1984-180-Authorizing The Mayor And Town Manager Negotiate And Execute A Contract With Rauscher Pierce Refsnes, Inc. And Wilbur Smith And Associates, Inc.RESOLUTION NO. 1984 -180
A RESOLUTION AUTHORIZING THE MAYOR AND TOWN MANAGER
NEGOTIATE AND EXECUTE A CONTRACT WITH
RAUSCHER PIERCE REFSNES, INC. AND
WILBUR SMITH AND ASSOCIATES, INC.
BE IT RESOLVED by the Town Council of the Town of Los Gatos,
California, that the Town Manager is authorized to negotiate and
the Mayor is authorized to execute a contract between the TOWN
and RAUSCHER PIERCE REFSNES, INC. and WILBUR SMITH AND ASSOCIATES,
INC. for the provision of economic and financial consultant services
relating to the Town's Parking Improvement Program.
PASSED AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF LOS GATOS,
CALIFORNIA, at a regular meeting held this 15th
day of October , 1984, by the following vote:
AYES: COUNCILMEMBERS Joanne Benjamin, Eric D.
Carlson, Terrence J. Daily, Brent N
Ventura and Mayor Thomas J Ferrito
NOES: COUNCILMEMBERS None
ABSENT: COUNCILMEMBERS None
ABSTAIN: COUNCILMEMBERS
SIGNED: X Z e ac
11AYOR OF THE TOWN OF LOS GATOS
ATTEST:
CLER OF THE ._OWN OF LOS G
AGREEMENT
This agreement is made and entered into on November 21, , 1984, by
the TOWN OF LOS GATOS (TOWN) and RAUSCHER PIERCE REFSNES, INC. RPR ) and WILBUR
SMITH AND ASSOCIATES (WSA).
1. The Town desires to contract for the performance of a financial and
economic study relative to the Town's parking program.
2. RPR and WSA are willing to perform such professional services upon the
terms and conditions herein set forth.
The parties do hereby agree as follows:
Section I.
SERVICES TO BE PROVIDED
PHASE I - COST /REVENUE ANALYSIS
The initial study phase will be conducted by WSA (Wilbur Smith and Associates).
The objective of Phase I is to confirm the capital cost, operating costs, and
revenues related to the proposed parking program. This will include the
preparation of capital cost estimates for the parking facilities program and the
meter installation program. These estimates will be based on a level of
engineering detail suitable to serve as support for a bond issue or other public
financing program. The annual costs of operating and maintaining the facilities
and the meters will be estimated based on the actual experience of other
California cities with reference to the Town wage scale. Studies of parking
utilization and demand characteristics will be employed to forecast potential
parking revenues. Finally, the potential costs of the parking enforcement program
will be assessed and related to the anticipated revenues from the enforcement
program.
The Phase I Work Plan work consists of four tasks as defined below:
TASK I - DEVELOP CAPITAL COSTS ESTIMATES
The proposed parking program consists of various parking facilities being
considered by the Town. The Town shall determine and advise WSA of these various
facilities no later than October 31, 1984. WSA shall develop functional design
plans for each of the facilities and facility configurations as outlined by the
Town. These plans will then be used to prepare a construction cost estimate and a
total development cost estimate for each facility. WSA will utilize to the extent
possible the work conducted to date by the Town. The cost estimates shall be
prepared using recognized, unit costing techniques which will provide a credible
base for establishing the parking program.
In addition to the parking facility program the Town may install up to 1350
parking meters or other parking revenue collection systems at the on and
off - street public parking facilities in the proposed parking district. WSA shall
examine each off - street parking facility and identify the type of revenue
collection system which would offer the greatest operational convenience and the
greatest cost effectiveness. In addition to parking meters, a variety of
collection systems exist including:
o Fee collection boxes;
o Automated fee collection systems;
o Attendant- operated fee collection;
o Fee collection through permit sales.
Each of these systems has different cost and operational characteristics. WSA
shall evaluate the suitability of these systems in each situation and develop an
overall parking revenue collection system plan. The costs of the revenue
collection equipment and equipment installation shall be estimated. A technical
working paper (5 copies) shall be prepared and submitted to the Town providing a
complete summary of the parking program facilities, revenue collection plan and
development costs.
