HomeMy WebLinkAbout2013/11/05 Item 03 - . :�,...,..
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��� � � -F�. � AGENDA STATEMENT
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CHULA VISfA
NOVED4BER �. 20li Item �
ITEA1 TITLE: RESOLliTIOA' OF THE CITY COLTNCIL OF THE CITY OF -
CHULA VISTA �VAIVI�TG THE COMPETITIVE FORA4AL
BID REQUIREA4ENT AND APPROVlivG THE FOR�4 OF A\
AGREEMENT BET���EN THE CITY AND HARRELL AND
COn�IP.4i\TY r1DVISORS. LLC TO PROVIDE F1�ANCIAL
ADVISORY SERVICES
SLiBn1ITTED BI': DIRECTOR OF FII�T \T E/TREASiJREIt.��/
REVIE�VED BY: CITY A4r1NAGE
ASSISTr1NT CITY NAGE�
4hTHS VOTE: YES � NO �
SL`ATiVIARY
The Finance Department is preparing to evaluate the economic feasibility of refundine the
2002 CeRificates of Participation that were used to finance the construction of the Police
Faciliry. Harrell and Company Advisors, LLC „�as the financial advisor on the ori�inal
bond issuance and is recommended to assisrin creatine a financing plan that �»ll be used to
struchue the refundine.
E\`VIRONAIE\TAL REVIE�i'
The Environmental Review Coordinator has revie���ed the proposed activity for
compliance ���th the California Em�ironmental Quality Act (CEQA) and has determined
that entering into an agreement is not a "Project-' as defined under Section 1�378 of the
State CEQA Guidelines because it �vill not result in a physical chanee to the
envuonment therefore, pursuant to Section 1�060(c)(3) of the State CEQA Guidelines
the actions proposed are not subject to CEQA.
RECOi111'�NDATION
That Council approves the resolution.
BOARDS/COn�In1ISSION RECOMME\�,�TION
I�TOt applicable.
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NOV�MBER �, 2013. Item 3
Page 2 of 3
DISCUSSION
Harrell and Company Advisors, LLC ("Harrell") brought for�vard a proposaL to the
Director of Finance, for refunding the 2002 Certificates of Participation ("COP").
Interest rates are still near l�istorical lows and tl�e financial market conditions appear
favorable for a refundin� of the COP. Thus, City staff has determined that the timing is
appropriate to proceed with evaluating the feasibility of refunding the COP.
Harrell has ser��ed in the past as financial advisor during the time of issuance of the 2002
Certificates of Participation and understands the financing plan that was used to structure
the bonds. Suzanne Harrell, tlie president of the firm has served as a financial advisor to
the City on the 2004, 2006 and 2010 Certificates of Participation issued for the three
construction phases of the Civic Center Complex remodel. In addition, she has served as
the financial advisor to the former Redevelopment Agency for issuance of the 2006 and
2008 refunding Tax Allocation Bonds. _
Chula Vista Municipal Code Section 2.56.070 (B) (3) authorizes the City Council waiver
of the formal competiti��e bid process. A waiver is requested for this agreement because
Harrell's prior experience ���ith the City in issuing the COP for the City gives her an in-
depth understanding of the financing plan that was used to structure the bonds. This
experience will be critical to the City's ability to move forwazd expeditiously with the
refunding. As such; the City's interests would be inaterially beYter served by waiving the
competitive bid process and a�a�arding the contract to Hanell because it will allo�i� the
City Yo take advantage of tl�e current market conditiona It is anticipated that an item will
be brought forwazd on November 19, 2013 requesting City Council approval to pursue
the refunding opportunity.
DECISION MAKER CONFLICT
Staff has revie�ved the decision contemplated by this action and has determined that it is
not site specific and consequently, the 500-foot rule found in California Code of
Regulations section 18704.2(a)(1) is not applicable to tliis decision. Staff is not
independently aware, nor has sYaff been informed Uy any City Councilmember, of any
other fact that may constitute a basis for a decision maker conflict of interest in this
matter.
CURRENT YEAR FISCAL IMPACT
Total fees cbarged are to be $55,000 and are reasonable for the estiinated sizing of the
bond refunding ($38 to $49 inillion). The fees are contingent upon the bond refunding
being completed. The fee is composed of a financial advisor fee of$4�,000 and $10,000
for preparation of the Official Statement for tl�e bond refunding. The fee will be paid as
part of the costs of issuing the bonds. If the refunding of the bonds is determined to be
economically infeasible or if the refundiug is not completed for any reason then neither
the financial advisor fee nar the preparation fee will be charged.
There is no General Fund impact related to approving this aoreement. However, the
potential savings from tl�e refunding; if completed, will benefit the General Fund and
Public Facilities Development Impact Fee Fuud.
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NOVE?�4BER �. 2013. Item 3
Paee 3 of 3
O\GOING FISCAL I14PACT
There is no oneoina fiscal impact as a result of approving this agreement.
ATTACHMENTS
Harrell and Company Advisors, LLC aereement
Prepared by: Phillip Dmis,.Assistant Drrector, Finance
3-3
COUI�'CIL RLSOLUTION NO.
RESOLUTIOI�' OP THE CITY COUNCIL OP THE CITY OF
CHULA VISTA WAIVING THE COMPETITIV�FORMAL BID
REQUIREA4EI�'T AI�D APPROVING THE FORM OF AN
AGREEML-I`'T BET�ULEN THE C1TY AND HARRELL AND
COMPP.iVY ADVISORS. LLC TO PROVIDE FINANCIAL
ADVTSORY SERVICES
WHEREAS; Harrell and Compan�� Advisors; LLC brought for�-ard a proposaL to the
Director of Finance, for refunding il�e 3002 Ceriificates of Participation; and
WHEREAS. interest rates are still near historica] lows and the financial market
conditions appear favorable for a refunding of the COP; and
WHEREAS; Chula Vista A4unicipal Code Section 2.56.070 (B) (3) authorizes the City
Council wai��er of the formal competitive bid process; and �
��HEREAS; a ���ai��er is requested for this agreement because Harrell and Company
Advisors, LLC has served in the past as financial advisor during the time of issuance of the 2002
Certificates of Participation and understands the financing plan that was used to structure the
bonds; and
WHEREAS, tl�e economic feasibility of refunding the 2002 Certificates of Participation
has yet to be detemiined; and
WHEREAS; the a��eed-upon fee of $55,000 is contingent on the 2002 Certificates of
Participation being refunded; and
WHEREAS; if the bonds are not refunded tl�en the fee will be paid.
NOW, THEREFORE; BE IT RESOLVED by the City Council of the Cit}� of Chula
Vista, that it approves the Agreeine»t between the City of Chula Vista and Harrell and Company
Advisors, LLC to provide financial advisory services for a potential refunding of the 2002
Certificates of Participation, in the fonn presented, as may have been modified by the Counci]
prior to its approval aud ���ith sucl� minor modi8cations as may be required or approved by the
Citv Attornev; a cop�� of ���hich shall be kept on file in the Office of the City Clerk; and
� authorizes and directs tl�e Mavor to eaecute same.
