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HomeMy WebLinkAboutAG RPTS 2013 0108 OB SPC Resolution No. OB-2013-36 NOTICE AND CALL OF A SPECIAL MEETING OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK NOTICE IS HEREBY GIVEN that a Special Meeting of the Oversight Board to the Successor Agency of the Redevelopment Agency of the City Moorpark is hereby called to be held on Tuesday, January 8, 2013, commencing at 3:30 p.m. Said meeting will convene in the Moorpark Community Center located at 799 Moorpark Avenue, Moorpark, California. Said Special Meeting shall be for the purpose of considering the following: 1. CALL TO ORDER: 2. PLEDGE OF ALLEGIANCE: 3. ROLL CALL: 4. PUBLIC COMMENT: 5. REORDERING OF, AND ADDITIONS TO, THE AGENDA: (Pursuant to Oversight Board Rules of Procedure,Section 2.9,Items to be withdrawn from the Consent Calendar shall be identified at this time.) All writings and documents provided to the majority of the Board Members regarding all open-session agenda items are available for public inspection at the City Hall public counter located at 799 Moorpark Avenue during regular business hours. Agenda packets for Oversight Board meetings are also available on the City's website at www.ci.mooraark.ca.us. Any member of the public may address the Board during the Public Comments portion of the Agenda,unless it is a Presentation/Action/Discussion item. Speakers who wish to address the Board concerning, a Presentations/Action/Discussion item must do so during the Presentations/Action/Discussion portion of the Agenda for that item. Speaker cards must be received by the City Clerk for Public Comment prior to the beginning of the Public Comments portion of the meeting;and for a Presentation/Action/Discussion item,and prior to the Chairperson's call for speaker cards for each Presentation/Action/Discussion agenda item. A limitation of three minutes shall be imposed upon each Public Comment and Presentation/Action/Discussion item speaker. Written Statement Cards may be submitted in lieu of speaking orally for Presentation/Action/Discussion items. Any questions concerning any agenda item may be directed to the City Clerk's office at 517-6223. Special Meeting of the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Moorpark January 8, 2013 Page 2 6. PRESENTATION/ACTION/DISCUSSION: A. Consider Resolution Approving Independent Accountant's Report on Applying Agreed-Upon Procedures for Due Diligence Review Pursuant to Health and Safety/Code Section 34179.5 for All Other Funds Except the Low and Moderate Income Housing Fund. Staff Recommendation: Adopt Resolution No. OB-2013-_. (Staff: Ron Ahlers) 7. CONSENT CALENDAR: A. Consider Resolution Approving Minutes of Regular Meeting of December 18, 2012. Staff Recommendation: Adopt Resolution No. OB-2013-_ B. Consider Resolution Awarding Agreement to NCM Demolition and Remediation L.P. for the Removal of Underground Storage Tanks (UST) and Demolition of Structures at 412/450 High Street (Project 5084). Staff Recommendation: Adopt Resolution NO. OB-2013-_, authorizing the Agreement, subject to final language approve of the Executive Director and City Attorney. (Staff: David Bobardt) 8. ANNOUNCEMENTS AND FUTURE AGENDA ITEMS: A. Announcements. B. Future Agenda Items. 9. ADJOURNMENT: Dated: December 28, 2012. �- Maureen Benson, City Clerk In compliance with the Americans with Disabilities Act,if you need special assistance to review an agenda or participate in this meeting,including auxiliary aids or services,please contact the City Clerk's Division at(805) 517-6223. Upon request,the agenda can be made available in appropriate alternative formats to persons with a disability. Upon advance notification of the need for disability-related modification or accommodation, reasonable arrangements will be made by City staff to provide accessibility to the meeting (28 CFR 35.102- 35.104;ADA Title 11). Special Meeting of the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Moorpark January 8, 2013 Page 3 STATE OF CALIFORNIA ) COUNTY OF VENTURA ) ss CITY OF MOORPARK ) AFFIDAVIT OF POSTING I, Maureen Benson, declare as follows: That I am the City Clerk of the City of Moorpark and that a notice for a Special Meeting of Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Moorpark to be held Tuesday, January 8, 2013, at 3:30 p.m. in the Council Chambers of the Moorpark Community Center, 799 Moorpark Avenue, Moorpark, California, was posted on December 28, 2012, at a conspicuous place at the Moorpark Community Center, 799 Moorpark Avenue, Moorpark, California. I declare under penalty of perjury that the foregoing is true and correct. Executed on December 28, 2012. Maureen Benson, City Clerk SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK MEETING ITEM 6.A. Of ACTION: BY: OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK AGENDA REPORT TO: Oversight Board to the Successor Agency FROM: Ron Ahlers, Finance Director DATE: December 19, 2012 (Special Oversight Board Meeting January 8, 2013) SUBJECT: Consider Resolution Approving Independent Accountant's Report on Applying Agreed-Upon Procedures for Due Diligence Review Pursuant to Health and Safety Code Section 34179.5 for All Other Funds Except the Low and Moderate Income Housing Fund SUMMARY AB 1484, signed by the Governor on June 27, 2012, requires that by December 15, 2012 the Successor Agency shall provide a due diligence review "for all of the other fund and account balances" except the Low and Moderate Housing Fund to the Oversight Board, the County Auditor-Controller, the Controller, and the Department of Finance. We have received the Independent Accountant's Report on Applying Agreed- Upon Procedures for Due Diligence Review Pursuant to Health and Safety Code Section 34179.5 for "All Other Funds except the Low and Moderate Income Housing Fund" from Rogers, Anderson, Malody & Scott, LLP (RAMS). Staff has submitted this report to the County Auditor-Controller, the Controller, and the Department of Finance via email. The amount to be remitted to County for disbursement to taxing entities is zero (see bottom of page 14). Staff is requesting the Oversight Board consider the attached Resolution to approve Independent Accountant's Report on Applying Agreed-Upon Procedures for Due Diligence Review Pursuant to Health and Safety Code Section 34179.5 for All Other Funds Except the Low and Moderate Income Housing Fund. 1 Oversight Board to the Successor Agency January 8, 2013 Page 2 DISCUSSION The attached report is for all the other funds except the Low and Moderate Income Housing Fund of the former Redevelopment Agency of the City of Moorpark (Agency). The report notes no issues except for the bond proceeds expenditures on the Ruben Castro Human Services Center. Procedure 10 results state the following (page 14): We have included below, (prepared by the Successor Agency), a schedule detailing the computation of the Balance Available for Allocation to Affected Taxing Entities from "All funds except the Low—Mod fund". We agreed amounts included in the calculation to the results of the procedures performed in each section of the report referenced in the calculation. However, we noticed that the Successor Agency did not add back the $5,502,665 spent in Capital Outlay after January 31, 2012 shown in Procedure 3.13 for the reasons indicated under Procedure 3.0 results in the same line item. The accompanying schedule does contain a payment to the County Auditor-Controller on July 12, 2012 as directed by the California Department of Finance that was verified by the independent accountant. Below is the Government Code Section relating to the due diligence review noting the applicable dates of completion, submission of the reports, and the funds. Government Code Section 34179.6 states: SEC. 18. Section 34179.6 is added to the Health and Safety Code, to read: 34179.6. The review required pursuant to Section 34179.5 shall be submitted to the oversight board for review. The successor agency shall submit a copy of the Recognized Obligation Payment Schedule to the county administrative officer, the county auditor-controller, and the Department of Finance at the same time that the successor agency submits the review to the oversight board for review. (a) By October 1, 2012, each successor agency shall provide to the oversight board, the county auditor-controller, the Controller, and the Department of Finance the results of the review conducted pursuant to Section 34179.5 for the Low and Moderate Income Housing Fund and specifically the amount of cash and cash equivalents determined to be available for allocation to taxing entities. By December 15, 2012, each successor agency shall provide to the oversight board, the county auditor- controller, the Controller, and the department the results of the review conducted pursuant to Section 34179.5 for all of the other fund and account balances and specifically the amount of cash and cash equivalents determined to be available for allocation to taxing entities. The 2 Oversight Board to the Successor Agency January 8, 2013 Page 3 department may request any supporting documentation and review results to assist in its review under subdivision (d). The department may specify the form and manner information about the review shall be provided to it. (b) Upon receipt of the review, the oversight board shall convene a public comment session to take place at least five business days before the oversight board holds the approval vote specified in subdivision (c). The oversight board also shall consider any opinions offered by the county auditor-controller on the review results submitted by the successor agencies. (c) By October 15, 2012, for the Low and Moderate Income Housing Fund and by January 15, 2013, for all other funds and accounts, the oversight board shall review, approve, and transmit to the department and the county auditor-controller the determination of the amount of cash and cash equivalents that are available for disbursement to taxing entities as determined according to the method provided in Section 34179.5. The oversight board may adjust any amount provided in the review to reflect additional information and analysis. The review and approval shall occur in public sessions. The oversight board may request from the successor agency any materials it deems necessary to assist in its review and approval of the determination. The oversight board shall be empowered to authorize a successor agency to retain assets or funds identified in subparagraphs (B) to (E), inclusive, of paragraph (5) of subdivision (c) of Section 34179.5. An oversight board that makes that authorization also shall identify to the department the amount of funds authorized for retention, the source of those funds, and the purposes for which those funds are being retained. The determination and authorization to retain funds and assets shall be subject to the review and approval of the department pursuant to subdivision (d). (d) The department may adjust any amount associated with the determination of the resulting amount described in paragraph (6) of subdivision (c) of Section 34179.5 based on its analysis and information provided by the successor agency and others. The department shall consider any findings or opinions of the county auditor-controllers and the Controller. The department shall complete its review of the determinations provided pursuant to subdivision (c) no later than November 9, 2012, for the Low and Moderate Income Housing Fund and also shall notify the oversight board and the successor agency of its decision to overturn any decision of the oversight board to authorize a successor agency to retain assets or funds made pursuant to subdivision (c). The department shall complete its review of the determinations provided pursuant to subdivision (c) no later than April 1, 2013, for the other funds and accounts and also shall notify the oversight board and the successor 3 Oversight Board to the Successor Agency January 8, 2013 Page 4 agency of its decision to overturn any oversight board authorizations made pursuant to subdivision (c). The department shall provide the oversight board and the successor agency an explanation of its basis for overturning or modifying any findings, determinations, or authorizations of the oversight board made pursuant to subdivision (c). (e) The successor agency and the entity or entities that created the former redevelopment agency may request to meet and confer with the department to resolve any disputes regarding the amounts or sources of funds identified as determined by the department. The request shall be made within five business days of the transmission, and no later than November 16, 2012, for the determination regarding the Low and Moderate Income Housing Fund, to the successor agency or the designated local authority of the department's determination, decisions, and explanations and shall be accompanied by an explanation and documentation of the basis of the dispute. The department shall meet and confer with the requesting party and modify its determinations and decisions accordingly. The department shall either confirm or modify its determinations and decisions within 30 days of the request to meet and confer. (f) Each successor agency shall transmit to the county auditor-controller the amount of funds required pursuant to the determination of the department within five working days of receipt of the notification under subdivision (c) or (e) if a meet and confer request is made. Successor agencies shall make diligent efforts to recover any money determined to have been transferred without an enforceable obligation as described in paragraphs (2) and (3) of subdivision (c) of Section 34179.5. The department shall notify the county auditor-controllers of its actions and the county auditor-controllers shall disburse the funds received from successor agencies to taxing entities pursuant to Section 34188 within five working days of receipt. Amounts received after November 28, 2012, and April 10, 2013, may be held and disbursed with the regular payments to taxing entities pursuant to Section 34183. (g) By December 1, 2012, the county auditor-controller shall provide the department a report specifying the amount submitted by each successor agency pursuant to subdivision (d) for low- and moderate-income housing funds, and specifically noting those successor agencies that failed to remit the full required amount. By April 20, 2013, the county auditor-controller shall provide the department a report detailing the amount submitted by each successor agency pursuant to subdivision (d) for all other funds and accounts, and specifically noting those successor agencies that failed to remit the full required amount. 4 Oversight Board to the Successor Agency January 8, 2013 Page 5 (h) If a successor agency fails to remit to the county auditor-controller the sums identified in subdivisions (d) and (f), by the deadlines specified in those subdivisions, the following remedies are available: (1) (A) If the successor agency cannot promptly recover the funds that have been transferred to another public agency without an enforceable obligation as described in paragraphs (2) and (3) of subdivision (c) of Section 34179.5, the funds may be recovered through an offset of sales and use tax or property tax allocations to the local agency to which the funds were transferred. To recover such funds, the Department of Finance may order the State Board of Equalization to make an offset pursuant to subdivision (a) of Section 34179.8. If the Department of Finance does not order a sales tax offset, the county auditor-controller may reduce the property tax allocations to any local agency in the county that fails to repay funds pursuant to subdivision (c) of Section 34179.8. (B) The county auditor-controller and the department shall each have the authority to demand the return of funds improperly spent or transferred to a private person or other private entity. If funds are not repaid within 60 days, they may be recovered through any lawful means of collection and are subject to a ten percent penalty plus interest at the rate charged for late personal income tax payments from the date the improper payment was made to the date the money is repaid. (C) If the city, county, or city and county that created the former redevelopment agency is also performing the duties of the successor agency, the Department of Finance may order an offset to the distribution provided to the sales and use tax revenue to that agency pursuant to subdivision (a) of Section 34179.8. This offset shall be equal to the amount the successor fails to remit pursuant to subdivision (f). If the Department of Finance does not order a sales tax offset, the county auditor-controller may reduce the property tax allocations of the city, county, or city and county that created the former redevelopment agency pursuant to subdivision (c) of Section 34179.8. (D) The department and the county auditor-controller shall coordinate their actions undertaken pursuant to this paragraph. (2) Alternatively or in addition to the remedies provided in paragraph (1), the department may direct the county auditor-controller to deduct the unpaid amount from future allocations of property tax to the successor agency under Section 34183 until the amount of payment required pursuant to subdivision (d) is accomplished. (3) If the Department of Finance determines that payment of the full amount required under subdivision (d) is not currently feasible or would jeopardize the ability of the successor agency to pay enforceable obligations in a timely manner, it may agree to an installment payment plan. (i) (1) If a legal action contesting a withholding effectuated by the State Board of Equalization pursuant to subparagraphs (B), (C), or (B) and (C) 5 Oversight Board to the Successor Agency January 8, 2013 Page 6 of paragraph (2) of subdivision (b) of Section 34183.5 is successful and results in a final judicial determination, the court shall order the state to pay to the prevailing party a penalty equal to a percentage of the amount of funds found by the court to be improperly withheld, as provided in Section 34179.8. This percentage shall be equivalent to the number of months the funds have been found by the court to be improperly withheld, not to exceed 10 percent. (2) If a legal action contesting an offset effectuated by the State Board of Equalization or the county auditor-controller pursuant to subdivision (h) is successful and results in a final judicial determination, the court shall order the state or the county auditor-controller to pay to the prevailing party a penalty equal to 10 percent of the amount of funds found by the court to be improperly offset, as provided in Section 34179.8. (j) If a legal challenge to invalidate any provision in subdivision (h) or subparagraph (B) or (C), or subparagraphs (B) and (C) of paragraph (2) of subdivision (b) of Section 34183.5 is successful and results in a final judicial