TASK 2 - OPERATING COST ANALYSIS
The annual costs of operating each of the proposed facilities and the revenue
collection equipment will be estimated. These estimates will be based upon the
recorded experience of the Town of Los Gatos, as well as the experience of other
comparable cities. The cost estimates will include maintenance costs, costs of
utilities, management costs, and insurance costs. In addition, the costs of
providing enforcement within the parking district will be determined.
TASK 3 - REVENUE ANALYSIS
An accurate assessment of the revenue plan to be generated within the parking
district is of critical importance to the overall parking financing program. It
is important to determine if the actual first year revenues will approach a
theoretical potential revenue based on current utilization. Again, an allowance
for users adjustment, plus implementation phasing impact should be considered.
Typically, revenue estimates shall be prepared for years 1, 3, 5 and 10 to reflect
the effects of maturation of the parking district.
The concept of "paid" parking will be new to Los Gatos. A period of adjustment to
the institution of parking fees will be needed. A degree of uncertainty will
exist as to the exact user response to the program. As a result, WSA shall
identify a plan for phasing the revenue collection program implementation which
will allow the Town to monitor the reaction to the program, and perhaps fine -tune
aspects of the program as it is implemented.
The initial step in the revenue estimating process shall be a review of existing
parking utilization and demand characteristics. The Town's Engineering Department
has collected significant data relating to the level of utilization of both on and
off - street parking throughout the day. WSA shall supplement this information with
field studies of parking turnover characteristics. Turnover rates establish how
many parkers use a given parking space during a day and how long the average
parker stays in the space. This information is critical to the estimation of
revenues.
The next step will be the identification of alternative fee structures to be used
in estimating revenues. WSA shall test various fee levels and fee structure
concepts to assist the Town in developing a fee policy. For each fee structure,
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an estimate of parking revenues will be prepared. Estimates of enforcement
revenues shall also be prepared. These shall be based upon current Town
experience and upon expected parking reaction to the parking fees.
A working paper shall be prepared representing the result of the operating cost
and revenue analysis and recommendations for a fee structure.
TASK 4 - PHASE I REPORT
WSA shall prepare a report presenting the findings of Phase I. The report shall
present:
1. A description of the parking program and program alternatives.
2. The capital cost estimates for the parking program and program
alternatives.
3. The operating cost estimates for the parking program for each facility
and for the total program as well as alternatives.
4. The estimates of parking revenues for the first ten years of operating
for each fee system alternative and for the recommended alternative.
A draft of this report shall be provided for Town staff review (5 copies). Upon
receipt of staff comments a final report shall be prepared (25 copies). The con-
sultant shall be available to present the report to the parking commission. The
report shall establish the basis for the developing of a financing program Phase
II of the study effort.
During the course of the study, WSA shall be available to attend up to a total of
seven meetings of the Parking Commission and the Parking Authority. Additionally,
any comments which are received on each of the two interim working papers will be
addressed in the final report. WSA shall not be obligated to include the
production of revised versions of individual working papers. However, critical
issues will be addressed in subsequent memoranda and the final report.
PHASE II - FUNDING ALTERNATIVES
RPR shall perform the following services in a diligent manner:
1. Review and analyze available data and information which may have a bearing on
a program for financing the construction of the proposed parking improvements,
including all improvements detailed in the Phase I described above.
2. Provide advice, consultations, and recommendations, as requested, on the
following:
a. Applicable methods of financing the proposed improvements, the advantages
and disadvantages of each method and the general financing requirements
or restrictions applicable to each method.
b. Available sources of revenue which might be used to amortize the
indebtedness to be incurred for the capital costs of the improvements.
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c. The financial effects of the financing program on typical property
owners, taxpayers or beneficiaries of the improvements.
d. An opinion as to financial feasibility and advisability, of the project
undertaken.
e. Procedural steps to be taken and timing of actions.
3. If requested by the Town, assist in the selection of bond counsel, paying
agent and bond printer.
4. Appear at a reasonable number of public meetings to explain the financial
aspects of the program and to provide factual information regarding the
project and the financial program.
5. If the issuance of bonds or other evidences of indebtedness to finance
all or part of the costs of the proposed improvements is authorized,
recommend to the Town the exact terms and conditions under which the
securities are to be issued and sold, including timing and method of sale,
final amortization or repayment schedules, call and redemption features,
sinking fund requirements, application of revenues and other details.
6. Upon approval by Town of final financing details and upon direction by
Town to do so, prepare the text and other material for an official
statement or bond prospectus describing the improvements, the securities
and their security and the economic and financial background of the Town.