Presented by Approved as to form by
\
� �— �
Maria Kachadoorian G en R. Googins � �
Director of Finance/Treasw�er City Attorney
1:Wttome}•�FINAL RESOS AND ORDINANCES\2013\I 1 0� 13\Reso-Finance- Harrell and Compam� 110�2013.doc
10/312013 10:�1 ,M4
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THE ATTACHED AGREEMEI�TT HAS BEE\T REVIE«�ED
AND APPROVED AS TO FORM BY THE CITY
ATTORI`TEY'S OFFICE AI`TD VdILL BE
FORMALLY SIG\TED UPON APPROVAL BY
THE CITY COUI�TCIL
� ��� �
� • en �. ogins
�� � ity Attorney
Dated: � � 7 S I
I
AGREEMENT BET«rEEN
THE CITY OF CHULA VISTA AND
HARRELL & COMPANY, LLC
FOR
FINAI�TCIAL ADVISORY SERVICES
3-5
Agreement between
City� of Chula Vista
and
Harrell & Company Advisors, LLC
For Fivancial Advisory Services
This agreement (Agreement), effective November 5, 2013, is between the City-related entity
whose name and business form is indicated on Exhibit A, Paragraph 2, (City), and the entity
whose name, business form, place of business and telephone numbers are indicated on E�ibit A,
Pazagraphs 4 through 6, (Consultant), and is made with reference to the following facts:
REC►'rn[.s
WI3EREAS, Harrell and Compan}� Advisors, LLC;approached the City �i�ith a bond
refunding opportunity, and
WHEREAS, the 2002 Certificates of Participation bonds were issued to finance
construction of the Police Headquarters and is now considered to be a candidate for a refunding;
and
WHEREAS, the current interest rate environment �vould provide an opportunity to refund
all or some of the 2002 Certificates of Participation bond issuance for savings that would make
the refunding financially feasible when considering the costs of issuance, and
WHEREAS, Consultant warrants and represents that it is experienced and staffed in a
manner such that it can deliver tlie services required of Consultant to City in accordance with the
time frames and the terms and conditions of this Agreement.
(End of Recitals. Next Page Starts Obligatory Provisions.]
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OBLIGATORY PR0�15I0\S PAGES
NO�V; TF�REFORE, for valuable consideration the City and Consultant do hereby mutually
agree as follows:
Ali of the Recitals above aze incorporated into this Aereement by this reference.
ARTICLE L COI�rSULTAN"I'�S OBLIGATIONS
A. General
i. General Duties. Consultant shall perform all of the services described on E�ibit A;
Pazagraph 7 (General Duties).
2. Scoue of Work and Schedule. In performing and delivering the General Duties,
Consultant shall also perform the services; and deli�er to City the "Deliverables"
described in Exhibit A, Pazagraph 8; entitled "Scope of\6'ork and Schedule," accordine
to, and within the time frames set forth in Exhibit A, Pazagaph 8, time being of the
essence of this aareement. The General Duties and the work and Deliverables required in
the Scope of�Vork and Schedule shall be referred to as the "Defined Services." Failure to
complete the Defined Services by the times indicated does not, except at the option of the
City, terminate this Aereement.
a. Reductions in Scope of Td'ork Ciry may independently, or upon request from
Consultant, from tune to time, reduce the Defined Services to be performed by the
Consultant under this Agreement. Upon doing so, Ciry and Consultant a�ree to meet
in good faith and confer for the purpose of negotiating a correspondine reduction in
tt�e compensation associated �+�ith the reduction.
b. Additional Services. In addition to performine the Defined Services, City may
requue Consultant to perform additional consultin� services related to the Defined
Services (Additional Services), and upon doing so in ���riting, if they aze within the
scope of services offered by Consultant; Consultant shall perform same on a tune and
materials basis at the rates set forth in the "Rate Schedule" in Exhibit A.
Pazagraph 10(C), unless a sepazate fixed fee is otheni�ise aereed upon. All
compensation for Additional Sen�ices shall be paid monttily as billed.
3. Standard of Caze. The Consultant expressly �varrants that the work to be performed
pursuant to this Agreement, �vhether Defined Services or Additional Services, s6ai1 be
performed in accordance �vith the standard of caze ordinarily esercised by members of
the profession currently practicine under similaz conditions and in similar locations.
a. Aro I3'aiver of Standard of Care. \Where approval by City is required, it is understood
to be conceptual approval only and does not relieve the Consultant-of cesponsibilify
for complying with all laws, codes, industry standazds, and liability for daznages
caused by negligent acts; enors, omissions, noncompliance with industry standazds,
or the n�llful misconduct of the Consultant or its subcontractors.
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4. Fiduciarv Duty. In connection with the services described herein, Consultant advises the
Ciry that it owes a fiduciary duty to the Ciry, in that Consultant must deal honestly and in
good faith with the City and to act in the City's best interests without regard to financial
or other interests of Consultant. Consultant is not aware that the services provided
hereunder give rise to any conflict of interest that might impair their ability to satisfy the
duty of loyalty under the MSRB's proposed rule regarding the Fiduciary Duty of
Municipal Advisor.
B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the
Consultant must comply with the federal or state law and implementing regulations. I�To
provision of this Agreement requires the Consultant to observe or enforce compliance with
any provision, perform any other act, or do any other thing in contravention of federal, state,
territorial, or local law, regulation, or ordinance. If compliance with any provision of this
Agreement violates or would require the Consultant to violate any law, the Consultant agrees
to notify City immediately in writing. Should this occur, the City and the Consultant agree
that they will make appropriate arrangements to proceed with or, if necessary, amend or
terminate tlus Agreement, or portions of it, expeditiously.
1. Subcontractors. Consultant agrees to take appropriate measures necessary to ensure that
all participants utilized by the Consultaut to complete its obligations under this
Agreement, such as subcontractors, comply with all applicable laws, regulations,
ordinances, and policies, whether federal, state, or local, affecting Project
implementation. In addition, if a subcontractor is expected to fulfill any responsibilities of
the Consultant under this Agreement, the Consultant shall ensure that the subcontractor
carries out the ConsultanYs responsibilifies as set forth in this Agreement.
C. Insurance
1. General. Consultant must procure and maintain, during the period of performance of this
Agreement, and for hvelve months a8er completion, policies of insurance from insurance
companies to protect against claims for injuries to persons or damages to property that
may arise from or in connection �vith the performance of the work under this Agreement
and the results of that work by the Consultant, his agents, representatives, employees or
subcontractors, and provide documentation of same prior to commencement of work.
2. Minimum Scope of Insurance. Coverage must be at least as broad as:
a. CGL. Insurance Services Office Commercial General Liability coverage (occurrence
Fomi CG0001).
b.Auto. Insurance Services Office Fonn Number CA 0001 covering Automobile
Liability, Code 1 (any auto).
c.WC. Workers' Compensation insurance as required by the State of Califomia and
Employer's Liability Insurance.
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d.E&O. Professional Liabilin� or Errors & Omissions Liability insurance appropriate to
the Consultant s profession. Architecis' and Engineers` covera�e is to be endorsed to
include contractual liabilitv.