determination, the invalidated provision shall become inoperative and subdivision (i) shall become inoperative with respect to the invalidated provision. FISCAL IMPACT None. STAFF RECOMMENDATION Adopt Resolution No. OB 2013- , approving the report. Attachments: 1. Resolution No. OB-2013- 2. Independent Accountant's Report on Applying Agreed-Upon Procedures for Due Diligence Review Pursuant to Health and Safety Code Section 34179.5 for All Other Funds except the Low and Moderate Income Housing Fund 6 Attachment 1 RESOLUTION NO. OB-2013- A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK, CALIFORNIA, FOR THE SPECIAL MEETING OF JANUARY 8, 2013, APPROVING INDEPENDENT ACCOUNTANT'S REPORT ON APPLYING AGREED-UPON PROCEDURES FOR DUE DILIGENCE REVIEW PURSUANT TO HEALTH AND SAFETY CODE SECTION 34179.5 FOR ALL OTHER FUNDS EXCEPT THE LOW AND MODERATE INCOME HOUSING FUND WHEREAS, Section 34179 (e) of the Health and Safety requires all actions taken by the Oversight Board to the Successor Agency of the City of Moorpark be adopted by resolution; and WHEREAS, on December 18, 2012, the Oversight Board conducted a public comment session on the Independent Accountant's Report on Applying Agreed-Upon Procedures for Due Diligence Review Pursuant to Health and Safety Code Section 34179.5 for All Other Funds except the Low and Moderate Income Housing Fund and set January 8, 2013, at 3:30 pm as the date to consider approval of said report; and WHEREAS, on January 8, 2013, the Independent Accountant's Report on Applying Agreed-Upon Procedures for Due Diligence Review Pursuant to Health and Safety Code Section 34179.5 for All Other Funds except the Low and Moderate Income Housing Fund was considered by the Oversight Board for approval (Agenda Item 6.A.), NOW, THEREFORE, THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The Independent Accountant's Report on Applying Agreed-Upon Procedures for Due Diligence Review Pursuant to Health and Safety Code Section 34179.5 for All Other Funds except the Low and Moderate Income Housing Fund is hereby approved. SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions. 7 PASSED AND ADOPTED this 8th day of January, 2013. Bruce Hamous, Chair ATTEST: Maureen Benson, City Clerk 8 Attachment 2 PURSUANT TO THE STATE OF CALIFORNIA HEALTH AND SAFETY CODE SECTION 34179.5 CITY OF MOORPARK AS THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK INDEPENDENT ACCOUNTANT'S REPORT ON APPLYING AGREED-UPON PROCEDURES 9 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES TABLE OF CONTENTS Independent Accountant's Report on Applying Agreed-Upon Procedures.....................................................................1 Attachment A:Agreed-Upon Procedures .......................................................................................................................2 Attachment3.................................................................................................................................................................16 Attachment4.................................................................................................................................................................17 Attachment6.................................................................................................................................................................18 Attachment7.................................................................................................................................................................19 Attachment9 ................................................................................................................................................................20 i 10 IBMROGERS.ANDERSON, MALODY& SCOTT, LLP ImmCERTIFIED PUBLIC ACCOUNTANTS, SINCE 1948 735 C.Carnegie D, Suite i00 San iiernc,rdino.C:A 92,108 Oversight Board of the Successor Agency for the 909 869 0871 T Redevelopment Agency of the City of Moorpark 909 889 5361 I ,.,MSCD ,,et 799 Moorpark Ave. Moorpark, CA 93021 PAWN4FRS F P Shea,CPA INDEPENDENT ACCOUNTANT'S REPORT ON APPLYING AGREED-UPON PROCEDURES .°iatti.ca; Wilson.CPA.MSA,C:G11A Scott`V. '-1,i(,no.CPA ;1,a„bl,ag.c_,:r,,MS-,- We have performed the minimum required agreed-upon procedures enumerated in ;,,., Attachment"A", which were agreed to by the Oversight Board of the Successor Agency u; 1 , ,r> for the Redevelopment Agency of the City of Moorpark, the California State Controller's Office and the State of California Department of Finance (Agencies) solely to assist you °i !•d•;:, izs 5TAH- to determine the unobligated balances available for transfer to taxing entities in "All a Rr+ rtY.CPA,MaA Other Funds except the Low-Mod Fund (All Other Funds)" complying with statutory requirements pursuant to the California Health and Safety Code section 34179.5. r.:,c:c r 11<,o.•n,1 r A Management of the Successor Agency is responsible for the accounting records T,; ., ; PA MBA pertaining to statutory compliance pursuant to Health and Safety Code section iva„ovri,C.PA.MBA 34182(a)(1). D oiL`l,_,t_.Or!ge.rs.CPA ,l;';,,,, ;;;.CPA This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public "arZk°r,r.cf./� Accountants. The sufficiency of these procedures is solely the responsibility of those PA PA, G; parties specified in the report. Consequently, we make no representation regarding the -li _5 De Sir,,oni.C:r A sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The scope of this engagement was limited to performing the minimum required agreed- upon procedures as set forth in Attachment"A" along with the findings noted as a result of the procedures performed. We were not engaged to and did not conduct an audit, the objective of which would be the expression of an opinion as to the appropriateness of the results summarized after each procedure in Attachment "A". Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This report is intended solely for the information and use of the applicable Agencies, .,.•;_;r_„s; and is not intended to be, and should not be used by anyone other than these specified parties. This restriction is not intended to limit distribution of this report, which is a ”' ` ` matter of public record. LA d,) OLnl"O ti (J o tt y December 10, 2012 STABILITY. ACCURACY TRUST 11 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES Attachment A Purpose: To determine the unobligated balances available for transfer to taxing entities "All Other Funds except the Low-Mod Fund (All Other Funds)". [Health and Safety Code section 34179.5] Citation: 34179.5(c)(1) The dollar value of assets transferred from the former redevelopment agency to the successor agency on or about February 1, 2012. 1. Obtain from the Successor Agency a listing of all assets that were transferred from the former redevelopment agency to the Successor Agency on February 1, 2012. Agree the amounts on this listing to account balances established in the accounting records of the Successor Agency. Identify in the Agreed-Upon Procedures(AUP) report the amount of the assets transferred to the Successor Agency as of that date. Results: We obtained from the Successor Agency a listing of all assets that were transferred from the former redevelopment agency to the Successor Agency on February 1, 2012. We agreed the amounts on this listing to account balances established in the accounting records of the Successor Agency. The amount of the assets transferred to the Successor Agency as of that date was $ 28,264,266. See below a detailed schedule of the assets transferred. Area 1 Operations MRA 2001 Bonds MRA 2006 Bonds 1899 TABS Fund 2001 TABS Fund 2006 TABS Fund Assets from Proceeds Proceeds Government Wide Total Assets 2/1/2012 21112012 2/1/2012 2/1/2012 2/1/2012 211/2012 211/2012 BOAMRA $ 1,471,308 $ 494,165 $ 5,139,644 $ - $ - $ - $ - $ 7,105,117 Petty Cash 1,500 - - - - - - 1,500 Cash with Fiscal Agent - - - 890,879 872,646 776,167 - 2,539,692 Land Held for Resale 5,680,519 4,822,347 526,760 - - - - 11,229,626 Accounts Receivable - - - - - - - - Loans Receivable - - - - - - - - Construction in Progress - - - - - - 6,958,581 6,958,581 Amortimble Deferred _ - - _ - 429,750 429,750 Charge Asset Total Assets $ 7,353,327 $ 5,316,512 $ 5,666,404 $ 890,879 $ 872,646 $ 776,167 $ 7,388,331 $28,264,266 2 12 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 Attachment A ALL OTHER FUNDS AGREED-UPON PROCEDURES Citation: 34179.5(c)(2) The dollar value of assets and cash and cash equivalents transferred after January 1, 2011, through June 30, 2012, by the redevelopment agency or the successor agency to the city, county, or city and county that formed the redevelopment agency and the purpose of each transfer. The review shall provide documentation of any enforceable obligation that required the transfer. 2. If the State Controller's Office has completed its review of transfers required under both Sections 34167.5 and 34178.8 and issued its report regarding such review, attach a copy of that report as an exhibit to the AUP report. If this has not yet occurred, perform the following procedures: A. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the former redevelopment agency to the city, county, or city and county that formed the redevelopment agency for the period from January 1, 2011 through January 31, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. Results: According to Successor Agency Officials, there were no asset transfers from the former redevelopment agency to the City or County for the period from January 1, 2011 through January 31, 2092. B. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the Successor Agency to the city, county, or city and county that formed the redevelopment agency for the period from February 1, 2012 through June 30, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. Results: According to Successor Agency Officials, there were no asset transfers from the Successor Agency of the former redevelopment agency to the City or County for the period from February 9, 2012 through June 30, 2012. C. For each transfer, obtain the legal document that formed the basis for the enforceable obligation that required any transfer. Note in the AUP report the absence of any such legal document or the absence of language in the document that required the transfer. Results: Procedure "Not Applicable"since 2.A and 2.8 were not performed. 3 13 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES Attachment A Citation: 34179.5(c)(3) The dollar value of any cash or cash equivalents transferred after January 1, 2011, through June 30, 2012, by the redevelopment agency or the successor agency to any other public agency or private party and the purpose of each transfer. The review shall provide documentation of any enforceable obligation that required the transfer. 3. If the State Controller's Office has completed its review of transfers required under both Sections 34167.5 and 34178.8 and issued its report regarding such review, attach a copy of that report as an exhibit to the AUP report. If this has not yet occurred, perform the following procedures: A. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the former redevelopment agency to any other public agency or to private parties for the period from January 1, 2011 through January 31, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. Results: See Attachment 3 for listing obtained from the Successor Agency. B. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the Successor Agency to any other public agency or private parties for the period from February 1, 2012 through June 30, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. Results. See Attachment 3 for listing obtained from the Successor Agency. C. For each transfer, obtain the legal document that formed the basis for the enforceable obligation that required any transfer. Note in the AUP report the absence of any such legal document or the absence of language in the document that required the transfer. Results: See Attachment 3 for results of procedure 3.C. 4 14 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES Attachment A Citation: 34179.5(c)(4) The review shall provide expenditure and revenue accounting information and identify transfers and funding sources for the 2010-11 and 2011-12 fiscal years that reconciles balances, assets, and liabilities of the successor agency on June 30, 2012 to those reported to the Controller for the 2009-10 fiscal year. 4. Perform the following procedures: A. Obtain from the Successor Agency a summary of the financial transactions of the Redevelopment Agency and the Successor Agency in the format set forth in the attached schedule for the fiscal periods indicated in the schedule. For purposes of this summary, the financial transactions should be presented using the modified accrual basis of accounting. End of year balances for capital assets (in total) and long-term liabilities (in total) should be presented at the bottom of this summary schedule for information purposes. Results: See Attachment 4 for a summary, obtained from the Successor Agency, of the financial transactions of the Redevelopment Agency and the Successor Agency in the format set forth in the attached schedule for the fiscal periods indicated in the schedule. B. Ascertain that for each period presented the total of revenues, expenditures, and transfers accounts fully for the changes in equity from the previous fiscal period. Results: We ascertained that for each period presented the total of revenues, expenditures, and transfers fully accounted for the changes in equity from the previous fiscal period. C. Compare amounts in the schedule relevant to the fiscal year ended June 30, 2010 to the state controller's report filed for the Redevelopment Agency for that period. Results: We compared the amounts in the schedule relevant to the fiscal year ended June 30, 2010 to the state controller's report filed for the Redevelopment Agency for that period and noted no variances. D. Compare amounts in the schedule for the other fiscal periods presented to account balances in the accounting records or other supporting schedules. Describe in the report the type of support provided for each fiscal period. Results: We compared the amounts in the schedule for the other fiscal periods presented to account balances in the accounting records or other supporting schedules. For balances of 2010 and 2011 fiscal years we compared to the Audited Financial Statements for those periods. For the balances at 113112012 and 0613012012 we compared to the trial balances of the former redevelopment agency and successor agency respectively. 5 15 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES Attachment A Citation: 34179.5(c)(5)A separate accounting for the balance for the Low and Moderate Income Housing Fund for all other funds and accounts combined shall be made as follows: (A)A statement of the total value of each fund as of June 30, 2012. 5. Obtain from the Successor Agency a listing of all assets of the Low and Moderate Income Housing Fund as of June 30, 2012 for the report that is due October 1, 2012 and a listing of all assets of all other funds of the Successor Agency as of June 30, 2012 (excluding the previously reported assets of the Low and Moderate Income Housing Fund) for the report that is due December 15, 2012. When this procedure is applied to the Low and Moderate Income Housing Fund, the schedule attached as an exhibit will include only those assets of the Low and Moderate Income Housing Fund that were held by the Successor Agency as of June 30, 2012 and will exclude all assets held by the entity that assumed the housing function previously performed by the former redevelopment agency. Agree the assets so listed to recorded balances reflected in the accounting records of the Successor Agency. The listings should be attached as an exhibit to the appropriate AUP report. Results: We obtained from the Successor Agency a listing of all assets of all other funds of the Successor Agency as of June 30, 2012(excluding the previously reported assets of the Low and Moderate Income Housing Fund) as of June 30, 2012. We agreed the assets so listed to recorded balances reflected in the accounting records of the Successor Agency. See below for schedule obtained from the Successor Agency. Successor Assets Agency 6/30/2012 Cash and Investments $ 2,760,385 Cash with Fiscal Agent 1,901,043 Accounts Receivable 3,445 Land Held for Resale 11,248,855 Capital Assets-Construction In Progress 12,625,825 Deferred Charge Asset-Unamortized Cost 412,897 Total $ 28,952,450 6 16 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES Attachment A Citation: 34179.5(c)(5)(B) An itemized statement listing any amounts that are legally restricted as to purpose and cannot be provided to taxing entities. This could include the proceeds of any bonds, grant funds, or funds provided by other governmental entities that place conditions on their use. 6. Obtain from the Successor Agency a listing of asset balances held on June 30, 2012 that are restricted for the following purposes: A. Unspent bond proceeds: i. Obtain the Successor Agency's computation of the restricted balances (e.g., total proceeds less eligible project expenditures, amounts set aside for debt service payments, etc.) ii. Trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation (specify in the AUP report a description of such documentation). iii. Obtain from the Successor Agency a copy of the legal document that sets forth the restriction pertaining to these balances. Note in the AUP report the absence of language restricting the use of the balances that were identified by the Successor Agency as restricted. Results. See Attachment 6 for results of procedures 6.i, 6.ii, and 6.iii. B. Grant proceeds and program income that are restricted by third parties: i. Obtain the Successor Agency's computation of the restricted balances (e.g., total proceeds less eligible project expenditures). ii. Trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation (specify in the AUP report a description of such documentation). iii. Obtain from the Successor Agency a copy of the grant agreement that sets forth the restriction pertaining to these balances. Note in the AUP report the absence of language restricting the use of the balances that were identified by the Successor Agency as restricted. Results: According to Successor Agency, there were no Grants Proceeds or Program Income held by the Successor Agency at June 30, 2012. C. Other assets considered to be legally restricted: i. Obtain the Successor Agency's computation of the restricted balances (e.g., total proceeds less eligible project expenditures). ii. Trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation (specify in the AUP report a description of such documentation). iii. Obtain from the Successor Agency a copy of the legal document that sets forth the restriction pertaining to these balances. Note in the AUP report the absence of language restricting the use of the balances that were identified by the Successor Agency as restricted. Results: According to Successor Agency, there were no other assets considered to be legally restricted held by the Successor Agency at June 30, 2012. 