7. With prior consultation with the Town, arrange for printing and
distribution of the bond prospectus and other related material to a
comprehensive list of prospective bond underwriters. Town shall reimburse
Consultant for cost of printing and distributing the official statement
and related material.
8. If advisable, meet with bond rating agencies to obtain the highest
possible rating on the securities proposed to be issued.
9. Investigate and, if cost - effective, apply for municipal bond insurance on
the securities to be offered for sale.
10. Effect direct personal contact with dealers and investors to stimulate
interest in any securities issued and advise on technical questions con-
cerning the financing.
11. Take such other steps as appear advisable to encourage strong competitive
bidding for the securities.
12. At the time of receipt of bids for securities, calculate bids and
recommend award of the securities to the best bidder if such award will
permit the financing program to proceed within acceptable interest rate
levels.
aC
13. If requested by Town, prepare a reinvestment program for unused proceeds
of the financing pending disbursement in order to maximize the reinvest-
ment income for application to project costs.
14. During the entire course of employment hereunder, Consultant shall be
available at reasonable times for consultation and advice relating to the
financial aspects of the contemplated improvement program.
15. As an alternative to Paragraphs 1 -4 above, if permitted by the Town and
by statute, will act as managing underwriter, subject to approval of all
actions by the Town. The services provided would closely coincide with
those set forth in Paragraphs 1 -14 above.
Section II.
TIMETABLE
The Phase I- Cost /Revenue Analysis to be conducted by WSA shall be completed no
later than December 31, 1984. Phase II activities to be conducted by RPR shall
commence immediately after the completion of Phase I. Items 1 and 2 in the RPR
work program shall be completed no later than February 28, 1985. Subsequent items
in the RPR work program shall be completed in conjunction with the overall work
program schedule of the Town Parking Commission. That schedule includes specific
determination of an overall financing program to be made by the Parking Commission
and Parking Authority no later than March 31, 1985.
Section III
PAYMENT FOR SERVICES
WSA shall undertake and complete Phase I to the satisfaction of the Town for a
lump sum amount of $16,000. Payment will be contingent upon the completion of
each task of Phase I activities. Progress payments shall be made based on the
completion of each task per the following schedule:
Task Fee
-r Capital Costs T7,000
2 Operative Costs 2,000
3 Revenue Analysis 7,000
4 Report 2,000
$16,000
WSA shall submit invoices directly to the Town. Invoices shall be paid consistent
with the Town's normal payment schedule.
RPR shall be compensated for its work as follows:
1. For each competitive sale of securities on which RPR acts as financing
consultant, Town agrees to pay RPR the following fees at the times and subject
to the conditions specified:
A such of $15,000, plus
(a) a sum equal to one -half of one percent (1/2 of 1 %) of the first one
million dollars ($1,000,000) of securities issued, plus
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(b) a further sum equal to one - quarter of one percent (1/4 of 11) of the
next two million dollars ($2,000,000) of securities issued, plus
(c) a further sum equal to one - eighth of one percent (1/8 of 1 %) of all
financing in excess of three million dollars ($3,000,000).
All fees under this paragraph are subject to and contingent upon sale of the
securities and are to be paid from bond proceeds at the closing.
2. If the Town designates RPR to serve as underwriter on a negotiated sale of
securities, RPR will waive the above consulting fee and accept payment for
both management and underwriting services in the form of a negotiated discount
to be deducted from bond proceeds at the closing.
Section IV
COOPERATION OF TOWN
1. Town agrees to cooperate with RPR and WSA and their representatives in every
reasonable way to the end that they may obtain, in a timely manner, all
information and data required to diligently perform the services described
above.
Other Considerations (RPR and WSA)
1. RPR and WSA are employed hereunder to render a professional service within the
scope of its training and experience as municipal financing consultants and
any payments made to it are compensation solely for such service and advice.
Outside of their normal office overhead and traveling costs to and from their
San Francisco offices and Town to perform the services contracted for, RPR and
WSA
are not responsible for and shall not be held liable for any other expense or
expenditure of any kind, including the following:
(a) Any and all legal, architectural or engineering expense of any kind
whatever.
(b) Any and all expense in connection with hearings, proceedings and due
issuance of securities.
(c) Any printing, advertising, publicity and distribution of such material or
data as Town may wish to have prepared in connection with RPR and WSA's
services except such written information concerning the proposed
financing program as may be required to advise Town of RPR and WSA's
recommendations.