3. Minimum Limits of Insurance. Consultant must maintain limits no less than those
included in the table belo�i�:
i. General Liability: $L000,000 per occurrence for bodily injury, personal injury;
(Includine (including death), and property damage. If Commercial General
operations, Liabiliry insurance with a general a2greeate limit is used, either
products and the �eneral aegregate limit must apply separately to this
completed PcojecUlocation or the general ageregate limit must be twice the
operations, as required occurrence limit.
a licable)
ii. Automobile $1,000;000 per accident for bodily injiu-y, including death, and
Liability: property damage.
iii. \Yorkers' Statutorv
Compensation $1;000,000 each accident
Employers $1;000,000 disease-policy limit
Liability: 51;000,000 disease-each em lo}=ee
iv. Professional $1,000,000 each occurrence
Liabiliry or Errors
& Omissions
Liabilitv:
4. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must
be declazed to and appro�ed by the City. At the option of the City, either the insurer will
reduce or eliminate such deductibles or self-insu;ed retentions as they pertain to the City,
its officers; officials, employees and volunteers; or the Consultant will provide a financial
guarantee satisfactory to the City guaranteeing payment of losses and relafed
investi�ations, claun administration; and defense espenses.
�. Other Insurance Provisions. The general liability, automobile liability, and where
appropriate, the workers compensation policies aze to contain, or be endorsed to contain,
the following provisions:
a. Additional Insureds. Cih� of Chula Vista, its officers, officials, employees; agents,
and volunteers aze to be named as additional insureds �vith respect to all policies of
insurance, ineludine those with respect to liability arising out of automobiles ow�ned,
leased, hired or borro��ed by or on behalf of the Consultant, where applicable; and,
with respect to liability arisine out of work or operations performed b}� or on behalf of
the Consultant; includin� providing materials; parts or equipment fumished in
connection �i�ith such work or operations. The general liability additional insured
coveraee must be provided in the form of an endorsement to the Consultanrs
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insurance using ISO CG 2010 (11/85) oc its equivalent. Specifically, the endorsement
must not exclude Products/Completed Operations coverage.
b. Primary Insurance. The ConsultanYs General Liability insurance coverage must be
primary insurance as it pertains to the City, its officers, officials, employees, agents,
and volunteers. Any insurance or self-insurance maintained by the City, its officers,
officials, employees, or volunteers is wholly separate from the insurance of the
Consultant and in no way relieves the Consultant from its responsibility to provide
insurance.
a Cancellalioii. The insurance policies required by this Agreement shall not be canceled
by either party, except after thirty days' prior written notice to the City by certified
mail, retum receipt requested. The words "will endeavor" and "but failure to mail
such notice shall impose no obligation or liability of any kind upon the company, its
agents, or representatives" shall be deleted from all certificates.
d. iYaiver of Subrogation. Consultant's insurer will provide a Waiver of Subrogation in
favor of the City for each required policy providing coverage for the term required by
this Agreement. In addition, Consultant waives any right it may have or may obtain
to subrogation for a claim against the City.
6. Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or
Errors & Omissions coverage are written on a claims-made form:
a. Reh-o Date. The "Retro Date" must be sho�n, and must be before the date of the
Agreement or the beginning of the work required by the Agreement.
b. Maintenance a�zd Evidence. Insurance must be maintained and evidence of insurance
must be provided for at least five years afrer completion of the work required by the
Agreement.
a Cancellalion. If coverage is canceled or non-rene�ved, and not replaced with another
claims-made policy form with a "Retro Date" prior to the effective date of the
Agreement, the Consultant must purchase "extended reporting" coverage for a
minimum of five years after completion of the �vork required by the Agreeinent.
d. Copies. A copy of the claims reporting requirements �nust be submitted to the City
for review.
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7. Acceptabilitv of Insurers. Insurance is to be placed ��rith licensed insurers admitted to
transact business in the State of Califomia «ith a current A.�4. BesYs ratin� of no less
than A V. If insurance is placed with a surplus lines insurer; insurer must be listed on the
State of California List of Elieible Surplus Lines Insurers (LESLI) N�th a current A.�4.
Best s ratine of no less than A X. Exception may be made for the State Compensation
Fund when not specifically rated.
8. Verification of Coveraee. Consultant shall furnish the Ciri� �;�ith orieinal certificates and
amendatory endorsements effecting coverage required by Section I.C. of this A�reement.
The endorsements should be on insurance industry forms; provided those endorsements
or policies conform to the requirements of this Aereement. F.11 certificates and
endorsements aze to be received and appro��ed by the City before work commences. The
City resen�es the right to require; at any time, complete, certified copies of all required
insurance policies; includine endorsements evidencing the coverage required by tl�ese
specifications. ✓ -
9. Subcontractors. Consultant must include all subconsultanu as insureds under its policies
or fiunish separate certificates and endorsements for each subconsultant. All coverage for
subconsultants is subject to all of the requirements included in these specifications.
10. \'ot a Limitation of Other ObliQations. Insurance provisions under this Article shall not
be construed to lunit the Consultant's obligations under ttus Agreement, includine
Indemnity.
11. Additional Coveraee. To the extent that Insurance coveraee exceeds the minunums
identified in section 3, recocery shall not be lunited to the insurance minimums; but shall
instead extend to the actual policy limits.
D. Securit�� for Performance
1. Performance Bond. In the event that E�ibit A, at Pazagraph 18, indicates the need for
Consultant to provide a Performance Bond (indicated by a check mazk in the
pazenthetical space immediately preceding the subpazagraph entitled "Perfoanance
Bond"), then Consultant shall provide to the City a performance bond; in the amount
indicated at Exhibit A, Pazagraph 18, in the form prescribed by the City and by such
sureties which aze authorized to uansact such business in the State of Califomia, listed as
approved by the United States Department of Treasury Circulaz �70.
http://w�vw.fms.treas.eov/c�70, and whose undenvriting limitation is sufficient to issue
bonds in the amount required by the Agreement, and which also satisfy the requirements
stated in Section 99�.660 of the Code of Civil Procedure, except as provided othen�ise
by laws or regulations. All bonds signed by an a�ent must be accompanied by a certified
copy of such agent's authority to act. Surety companies must be duly licensed or
authorized in the jurisdiction in which the Project is located to issue bonds for the limits
so required. Form must be satisfactory to the Risk Manaeer or City.
2. Letter of Credit. In the event that Eshibit A, at Paragraph 18, indicates the need for
Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical
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space immediately preceding the subparagraph entitled "Letter of Credif'), then
Consultant shall provide to the City an irrevocable letter of credit callable by the City at
its unfettered discretion by subinitting to the bank a letter, signed by the City Manager,
stating that the Consultant is in breach of the terms of this Agreement. The letter of
credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk
Manager or Ciry Attomey �a�hich amount is indicated in the space adjacent to the term,
"Letter of Credit," in Exhibit A, Pazagraph 18.