7 17 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES Attachment A D.Attach the above mentioned Successor Agency prepared schedule(s) as an exhibit to the AUP report. For each restriction identified on these schedules, indicate in the report the period of time for which the restrictions are in effect. If the restrictions are in effect until the related assets are expended for their intended purpose, this should be indicated in the report. Results. See Attachment 6 for results of procedure 6.D. 8 18 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES Attachment A Citation: 34179.5(c)(5)(C) An itemized statement of the values of any assets that are not cash or cash equivalents. This may include physical assets, land, records, and equipment. For the purpose of this accounting, physical assets may be valued at purchase cost or at any recently estimated market value. The statement shall list separately housing-related assets. 7. Perform the following procedures: A. Obtain from the Successor Agency a listing of assets as of June 30, 2012 that are not liquid or otherwise available for distribution (such as capital assets, land held for resale, long-term receivables, etc.) and ascertain if the values are listed at either purchase cost (based on book value reflected in the accounting records of the Successor Agency) or market value as recently estimated by the Successor Agency. Results: We obtained from the Successor Agency a listing of assets as of June 30, 2012 that are not liquid or otherwise available for distribution. We ascertained that the assets as stated are based on book value as reflected in the accounting records of the Successor Agency. See Attachment 7 for listing of assets obtained from the Successor Agency. B. If the assets listed at 7(A) are listed at purchase cost, trace the amounts to a previously audited financial statement (or to the accounting records of the Successor Agency) and note any differences. Results. We traced the amount to the Successor Agency's records noting no differences. C. For any differences noted in 7(B), inspect evidence of disposal of the asset and ascertain that the proceeds were deposited into the Successor Agency trust fund. If the differences are due to additions (this generally is not expected to occur), inspect the supporting documentation and note the circumstances. Results: We noted no differences in Procedure T(B). D. If the assets listed at 7(A) are listed at recently estimated market value, inspect the evidence (if any) supporting the value and note the methodology used. If no evidence is available to support the value and\or methodology, note the lack of evidence. Results: Procedure 7.(D) is not applicable since the assets identified in procedure 7.(A) are not listed at estimated market value. 9 19 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES Attachment A Citation: 34179.5(c)(5)(D) An itemized listing of any current balances that are legally or contractually dedicated or restricted for the funding of an enforceable obligation that identifies the nature of the dedication or restriction and the specific enforceable obligation. In addition, the successor agency shall provide a listing of all approved enforceable obligations that includes a projection of annual spending requirements to satisfy each obligation and a projection of annual revenues available to fund those requirements. If a review finds that future revenues together with dedicated or restricted balances are insufficient to fund future obligations and thus retention of current balances is required, it shall identify the amount of current balances necessary for retention. The review shall also detail the projected property tax revenues and other general purpose revenues to be received by the successor agency, together with both the amount and timing of the bond debt service payments of the successor agency, for the period in which the oversight board anticipates the successor agency will have insufficient property tax revenue to pay the specified obligations. 8. Perform the following procedures: A. If the Successor Agency believes that asset balances need to be retained to satisfy enforceable obligations, obtain from the Successor Agency an itemized schedule of asset balances (resources) as of June 30, 2012 that are dedicated or restricted for the funding of enforceable obligations and perform the following procedures. The schedule should identify the amount dedicated or restricted, the nature of the dedication or restriction, the specific enforceable obligation to which the dedication or restriction relates, and the language in the legal document that is associated with the enforceable obligation that specifies the dedication of existing asset balances toward payment of that obligation. i. Compare all information on the schedule to the legal documents that form the basis for the dedication or restriction of the resource balance in question. ii. Compare all current balances to the amounts reported in the accounting records of the Successor Agency or to an alternative computation. iii. Compare the specified enforceable obligations to those that were included in the final Recognized Obligation Payment Schedule approved by the California Department of Finance. iv. Attach as an exhibit to the report the listing obtained from the Successor Agency. Identify in the report any listed balances for which the Successor Agency was unable to provide appropriate restricting language in the legal document associated with the enforceable obligation. Results: The Successor Agency did not identify any assets balances to be retained under this procedure. 10 20 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES Attachment A B. If the Successor Agency believes that future revenues together with balances dedicated or restricted to an enforceable obligation are insufficient to fund future obligation payments and thus retention of current balances is required, obtain from the Successor Agency a schedule of approved enforceable obligations that includes a projection of the annual spending requirements to satisfy each obligation and a projection of the annual revenues available to fund those requirements and perform the following procedures: Results: The Successor Agency believes that future revenues together with balances dedicated or restricted to an enforceable obligation are sufficient to fund obligations. i. Compare the enforceable obligations to those that were approved by the California Department of Finance. Procedures to accomplish this may include reviewing the letter from the California Department of Finance approving the Recognized Enforceable Obligation Payment Schedules for the six month period from January 1, 2012 through June 30, 2012 and for the six month period July 1, 2012 through December 31, 2012. ii. Compare the forecasted annual spending requirements to the legal document supporting each enforceable obligation. a. Obtain from the Successor Agency its assumptions relating to the forecasted annual spending requirements and disclose in the report major assumptions associated with the projections. iii. For the forecasted annual revenues: a. Obtain from the Successor Agency its assumptions for the forecasted annual revenues and disclose in the report major assumptions associated with the projections. C. If the Successor Agency believes that projected property tax revenues and other general purpose revenues to be received by the Successor Agency are insufficient to pay bond debt service payments (considering both the timing and amount of the related cash flows), obtain from the Successor Agency a schedule demonstrating this insufficiency and apply the following procedures to the information reflected in that schedule. Results: The Successor Agency believes that projected property tax revenues and other general purpose revenues to be received by the Successor Agency are sufficient to pay bond debt service payments. i. Compare the timing and amounts of bond debt service payments to the related bond debt service schedules in the bond agreement. ii. Obtain the assumptions for the forecasted property tax revenues and disclose major assumptions associated with the projections. iii. Obtain the assumptions for the forecasted other general purpose revenues and disclose major assumptions associated with the projections. 11 21 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES Attachment A D. If procedures A, B, or C were performed, calculate the amount of current unrestricted balances necessary for retention in order to meet the enforceable obligations by performing the following procedures. i. Combine the amount of identified current dedicated or restricted balances and the amount of forecasted annual revenues to arrive at the amount of total resources available to fund enforceable obligations. ii. Reduce the amount of total resources available by the amount forecasted for the annual spending requirements. A negative result indicates the amount of current unrestricted balances that needs to be retained. iii. Include the calculation in the AUP report. Results: This step is "not applicable"since steps 8.A, 8.8, or 8.C were not performed. 12 22 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES Attachment A Citation: 34179.5(c)(5)(E) An itemized list and analysis of any amounts of current balances that are needed to satisfy obligations that will be placed on the Recognized Obligation Payment Schedules for the current fiscal year. 9. If the Successor Agency believes that cash balances as of June 30, 2012 need to be retained to satisfy obligations on the Recognized Obligation Payment Schedule (ROPS) for the period of July 1, 2012 through June 30, 2013, obtain a copy of the final ROPS for the period of July 1, 2012 through December 31, 2012 and a copy of the final ROPS for the period January 1, 2013 through June 30, 2013. For each obligation listed on the ROPS, the Successor Agency should add columns identifying (1) any dollar amounts of existing cash that are needed to satisfy that obligation and (2) the Successor Agency's explanation as to why the Successor Agency believes that such balances are needed to satisfy the obligation. Include this schedule as an attachment to the AUP report. Results: See Attachment 9 for listing and explanations from the Successor Agency of cash balances needed to be retained and its corresponding enforceable obligation in the ROPS 2(July 1, 2012 to December 31, 2012) and in the ROPS 3(January 1, 2013 to June 30, 2013). 13 23 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES Attachment A Citation: 34179.5(c)(6) The review shall total the net balances available after deducting the total amounts described in subparagraphs(B)to(E), inclusive, of paragraph (5). The review shall add any amounts that were transferred as identified in paragraphs (2) and (3) of subdivision (c) if an enforceable obligation to make that transfer did not exist. The resulting sum shall be available for allocation to affected taxing entities pursuant to Section 34179.6. It shall be a rebuttable presumption that cash and cash equivalent balances available to the successor agency are available and sufficient to disburse the amount determined in this paragraph to taxing entities. If the review finds that there are insufficient cash balances to transfer or that cash or cash equivalents are specifically obligated to the purposes described in subparagraphs(B), (D), and (E)of paragraph (5) in such amounts that there is insufficient cash to provide the full amount determined pursuant to this paragraph, that amount shall be demonstrated in an additional itemized schedule. 10. Include(or present) a schedule detailing the computation of the Balance Available for Allocation to Affected Taxing Entities. Amounts included in the calculation should agree to the results of the procedures performed in each section above. The schedule should also include a deduction to recognize amounts already paid to the County Auditor-Controller on July 12,2012 as directed by the California Department of Finance.The amount of this deduction presented should be agreed to evidence of payment. The attached example summary schedule may be considered for this purpose. Separate schedules should be completed for the Low and Moderate Income Housing Fund and for all other funds combined (excluding the Low and Moderate Income Housing Fund). Results: We have included below, (prepared by the Successor Agency), a schedule detailing the computation of the Balance Available for Allocation to Affected Taxing Entities from "All funds except the Low-Mod fund". We agreed amounts included in the calculation to the results of the procedures performed in each section of the report referenced in the calculation. However, we noticed that the Successor Agency did not add back the$5,502,665 spent in Capital Outlay after January 31, 2012 shown in Procedure 3.8 for the reasons indicated under Procedure 3.0 results in the same line item. The accompanying schedule does contain a payment to the County Auditor-Controller on July 12, 2012 as directed by the California Department of Finance that was verified by the independent accountant. SUMMARY OF BALANCES AVAILABLE FOR ALLOCATION TO AFFECTED TAXING ENTITIES Total amount of assets held by the successor agency as of June 30,2012(See Procedure 5 for detailed composition) $ 28,952,450 Add:the amount of any assets transferred to the city or other parties for which an enforceable obligation with a third party requiring such transfer and obligating the use of the transferred assets did not exist(See Procedures 2 and 3 for detailed composition) - Less:assets legally restricted for uses specified by debt covenants,grant restrictions,or restrictions imposed by other governments(See Procedure 6 for detailed composition) (3,188,595) Less:assets that are not cash or cash equivalents (e.g.,physical assets)-(See Procedure 7 for detailed composition) (24,291,022) Less:balances that are legally restricted for the funding of an enforceable obligation(net of projected annual revenues available to fund those obligations)-(See Procedure 8 for detailed composition) Less:balances needed to satisfy ROPS for the 2012-13 fiscal year(See Procedure 9 for detailed composition) (1,455,850) Less:the amount of payments made on July 12,2012 to the County Auditor-Controller as directed by the California Department of Finance (16,983) Amount to be remitted to county for disbursement to taxing entities $ 14 24 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES Attachment A 11. Obtain a representation letter from Successor Agency management acknowledging their responsibility for the data provided to the practitioner and the data presented in the report or in any attachments to the report. Included in the representations should be an acknowledgment that management is not aware of any transfers (as defined by Section 34179.5) from either the former redevelopment agency or the Successor Agency to other parties for the period from January 1, 2011 through June 30, 2012 that have not been properly identified in the AUP report and its related exhibits. Management's refusal to sign the representation letter should be noted in the AUP report as required by attestation standards. Results: We obtained a representation letter dated December 10, 2012 from the Successor Agency's management acknowledging their responsibility for the data provided to us and the data presented in the report and in all attachments to the report. Included in the representations there is an acknowledgment that management is not aware of any transfers (as defined by Section 34179.5) from either the former redevelopment agency or the Successor Agency to other parties for the period from January 1, 2011 through June 30, 2012 that have not been properly identified in the Agreed-upon procedures report and its related exhibits. 15 25 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES Attachment 3 3 A.T ran stars from the former redevelopment agency to Other Public Agency/Private Parties from January 1,2011 through January 31,2012 OTHER PUBLIC AGENCY Enforceable Obligation or Other Legal TRANSFER DESCRIPTION TRANSFER AMOUNT TRANSFER DATE Requirement Procedure 3.0 Results OR PRIVATE PARTIES Required by 1999 Tax Allocation Bands Debt Service Payment for interests and principal $ 768,506 April 1 and Oct 1,2011 Bank of New York Melon Bond Indenture Document provided consisted ofthe Bond Indenture and Official Statement. 2001 Tax Allocation Bonds Debt Service Payment for interests and principal 602,432 April 1 and Oct 1,2011 Bank of New York Melon Bond Indenture Document provided consisted of the Bond Indenture and Official Statement. 2006 Tax Allocation Bonds Debt Service Payment for interests and principal 546,712 April 1 and Oct 1,2011 Bank of New York Melon Bond Indenture Document provided consistetl of the Bond Indenture and Official Statement. Pass-Through Payment 58,507 06/302011 Ventura County Community College Pass-Through Agreement Documentprovided consistedofthe Pass-through Agreement andthe Finance Department calculation ofthe pass. District through amount. Pass-Through Payment 29,623 01/312012 Ventura County Community College pass-Through Agreement Document provided consisted of the Pass-through Agreement and the Finance Department calculation of the pass- District through amount. Pass-Through Payment 2,602,722 11282011 County of Ventura Auditor Controller Pass-Through Agreement Document provided consisted of the Pass-through Agreement and the Finance Department calculation ofthe pass- through amount. Pass-Through Payment 119,967 11282011 County of Ventura Auditor Controller Pass-Through Agreement Document provided consisted of the Pass-through Agreement and the Finance Department calculation of the pess- through amount. Pass-Through Payment 117,077 11282011 County of Ventura Auditor Controller Pass-Through Agreement Document provided consisted of the Pass-through Agreement and the Finance Department calculation of the pass- through amount Pass-Through Payment 114,107 11282011 County of Ventura Auditor Controller Pass-Through Agreement Document provided consisted of the Pass-through Agreement and the Finance Department calculation afthe pass- through amount. Total Transfers $ 4,959,653 3 B.Transfers from the Successor Agency to Other Public Agency/Private Parties from February 1,2012 through June 30,2012 OTHER PUBLIC AGENCY Enforceable Obligation or Other Legal TRANSFER DESCRIPTION TRANSFER AMOUNT TRANSFER DATE Procedure 3.0 Results OR PRIVATE PARTIES Required by 1999 Tax Allocation Bonds Debt Service Payment for interests $ 108,956 April 1,2012 Bank of New York Melon Bond Indenture Document provided consisted of the Bond Indenture and Official Statement, 2001 Tax Allocation Bonds Debt Service Payment for interests 293,382 April 1,2012 Bank of New York Melon Bond Indenture Document provided consisted of the Bond Indenture and Official Statement. 