2. RPR and WSA will be permitted to carry on their usual business activities,
including the performance of other additional services for Town, should they
so desire such additional services, and to perform similar services for other
cities, districts, or public entities.
3. This contract may be terminated by either party. Cancellation shall be
effected:
(a) For the period when WSA activities involve Tasks I -IV of Phase 2 under
"Services to be Provided," termination would occur thirty (30) days after
mailing of notice of cancellation.
M For that period when RPR and WSA's activities involve Paragraphs 1 -4
under "Services to be Provided ", termination would occur 30 days after
mailing of notice of cancellation.
(c) For that period when RPR and WSA's activities involve Paragraphs 5 -15
under "Services to be Provided" termination would occur 45 days after
mailing of notice of cancellation.
In the event of termination by either party, RPR and WSA shall be compensated for
material ordered by RPR and WSA or their employees, or authorized services of
others ordered by RPR and WSA or their employees prior to certified receipt of
notice of cancellation whether or not such materials or final instruments of
services of others have actually been delivered, provided that RPR and WSA are
not themselves able to cancel such orders for materials or for services of others.
RPR and WSA shall make reasonable efforts and use due diligence to cancel such
orders for materials or services of others.
Other Considerations (TOWN)
Assignability
RPR and WSA shall not assign or transfer interest in this contract without the
prior written consent of the Town.
Amendment
It is mutually understood and agreed that no alteration or variation of the
terms of this contract shall be valid unless made in writing, signed by the
parties hereto, and approved by all necessary parties.
Insurance
RPR and WSA shall provide satisfactory evidence to Town that, during the term
of this Agreement, RPR and WSA individually have the following coverages:
Comprehensive Automobile General Liability Insurance, including:
a. Bodily injury and property damage limits of not less than $1,000,000
each occurence;
b. Products and complete operations;
C. Full personal injury coverage, including but not necessarily limited
to offenses generally categorized as Groups A, B, and C;
d. Contractual liability coverage sufficiently broad so as to include
the liability assumed by the RPR and WSA in the indemnity or
hold - harmless article included in this Agreement;
e. Extension of coverage to the Town as named or additional insured.
2. Workers' Compensation insurance for RPR and WSA's employees.
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and
WSA shall provide satisfactory evidence to Town that during the term of this
Agreement they shall have the following coverage:
Possession of errors and omissions insurance of not less than $1,000,000
each occurrence.
Hold Harmless
RPR agrees to defend, indemnify, and hold TOWN, its boards, officers, agents,
and employees harmless of, from and against any claims, charges, damages,
costs, expenses (including attorney fees), judgments, liabilities or losses of
any kind of nature whatsoever which may be sustained or suffered by or secured
against Town, its boards, officers, agents, and employees by reason of bodily
injury or property damage arising from acts or omissions of contracts arising
from performance as required by this agreement.
WSA agrees to defend, indemnify, and hold TOWN, its boards, officers, agents,
and employees harmless of, from and against any claims, charges, damages,
costs, expenses (including attorney fees), judgments, liabilities or losses of
any kind of nature whatsoever which may be sustained or suffered by or secured
against Town, its boards, officers, agents, and employees by reason of bodily
injury or property damage arising from acts or omissions of contracts arising
from performance as required by this agreement.
Compliance with Town Code
RPR and WSA shall comply with all applicable provisions of the Town Code of
the Town of Los Gatos.
Notice
Notice required to be given to RPR and WSA shall be deemed to be duly and
properly given if mailed to RPR and WSA postage prepaid, and addressed to:
RAUSCHER PIERCE REFSNES, INC.
One California Street, Suite 2630
San Francisco, CA 94111
WILBUR SMITH AND ASSOCIATES
282 Second Street
San Francisco, CA 94105 -3189
or personally delivered to RPR and WSA at such address.
Notice required to be given to Town shall be deemed to be duly and properly
given if mailed to Town, postage prepaid, and addressed to:
TOWN CLERK
Town of Los Gatos
P.O. Box 949
Los Gatos, CA 95031
ff:15
TOWN OF LOS GATOS
GYe) i 4 t 2k---/
yor of the Town of tos Gatos
RAUSCHER PIERCE REFSNES, INC.
By
-.Janet E. Hawkins
Assistant Vice President
WILBUR SMITH AND ASSOCIATES
Y
APPROVED AS TO FORM:
Town Att¢j-�h'ey
APPROVED AS TO CONTENT:
Town Manager