3. Other Securitv. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide security other than a Performance Bond or a Letter of Credit
(indicated by a check mark in the pazenthetical space immediately preceding the
subparagraph entitled "Other Security"), then Consultant shall provide to the City such
other security therein listed in a form and amount satisfactory to the Risk Manager or
City Attomey.
E. Business License. Consultant agrees to obtain a business license from the City and to
otherwise comply with Title 5 of the Chula Vista Municipal Code.
ARTICLE II. CITY OBLIGATIONS
A. Consultation and Cooperation. City shall regularly consult the Consultant for the purpose
of reviewing the progress of the Defined Services and Schedule, and to provide direction and
guidance to achieve the objectives of this Agreemenk The City shall allow Consultant access
to its office facilities, files and records, as deemed necessary and appropriate by the City,
throughout the term of this Agreement. In addition, City agrees to provide the materials
identified at Exhibit A, Paragraph 9, with the understanding that delay in the provision of
those materials beyond thirty days after authorization to proceed, shall constitute a basis for
the justifiable delay in the Consultant's performance.
B. Compensation.
1. Followin� Receipt of Billing. Upon receipt of a properly prepared bill from Consultant,
submitted to the City as indicated in Exhibit A, Paragraph 17, but in no event more
frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 17,
City shall compensate Consultant for all services rendered by Consultant according to the
terms and conditions set forth in Exhibit A, Paragraph 10, adjacent to the goveming
compensation relationship indicated by a "checkmark" next to the appropriate
arrangement, subject to the requirements for retention set forth in Paragraph 18 of
Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in
Exhibit A, Paragraph 11.
2. Suquortine Information. Any billing submitted by Coi�sultant shall contain sufficient
information as to the propriety of the billing, including properly executed payrolls, time
records, invoices, contracts, or vouchers describing in detail the nature of the charges to
the Project in order to permit the City to evaluate that the amount due and payable is
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proper; and such billing shall specifically contain the City's account number indicated on
E�chibit A, Pazagraph 17(C) to be chazged upon making such payment.
3. Exclusions. In detemuning the amount of the compensation Cit}� will exclude any cost:
1) incurred prior to the effective date of this flereement; or 2) arising out of or related to
the errors; omissions, neglieence or acts of willful misconduct of the Consultant, its
agents, employees, or subcontractors.
a. Errors and Omissions. In the event that the City Administrator determines that
the Consultant`s neeligence, errors; or omissions in the performance of work
under this Aereement has resulted in expense to City 2reater than �vould have
resulted if there were no such neglieence, errors; omissions, Consuliant shall
reunburse Cit}� for any additional expenses incurred by the City. I�'othing in this
paza�aph is intended to limit City's ri�hts under other provisions of this
Aareement. -
4. Pavment Not Final Approval. The Consultant understands and aerees that payment to the
Consultant for any Project cost does not constitute a Cih� final decision about whether
that cost is allowable and eligible for payment under the Project and does not constitute a
waiver of any violation of Consultant of the terms of the Agreement. The Consultant
acknowledges that City �i�ill not make a final determination about the elieibility of any
cost until the final payment has been made on the Project or the results of an audit of the
Project requested by the Ciry has been completed, whichever occurs latest. If Ciry
determines that the Consultant is not entitled fo receive any portion of the compensation
due or paid, City«�Il notify the Consultant in�vriting, stating its reasons. The Consultant
agrees that Project closeout will not alter the Consultant's responsibility to retum any
funds due City as a result of later refunds, corrections, or other sunilar transactions; nor
«�11 Project closeout alter the rieht of City to disallo�i� costs and recover funds provided
for the Project on the basis of a later audit or other review.
a. Consultant's Obligation to Pa}+. Upon notification to the Consultant that specific
amounts aze owed to City, whether for excess payments or disallo���ed costs, the
Consultant agrees to remit to Ciry promptly the amounts owed, including applicable
interest.
ARTICLE III. ETHICS
A. Financial Ioterests of Consultant
I. Consultant is Desienated as an FPPC Filer. If Consultant.is designated on Exhibit A,
Pazaeraph 14; as an "FPPC filer;" Consultant is deemed to be a "Consultant' for the
purposes of the Political Reform Act conflict of interest and disclosure provisions; and
shall report economic interests to the City Clerk on the requued Statement of Economic
Interests in such reporting cate�ories as aze specified in Pazagraph 14 of E�chibit A, or if
none aze specified, then as determined by the City Attomey.
Paee 8
Two Parry Agreement Betweert the City of Chula Vlsm and Harrell&Camnanv advisors LLC jor finaacid advisory smicts,
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2. No Participation in Decision. Regardless of whether Consultant is designated as an FPPC
Filer, Consultant shall not make, or participate in making or in any way attempt to use
ConsultanPs position to influence a governmental decision in which Consultant knows or
has reason to know Consultant has a financial interest other than the compensation
promised by this Agreement.
3. Seazch to Determine Economic Interests. Regazdless of whether Consultant is designated
as an FPPC Filer, Consultant warrants and represents that Consultant has diligently
conducted a search and inventory of Consultant's economic interests, as the term is used
in the regulations promulgated by the Fair Political Practices Commission, and has
determined that Consultant does not, to the best of Consultant's knowledge, have an
economic interest which �vould conflict with Consultant's duties under tlus Agreement.
4. Promise I�TOt to Acquire Conflictin¢ Interests. Regardless of whether Consultant is
designated as an FPPC Filer, Consultant further warrants and represents that Consultant
will not acquire, obtain, or assume an economic interest during the term of this
Aereement�vhich would constitute a conflict of interest as prohibited by the Fair Political
Practices Act.
5. Dutv to Advise of Conflictine Interests. Regardless of whether Consultant is designated
as an FPPC Filer, Consultant further warrants and represents that Consultznt �i�ill
immediately advise the City Attomey if Consultant learns of an economic interest of
Consultant's that may result in a conflict of interest for the purpose of the Fair Political
Practices Act, and regulations promulgated thereunder.
6. Suecific Warranties Aeainst Economic Interests. Consultant warrants, represents and
agrees that:
a. I�'either Consultant, nor Consultant's immediate family members, nor Consultant's
employees or agents (Consultant Associates) presently have any interest, directly or
indirectly, whatsoever in any property whicli may be the subject matter of the Defined
Services, or in any property within 2 radial miles from the exterior boundaries of any
property „�hich may be the subject matter of the Defined Services, (Prohibited
Interest), other than as listed in Exhibit A, Paragraph 14.
b. No promise of future employment, remuneration, consideration, gratuity or other
reward or gain has been made to Consultant or Consultant Associates in connection
with Consultant's performance of this Agreement. Consultant promises to advise City
of any such promise that may be made during the Term of this Agreement, or for
twelve months thereafter.
c. Consultant Associates shall not acquire any such Prohibited Interest within the Term
of tlus Agreement, or for twelve months after the expiration of this Agreement,
except with the w7itten permission of City.
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Twa Party Agreemen!Belween We City oJChu(a V'uta mtd Horrell&Comnanv Advisors.LLC jarfinmtcia(adrisop�services,
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d. Consultant may not conduct or solicit any business for any party to this Aereement.
or for any third party that may be in conflict wirh Consultant's responsibilities under
this Agreement, except �iith the �i�ritten pernussion of City.