2006 Tax Allocation Bonds Debt Service Payment for interests 252,631 April 1,2012 Bank of New York Melon Bond Indenture Document provided consistetl of the Bond Indenture and OKclal Statement. Pass-Through Payment 157,809 02/'292012 County of Ventura Auditor Controller Pass-Through Agreement Document provided consisted of the Pass-through Agreement and the Finance Department calculation ofthe pass- through amount. The independent accountant noticed that these transfers were disallowed by the DOF on its letter to the Successor Agency dated May 27,2012 Per Successor Agency Officials:..the mentioned line items are consistent with AB Between 1/312012 8 1484.The funds used to pay for these items were considered to be unspent bonds proceeds for a specific purpose Capital Outlay-Several Contracts 5,502,665 6/302012 Several contractors and private parties ROPS 1-Page 2 Items in accordance to the bonor documents.The were Agency expects to have the disallowance determination reversed because AS 1484 and Health and Safety Code 34191.4'finding of completion".Meanwhile,the Successor Agency kept the project ongoing and intends to finalize 4 Total Transfers $ 6,315,443 16 N Ol REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES Attachment 4 Redevelopment Redevelopment Redevelopment Successor Agency Agency Agency Agency 12 Months Ended 12 Months Ended 7 Months Ended 5 Months Ended 6/30/2010 6/30/2011 1131/2012 6/30/2012 Assets(modified accrual basis) Cash and Investments $ 15,415,672 $ 12,594,195 $ 7,116,867 $ 2,760,385 Imprest Cash 1,500 1,500 1,500 - Cash with Fiscal Agent 2,178,925 1,884,771 2,539,692 1,901,043 Accounts Receivable 25,894 19,830 4,108 3,445 Interest Receivable 1,281,499 20,745 - - Loan&Notes Receivable 2,053,616 616,384 1,792,884 Due from Other Funds 350,000 - - Land Held for Resale 19,428,853 20,795,867 19,544,422 11,248,855 Total Assets $ 40,735,959 $ 35,933,292 $ 30,999,473 $ 15,913,728 Liabilities(modified accrual basis) Accounts Payable $ 3,034,897 $ 3,804,269 $ 1,324,419 $ 2,458,889 Accrued Interest Payable - - - 327,485 Accrued Wages and Withholdings 15,410 17,670 - Due to City of Moorpark 124,686 764,634 Due to other Funds 350,000 - - - Deferred Revenue 3,306,797 616,384 1,792,884 500 Deposits 11,750 11,750 Total Liabilities 6,843,540 5,214,707 3,117,303 2,786,874 Equity 33,892,419 30,718,585 27,882,170 13,126,854 Total Liabilities+Equity $ 40,735,959 $ 35,933,292 $ 30,999,473 $ 15,913,728 Total Revenues: $ 7,187,207 $ 8,641,030 $ 4,467,392 $ 237,064 Total Expenditures: 10,032,944 11,814,864 6,005,672 6,663,444 Total Transfers: - 32,174 - Net change in equity: (2,845,737) (3,173,834) (1,570,454) (6,426,380) Beginning Equity: 36,738,156 33,892,419 29,452,624 19,553,234 Ending Equity: $ 33,892,419 $ 30,718,585 $ 27,882,170 $ 13,126,854 Other Information(show year end balances for all three years presented): Capital assets as of end of year $ - $ - $ 6,958,581 $ 12,625,825 Long-term debt as of end of year 28,710,000 28,155,000 27,575,000 27,575,000 17 27 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES Attachment 6 6.A.Listing of Unspent Bond Proceeds as of June 30,2012 Successor Agency Procedure S.iii Re.." Procedure 6 D Results Procedure 6.ii Results Redevelopment TOTAL Asset Description Bonds Cash with Fiscal Agent Reserve Account 1999 TABS $ 787 420 We traced the amounts specified to file trial Document provided consisted of the Bond Indenture and Restrictions are in effect until the related assets are expended for their intended balances of the Successor Agency. Official Statement. purpose to comply with bond documents. We traced the amounts specified to the Vial Document provided consisted of the Bond Indenture and Restrictions are in effect until the related assets am expended for their intended Cash with Fiscal Agent Reserve Account 2001 TABS 564,675 balances of the Successor Agency. Official Statement. purpose to comply with bond documents. We traced the amounts specified to the trial Document provided consisted of the Bond Indenture and Restrictions are in effect until the related assets ere expended for their intended Cash with Fiscal Agent Reserve Account 2006 TABS 528,848 balances of the Successor Agency. official Statement purpose to comply with bond documents. We Its ed the amounts specified to the Mal Document provided consisted of the Bond Indenture and Ru s rise to comply vfect until nd documents assets am expended for tiler intended Unspent Bonds Proceeds•Cash 2001 TABS 398,280 balances of the Successor Agency. Official Statement. p py We forced the amounts specified to the Vial Document provided consisted of the Bond Indenture and Restrictions am in effect until the related assets am expended for their Intended Unspent Bonds Proceeds-Cash 2006 TABS 889,272 balances of the Successor Agency. Official Statement. purpose to comply with bond documents. Total Asset Balances S 3,188,595 18 N 00 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES Attachment 7 7.Listing of Assets Not Liquid or Available for Distribution as of June 30,2012 Successor Assets Not Liquid Agency 6/30/2012 Accounts Receivable $ 3,445 Land Held for Resale 11,248,855 Capital Assets-Construction In Progress 12,625,825 Deferred Charge Asset- Unamortized Cost 412,897 Total Assets Not Liquid $ 24,291,022 19 29 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DUE DILIGENCE REVIEW PURSUANT H&S CODE SECTION 34179.5 ALL OTHER FUNDS AGREED-UPON PROCEDURES Attachment 9 9.Balances Needed to be retained to satisfy future ROPS Amount due from July (2)explanation as to why the Successor Item number (1)dollar amounts of existing cash that on ROPS 2 Project Name/Debt Obligation Payee 1,2012 to December 31, are needed to satisfy that obligation Agency believes that such balances are needed to satisfy the 2012 obligation 1 1999 Tax Allocation Bonds Bank of New York E 658,956 $ 658,956 Make the bond debt service payment for October 1,2012.Successor Agency received only$96,444 in RPTTF money in June 2012. 2 2001 Tax Allocation Bonds Bank of New York 313,382 313,382 Make the bond debt service payment for October 1,2012. Successor Agency received only$96,444 in RPTTF money in June 2012. 3 2006 Tax Allocation Bonds Bank of New York 287,631 287,631 Make the bond debt service payment for October 1,2012.Successor Agency received only$96,444 in RPTTF money in June 2012. Total to be retained to pay for ROPS 2 enforceable obligations: $ 1,259,969 Amount due from (2)explanation as to why the Successor Item number (1)dollar amounts of existing cash that on ROPS 3 Project Name/Debt Obligation Payee January 1,2013 to June are needetl to satisfy that obligation Agency believes that such balances are needed to satisfy the 70,2013 obligation 1 1999 Tax Allocation Bonds Bank of New York $ 95,550 $ 95,550 Make the bond debt service payment for April 1,2013. Successor Agency received only$96,444 in RPTTF money in June 2012. Make the bond debt service payment for April 1,2013. Successor 2 2001 Tax Allocation Bonds Bank of New York 292,937 100,331 Agency received only$96,444 in RPTTF money in June 2012. Total to be retained to pay for ROPS 3 enforceable obligations: $ 195,881 Total to be retained to pay for ROPS 2 b ROPS 3 enforceable obligations: $ 1,455,850 20 La C) SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY ITEM 7.A. OF THE CITY OF MOORPARK MEETING Of ACTION: ern n_ Q -37 BY: OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK AGENDA REPORT TO: Oversight Board to the Successor Agency FROM: Maureen Benson, City Clerk DATE: December 19, 2012 (OB Special Meeting of 01/08/13) SUBJECT: Consider Regular Oversight Board Meeting Minutes for December 18, 2012 BACKGROUND AND DISCUSSION Staff has prepared meeting minutes for the Regular Oversight Board meeting of December 18, 2012. STAFF RECOMMENDATION Adopt Resolution No. 2013-OB- _, approving the Regular Oversight Board meeting minutes of December 18, 2012. Attachments: 1-Regular Oversight Board meeting draft minutes of December 18, 2012 2-Draft Resolution 31 ATTACHMENT 1 MINUTES OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY COUNCIL Moorpark California December 18, 2012 A Regular Meeting of the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Moorpark was held on December 18, 2012, in the Community Center of said City located at 799 Moorpark Avenue, Moorpark, California. 1. CALL TO ORDER: Chairperson Hamous called the meeting to order at 3:33 p.m. 2. PLEDGE OF ALLEGIANCE: David Bobardt, Community Development Director, led the Pledge of Allegiance. 3. ROLL CALL: Present: Board Members Burgh, Ingram, Kasper (arrived at 3:34 p.m.), Nicks, Parvin, Priestley, and Chairperson Hamous. Staff Present: Steven Kueny, Executive Director; Ron Ahlers, Finance Director; David Moe, Redevelopment Manager; and Maureen Benson, City Clerk. 4. PUBLIC COMMENT: None. 5. REORDERING OF, AND ADDITIONS TO, THE AGENDA: None. 6 PRESENTATION/ACTION/DISCUSSION: A. Consider a Public Comment Session to Consider Resolution Receiving Independent Accountant's Report on Applying Agreed-Upon Procedures for Due Diligence Review Pursuant to Health and Safety Code Section 34179.5 for All Other Funds Except the Low and Moderate Income Housing Fund and Setting Date for Consideration of Approval. Staff Recommendation: 1) Hold a public comment session; and 2) Adopt Resolution No. OB-2012-30, receiving and filing the report and setting a date to consider approval. Mr. Ahlers gave the staff report. 32 Minutes of the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Moorpark California Page 2 December 18, 2012 Chair Hamous opened the public comment session. There were no speakers. Chair Hamous closed the public comment session. MOTION: Board Member Nicks moved and Board Member Parvin seconded a motion to adopt Resolution No. OB-2012-30, receiving and filing the report and setting January 8, 2013, as the date to consider approval. The motion carried by unanimous voice vote. B. Consider Resolution Calling for a Special Oversight Board Meeting for January 8 2013 and Canceling of the January 15 2013 Regular Oversight Board Meeting. Adopt Resolution No. OB-2012-31 , scheduling a special Oversight Board meeting for 3:30 p.m. on Tuesday, January 8, 2013, and canceling the January 15, 2013, regular Oversight Board meeting. Ms. Benson gave the staff report. There were no speakers. MOTION: Board Member Parvin moved and Board Member Burgh seconded a motion to adopt Resolution No. OB-2012-31 , scheduling a special Oversight Board meeting at 3:30 p.m. on Tuesday, January 8, 2013, and directing staff to post a notice of cancellation for the January 15, 2013, regular Oversight Board meeting. The motion carried by unanimous voice vote. 7. CONSENT CALENDAR: MOTION: Board Member Ingram moved and Board Member Burgh seconded a motion to approve the Consent Calendar. The motion carried by unanimous voice vote. A. Consider Resolution Approving the Minutes of Special Meeting of October 30, 2012. Staff Recommendation: Adopt Resolution No. OB-2012-32. B. Consider Resolution to Receive and File the Due Diligence Review Approval Letter from the State of California Department of Finance. Staff Recommendation: Adopt Resolution No. OB-2012-33. C. Consider Resolution to Receive and File Bond Expenditure Report. Staff Recommendation: Adopt Resolution No. 2012-OB-34. D. Consider Resolution Approving an Amendment No. 5 to Professional Services Agreement with y Spangler for Special Projects Consulting Services for the Ruben Castro Human Services Center through March 31 , 33 Minutes of the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Moorpark California Page 3 December 18, 2012 2013. Staff Recommendation: Adopt Resolution No. OB-2012-35, approving Amendment No. 5 of the Professional Services Agreement with Ky Spangler for Special Projects Consulting Services for activities related to the construction of the Ruben Castro Human Services Center and authorize the City Manager to execute the Agreement, subject to final language approval of the City Manager and the City Attorney. 8. ANNOUNCEMENTS AND FUTURE AGENDA ITEMS: A. Announcements. None. B. Future Agenda Items. None. 9. ADJOURNMENT: MOTION: Board Member Parvin moved and Board Member Burgh seconded a motion to adjourn the meeting. The time was 4:00 p.m. Bruce Hamous, Chairperson ATTEST: Maureen Benson, City Clerk 34 ATTACHMENT 2 RESOLUTION NO. OB-2013- A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK, CALIFORNIA, FOR THE SPECIAL MEETING OF JANUARY 8, 2013, APPROVING THE REGULAR OVERSIGHT BOARD MEETING MINUTES OF DECEMBER 18, 2012 WHEREAS, Section 34179 (e) of the Health and Safety Code requires all actions taken by the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Moorpark be.adopted by resolution; and WHEREAS, at the special meeting of January 8, 2013, the regular Oversight Board meeting minutes of December 18, 2012, were submitted to the Oversight Board for approval (Agenda Item 7.A.). NOW, THEREFORE, THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1 . Approve the regular Oversight Board meeting minutes of December 18, 2012. SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions. PASSED AND ADOPTED this 8th day of January, 2013. Bruce Hamous, Chairperson ATTEST: Maureen Benson, City Clerk 35 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK MEETING ITEM 7.13. Of ACTION: BY: OVERSIGHT BOARD TO SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK AGENDA REPORT TO: Oversight Board to Successor Agency FROM: David A. Bobardt, Community Development Director Prepared by: Jessica Sandifer, Management Anal y DATE: December 20, 2012 (Oversight Board Meeting of Ja ary 8, 2013) SUBJECT: Consider Resolution Awarding Agreement to NCM Demolition and Remediation, L.P. for the Removal of Underground Storage Tanks (UST) and Demolition of Structures at 412/450 High Street (Project 5084) BACKGROUND The Redevelopment Agency of the City of Moorpark purchased the property at 412/450 High Street, formerly the JE Clark Fueling Station, in November 2010. Since that time, staff has been working with American Integrated Services, Inc. (AIS) and the County of Ventura to permit a temporary closure of the station, to allow the City time to properly bid the tank removal and structure demolition. Around the time that the temporary closure process was to be started, staff met with AIS and Environmental Health Division (EHD) staff to do a walk- through of the property. At this meeting, it was discovered that a key component of the cathodic protection system, which is a required part of the temporary closure process, had been removed by vandals. Upon this discovery, EHD staff and City staff determined that the best process would be to undertake a permanent closure of the site. DISCUSSION The Successor Agency Board authorized the advertisement for bids on October 3, 2012. A notice inviting bids was published on October 13, and October 18, 2012 and a mandatory job walk was held on October 23, 2012. The job walk was attended by 17 contractors. Five bids were received by the due date of November 5, 2012. The results were as follows: American Integrated Services $145,015.00 Fleming Environmental, Inc. $113,574.00 National Demolition Contractors $119,759.00 NCM Demolition and Remediation, L.P. $107,700.00 Peterson Hydraulics, Inc. $148,851.73 36 Honorable Oversight Board January 8, 2013 Page 2 The lowest bidder is NCM Demolition and Remediation, L.P. After the City Clerk accepted the bid proposals, all submitted bids were reviewed. Staff performed necessary background checks on the low bid contractors for qualifications, licenses, and experience to the requirements of the Demolition Project. The third lowest bidder submitted a bid protest on the grounds that the first and second low bidders were not responsive to the bid requirements because they failed to follow Public Contract Code Section 4100 et seq. which requires that bidders list all subcontractors that they intend to use whose work exceeds 1/2 of one percent of the bid amount. Staff consulted with the City Attorney and determined, for various reasons, that the bid protest was without merit. A copy of staff's response letter to the bid protest is attached as Attachment 1. The Successor Agency approved the Agreement on December 19, 2012. FISCAL IMPACT The project bid came in below the estimated cost of $155,000.00 at $107,700.00 as outlined above. With a 10% project contingency of $10,770.00, the total project cost will be $118,470.00. The project was placed on the Recognized Obligation Payment Schedule (ROPSIII) for $200,000, and was approved by the Oversight Board on October 16, 2012. STAFF RECOMMENDATION Adopt Resolution No. 2013- , authorizing an agreement for demolition of structures and underground storage tanks with NCM Demolition and Remediation, L.P., subject to final language approval of the Executive Director and City Attorney. Attachment 1: City Response Letter to Bid Protest Attachment 2: Resolution No. 2013- Attachment 3: Agreement 37 ATTACHMENT 1 pPpK CA�ilc CITY OF MOORPARK COMMUNITY DEVELOPMENT DEPARTMENT 1 799 Moorpark Avenue,Moorpark,California 93021 a°o a Main City Phone Number(805)517-6200 1 Fax(805)532-2540 I moorpark @ci.moc)rparlc.ca.us AyTeq �3� December 13, 2012 Darrell Martin National Demolition Contractors 1536 W. 25th Street, #248 San Pedro, CA 90732 Dear Mr. Martin: On November 28, 2012, the City received your bid protest to the bid results for Specification No. SARA 12-01, Demolition and Removal of Underground Storage Tanks at 412/450 High Street in Moorpark, CA. Your protest centers on the first and second low bidders' failure to list certain subcontractor's that will perform more than 1/2 of 1% of the work. Your specific assertions are listed below, along with the City's response: You asserted that both contractors failed to list a hazardous waste hauler for the asbestos material and stated that you felt that neither contractor had the appropriate registration or insurance required to perform the task. The low bidder, NCM Demolition and Remediation, L.P. is registered with the State of California, Department of Toxic Substances Control as a hazardous waste transporter. Registration# 6019, exp 05/2013. You asserted that both contractors failed to list a waste hauler or elected to forfeit recycling fees. This is not a relevant protest due to the City's status as a franchise waste hauling City and the fact that all contractors must use the City's waste hauler, and will pay the same amount for the service. Alternatively, they are allowed to self-haul with their own forces within the parameters of the Construction and Demolition Program. You referenced Section 706 and 707 and asserted that these sections require the hiring of a soils engineer and registered geologist to provide soil compaction and soil sampling for the project and that neither contractor listed these services at subcontractors. Section 4113 of the Public Contract Code states, in part, that "the word "subcontractor" shall mean a contractor within the meaning of the provisions of Chapter 9 (commencing with Section 7000) of Division 3 of the Business and Professions Code, who contracts with the prime contractor..." Section 7026-7026.3 defines contractor and subcontractor. Professional services such as soils engineers and geologists are not included in this definition and are therefore not required to be listed as subcontractors. JANICE S.PARVIN ROSEANN MIKOS,Ph.D. KEITH F.MILLHOUSE DAVID POLLOCK N,1ARK VAN DAN 3 8 Mayor Councilmember Councilmember Councilmenber Councilmember National Demolition Contractors December 13, 2012 Page 2 We hope this satisfies your concerns regarding the first and low bidders. The City will be moving forward with awarding the contract to the first low bidder. Thank you for your interest in our project. If you have any questions, please contact me at (805) 517-6217. Sincerely, David C. Moe, II Redevelopment Manager cc Steven Kueny, City Manager David A. Bobardt, Community Development Director Jessica Sandifer, Management Analyst Jennifer Perry, National Demolition Contractors Jeff Perry, National Demolition Contractors 39 ATTACHMENT 2 RESOLUTION NO. OB-2013 - A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK, CALIFORNIA, FOR THE SPECIAL MEETING OF JANUARY 8, 2013, APPROVING AN AGREEMENT BETWEEN THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK AND NCM DEMOLITION AND REMEDIATION, L.P. WHEREAS, Section 34179 (e) of the Health and Safety Code requries all actions taken by the Oversight Board to the Successor Agency of the City of Moorpark to be adopted by resolution; and WHEREAS, at the special meeting of January 8, 2013 the Agreement between the Successor Agency of the City of Moorpark and NCM Demolition and Remediation, L.P. for demolition of structures and underground storage tanks at 412/450 High Street was submitted to the Oversight Board for Approval (Agenda Item 7.13.). NOW, THEREFORE, THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. Approve Agreement between the Successor Agency of the Redevelopment Agency of the City of Moorpark and NCM Demolition and Remediation. SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions. PASSED AND ADOPTED this 8th day of January, 2013. Bruce Hamous, Chairperson ATTEST: Maureen Benson, City Clerk 40 ATTACHMENT 3 AGREEMENT BETWEEN THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK AND NCM DEMOLITION AND REMEDIATION, L.P., FOR DEMOLITION OF STRUCTURES AND REMOVAL OF UNDERGROUND STORAGE TANKS - SPECIFICATION NO. SARA 12-01 THIS AGREEMENT, is made and effective as of this day of , 2012, between the Successor Agency of the Redevelopment Agency of the City of Moorpark, a municipal corporation ("Successor Agency") and NCM Demolition and Remediation, L.P., a California limited partnership ("Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: WHEREAS, Successor Agency has the need for construction services related to demolition of structures and removal of underground storage tanks; and WHEREAS, Contractor specializes in providing such services and has the proper work experience, certifications, and background to carry out the duties involved; and WHEREAS, the Board of the Successor Agency at a meeting held on the 19th day of December, 2012, authorized the Executive Director to enter into this Agreement after public bidding in accordance with California Public Code Section 20160, et seq. NOW, THEREFORE, in consideration of the mutual covenants, benefits, and premises herein stated, the parties hereto agree as follows- 1. TERM The term of the Agreement shall be from the date of execution to completion of the work identified in the Scope of Services and in conformance with Exhibit B, unless this Agreement is terminated or suspended as referred to herein. 2. SCOPE OF SERVICES Successor Agency does hereby retain Contractor in a contractual capacity to provide construction services related to demolition of structures and removal of underground storage tanks, as set forth in Exhibit B: Contractor's Bid Proposal, dated November 5, 2012, which exhibit is attached hereto and incorporated herein by this reference as though set forth in full and hereinafter referred to as the "Proposal." Where said Scope of Services is modified by this Agreement, or in the event there is a conflict between the provisions of said Scope of Services and this Agreement, the language contained in this Agreement shall take precedence. Contractor shall perform the tasks described and set forth in Exhibit B attached hereto and incorporated herein by this reference as though set forth in full. Contractor shall complete the tasks according to the schedule of performance which is also set forth in Exhibit B. 41 Compensation for the services to be performed by Contractor shall be in accordance with Exhibit B, attached hereto and incorporated herein by this reference as though set forth in full. Compensation shall not exceed the rates or total value of one hundred and seven thousand seven hundred dollars ($107,700.00) as stated in Exhibit B, without the written authorization of the Executive Director. Payment by Successor Agency to Contractor shall be as referred to in this Agreement. 3. PERFORMANCE Contractor shall at all times faithfully, competently, and to the best of Contractor's ability, experience, and talent, perform all tasks described herein. Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Contractor hereunder in meeting its obligations under this Agreement. 4. MANAGEMENT The individual directly responsible for Contractor's overall performance of the Agreement provisions herein above set forth and to serve as principal liaison between Successor Agency and Contractor shall be Subhas Khara, and no other individual may be substituted without the prior written approval of the Executive Director. The Successor Agency's contact person in charge of administration of this Agreement, and to serve as principal liaison between Contractor and Successor Agency, shall be the Executive Director or the Executive Director's designee. 5. PAYMENT The Successor Agency agrees to pay Contractor monthly, in accordance with the terms and the schedule of payment as set forth in Exhibit B, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. This amount shall not exceed one hundred and seven thousand seven hundred dollars ($107,700.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement, which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the Executive Director. Contractor shall be compensated for any additional services in the amounts and in the manner as agreed to by Executive Director and Contractor at the time Successor Agency's written authorization is given to Contractor for the performance of said services. The Executive Director, if authorized by Successor Agency, may approve additional work not to exceed ten percent (10%) of the amount of the Agreement. Contractor shall submit invoices monthly for actual services performed. Invoices shall be submitted on or about the first business day of each month, or as soon thereafter as practical, for services provided in the previous month. Payment shall be NCM Demolition and Remediation, LP Page 2 of 16 42 made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the Successor Agency disputes any of Contractor's fees it shall give written notice to Contractor within thirty (30) days of receipt of any disputed fees set forth on the invoice. Contractor shall provide appropriate documentation, as determined by the Successor Agency, for all reimbursable expenses. 6. TERMINATION OR SUSPENSION WITHOUT CAUSE 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 Contractor at least ten (10) days prior written notice. Upon receipt of said notice, the Contractor 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. The Contractor may terminate this Agreement only by providing Successor Agency with written notice no less than thirty (30) days in advance of such termination. In the event of such termination, Contractor shall be compensated for such services up to the date of termination. Such compensation for work in progress shall be prorated as to the percentage of progress completed at the date of termination. If the Executive Director or the Executive Director's designee determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, the Successor Agency may proceed in the manner set forth in Section 6-4 of the Greenbook. 7. DEFAULT OF CONTRACTOR The Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default for cause under the terms of this Agreement, Successor Agency shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Contractor. If such failure by the Contractor to make progress in the performance of work hereunder arises out of causes beyond the Contractor's control, and without fault or negligence of the Contractor, it shall not be considered a default. If the Executive Director or the Executive Director's designee determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, he/she shall cause to be served upon the Contractor a written notice of the default. The Contractor shall have five (5) working days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Contractor fails to cure its default within such period of time, the Successor Agency shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. NCM Demolition and Remediation, LP Page 3 of 16 43 8. LIQUIDATED DAMAGES If the Contractor fails to complete the work, or any portion thereof, within the time period required by this Agreement or as duly extended in writing by the Executive Director, Contractor shall forfeit and pay to the Successor Agency, as liquidated damages, the sum of five hundred dollars ($500.00) per day for each calendar day the work, or portion thereof, remains uncompleted after the above specified completion date. Liquidated damages shall be deducted from any payments due or to become due to the Contractor under the terms of this Agreement [Government Code Sec. 53069.851. Progress payments made by the Successor Agency after the above specified completion date shall not constitute a waiver of liquidated damages by the Successor Agency. 9. OWNERSHIP OF DOCUMENTS Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by Successor Agency that relate to the performance of services under this Agreement. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the representatives of Successor Agency or its designees at reasonable times to such books and records; shall give the Successor Agency the right to examine and audit said books and records; shall permit Successor Agency to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Notification of audit shall be provided at least thirty (30) days before any such audit is conducted. Such records, together with supporting documents, shall be maintained for a period of ten (10) years after receipt of final payment. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the Successor Agency and may be used, reused, or otherwise disposed of by the Successor Agency without the permission of the Contractor. With respect to computer files, Contractor shall make available to the Successor Agency, at the Contractor's office and upon reasonable written request by the Successor Agency, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files. 10. INDEMNIFICATION AND HOLD HARMLESS Contractor hereby assumes liability for and agrees to defend (at Indemnitees' option), indemnify, protect, and hold harmless Successor Agency and its Project Contractors, and engineers, officers, agents, and employees ("Indemnitees") from and against any and all claims, charges, damages, demands, actions, proceedings, losses, stop notices, costs, expenses (including attorneys' fees), judgments, civil fines and NCM Demolition and Remediation, LP Page 4 of 16 44 penalties, liabilities of any kind or nature whatsoever, which may be sustained or suffered by or secured against the Indemnitees arising out of or encountered in connection with this Agreement or the performance of the work including, but not limited to, death of or bodily injury to persons or damage to property, including property owned by or under the care and custody of Successor Agency, and for civil fines and penalties, that may arise from or be caused, in whole or in part, by any negligent or other act or omission of Contractor, its officers, agents, employees, or subcontractors including but not limited to, liability arising from: a) Any dangerous, hazardous, unsafe, or defective condition of, in or on the premises, of any nature whatsoever, which may exist by reason of any act, omission, neglect, or any use or occupation of the premises by Contractor, its officers, agents, employees, or subcontractors; b) Any operation conducted upon or any use or occupation of the premises by Contractor, its officers, agents, employees, or subcontractors under or pursuant to the provisions of this Agreement or otherwise; c) Any act, omission, or negligence of Contractor, its officers, agents, employees, or subcontractors; d) Any failure of Contractor, its officers, agents, or employees to comply with any of the terms or conditions of this Agreement or any applicable federal, state, regional, or municipal law, ordinance, rule or regulation; and e) The conditions, operations, uses, occupations, acts, omissions, or negligence referred to in Subsections a, b, c, and d, existing or conducted upon or arising from the use or occupation by Contractor on any other premises in the care, custody and control of Successor Agency. The Contractor also agrees to indemnify Successor Agency and pay for all damage or loss suffered by Successor Agency including but not limited to damage to or loss of Successor Agency property, to the extent not insured by Successor Agency and loss of Successor Agency revenue from any source, caused by or arising out of the conditions, operations, uses, occupations, acts, omissions or negligence referred to in Subsections a, b, c, d, and e. Contractor's obligations under this Section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the rights of Successor Agency under any provision of this Agreement, Contractor shall not be required to indemnify and hold harmless Successor Agency for liability attributable to the active negligence of Successor Agency, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where Successor Agency is shown to have been actively negligent and where Successor Agency's active negligence accounts for only a percentage of the liability NCM Demolition and Remediation, LP Page 5 of 16 45 involved, the obligation of Contractor will be for that entire portion or percentage of liability not attributable to the active negligence of Successor Agency. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section from each and every subcontractor or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. In the event Contractor fails to obtain such indemnity obligations from others as required here, Contractor agrees to be fully responsible according to the terms of this Section. Failure of Successor Agency to monitor compliance with these requirements imposes no additional obligations on Successor Agency and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Successor Agency as set forth here is binding on the successors, assigns, or heirs of Contractor and shall survive the termination of this Agreement or Section. This Indemnity shall survive termination of the Agreement or Final Payment hereunder. This Indemnity is in addition to any other rights or remedies that the Indemnitees may have under the law or under any other Contract Documents or Agreements. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, Successor Agency may, in its sole discretion, reserve, retain, or apply any monies to the Contractor under this Agreement for the purpose of resolving such claims; provided, however, Successor Agency may release such funds if the Contractor provides Successor Agency with reasonable assurance of protection of the Indemnitees' interests. Successor Agency shall, in its sole discretion, determine whether such assurances are reasonable. 11. INSURANCE Contractor shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit A, attached hereto and incorporated herein by this reference as though set forth in full. 12. INDEPENDENT CONTRACTOR Contractor is and shall at all times remain as to the Successor Agency a wholly independent Contractor. 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 Successor Agency 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 Successor Agency. Contractor shall not incur or have the power to incur any debt, obligation, or liability against Successor Agency, or bind Successor Agency in any manner. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in NCM Demolition and Remediation, LP Page 6 of 16 46 the Agreement, Successor Agency shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for Successor Agency. Successor Agency shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder. 13. LEGAL RESPONSIBILITIES The Contractor shall keep itself informed of local, state, and federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such laws and regulations. The Successor Agency, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this Section. 14. ANTI DISCRIMINATION Neither the Contractor, nor any subcontractor under the Contractor, shall discriminate in employment of persons upon the work because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, or gender of such person, except as provided in Section 12940 of the Government Code. The Contractor shall have responsibility for compliance with this Section [Labor Code Section 1735]. 15. UNDUE INFLUENCE Contractor declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the Successor Agency in connection with the award, terms, or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the Successor Agency will receive compensation, directly or indirectly from Contractor, or any officer, employee, or agent of Contractor, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the Successor Agency to any and all remedies at law or in equity. 16. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of the Successor Agency, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Project during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the Project performed under this Agreement. 17. CONFLICT OF INTEREST Contractor covenants that neither they nor any officer or principal of their firm have any interests, nor shall they acquire any interest, directly or indirectly, which will NCM Demolition and Remediation, LP Page 7 of 16 47 conflict in any manner or degree with the performance of their services hereunder. Contractor further covenants that in the performance of this Agreement, they shall employ no person having such interest as an officer, employee, agent, or subcontractor. Contractor further covenants that Contractor has not contracted with nor is performing any services directly or indirectly, with the developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) and/or public agency(ies) owning property and/or processing an entitlement application for property in the City or its Area of Interest, now or within the past one (1) year, and further covenants and agrees that Contractor and/or its subcontractors shall provide no service or enter into any contract with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) and/or public agency(ies) owning property and/or processing an entitlement application for property in the City or its Area of Interest, while under contract with the Successor Agency and for a one (1) year time period following termination of this Agreement. 