency for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of the LMM under this Agreement will be permitted only with the express consent of the Agency. LMM shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the Agency. If Agency consents to such subcontract, LMM shall be fully responsible to Agency for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between Agency and any subcontractor nor shall it create any obligation on the part of the Agency to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law.
19. 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.
20. 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.
21. 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.
22. 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.
23. 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. It the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS/ENDISPUTE (“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.
24. 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 5 SA Counsel. Legal Services Agreement
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.
25. Authority to Enter Agreement. LMM 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.
26. Prohibited Interests. LMM maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for LMM, to solicit or secure this Agreement. Further, LMM 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 LMM, 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, Agency shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of Agency, during the term of his or her service with Agency, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
27. Equal Opportunity Employment. LMM 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.
LMM shall also comply with all relevant provisions of Agency’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed on the date first written above.
SUCCESSOR AGENCY OF THE /: LEIBOLD, REDEVELOPMENT
AGENCY OF THE MCCLENDON & MANN, P.C.
CITY OF LAKE ELSINORE:
____________________________________
__________________
___________
By: Jason Simpson, Executive Director By: Barbara Leibold ATTEST:
________________________
Agency Secretary
EXHIBIT “A”
SCHEDULE OF CHARGES
Legal services provided to the Successor Agency shall be compensated at a rate of $325 per hour for shareholder/partner attorneys and $275 for associate attorneys; services provided by paralegals shall be compensated at a rate of $120 per hour.
Third Party Reimbursements. All legal services provided to the Agency for which the Agency receives reimbursement from a third party, as determined according to the mutual agreement of the parties on a case-by-case basis, shall be billed at LMM’s then current published standard private client rates, minus ten percent (10%). If LMM believes that a matter falls within the reimbursed services category, LMM shall first seek approval from the Agency Executive Director.
Adjustments to Rates. The rates provided in this Exhibit shall be automatically adjusted as follows: On July 1, 2025 and every July 1st thereafter during the term of the Agreement, all rates shall be adjusted for changes in the cost of living for the most recently published twelve (12) month period, as shown by the U.S. Department of Labor in its All Urban Consumer Index set forth for the Riverside area.
Cost Reimbursement and Exceptions. The Agency shall reimburse LMM for all reasonable and necessary out-of-pocket expenses incurred by LMM in providing legal services. Authorized reimbursable expenses shall include, but are not limited to, printing and copying expenses (at $0.15 per page, or at cost if provided by third party copy services), mileage expenses at the rate allowed by the Internal Revenue Service (except as provided below), court fees, computerized research time (e.g., Lexis or Westlaw), extraordinary mail or delivery costs (e.g., courier, overnight and express delivery), actual fees and expenses (no mark-up) for consultants retained by LMM, and similar costs relating to the services that are generally chargeable to a client.
However, no separate charge shall be made by LMM for secretarial or word processing services, and no mileage shall be charged for attendance at any meeting scheduled within the City of Lake Elsinore.