N. LIQUIDATED DAI�4AGES
A. Applicatioo of Section. The provisions of this section apply if a Liquidated Damaees Rate
is provided in Exhibit A; Pazaeraph 13.
1. Estimatin; Damaees. It is ackno��rledged by both parties that time is of the essence in the
completion of this Agreement. It is difficult to estimate the amount of damages resulting
from delay in performance. The parties have used their judgment to arrive at a reasonable
amount to compensate for delay.
2. Amount of Penaltv. Failure to complete the Defined Services within the allotted time
period specified in this Agreement shall result in the following penalty: For each
consecutive calendaz day in excess of the time specified for the completion of the
respecti�re «ork assignment or Deliverable; the Consultant shall pay to the Ciry, or have
�vithheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A,
Pazagraph 13 (Liquidated Damaees Rate).
3. Request for Extension of Time. If the performance of any act requued of Consultant is
directly prevented or delayed by reason of suikes, lockouts, labor disputes, unusual
�ovemmental delays, acts of God; fue; floods, epidemics, freight embazeoes, or other
causes beyond the reasonable control oF the Consultant, as determined by the City,
Consultant shall be excused from performing that act for the period of tune equal to the
period of time of the prevention or delay. In the event Consultant clauns the existence of
such a delay, the Consultant shall notify the City's Contract Administrator, or desienee, in
«�riting of that fact �i2thin ten calendaz days after the beeinning of any such claimed
delay. Extensions of time will not be granted for delays to minor portions of��rork unless
it can be sho��m that such delays did or will delay the pro�ess of the work.
ARTICLE V. NDEM�TIFICATION
A. Defense, Indemnih', aud Hold Harmless.
1. General Requirement. To the masimum extent allowed by law, Consultant shail defend;
indemnify; protect and hold hannless the City; its elected and appointed officers, aeents
and employees, from and against any and all claims, demands, causes of action, coscs,
expenses; (including reasonable attorne}�'s fees and actual costs), liabiliry, loss, damage
or injury, in law or equih�, to property or persons, includine �TOn�ful death, in an}�
manner arising out of or incident to any alleged acts, omissions, ne�ligence, or willful
misconduct of Consultant, its officials, officers, employees, agents; and contractors,
arising out of or in connection with the performance of the Defined Services, the results
of such performance; or this Agreement. This indemnity provision does not include any
claims, damages; liabilit��, costs and expenses azising from the sole ne�lieence or sole
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willful misconduct of the City, its officers, employees. Also covered is liability arising
from, connected with; caused by or claimed to be caused by the active or passive
negligent acts or omissions of the City, its agents, officers, or employees which may be in
combination «�ith the active or passive negligent acts or omissions of the Consultant, its
employees, agents or officers, or any third party.
2. Design Professional Services. Notwithstanding the forgoing, if the services provided
under this Agreement are design professional services, as defined by Califomia Civil
Code section 2782.�; as may be amended from time to time, the defense and indemnity
obligation under Section 1, above, shall be limited to the extent required by Califomia
Civil Code section 2782.8.
3. Costs of Defense and Award. Included in the obligations in Sections A.1 and A.2, above,
is the Consultant's obligation to defend, at ConsultanYs own cost, expense and risk, any
and all suits, actions or other legal proceedings, that may be brought or instituted against
the City, its directors, officials, o�cers, employees, agents and/or volunteers, subject to
the limitations in Sections A.1. and A.2. Subject Yo Yhe limitations in Sections A.1. and
A.2., Consultant shall pay and satisfy any judgment, award or decree that may be
rendered against City or its directors, officials, officers, employees, agents and/or
volunteers, for an}� and all related legal expenses and costs incurred by each of them.
4. Insurance Proceeds. Consultant's obligation to indemnify shall not be xestricted to
insurance proceeds, if any, received by the City, its directors, officials, officers,
employees, agents, and/or volunteers.
5. Declarations. ConsultanYs obligations under Article V shall not be limited by any prior
or subsequent declaration by the Consultant.
6. Enforcement Costs. Consultant agrees to pay any and all costs City incurs enforcing the
indemnity and defense provisions set forth in Article V.
7. Survival. Consultant's obligations under Article V shall survive the termination of this
Agreement.
8. No Alteration of Other Oblieations. Tlus Article V, shall in no way alter, affect or
modify any of the Consultant's other obligations and duties under this Agreement.
ARTICLE VL TERMINATION OF AGREEMENT
A. Termination for Cause. If, through any cause, Consultant shall fail to fulfill in a timely and
proper manner Consultant's obligations under this Agreement, or if Consultant shall violate
any of the covenants, agreements or stipulations of this Agreement, City shall have the right
to terminate this Agreement by giving written notice to Consultant of such termination and
specifying the effective date thereof at least five (5) days before the effective date of such
termination. In that event, all finished or unfinished documents, data, studies, surveys,
drawings, maps, reports and other materials prepared by Consultant shall, at the option of the
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Cin�, become the properh� of the Ciry, and Consultant shall be entitled to receive just and
equitable compensation, in an amount not to exceed that pavable under this Agreement and
less any dama2es caused City by Consultant's breach, for any ���ork satisfactorily completed
on such documents and other materials up to the effective da2e of Notice of Termination.
B. Termination of Agreement for Con��enience of Cit}�. Cit}� may terminate this Aereement
at anv time and for any reason, by givin� specific �vritten notice to Consultant of such
termination and specifying the effective date thereof, at least thirty (30) days before the
effective date of such termination. In that event, all finished and unfinished documents and
other materials described hereinabove shall, at the option of the City, become Citv's sole and
exclusive property. If the Aereement is terminated by Ciry as provided in this paragraph;
Consultant shall be entitled to receive just and equitable compensation, in an amount not to
exceed that payable under this Aereement, for any satisfactory �rork completed on such
documents and other materials to the effective date of such termination. Consultant hereby
expressly waives any and all claims for damages or compensation arising under this
Agreement except as set forth in this section.
ARTICLE VII. RECORD RETENTION A�ID ACCESS
A. Record Retention. During the course of the Project and for three (3) }�ears follo„ing
completion, the Consultant agrees to maintain; intact and readily accessible, all data,
documents, reports; records, contracts, and supporting materials relating to the Project as City
may requue.
B. Access to Records of Consultant and Subcontractors. The Consultant a�ees to permit,
and require its subcontractors to permit City or its authorized representatives, upon request,
to inspect all Project work, materials, pa}T011s, and other data, and to audit the books;
records, and accounu of the Contractor and its subcontractors pertaining to the Project.
C. Project Closeout. The Consultant a�rees that Project closeout does noi alter the reportin�
and record retention requirements of this Agreement.
ARTICLE VIII. PROJECT COMPLETION, AUDIT, AND CLOSEOUT
A. Project Completion. �Vithin ninety (90) calendar days follo�;�ing Project completion or
termination by Cih�, Consultant agrees to submit a final certification of Project expenses and
audit reports; as applicable.