18. NOTICE Any notice to be given pursuant to this Agreement shall be in writing, and all such notices and any other document to be delivered shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the party for whom intended as follows: To: City Manager City of Moorpark 799 Moorpark Avenue Moorpark, California 93021 To: Subhas Khara, President NCM Demolition and Remediation, LP 404 North Berry Street Brea, California 92821 Either party may, from time to time, by written notice to the other, designate a different address or contact person, which shall be substituted for the one above specified. Notices, payments and other documents shall be deemed delivered upon receipt by personal service or as of the third (3rd) day after deposit in the United States mail. 19. CHANGE IN NAME Should a change be contemplated in the name or nature of the Contractor's legal entity, the Contractor shall first notify the Successor Agency in order that proper steps may be taken to have the change reflected in the Agreement documents. 20. ASSIGNMENT Contractor shall not assign this Agreement or any of the rights, duties, or obligations hereunder. It is understood and acknowledged by the parties that Contractor is uniquely qualified to perform the services provided for in this Agreement. NCM Demolition and Remediation, LP Page 8 of 16 48 21. LICENSES At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the services in this Agreement. 22. VENUE AND GOVERNING LAW This Agreement is made, entered into, and executed in Ventura County, California, and any action filed in any court or for arbitration for the interpretation, enforcement or other action of the terms, conditions, or covenants referred to herein shall be filed in the applicable court in Ventura County, California. The Successor Agency and Contractor understand and agree that the laws of the state of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. 23. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 24. CAPTIONS OR HEADINGS The captions and headings of the various Articles, Paragraphs, Sections, and Exhibits of this Agreement are for convenience and identification only and shall not be deemed to limit or define the content of the respective Articles, Paragraphs, Sections, and Exhibits hereof. 25. AMENDMENTS Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by both parties to this Agreement. 26. TIME OF COMPLETION Successor Agency and Contractor agree that time is of the essence in this Agreement. Successor Agency and Contractor further agree that Contractor's failure to perform on or at the times set forth in this Agreement will damage and injure Successor Agency, but the extent of such damage and injury is difficult or speculative to ascertain. Consequently, Successor Agency and Contractor agree that any failure to perform by Contractor at or within the times set forth herein shall result in liquidated damages as defined in this Agreement for each and every day such performance is late. Successor NCM Demolition and Remediation, LP Page 9 of 16 49 Agency and Contractor agree that such sum is reasonable and fair. Furthermore, Successor Agency and Contractor agree that this Agreement is subject to Government Code Section 53069.85 and that each party hereto is familiar with and understands the obligations of said Section of the Government Code. 27. PRECEDENCE Contractor is bound by the contents of Successor Agency's Bid Package and Proposal, Exhibit B, attached hereto and incorporated herein by this reference as though set forth in full. In the event of conflict, the requirements of the Successor Agency's Bid Package and this Agreement shall take precedence over those contained in the Proposal. 28. INTERPRETATION OF AGREEMENT Should interpretation of this Agreement, or any portion thereof, be necessary, it is deemed that this Agreement was prepared by the parties jointly and equally, and shall not be interpreted against either party on the ground that the party prepared the Agreement or caused it to be prepared. 29. WAIVER No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding unless executed in writing by the party making the waiver. 30. AUTHORITY TO EXECUTE The person or persons executing this Agreement on behalf of the Contractor warrants and represents that he/she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of obligations hereunder. [signatures next page] NCM Demolition and Remediation, LP Page 10 of 16 50 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF MOORPARK NCM Demolition and Remediation, LP By: By: Steven Kueny, Executive Director Subhas Khara., President Attest: Maureen Benson, City Clerk NCM Demolition and Remediation, LP Page 11 of 16 51 EXHIBIT A INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Contractor will maintain insurance in conformance with the requirements set forth below. Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, it will be amended to do so. Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to the City. Contractor shall provide the following types and amounts of insurance: 1. Commercial General Liability Commercial General Liability Insurance shall be provided by an Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits shall be no less than $2,000,000 per occurrence for all covered losses and no less than $4,000,000 general aggregate. Contractor's policy shall contain no endorsements limiting coverage beyond the basic policy coverage grant for any of the following: a. Explosion, collapse or underground hazard (XCU) b. Products and completed operations c. Pollution liability d. Contractual liability Coverage shall be applicable to City for injury to employees of contractors, subcontractors, or others involved in the project. Policy shall be endorsed to provide a separate limit applicable to this project. 2. Workers' Compensation Workers' Compensation insurance shall be provided on a state-approved policy form providing statutory benefits as required by law with employers' liability limits no less than $1,000,000 per accident for all covered losses. NCM Demolition and Remediation, LP Page 12 of 16 52 3. Business Auto Coverage Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 06 92 including symbol 1 (Any Auto) or the exact equivalent shall be provided. Limits shall be no less than $1,000,000 per accident, combined single limit. If Contractor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Contractor or Contractor's employees will use personal autos in any way on this project, Contract shall provide evidence of personal auto liability coverage for each such person. 4. Excess or Umbrella Liability Excess or Umbrella Liability insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Coverage shall be provided on a "pay on behalf" basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to Successor Agency for injury to employees of contractor, subcontractors, or others involved in the Work. The scope of coverage provided is subject to the approval of Successor Agency following receipt of proof of insurance as required herein. Limits are subject to review. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with A.M. Best rating of A- or better and a minimum financial size of VII. Contractor and Successor Agency agrees as follows: 1. Contractor agrees to endorse the third party general liability coverage required herein to include as additional insureds Successor Agency, its officials, employees, agents, using standard ISO endorsement No. CG 2010 with an edition date of 1985. Contractor also agrees to require all contractors, subcontractors, and any one else involved in any way with the project contemplated by this Agreement to do likewise. 2. Any waiver of subrogation express or implied on the part of the Successor Agency to any party involved in this Agreement or related documents applies only to the extent of insurance proceeds actually paid. Successor Agency, having required that it be named as an additional insured to all insurance coverage required herein, expressly retains the right to subrogate against any party for sums not paid by insurance. For its part, Contractor agrees to waive subrogation rights against Successor Agency regardless of the applicability of any insurance proceeds, and to require all contractors, subcontractors, or others involved in any way with the project contemplated by this Agreement to do likewise. 3. All insurance coverage maintained or procured by Contractor or required of others by Contractor pursuant to this Agreement shall be endorsed to delete the subrogation condition as to the Successor Agency, or to specifically allow NCM Demolition and Remediation, LP Page 13 of 16 53 Contractor or others providing insurance herein to waive subrogation prior to a loss. This endorsement shall be obtained regardless of existing policy wording that may appear to allow such waivers. 4. It is agreed by Contractor and Successor Agency that insurance provided pursuant to these requirements is not intended by any party to be limited to providing coverage for the vicarious liability of Successor Agency, or to the supervisory role, if any, of Successor Agency. All insurance coverage provided pursuant to this or any other Agreement (express or implied) in any way relating to Successor Agency is intended to apply to the full extent of the policies involved. Nothing referred to here or contained in any agreement involving Successor Agency in relation to the project contemplated by this Agreement is intended to be construed to limit the application of insurance coverage in any way. 5. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to Successor Agency and approved of in writing. 6. All coverage types and limits required are subject to approval, modification, and additional requirements by the Successor Agency, as the need arises. Contractor shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discover period) that may affect Successor Agency's protection without Successor Agency's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of binders of coverage, or endorsements, or certificates of insurance, shall be delivered to Successor Agency at or prior to the execution of this Agreement. In the event such proof of insurance is not delivered as required, or in the event such insurance is canceled or reduced at any time and no replacement coverage is provided, Successor Agency has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other Agreement and to pay the premium. Any premium so paid by Successor Agency shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at Successor Agency option. 8. Contractor agrees to endorse, and to required others to endorse, the insurance provided pursuant to these requirements, to require 30 days notice to Successor Agency and the appropriate tender prior to cancellation or reduction of such liability coverage and notice of any material alteration or non-renewal of any such coverage, and to require contractors, subcontractors, and any other party in any way involved with the project contemplated by this Agreement to do likewise. 9. It is acknowledged by the parties of this Agreement that all insurance coverage required to be provided by Contractor or any subcontractor, and any other party involved with the project who is brought onto or involved in the project by Contractor, is intended to apply first and on a primary non-contributing basis in NCM Demolition and Remediation, LP Page 14 of 16 54 relation to any other insurance or self insurance available to the Successor Agency. 10. Contractor agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request, all agreements with subcontractors and others engaged in this project will be submitted to Successor Agency for review. 11. Contractor agrees that all layers of third party liability coverage required herein, primary, umbrella and excess, will have the same starting and expiration date. Contractor agrees further that all other third party coverages required herein will likewise have concurrent starting and ending dates. 12. Contractor agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, architect, engineer, or other entity or person in any way involved in the performance of Work on the project contemplated by this Agreement to self-insure its obligations to Successor Agency. If Contractor's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the Successor Agency. At that time the Successor Agency shall review options with the Contractor, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 13. The Successor Agency reserves the right at any time during the term of this Agreement to change the amounts and types of insurance required by giving the Contractor 90 days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the Successor Agency will negotiate additional compensation proportional to the increased benefit to Successor Agency. 14. For purposes of applying insurance coverage only, all contracts pertaining to the project will be deemed to be executed when finalized and any activity commences in furtherance of performance under this Agreement. 15. Contractor acknowledges and agrees that any actual or alleged failure on the part of Successor Agency to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on Successor Agency nor does it waive any rights hereunder in this or any other regard. 16. Contractor will renew the required coverage annually as long as Successor Agency, or its employees or agents face an exposure from operations of any type pursuance to this Agreement. This obligation applies whether or not the NCM Demolition and Remediation, LP Page 15 of 16 55 Agreement is canceled or terminated for any reason. The insurance shall include but not be limited to products and completed operations and discontinued operations, where applicable. Termination of this obligation is not effective until Successor Agency executes a written statement to that effect. 17. Contractor agrees to waive its statutory immunity under any workers' compensation statute or similar statute, in relation to the Successor Agency, and to require all subcontractors and any other person or entity involved in the project contemplated by this Agreement to do likewise. 18. Requirements of specific coverage features are not intended as limitations on other requirements or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be all-inclusive. 19. Any provision in any of the construction documents dealing with the insurance coverage provided pursuant to these requirements, is subordinate to and superseded by the requirements contained herein. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties to be interpreted as such. 20. All liability coverage provided according to these requirements must be endorsed to provide a separate aggregate limit for the project that is the subject of this Agreement and evidencing products and completed operations coverage for not less than two years after issuance of a final certificate of occupancy by all appropriate government agencies or acceptance of the completed work by Successor Agency. 21. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to change Successor Agency or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to Successor Agency. It is not the intent of Successor Agency to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against Successor Agency for payment of premiums or other amounts with respect thereto. 22. Contractor agrees to obtain and provide to Successor Agency a copy of Professional Liability coverage for Architects or Engineers on this project through Contractor. Successor Agency shall determine the liability limit. NCM Demolition and Remediation, LP Page 16 of 16 56 EXHIBIT B CITY OF MOORPARK PROPOSAL for Demolition of Structures and Removal of Underground Storage Tanks 4121450 High Street, Moorpark, CA Specification No. SARA 12-01 Bids to be received on October 25, 2012, at 3:30 p.m. Completion Time: 30 Consecutive Working Days after Receipt of Notice to Proceed Liquidated Damages $500 per Calendar Day Number of Pages in Proposal: 21 CONTRACTOR Name NCM Demolition and Remediation, LP Street Address 404 North Berry Street City Brea State CA Zip Code 92821 Telephone Number.(714)672-3500 Fax Number (714)672-3501 Email ivalleios(a)_ncmgroup.com The City reserves the right to delete any bid item to the extent that the bid is qualified by specific limitation. SUBMIT PAGES 23 THROUGH 39 FULLY EXECUTED WITH THIS PROPOSAL 1 23 Demolition and UST Removal 57 i SARA 12-01 Left Blank Intentionally 24 Demolition and UST Removal 58 f SARA 12-01 LIST OF DOCUMENTS TO BE SUBMITTED WITH PROPOSAL FOR Demolition and Removal of Underground Storage Tanks 4121450 High Street Instructions for Signing Proposal, Bonds, and Contract.................................Page 25 Contractor's Proposal Statement...................................................................Page 26 Proposed Schedule of Work and Prices.........................................................Page 28 Bidder's Bond to Accompany Proposal..........................................................Page 31 Form to Accompany Bid Bond........................................................................Page 32 Statement of Bidder's Qualifications and References ....................................Page 33 Statement of Bidder's Past Contract Disqualifications....................................Page 35 Questionnaire Regarding Subcontractors ......................................................Page 36 Bidder's Statement of Subcontractors and Material Fabricators ....................Page 37 Non-collusion Affidavit....................................................................................Page 39 25 Demolltion and UST Removal 59 INSTRUCTIONS FOR SIGNING PROPOSAL BONDS AND CONTRACT Corporations a) Give name of Corporation. b) Signatures: President or Vice-president and Secretary or Assistant Secretary. c) Affix corporate seal and notary's acknowledgment. d) Others may sign for the corporation if the City has been furnished a certified copy of a resolution of the corporate board of directors authorizing them to do so. Partnerships a) Signatures: All members of partnership. One may sign if City has a copy of authorization. b) Affix notary's acknowledgment. Joint Ventures a) Give the names of the joint venturers. b) Signatures: All joint venturers. One may sign if City has a copy of authorization. c) Affix notary's acknowledgment_ Individuals a) Signature: The individual. b) Affix notary's acknowledgment. c) Another may sign for the individual if the City has been furnished a notarized power-of-attorney authorizing the other person to sign. Fictitious Names a) Show fictitious names. b) Satisfy all pertinent requirements shown above. Bonds a) In addition to all pertinent requirements above, give signature of Attorney-in- fact and apply surety's seal and provide address and telephone number of said surety. PLEASE ADHERE TO THE APPLICABLE SIGNING INSTRUCTIONS 26 Demolition and UST Removal 60 CONTRACTOR'S PROPOSAL STATEMENT Successor Agency of the Redevelopment Agency of the City of Moorpark Moorpark, California 93021 Pursuant to the foregoing Notice Inviting Bids, the undersigned declares that he/she has carefully examined the location of the proposed work, that he/she has examined the Plans and Specifications and read the accompanying instructions to bidders, and hereby proposes to furnish all materials and to do all the work required to complete such work in accordance with such Plans and Specifications for the prices set forth in this Proposal. The undersigned has carefully checked all the figures in this Proposal and understands that City will not be responsible for any error or omission on the part of the undersigned in preparing this bid nor will City release the undersigned on account of such error or omission. The undersigned swears or affirms under penalty of perjury that the information regarding the Contractor's License is true and correct. The undersigned further agrees that in case of default in executing the required Contract within the applicable fourteen (10) calendar days or thereafter failing to provide the necessary bonds, within fourteen (10) calendar days after the contract has been fully executed, the proceeds of check or bond accompanying the bid shall become the property of the City of Moorpark. Licensed in accordance with an act providing for the registration of Contractor's License No. 914688 Class A,B,C-21,ASB&PAZ Expiration Date April 30, 2014 Names of Co-Partners or Corporate Officers and Titles: NCM Demolition and Remediation GP, Inc.