B. Audit of Coosultants. Consultant agrees to perform financial and compliance audits the
City may requue. The Consultant also agrees to obtain anv other audits required by City.
Consultant agrees that Project closeout will not alter Consultant's audit responsibilities. Audit
costs are allowable Project costs.
C. Project Closeout. Project closeout occurs �vhen City notifies the Consultant that City has
closed the Project, and either forn�ards the final pa}ment or acknowledges that the Consultant
has remitted the proper refund. The Consultant agrees that Project closeout by Ciry does not
Pa�e 12
Twa Parry�Agreement Baween rhe 61}�ofChu(a 6isia and Harrelf&CompanvAdvisors.LLC forfinancial adcisory•servicu, y
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invalidate any continuing requirements imposed by the Agreement or any unmet
requirements set forth in a written notification from City
ARTICLE IX. MISCELLANEOUS PROVISIONS
A. Assignability. The sen�ices of Consultant aze personal to the City, and Consultant shall not
assign any interest in this Agreement, and shall not transfer any interest in the same (whether
by assignment or notation), without prior written consent of City.
L Limited Consent. City hereby consents to the assignment of the portions of the Defined
Services identified in Exhibit A, Pazagraph 16 to the subconsultants identified as
"Permitted Subconsultants."
B. Ownership, Publication, Reproduction and Use of Material. All reports, studies,
information, data, statistics, forms, designs, plans, procedures, systems and any other
materials or properties produced under this Agreement shall be the sole and excluside
property of City. No such materials or properties produced in whole or in part under this
Agreement shall be subject to private use, copyrights or patent rights by Consultant in the
United States or in any other country without the express written consent of City. City shall
have unrestricted authority to publish, disclose (except as may be limited by the provisions of
the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in
part, any such reports, studies, data, statistics, forms or other materials or properties produced
under this Agreement.
C. Independent Contractor. City is interested only in the results obtained and Consultant shall
perform as an independent contractor with sole control of the manner and means of
performing the services required under this Agreement. City maintains the right only to
reject or accept Consultant's wark products. Consultant and any of the Consultant's agents,
employees or representatives are, for all purposes under this Agreement, independent
contractors and shall not be deemed to be employees of City, and none of them shall be
entitled to any benefits to which City employees are entitled including but not limited to,
overtiine, retirement benefits, ���orker's compensation benefits, injury leave or other leave
benefits. Therefore, City ��ill not withhold state or federal income tax, social security tax or
any other payroll tax, and Consultant shall be solely responsible for the payment of same and
shall hold the Ciry harniless with regard to them.
1. Actions on Behalf of Citv. Except as City may specify in writing, Consultant shall have
no authority, express or implied, to act on behalf of City in any capacity whatsoever, as
an agent or othervvise. Consultant shall have no authority, express or implied, to bind
City or its members, agents, or employees, to any obligation whatsoever, unless expressly
provided in this Agreement.
2. No Oblieations to Third Parties. In comiection with the Project, Consultant agrees and
shall require that its agents, employees, subcontractors agree that Ciry shall not be
responsible for any obligations or liabilities to any third paRy, including its agents,
employees, subcontractors, or other person ar entity that is not a party to this Agreement.
Pa�e 13
Tiro ParryAgreement Betweers the Cip�ojChu(n{'�s(n and Narrel(&Comoma�Advisors LLC jorfinancia/odrisory�semieu, '
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\TOrivithstanding that City may have concurred in or approved any solicitation,
subagreemenc, or third party contract at any tier, Cit}� shall have no oblieation or liabilit��
to any person or entit�� not a party to this Agreement.
D. Administrati��e Claims Requirements and Procedures. \TO suit or azbitration shall be
broueht arising out of this Agreement, against Ciry unless a claun has first been presented in
«�-itine and filed with City and acted upon by City in accordance with the procedures set
forth in Chapter 134 of the Chula Vista Municipal Code, as same may from tune to time be
amended, the provisions of which aze incorporated by this reference as if fully set forth
herein, and such policies and procedures used by City in the unplementation of same. Upon
request by City, Consultant shall meet and confer in �ood faith �iith City for the purpose of
resolving any dispute over the terms of this Agreement.
E. Administration of Contract. Each party desienates the individuals (Contract
Admuustrators) indicated on E�ibit A, Pazagraph 12, as that party's contract administrator
�vho is authorized by the party to represent it in the routine administration of this Agreement.
F. Term. This Agreement shall terminate when the parties have complied n�th all executory
provisions hereof.
G. Statement of Costs. In the event that Consultant prepares a report or document, or
participates in the prepazation of a report or document in perfornung the Defined Services;
Consultant shall include, or cause the inclusion of, in the report or document, a statement of
the numbers and cost in dollaz amounts of all contracts and subcontracts relating to the
preparation of the report or document.
H. Consultant is Real Estate Broker and/or Salesman. If the bos on Eachibit A, Pazaeraph 15
is mazked, the Consultant and/or its principals is/aze licensed «rith the State of Califomia or
some other state as a real estate broker or salesperson. Othenvise, Consuitant represents that
neither Consultant; nor iu principals aze licensed real estate brokers or salespersons.
I. Notices. All notices, demands or requests provided for or permitted to be given pursuanf to
this Agreement must be in ���ritine. All notices; demands and requests to be sent to any party
shall be deemed to have been properly given or served if personally served or deposited in
the United States mail, addressed to such party, postage prepaid, registered or certified, �i�ith
retum receipt requested, at the addresses identified in this Agreement as the places of
business for each of the designated parties.
J. Integration. This Agreement, toQether ��ith any other �vriiten document referred to or
contemplated in it, embody the entire Aeceement and understanding beriveen the parties
relating to the subject matter hereof. Neither this Aereement nor any provision of it may be
amended; modified, �i�aived or dischazged except by an instrument in �i7itine executed by the
pazh� against�vhich enforcement of such amendment, wai��er or dischazge is soueht.
K. Capacity of Parties. Each signatory and party to this Agreement �varrants and represents to
the other party that it has legal authority and capacity and direction from its principal to enter
Paee 14
Twro Parp�dgreemrnt Between the C"'iry ojChu(a i�uta axd Harrell&Campam�Advisors LLC jor firtancid advisory sen•ices_
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into this Agreement, and that all necessary resolutions or other actions have been taken so as
to enable it to enter into this Agreement.
L. Governing Law/Venue. This Agreement shall be governed by and construed in accordance
w�ith the laws of the State of California. Any action arising under or relating to this
Agreement shall be brought only in the federal or state courts located in San Diego County,
State of California, and if applicable, the City of Clmla Vista, or as close thereto as possible.
Venue for this Agreement, and perfonnance under it, shall be the City of Chula Vista.
(Eod of page. Next page is signature page.)
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Two Part}�Asreement Between the Ciry ofChulu f4sm mrd Harrel!&ComoarcvAdvisors.LLC jorfinm�cia(adnisorJ�sernices, .