- General Partner; and NCM G ou oldin s, LLC-Limited Partner Signature of Bidder Subhas Khara President Title Signature of Bidder Title Name of Contractor or Firm Date of Submittal November 2, 2012 NCM Demolition and Remediation, LP Telephone No. 714 ) 672-3500 Address 404 North Berry Street, Brea, CA 92821 Limited Partnership N/A Doing Business as Individual/Partnership/Corporation State of Incorporation Federal Tax Identification Number: 26-1400552 ALL SIGNATURES MUST BE NOTARIZED (Attach or Affix Executed Acknowledgement Form, and Corporate Seal if Applicable 27 Demolition and UST Removal 61 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT �a:rcrecciecrc,r:e>r.�r<rtrmtx.cccctac�urcctcc:rrcc:rcr..r�.cr.�r-.c�.<,rzrc:c�rcrcx,c>cacxcrcr.�n.�r.�:rrrc;r-.c:tac�^. rc�c;e�,.� State of California County of Orange _ On November 2, 2012 before me, Sha_r_on_Katsiroumbas, Notary Public Date Here losed Name and Title of the Officer personally appeared Subhas Khara Namc(�)at Signet{s} �? fi who proved to me on the basis of satisfactory evidence to be the person(s) whose named Ware- ? subscribed to the within instrument and acknowledged fi to me that helsheMey executed the same in hislherftheir-authorized capacity(ies), and that by his/he#their signatureO on the instrument the r persons,or the entity upon behalf of which the person(;af acted,executed the instrument. SHARON MATSIROUMBAS I certify under PENALTY OF PERJURY under the Commission# 1891627 a -r Notary Public-California Z laws of the State of California that the foregoing r Z Orange County paragraph is true and correct. My Comm.Expires Jun 30,2014 < WITNESjmyh and o fficia sea[, Signature tif7l Place Nolart Seal Above ✓ Signature of Notary Public OPTIONAL ZZZ Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document Contractor's Proposal Statement Document Date: November 21 2012 _ _ _ _Number of Pages: One Signer(s)Other Than Named Above: None - Capacity(ies)Claimed by Signer(s) Signer's Name: _Smbbas Khara Signer's Name: �i Corporate Officer Title(s): -,Corporate Officer—Title(s)._. N Individual ass =; !Individual f = Partner—L.,Limited L. General Top of thumb here '–,Partner—'-'Limited '...l General roe of frtttn,r�Here Attorney in Fact Attorney in Fact Trustee ;Trustee S Guardian or Conservator Guardian or Conservator h p Other: President Other: ' Signer Is Representing: NCM Signer Is Representing: Demolition and Remediation, LIP tb•2009 Nalicnal P omsy As<_obalicm•NationalNotaty_org 1.800-US?NOTARY(1-800-6701-6827) Item 45907 62 r FEBRUARY 9,2011 NCM DEMOLITION AND REMEDIATION,LP CONSENT OF THE GENERAL PARTNER The undersigned, being the general partner of NCM Demolition and Remediation, LP, a Delaware limited partnership (the "Partnership"); in lieu of holding a special meeting of the general partner of the Partnership, hereby takes the following action and adopts the following resolution by written consent pursuant to the Limited Partnership Agreement of the Partnership: RESOLVED, that the following persons be, and hereby are, elected to serve as officers of the Partnership in the capacity set forth opposite his respective name until his successor $Ball be duly elected and qualified or until his earlier death,resignation or removal: Subhas Khara President Duane Kerr CFO David A.Jungers Vice President The action taken by this consent shall have the same force and effect as if taken at a special meeting of the general. partner duty called and constituted pursuant to the Limited Partnership Agreement of the Partnership and the laws of the State of Delaware. IN WITNESS WHEREOF, the undersigned have executed this Consent of the General Partner as of the date first written above. NCM DEMOLITION AND REMEDIATION GP, INC. By. �1 _ Name: Michael A.Nibarger :Its: Director 63 NCM DEMOLITION AND REMEDIATION GP;.INC. CONSENT IN LIEU OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS FEBRUARY 9,2011 The undersigned, being all of the members of the board of directors (the "Board") of NCM Demolition and Remediation GP,Inc.,a Delaware corporation (the "Corporation') in lieu of holding a special meeting of the Board of the Corporation, hereby takes the following action and adopts the following resolutions by written consent pursuant to Section 141(f)of the General. Corporation Law of the State of.Delaware; ELECTION OF OFFICERS RESOLVED;that the following individuals be, and hereby are, elected to serve as officers of the Corporation in the capacity set forth opposite his or her respective name until his other successor shall be duly elected and qualified or until his or her earlier death,resignation or removal: Subhas Khara President Duane Kerr Chief Financial Officer and Secretary David A.Jungers. Vice President Tim Miller Vice President Janet Dean Assistant Secretary RESOLVED,that Janet Dean shall only have the power to cause NCM Demolition and Remediation,LP a;subsidiary of the Corporation,to submit bids, to apply for licenses,pre-qualifications,and project contracts and to obtain bonds, and such person is not.authorized to and.shall not, conduct any other business on behalf of the Corporation (including causing the Corporation to enter into any other contracts or agreement or incur any liabilities). The actions taken by this consent shall have the same force and effect as if taken at a special meeting of the Corporation duly called and constituted pursuant to the By-laws of the Corporation and the laws of the State of Delaware. 64 IN WITNESS WHEREOF, the undersigned have executed this Consent of the sole director of the Corporation as of the date first written above. By: Name: ichael A.Nibarger Its: Director -2- 65 PROPOSED SCHEDULE OF WORK AND PRICES FOR DEMOLITION AND REMOVAL OF UNDERGROUND STORAGE TANKS Item Payment Unit No. Ref. Description Qty Unit Price Total 1 703-2 Stormwater Pollution Control 1 Lump $5,000.00 Plan 2 704-2 Tank Excavation including 4 Lump $35,000.00 shoring, as needed Sum 3 705-2 Tank and Piping Cleaning 4 EA Sump $15,000.00 4 706-2 Tank and Piping Removal and 4 EA Lump $20,000.00 Disposal/Recycling Sum 5 707-2 Soil Sampling/Testing at Tank n/a Lump $5,000.00 Removal Sum 6 708-2 Demolition of Existing Office n/a Lump $25,000.00 Structure, and Fuel Islands Sum 7 Add#1 Addendum#1 n/a Sump $2,700.00 Total Amount of Bid $ 107,700.00 Contractor's Name NCM Demolition and Remediation, LP 28 Demolition and UST Removal 66 PROPOSED SCHEDULE OF WORK AND PRICES Demolition and Removal of Underground Storage Tanks *ADD ITIONS/DEDUCTIONS TOTAL AMOUNT BID $N/A Bid Item No. New Total Addition for: Addition for: + Addition for: + Deduction for: Deduction for: Deduction for: - Adjusted Total Bid Amount: $ N/A Adjusted Total Bid Amount in Words: N/A Provisions are made for the bidder to include additions or deductions in price for bid item(s)to reflect last-minute adjustments in bidder's total bid amount. The bid item for which the addition or deduction in price is made shall be listed by the bidder as indicated above. The unit price for that item (if applicable) shall be adjusted by dividing the bid quantity into the new total amount as determined after adding or subtracting the amount listed by the contractor for such item. The following addenda are acknowledged: Number Date (Bidder must fill in number and date of one 11/1/2012 each addendum or may enter the word "None" if appropriate.) I make this Proposal and certify under penalty of perjury that all the statements in this proposal that I have signed are true and correct. NCM Demolition and Remediation, LP C ntractor's Name Contractor's Name 11/2/2012 Signature Date Signature Date Subhas Khara President Title Title 29 Demolition and UST Removal 67 i Left Blank Intentionally i 30 Demolition and UST Removal 68 BIDDER'S BOND TO ACCOMPANY PROPOSAL (in lieu of cash, certified or cashier's check) KNOW ALL PERSONS BY THESE PRESENTS: That we,NCM DEMOLITION AND REMEDIATION,LP , as Principal, and WESTCHESTER FIRE INSURANCE COMPANY,­ aS Surety, acknowledge- ourselves jointly and severally bound to the City of Moorpark,the obligee,for ten (10) percent of the total bid, to be paid to the City if the Proposal shall be accepted and the Principal shall fail to execute the Contract tendered by the City within the applicable time specified in the Bid Terms and Conditions, or fails to furnish either the required Faithful Performance or Labor and Material Bonds, or fails to famish evidence of insurance as required in the Standard Specifications, then this obligation shall become due and payable, and Surety shall pay to obligee, in case suit is brought upon this bond In addition to the bond amount hereof, court costs and a reasonable attomey's fee to be fixed by the court. if the Principal executes the contract and furnishes the required bonds and evidence of insurance as provided in the contract documents, this bond shall be extinguished and released. It is hereby agreed that bid errors shall not constitute a defense to forfeiture. WITNESS our hands this_ 1ST day of NOVEMBER , 2012. NCM DEMO ON AND REMEDIATION, LP Contra or By Title Subhas Khara President By Title WESTCHESTER FIRE INSURANCE COMPANY Surety By DENNIS ERA EY-IN-FACT 31 Demolition and UST Removal 69 FORM TO ACCOMPANY BID BONG STATE OF CALIFORNIA **SEE ATTACHED** COUNTY OF } SS. CITY OF } On this day of , 2012, before me, the undersigned, a Notary Public in and for said County and State, residing therein,duly commissioned and sworn, personally appeared know to be the Of and the same person whose name is subscribed to the within instrument as the of said and the said duly acknowledged to me that he/she subscribed the name of thereto as Surety and his/her own name as IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in the certificate first above written. Notary Public in and for said County and State aforesaid. If certified or cashier's check is submitted herewith, state check number and amount$ 32 Demolition and UST Removal 70 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA County of LOS ANGELES } On NOVEMBER 1, 2012 before me, SARAH E.CAMPBELL, NOTARY PUBLIC ------------------------------ ------------- --.... Date Here insert Name ana i riie of the Officer personally appeared DENNIS LANGER Narne(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(x whose name(x) is/)=subscribed to the within instrument and acknowledged to me that he/;)Ot7wm executed the same in his/z04 0'M-authorized capacityi)Wi, SARAH E.CAMPBELL and that by his/)ODWM signature(x on the instrument the SARAH person(x , or the entity upon behalf of which the person(;:comm.0 Notary Public California o acted, executed the instrument. z Los Angeles County Comm.Expires Mar.16,2016 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness m h ;d�official seal. Signature i Place Notary Seal Above Si u o ry ublic SARAH E.CAMPBELL OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: NCM DEMOLITION AND REMEDIATION, LP-BID BOND-CITY OF MOORPARK ------- ................•---..._.._...------ . --- --.......................... Document Date:-NOVEMBER 1, 2012 Number of Pages: Signer(s) Other Than Named Above: NONE Capacity(ies) Claimed by Signer(s) Signer's Name: DENNIS LANGER Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑ Corporate Officer—Title(s): ❑ Partner—❑Limited❑General ❑ Partner—❑ Limited❑General [Xi Attorney in Fact ❑ Attorney in Fact ❑ Trustee ❑ Trustee ❑ Guardian or Conservator Top of thumb here ❑ Guardian or Conservator Top o7thumbhere ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: 02007 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402-www:Nationa]Notaryorg Item#5907 Reorder:Call Toll-Free 1-800-876-6827 71 Power O,f WESTCIIE�'MR FIRE INSURANCE OMl'A1V Attorney Know al men by these presents:That W S..Cfl S`I ER:FIRE INSURANCE COMPANY,a"corporation of the Commonwealth of Pennsylvania pursuant to the flllowing Resotuhor>atfopted by the Board ofPireetors of thesaid Cornpany on Docember 1 I,2006 to Wit:: tFSOLVED,that the 06vieg authonzaiionsmaieio The evacution,'ror and on behalf of the Corr gan¢of bonds,mdenakmg rewgmzan ks eonvaels and ut her)vntten commilmemsor the Company entered Vito�1(,to,:oEdtnu**cot a orbnsmesg{each a Written COmmrtment'�: (I), Each of th6Chairman,the Presiddit and ahe Vice preatdePls of the Company is hereby.authorized to execute any 3Yiiuen Commifrneol for andtin behalf of tiaCompan) under the seal of the Company of ' otherwise (2) .Each duly"appoihfed ario(�Iey-in{act of the Comp�ry rs hBreby 8rahorjattl to oNecure aoy,W ritten Commilmem for and on behalf 6-t a Company utrdor tha,dal of the Company u olhenvae to the exlem that i such aciliuris:authorized¢;paria great Of`po\vers provided for in stich:peisanS lvnhap:appenritment as such attomey-in-fact. (3) Eaettof t,he' 4 an the President and the Vice Presidents of the Company is hereby.authorized,for and on behalf of the Company to appoint m writing anyperson the aitomoy-hn-fact ofthe Company wilt Full powerand eiilhonfy.to.execute,for and on behalfoftbe CoMpany,inderthe seal:of the Company or otherwise,such Writlen.:Comrrutmerils of the Company as may be specified m"such V Ren uppmr)tmmi,-svateh specification may be by::genatal'ryptar class Of 1Vririe6 Commniiienis•9r by specification of one or more pefl culal'Wrl[rm Commihnoni3; (4) Each oftaa Chairman,the President and Vise Pfesrdenisa7the Co)npanyus herebya4knized,for and on behalf of the Company,16 dalcgsle rn�wdhng any utherofficer,of the Company,the authontyro execula,for and on behalf of the Company;'vhder the Company's seal.or otheewase,.such Written Commitments of the Company as are specified in such written di&gallon,which spec.McMinn may W*:::_ general type or class of Wri tten Commitments or by specification of one or more particular Written Commitments. (5) The signaluraof any+> car ocother pe[son wxecuhng any Wrihen Commnmein oreppomtmeni aidelegauonpursuant to this Reso)ot ton,and the wal of thirCom*y.maybe Oxed by.facsimile on such Written Comruit!nanf of wri119iraPPommn@ihf or.dalegatron:: FURTHER RESOLVED tlm.the foregorag,Resolunon shall not be deemed to be an exclrisrve statement afihe powers and authority of officers,employees and outer persons to act for and on behalf of the Company,andsualr Rasoluaoh Shan not- 9r othenvise�6&4e fhe a%0rcisB pf at!y suds power or 9[iutoYnty othenYtse validly granted or vested. Does hereby nominate,cortstttute and appoint Penms Langer lamina Monroe Paul Boucher,all of the City of LOS ANGELES,California each in rvi lually if there be more than one named,its true'and awful attome0ri-fact,to make execute,Seal and deliver on its behalf,and as its act atid deed any and all-bonds,undertakings, ' recognr neeS,conuacfs and other WfttIngs'n the nature thereof in penalties no[exceeding Fifteen million dollars'&7cro cents($15 000 O.ROO)and the execution of Such wAfinji in P6 Of these 13resents'shall be aS:btnding upon said Company,as fully andamply as tf they had been duly executed and acknowledged by the regularly elected ofFfcers ofthe Company a#-its,priricipal Alice, , IN WITNESS WHIfEOF the said$tephenM Raney,Vice-Frtsident,has hereuntosubscribetthis name and aftixedzheCorporate seal of the said WESTCHESTER F1 E INSURANCE COMPANY Ibis S day-0 f Marelt'2O12. ' WESTCRESTER FIRE INSURANCE COMPANY � - 'M: i s4ll oa M R0-Y vice Pocswon COMMONWEALTH OF PENNSYLVANIA COUNTY OF PHILADELPHIA' 5s. On this S day o march AD 201 hBforB'rtt@ a Notary Pubbc o'f the Commonwealth of Pennsylvania 1u and for the County 6f-Philadelphia carne Stephen M.Haney,Vice President of the VkskItESTEIZ)F:1RE INSURANCE COMPANito me personally known to'be the individual and officer who executed the preceding mstrument,.and lie ackriowlocigod tkat he executod th0 same arid that the seal affixed to the preceding,instfumettt Is the Corporate seat ofsatd Company;that the said corporate seal acid tits signature Were duly affixed by the aufhorrty and d'irection tiP the said corporations and that Resbluuon adopted by the Board of Directors of said Company,referred tom the preceding r[as[Tumettt i8 xiou in force IN TESTIMONY WHEREOF,I#lave hereunto set thy hand andaifFixed my:offfciat seal at the City of Philadelphia the:day and year first above writt en. �'KryVy .a`�#k4 L=. 