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Signature Page
to
Agreement behveen
Cih� of Chula Vista and
Harrell R Company Advisors, LLC,
For Finaucial Advisory Sen�ices
I1' WINESS Vl'HEREOF, City and Consultant have executed this Agreement,
indicatine that they have read and understood same, and indicate theu full and complete consent
to its terms:
Citv of Chula Vista
By:
Cheryl Cos, Ma��or
Attest:
Donna Noms, City Clerk
Approved as to form:
Glen R. Googins, City Attorney
Harrell & Company Advisors, LLC
Bv:
Su e Q. Harrell, President
Exhibit List to Aereement: Exhibit A
[LIST ADDITIO\`AL ��IIBITS, AS NECESS:�RY]
Paee 16
Two Parry dg�eemenl Benceen the Qp�oJChula I�um and HanelJ&Comoam Ad}•isors.LLC for financid adrisory services, �
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Ezhibit A
to
Agreement between
City of Chula Vista
and
Harrell & Company Advisors, LLC,
1. Effective Date: The Agreement shall take effect upon full execution of the Agreement, as of
the effective date stated on page 1 of the Agreement.
2. City-Related Entity:
O City of Chula Vista, a municipal chartered corporation of the State of California
(X ) The Chula Vista Municipal Financing Authority, a -
O The Chula Vista Industrial Development Authority, a
( ) Other: , a [insert business form]
(City)
3. Place of Business for City:
City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
4. Consultant:
Suzanne Q. Harrell, President
5. Business Form of Consultant:
( ) Sole Proprietorship
( ) Partnership
( ) Corporation
(X) Limited Liability Company �
6. Place of Business, Telephone and Fax Number of Consultant:
Harrell & Company Advisors, LLC
333 City Boulevard West, Suite 1430
Orange, CA 92868
(714) 939-1464
(714) 939-1462 (FAX)
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T�ro ParN Agreemen[BeM�een Ure Cip�ojChula Vlsla nnd Harrell&Compam�Advisors LLC fos financial advisop�services,
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7. General Duties:
Provide all necessary financial advisory services to assist in the issuance and refunding of
the 2002 Certificates of Participation.
8. Scope of�4'ork and Schedule:
A. Detailed Scope of\4'ork:
Consultant�vill be responsible for the follo�aing:
1. Bond Sizine. Size the Bonds and struc[ure bond repaycneni terms and conditions ���hich
most ad��antaoeously meet current market conditions and the objectives of the City.
Prepaze refunding cashflo�vs and arran�e for defeasance escro���.
2. Assist the City staff in preparing the staff reports for the Cih� Council and Municipal
Financine Authority Boazd.
3. Document Revie�v. Revie�v and comment on all le�al documents prepazed by the City s
bond counsel to ensure conformance �uith the proposed financing structure.
4. Rating Aeency A4eetings. Submit documents; conduct negotiations and attend meetines
�vith rating agencies as may be required.
5. Official Statement. Prepare the preliminary and final Official Statemenu to be used in
connection with the offering of the Bonds and distribute electronically.
6. Disciosure Issues. Provide technical support in defining_disclosure issues necessary to
meet SEC guidelines, as well as work with the City to fulfill its continuine disclosure
responsibilities under the Securities and Eschange Commission Rule 15c2-12.
7. Pricing. For a negotiated sale of the Bonds:
a. advise the City on the propriety of the underwriter's pricin� and compensation
relative to the current market conditions:
b. neeotiate to provide the lo�iest available rates and costs to the City;
c. provide the City �iith a pricing analysis and comparison of its transaction with other
recent sales of compazable credit quality; and
d. provide quantitative schedule sho���ing the results of the final pricin�.
8. Bond Closine. Review and coordinate arrangements for closing and delivery of the
Bonds, paying particulaz attention to needed certificates and representations of other
parties to ensure certification of information relied upon in the financine.
9. Attendance at A4eetings. Attend all meetings relating to the financing �iith City staff;
Pa�e 18
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bond counsel, disclosure counsel and underwriter as required.
to. Bond Administration—Advise the City in administration of the financing afrer bond
closing, working closely with the Finance Department and City's auditors as needed.
B. Date for Commencement of Consultant Services:
( X) Same as Effective Date of Agreement
( ) Other:
C. Dates or Time Limits for Delivery of Deliverables:
Deliverable No. I: Consists of items 1 — 9 under detailed Scope of Wark section.
Deliverable No. 2: Consists of item 10 under Detailed Scope of Work section. Delivery
of item will be on an ongoing basis.
D. Date for completion of all Consultant services: After completion of bond refunding or
termination of agreement by thirty days written notice from either party.
9. Materials Required to be Supplied by City to Consultant:
The City a�rees to make available to Consultant, without cost, sufficient copies of any
applicable reports, agreements, contracts, resolutions and other relevant documents regarding
the issuer of the securities as reasonably may be required from time to time for the prompt
and efficient performance by Consultant of its obligations hereunder.
10. Compensation:
A. (X) Single Fixed Fee Arrangement.
For performance of all of the Defined Services by Consultant as herein required, City shall
pay a single fixed fee in the amounts and at the times ar milestones or for the Deliverables set
forth below:
Single Fixed Fee Amount:
The fee quoted below includes performing all the tasks listed above. ConsultanYs fees are
contingent and payable out of bond proceeds at bond closing. In the event that the projected
bond issue does not occur for any reason, Consultant shall not be entitled to any compensation
hereunder. Consultant fees will be payable as follows:
• A fixed fee of$55,000, payable at bond closing.
Page 19
Two ParryAgreement 8elween Ute City af Chula Vista and Harrel!&Compamv Advisors LLC jar fiea�icia[advisary services,
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Rmised 09/I8/13 JA�P.1
\7ilestone or Event or Deliverable Amount or Percent of Fixed Fee
O 1. Interim Monthly Advances. The Cih shall make interim monthly advances
aeainst the compensation due for each phase on a percenta�e of completion basis for
each eiven phase such that, at the end of each phase only the compensation for that
phase has been paid. Any pa}�ments made hereunder shall be considered as interest
free loans that must be retumed to the City if the Phase is not satisfactorily
completed. If the Phase is satisfactorily completed; the City shall receive credit
against the compensation due for that phase. The retention amount or percentage set
forth in Pazagraph 19 is to be applied to each interim pa}�nent such [hat; at the end of
the phase; the full retention has been held back &om the compensation due for that
phase. Percentage of completion of a phase shall be assessed in tbe sole and
unfettered discretion by the Contracts Administrator designated herein by the Ciry; or
such other person as the City ManaQer shall desienate, but only upon such proof
demanded by the City that has been provided, but in no e��ent shall such interim
advance pa}�nent be made unless the Consultant shall have represented in writing that
said percentage of completion of the phase has been performed by the Consultant.
The practice of making interim monthly advances shall not convert this aereement to
a time and materials basis of payment. �
B. O Phased Fixed Fee Arrangement.
For the performance of each phase or portion of the Defined Services by Consultant as are
sepazately identified below, City shall pay the fixed fee associated «rith each phase of Services,
in the amounts and at the times or milestones or Deliverables set forth. Consultant shall not
commence Services under any Phase, and shall not be entitled to the compensation for a Phase,
unless City shall have issued a notice to proceed to Consultant as to said Phase.