1,the undersigned Assistant Secretary of t&e.:W ESTC09STER FUtlE INS.VRANCE COMPANY,do hereby certify;that the original PQWER QFATTORNE�;of U o which the foregoing is a substantially true and correct copy,Ts in full force acrd effect. I In witness whereof;I have hereunto subscribed my rudne as Assistant Secret"rid affixed the corporateseal of the Cory3oradon;this day v 0 i 2oi2 LL t �x A tflumt 7.ttel:y.ltslhAan a�y{pry -HIS POWER OF ATTORI)1)Y MAY NOT BE USED TO EXECUTE ANY BOND?WITH AN_INCEPTION DA. E.AFTEA March OS 2010. N O z O ® THE BACK OF THIS DOCUMENT LISTS VARIOUS SECURITY FEATURES ® THAT WILL PROTECT AGAINST COPY COUNTERFEIT AND ALTERATION. ® 72 STATEMENT OF BIDDER'S QUALIFICATIONS AND REFERENCES The bidder is required to state the bidder's financial ability and a general description of similar work performed. Required Qualifications: Bidders must hold a valid State of California Contractor's License ("A") at the time the bid is submitted to the City, and must have satisfactorily completed at least three Southern California municipal projects in the last five years of comparable size to the scope of this project. Number of years engaged in providing the work included within the scope of the specifications under the present business name: 4 1/2 years List and describe fully the last three contracts performed by your firm which demonstrate your ability to complete the work included with the scope of the specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. 1 Customer Name: see attached reference list Contact Individual: Phone No. Address: Contract Amount: Year: Description of work done: Reference No. 2 Customer Name: Contact Individual: Phone No. Address: Contract Amount: Year: Description of work done: Reference No. 3 Customer Name: Contact Individual: Phone No. Address: Contract Amount: Year: Description of work done: 33 Demolition and UST Removal 73 STATEMENT OF BIDDER'S QUALIFICATIONS AND REFERENCES (Cont'd) STATE OF CALIFORNIA, COUNTY OF Orange am the President of NCM Demoltion and Remediation, LP the bidder herein. I have read the foregoing statement and know the contents thereof, and I certify that the same is true to my knowledge, except as to those matters which are therein stated upon my information or belief, and as to those matters 1 believe it to be true. Executed on November 2, 2012 at Brea , California. (date) (place) I declare, under penalty of perjury, that the foregoing is true and correct. L4--- Signature of Bidder Subhas Khara, President Title Signature of Bidder Title i 34 Demolition and UST Removal 74 NCM Demolition and Remediation, LP Reference List 75 COMPLETED PROJECT REFERENCES (Abatement and Demolition) Name,Address and Telephone Amount of Contract Start Complete Scope of Work of Owner of Work or Prime Contractor (to closest thousand dollars) Date Date In Progress: Southern California Edison Company $43,700,000 10/09 07/2012 Decommissioning of the Mohave Generating 300 North Lone Hill Avenue Station in Laughlin, NV to include abatement, San Dimas, CA 91773 demolition, pond and landfill closures. Paul Phelan, (909) 394-8601 Completed: DTE Energy Services $656,450 5/2011 8/2011 Demolition of two coal-fired boilers and 414 S. Main Street, Suite 600 superstructures, bag houses, silos, control Ann Arbor, MI 48104 rooms, pulverizers and ancillary support Joseph Wottreng, (734-302-8230 features while protecting an existing pipe rack within the work area. Aproximately 5,000 tons of ferrous and non-ferrous materials were recycled. Suffolk-Roe[ $872,744 11/2010 2/2012 Abatement and demolition of 7 buildings on 3366 Kurtz Street an occupied county facility.Abatement San Diego, CA 92110 included the removal and disposal of Jason Albrecht, (619) 906-2908 asbestos, lead and universal wastes, cleaning and disposal of one AST and decontamination of process equipment. Demolition included the removal and recycling/disposal of 160,000 square feet of buildings and 290,000 square feet of surrounding site improvements. Structures consisted of six single level structures and one three level structure. Work was completed in phases to allow phased construction and continued access to the facility. 1 NCM Demolition and Remediation, LP G:\Administration\Sharon\Demo Ref Master with#s(NCM).xis 7/1612012 v rn COMPLETED PROJECT REFERENCES (Abatement and Demolition) Name, Address and Telephone Amount of Contract Start Complete Scope of Work of Owner of Work or Prime Contractor (to closest thousand dollars) Date Date SunCal Oak Knoll, LLC $2,169,800 11/10 12/2011 Demolition of approximately 564,500 sf of 300 Frank H. Ogawa Plaza, Suite 342 buildings consisting of the 9 story main Oakland, CA 94612 hospital building utilizing explosive demolition Pat Kehiler, (510)251-0711 (including basement and foundations), public restrooms, gatehouse, heating plant, storage building and handball court. Crushing of all concrete. Backfill voids to surrounding grated using existing crushed site concrete. Nova Group, Inc./Underground $1,233,840 6/09 12/2011 Demolition of 8 above ground fuel oil tanks, Construction Co.,A Joint Venture approximately 120,000 barrels each, 15 5145 Industrial Way underground storage tanks, approximately Benecia, CA 94510 150,000 barrels each and removal of Errol Bisutti (707) 333-6824 approximately 10,000 linear feet of under and above ground piping. SunCal Oak Knoll, LLC $3,701,700 5/10 11/10 Abatement of asbestos containing materials 300 Frank H. Ogawa Plaza, Suite 342 from 15 buildings and the remaining four Oakland, CA 94612 floors of the main hospital building. Pat Kehiler, (510)251-0711 Demolition of the above grade portion of approximately 86 wood structures measuring 350,000 square feet located throughout the site. Securing the ground floor openings of select structures to remain. KCS West, Inc. $1,375,801 1/10 5/10 Abatement and demolition of six story 901 Corporate Center Drive concrete building totalling approximately Monterey Park, CA 91754 132,000 square feet usiing high reach Matt Vawter, (323) 881-2581 excavator. Installation of 25'high 450 linear foot sound wall to protect adjacent Aerospace campus. 2 NCM Demolition and Remediation, LP G1Administration\Sharon\Demo Ref Master with#s(NCM).xis 7/16/2012 v J COMPLETED PROJECT REFERENCES (Abatement and Demolition) Name,Address and Telephone Amount of Contract Start Complete Scope of Work of Owner of Work or Prime Contractor (to closest thousand dollars) Date Date Southern California Edison Company $1,685,880 7/09 01/10 Demolition and decommissioning of the Solar 300 North Lone Hill Avenue Two facility in Daggett, California. The facility San Dimas, CA 91730 was a solar generating project developed in David Croy, (760)277-1274 cooperation between the Department of Energy and SCE. The project includes the removal of 1,800 heliostat mirrors, a 600-foot tower, turbine, control buildings, sodium nitrate tanks, sumps cooling towers, removal of asbestos containing materials, hazardous materials, universal wastes, hazardous wastes and tank cleaning. The project also involves preparing an environmental sampling plan, a dust mitigation plan, and a soil disposition report. Greather Orlando Airport Authority $3,239,438 6/07 1/10 Work involves the removal of a r c/o Hensel Phelps Construction pp ox. 6280 Hazeltine National Drive 400,000 sf of interior finishes; 100,000 sf of Orlando, FL 32822 exterior pre-cast panels; 170,000 sf of concrete slab demolition and 50,000 sf of Drew Krizman, (407)855-5330 roofing systems. CST will remove asbestos containing material in the floor tile, mastic, HVAC, and insulation. CST will recycle approx. 20,000 tons of concrete and 1,000 tons of non-ferrous metals. Ma-Chis Lower Creek Indian Tribe $643,662 4/09 8/09 Demolition of 1 three story brick and concrete Enterprises, Inc. building, approx. 30,000 sf and 1 single story 7381A Old Alexander Ferry Road wood framed building, approx. 10,000 sf Clinton, MD 20735 including associated site work and removal of Sola Ogunade, (202)498-1444 underground utilities of the former dormatories at Andrews AFB. NCM Demolition and Remediation, LP 3 G:1AdministrationlSharonlDemo Ref Master with#s(NCM).xls 7/1612012 J 00 COMPLETED PROJECT REFERENCES (Abatement and Demolition) Name,Address and Telephone Amount of Contract Start Complete Scope of Work of Owner of Work or Prime Contractor (to closest thousand dollars) Date Date University House Fullerton, LLC $1,360,605 3/09 7/09 Abatement, universal waste collection and Inland American Communities Group, Inc. demolition of 6 structures totaling 220,000 3890 W. Northwest Highway, Suite 700 square feet on a 6 acre site. Buildings Dallas,TX 78220 included 2 two story 30 unit student housing Barry Klinger, (469)232-1393 structures, 2 two story multi function classroom and office buildings, one seven story concrete office building and one single story steel storage building. Major quantities of asbestos included 30,000 sq ft of spray applied acoustic ceiling material, 225,000 sq ft of plaster/drywall 15,000 sq ft of flooring materials and 4,000 linear feet of asbestos containing/insulated piping. Concrete was crushed on site. Over 90 percent of the demolition materials were recycled. City of Long Beach, Harbor Department $1,200,732 1/09 3/09 Abatement and demolition of 200,000 sf steel 925 Harbor Plaza framed warehouse office building approximately 40' high. Work includes Long Beach, CA 90802 foundations and replacement of dirt and Steve Pettee(562) 590-4172 paving to create open parking space at an active container terminal. City of Los Angeles, DPW-BOE $1,300,500 3/09 4/09 Removal and disposal of ash and debris from 1149 S. Broadway, Suite 120 474 wildfire damaged mobile home units, Los Angeles, CA 90015 asbestos abatement of 12 units, removal of Russ Strazzella, (213)847-2406 41 damaged vehicles and associated site clearing. 4 NCM Demolition and Remediation, LP GAAdministratioMSharon\Demo Ref Master with#s(NCM).xis 7/16/2012 J COMPLETED PROJECT REFERENCES (Abatement and Demolition) Name,Address and Telephone Amount of Contract Start Complete Scope of Work of Owner of Work or Prime Contractor (to closest thousand dollars) Date Date North Orange County $862,090 8108 6/09 Community College District Abatement of asbestos containing materials C/o C.W. Driver Contractors and demolition of approximately 50,000 1000 North Lemon Street square foot science building and 6,000 Fullerton, CA 92832 square foot basement including removal of Wayne LaMarre, (714)706-3463 related site improvements. Work was conducted in a constricted area on an active college campus. Industry Urban-Development Agency $297,800 9/08 10/08 Abatement and demolition of othe former K- 15661 East Stafford Street mart building including site improvements City of Industry, CA 91744 totaling approximately 350,000 square feet. Rachel Gonzalez, (626)333-0336 All materials were hauled off site. Pomona Unified School District $638,479 5/08 6/08 Demolition and abatement of 4 buildings 800 South Garey Avenue damaged by fire, approximately 100,000 Ron Pomona, CA 91766-3325 square feet and associated parking lot in a Young, (909)397-4800 520,000 square foot site. Hensel Phelps Construction Company $4,325,525 8/07 1/08 Demolition of a 380,000 square foot, 11 story 6280 Hazeltine National Drive steel building utilizing a combination of Orlando, FL 32822 conventional and explosive demolition Drew Krizman, (407)855-5330 techniques. The demolition of this facility will generate approximately 3,000 tons of scrap steel for recycling and approximately 15,000 tons of recycled concrete. NCM Demolition and Remediation, LP 5 G1Admin1stration\Sharon\Demo Ref Master with#s(NCM).xls 7/16/2012 O STATEMENT OF BIDDER'S PAST CONTRACT DISQUALIFICATIONS Pursuant to Section 10162 of the Public Contract Code the bidder shall state whether such bidder, any officer or employee of such bidder who has a proprietary interest in such bidder has ever been disqualified, removed, or otherwise prevented from bidding on, or completing a Federal, State, or local government project because of a violation of law or a safety regulation; and if so, explain the circumstances. 1. Do you have any disqualification, removal, etc., as described in the above paragraph to declare? Yes No X 2. If Yes, explain the circumstances. Executed on November 2, 2012 at Brea , California. dec !under penalty of perjury, that the foregoing is true and correct. Signature(s) of Authorized Bidder Signature(s)of Authorized Bidder Subhas Khara, President Title Title i 35 Demolition and UST Removal 81 QUESTIONNAIRE REGARDING SUBCONTRACTORS Bidder shall answer the following questions and submit with the proposal. 1. Were bid depository or registry services used in obtaining subcontractor bid figures in order to compute your bid? Yes( ) No (X) 2. If the answer to No. 1 is "yes', please forward a copy of the rules of each bid depository you used with this questionnaire. 3. Did you have any source of subcontractors' bids other than bid depositories? Yes (X) No ( ) 4. Has any person or group threatened you with subcontractor boycotts, union boycotts or other sanctions to attempt to convince you to use the services or abide by the rules of one or more bid depositories? Yes ( ) No (X) 5. If the answer to No. 4 is "yes", please explain the following details: (a) Date: (b) Name of person or group: (c) Job involved (if applicable): (d) Nature of threats: (e) Additional comments: (Use additional paper if necessary) We declare under penalty of perjury that the foregoing is true and correct. Dated this 2nd day of November ,2012. NCM De lit n and Remediation, LP Name Co pany By Subhas Khara Title By Title I 36 Demolition and UST Removal 82 BIDDER'S STATEMENT OF SUBCONTRATORS AND MATERIAL FABRICATORS Without exception, the bidder is required to state the name and address of each subcontractor and the portion of the work which each will in conformance with Public Contracts Code, Sections 4100 to 4113, inclusive. Without limiting the generality of the foregoing, any contractor making a bid or offer to perform the work, shall set forth in the Proposal: (a) The name and the location of the place of business of each subcontractor who will perform work or labor or render service to the prime contractor in or about the construction of the work or improvement, or a subcontractor licensed by the State of California who, under subcontract to the prime contractor, specially fabricates and installs a portion of the work or improvement according to detailed drawings contained in the plans and specifications, in an amount in excess of one-half of one percent of the prime contractor's total bid; and (b) The portion of the work which will be done by each subcontractor. The prime contractor shall list only one subcontractor for each portion. The undersigned submits herewith a list of subcontractors in conformance with the foregoing: Name Under Which Specific Description of Subcontractor is License No. & Subcontract and Portion of Licensed Class Business Address the Work to be Done Nieto and Sons 673912 P.O. Box 760 Tank Removal Trucking, Inc. Class A&HAZ Yorba Linda,CA 92885 11/2/2012 Signature(s) of Bidder Date Signature(s)of Bidder Date Subhas Khara, President Title Title ALL SIGNATURES MUST BE NOTARIZED Attach or Affix Executed Acknowledgement Form 37 Demolition and UST Removal 83 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT �a's:<,c fcrct.cr,�;tercC.r;r.�c,crcrc5�-.iY,c:c��el"°crcrc:ec�'.r�.ctu�:ccc:�.c�.<:f�.c;rz:ccY*.c��.crcY.c:tcz>C3crc,c�.c:C'xC'.e:acr-,c:C',<>P.crc:ci-'>,ti� `S State of California fi County of Orange On November 2, 2012 before me, Sharon Katsiroumbas, Notary Public Date Here Insert Name and Title of Officer personally appeared Subhas Khara _. ,t Names}of„ignor?s} fi who proved to me on the basis of satisfactory evidence to be the person(4 whose name(o is/are fi subscribed to the within instrument and acknowledged to me that he/siey executed the same in 5 his/her4#4aix. authorized capacity(ie*; and that by his/he tt dr signature[) on the instrument the persono, or the entity upon behalf of which the person( acted, executed the instrument. F SHARON KATSIROUMBAS I certify under PENALTY OF PERJURY under the Commission#1891627 laws of the State of California that the foregoing Z -ti Noiary Public-California n paragraph is true and correct. r z Orange County My Comm.Expires Jun 30,2014.. i WITNESS my h ( and offici lI seal. Signature _ -Ou 01(_ r> Place Notary Sea]Above Signature of Notary Public OPTIONA . Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. S Description of Attached Document Title or Type of Document: Bidders Statement of Subcontractors and Material Fabricators Document Date: November 2,2012 _ g One Number of es:Pa h Signer(s)Other Than Named Above: None fiCapacity(ies) Claimed by Signer(s) t Signer's Name: _,5-u has Khara Signers Name: Corporate Officer—Title(s):. 1 Corporate Officer—Title(s):_ Individual e i Individual i Partner—F,Limited E'General . Tory or thttmb here +Partner " Limited E€General Top of thumb flare fiAttorney in Fact Attorney In Fact `< Trustee L Trustee r: Guardian or Conservator Guardian or Conservator p Other: President Signer Is Representing; NCM Signer is Representing: ? Demolition and Remediation, LP '<<r.9C..,f.Y,%V�,Lac C-S:%k>csG`r'`.,C.r_G`c_tv' �s` k+:,=vim 's'2009 Natiomil Noiary Asrocialion•NationatNotary.org•1-800-US(40TAAY(1.800070-6827) Clem 45907 84 SARA 12-01 I 38 Demolition and UST Removal 85 SARA 12-01 NON-COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the City of Moorpark In accordance Public Contract Code Section 7106 the bidder declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Noncollusion Affidavit is part of the Bid. Signing this Bid on the signature portion thereof shall also constitute signature of this Noncollusion Affidavit. Bidders are cautioned that making a false certification may subject the certifier to criminal prosecution. 39 Demolition and UST Removal 86 a w5 9 CITY OF MOORPARK COMMUNITY DEVELOPMENT DEPARTMENT 1 799 Moorpark Avenue,Moorpark,Qdifonua 93021 Main City Phone Number(805)517.6200 1 Fax(805)532>2540 I moorparlt @cf.moorpark.ca.Us n � November 1, 2012 ADDENDUM NO.1 for 4121450 High Street(Fueling.Station)Demolition NOTICE IS HERESY GIVEN to all bidders and plan holders that the plans and specifications for the demolition of the above described project are hereby amended as follows: Changes that affect the demolition project: 1. Contractor to remove Asbestos Containing Material (ACM) as recommended in attached report from Forbess Consulting Group, Inc. dated October 31, 2012. Contractor may use own forces.if they hold the proper ASB licensing or should sub-contract the work if they do not. 2. Attached report also indicates the presence of a small amount of lead-based paint. Contractor required to treat lead-based paint as needed for the safety of construction workers. This addendum shall be made part of the above referenc project. Full compensation for all work and requirements of this addendum shall b considered in luded in the appropriate price bid and no additional compensation will be allowed efbre. Je ca San I anageme Analyst Questions regarding this ad en m may be directed to the Agency's Project Representative Jessica Sandifer,Management Analys (805)517-6225 Fax(805)532-2530 orjsandifer @ci.moorpark.ca.us. RECEIPT OF THIS ADDENDUM IS HEREBY ACKNOWLEDGED. PLEASE FAX A SIGNED COPY OF THIS PAGE TO JESSICA SANDIFER AT(805)532-2530. Company Name: NCM Demolition and Remediation, LP Authorized Representative: Subhas Khara, P esid It Signature of Authorized Representative: JANICE S.PARVIN ROSEANN MIKOS,Ph.D. KEITH F.MILLHOUSE DAVID P0I1OCK MARK VAN DAII Mayor Councilmember Councilmember Councilmember Coundlinember 87