Phase Fee for Said Phase
1. 5
2. $
3. S
O 1. Interim Monthly Advances. The City shall make interun monthly advances
against the compensation due for each phase on a percenta�e of completion basis for
each eiven phase such that, at the end of each phase only the compensation for that
phase has been paid. Any paymenu made hereunder shall be considered as interest
free loans that must be retumed to the Cit}� if the Phase is not satisfactorilv
completed. If the Pbase is satisfactorily completed, the Ciry shall receive credit
against the compensation due for that phase. The retention amount or percentage set
forth in Pazaaraph 18 is to be applied to each interun payment such that, at the end of
the phase, the full retention has been held back from the compensation due for that
phase. Percentage of completion of a phase shall be assessed in the sole and
Pa�e 20
Two Parq�Agree�nen[Baween the Cit}�of Chula Pism attd Harre(1&Com.narrv Advirors.LLC jor financid adrisory sen�itu, v
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unfettered discretion by the Contracts Administrator designated herein by the City, or
such other person as the City Manager shall designate, but only upon such proof
demanded by the City that has been provided, but in no event shall such interim
advance payment be made unless the Consultant shall have represented in writing that
said percentage of completion of the phase has been performed by the Consultant.
The practice of making interim monthly advances shall not convert this agreement to
a time and materials basis of payment.
C. ( ) Hourly Rate Arrangement
For performance of the Defined Services by Consultant as herein required, City shall pay
Consultant for the productive hours of time spent by Consultant in the performance of said
Services, at the rates or amounts set forih in the Rate Schedule herein below according to the
following terms and conditions:
(1) O Not-to-Exceed Limitation on Time and Materials Arrangement
Notwithstanding the expenditure Uy Consultant of time and materials in excess of said
Ma�cimum Compensation amount, Consultant agrees that Consultant will perform all of
the Defined Services herein required of Consultant for $
including all Materials, and other"reimbursables" (Maximum Compensation).
(2) O L'unitation without Fur[her Authorization on Time and Materials Arrangement
At such time as Consultant sha11 l�ave nicurred time and materiats equal to
$ (Authorization Limit), Consultant shall not be entitled to
any additional compensation without further authorization issued in writing and approved
by the City. Nothing herein shall preclude Consultant from providing additional Services
at Consultant's own cost and espense. See Exhibit B for���age rates.
O Hourly rates may increase by 6% for services rendered after [month], 20_, if delay
in providing services is caused by City.
11. Materials Reimbursement Arrangement
For the cost of out of pocket expenses incuned by Consultant in the performance of services
herein required, City shall pay Consultant at the rates or amounts set forth below, in a total
amount not to exceed $1,500:
O None, the compensation includes all costs.
Cost or Rate
( ) Reports, not to exceed $ $
(3� Copies, not to exceed $200: $1.00 per page
( ) Travel, not to exceed $ $
(J� Printing, not to exceed $700: $.40 per page
Page 21
Two PnrN Agreement Between Ure City of Cpu(a Vit[a m�d Harrell&Cmnnanv Advisors LLC jorfi�mncia(advisnry servicu,
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Revised 09/16/131MM
�&«�; �i.00
per paee
(Color)
(� Postage, not to exceed $100: At Cost
(� Delivery, not to exceed $250: At Cost
( ) Outside Services: $
(J� Other Acival Identifiable Direct Costs: $
Conference Call Charges; not to exceed $�00: At Cost
; not to exceed $ S
12. Contract Administrators:
Cirv: Maria Kachadoorian, Director of Finance/Treasurer
Consultant: Suzamie Q. Harrell; President
13. Liquidated Damaees Rate: Not applicable
( ) S per day.
( ) Other:
14. Statement of Economic Interests; Consultant Reporting Categories; per Conflict of Interest
Code(Chula Vista Municipal Code chapter 2.02):
(X ) Not Applicable.I�'ot an FPPC Filer.
( ) FPPC Filer
O Category No. 1. Investments, sources of income and business interesu.
O Category No. 2. Interests in real property.
O Cate�ory No. 3. Im�estments, business positions, interests in real property, and
sources of income subject to the rewlatorq; pemut or licensing authority of the
department administeri�g this Agreement.
O Cateeory No. 4. Imestments and business positions in business entities and sources of
income that engage in land development; construction or the acquisition or sale of
real property.
O Cateeory \TO. �. Investments and business positions in business entities and sources
of income that, ���thin the past ri��o yeazs, have contracted �vith the City of Chula
Vista or the City's Redevelopment Aeency to provide services, supplies; materials; �
machinery or equipment.
Paee 22
Tk�o Parry Agreemen!Between ihe Cit}�of Chula I�ista attd Harrell&Comomrv Advisors.LLC jor finaneial ad�isory sen•icu, � �
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O Category No. 6. Investments and business positions in business entities and sources of
income that, within the past two years, have contracted with the department
administering this Agreement to provide services, supplies, materials, machinery or
equipment.
O List Consultant Associates interests in real property within 2 radial miles of Project
Property, if any:
15. O Consultant is Real Estate Broker and/or Salesman
16. Permitted Subconsultants:
17. Bill Processing:
A. Consultant's Billing to be submitted for the following period of time:
( ) Monthly
( ) Quarterly
� ( X ) Other: At bond closing �
B. Day of the Period for submission of Consulta�it's Billing:
( ) Pirst of the D4onth
( ) 15th Day of each Month
( ) End of the Month
( ) Other:
C. City's Account Number: To be decided by Finance Department.
18. Security for Performance
( ) Performance Bond, $
( ) Letter of Credit, $
( ) Other Security:
Type:
Amount: $
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Two PattyAgreement Benveer�the Ciq�ojClm(a I�uta nud Nm're11&Conmam+Adi�isors LLC jarfinancia!ad�•isory sen•ices,
C:\UsaslSHarrellWppData�LocalUvli<msoft\R'indows\Temporery Imeme!Files\Co�enCQuj�ook\TEGOBHLG�Swanne Harrell Agecmrnt-2002 COP ReCunding-
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Re�dsed 09/I8/13 JMM
O Retention. If this space is checked; then nonvithstanding other provisions to the conirary
requiring the pa}�ment of compensation to the Consultant sooner, the Cih� shall be entitled
to retain, at their option, either the follo��ina "Retention Percentage' or "Retention
Amounf'-until the City determines that the Retention Release Event, listed belo«�, has
occurred:
( ) Retenrion PercentaQe:
( ) Retention Amount�$
Retention Release E��ent:
O Completion of All Consultant Services
( ) Other:
O Otber: The Retention Amount may be released on a monthly basis provided that
Consultant has performed said monthiy services to the sole satisfaction of the Assistant City
D4anagerlDirector of Development Sercices or his designee. - -
Paae 24
TwoParp�AgrermentBelweenlheGq�ofChu[aVls7aandHanell&CamaarrvAdrisors.LLCjorfinancidadrtsoryservices, � v
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