HomeMy WebLinkAbout2009/11/05 Item 3CITY COUNCIL
AGENDA STATEMENT
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CHULAVISTA
NOVEMBER 5, 2009, Item 3
ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING AN AGREEMENT WITH THE
INVESTMENT BANKING FIRM OF E.J. DE LA ROSA & CO.,
INC. TO PROVIDE UNDERWRITING SERVICES FOR
RESTRUCTURING OF CITY BONDED DEBT IF DEEMED
ECONOMICALLY FEASIBLE
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA WAIVING THE FORMAL CONSULTANT
SELECTION PROCESS AS IMPRACTICAL AND APPROVING
AN AGREEMENT WITH STRADLING, YOCCA, CARLSON &
RAUTH FOR BOND AND DISCLOSURE COUNSEL SERVICES
SUBMITTED BY DIRECTOR OF FIN N REASURER~
CITY MANAGER~N~
REVIEWED BY: ASSISTANT CITY ANAGER
4/STHS VOTE: YES ~ NO
SUMMARY
As a result of the significant reduction in development-related fees currently being collected, the
City is anticipating restructuring a portion of the debt related to its Public Facilities Development
Impact Fees ("PFDIF") obligations. The City will consider options to restructure the 2000 -
Corporation Yard Certificates of Participation (COP) and 2002 -Police Facility COP and issuing
new money to reimburse the Public Facilities Development Impact Fee fund for expenditures for
Phase III of the Civic Center project. The City anticipates that this restmcturing will enable it to
better meet its long-term financial goals.
A Request for Proposal (RFP) was issued on September 2, 2009 for investment banking and bond-
underwriting services anticipating the possible restructuring of City bonded debt. The RFP closed
on September 21, 2009 and yielded thirteen proposals.
ENVIRONMENTAL REVIEW
The Environmental Review Coordinator has reviewed the proposed activity for compliance with the
California Environmental Quality Act (CEQA) and has determined that approving the agreements
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NOVEMBER 5, 2009, Item ~
Page 2 of 4
aze not a "Project" as defined under Section 15378 of the State CEQA Guidelines because it will not
result in a physical change to the environment; therefore, pursuant to Section 15060(c)(3) of the
State CEQA Guidelines the actions proposed are not subject to CEQA.
RECOMMENDATION
Council adopts the resolutions.
BOARDS/COMMISSION RECOMMENDATION:
Not applicable.
DISCUSSION
On September 2, 2009, the City issued a Request for Proposal (RFP) for investment banking and
underwriting services for restructuring the 2000 -Corporation Yard Certificate of Participation
(COP) and 2002 -Police Facility COP. The RFP was advertised in the Star News, a local
publication as well as through the Internet on Planet Bids. Additionally many underwriting firms
were contacted and invited to participate in this process. In total, thirteen proposals from
national and regional municipal investment banking and underwriting firms were received.
A five-member Selection Committee consisting of the City's Director of Finance, Assistant
Director of Finance, Treasury Manager, Fiscal and Management Analyst and the City's Financial
Advisor was created for the selection process. After reviewing all thirteen proposals, the panel
selected four firms to interview.
The four firms interviewed were:
• Bank of America/Merrill Lynch
• E. J. De La Rosa & Co., Inc.
• Southwest Securities
• Royal Bank of Canada Capital Markets
The selection criteria was based on:
• Experience with restructuring municipal bonded indebtedness
• Proposed restructuring approach for the City's Public Facilities Development Impact Fee
debt obligations
• Proposed Marketing Plan for selling the bonds to investors
• Professional qualifications of key personnel assigned to the City
• Proposed credit and rating agency strategy
• Cost of services based on the dollar cost per $1,000 of bonds issued
The top four rated proposers were interviewed by the Selection Committee. Following this
process, the Committee unanimously agreed to recommend the selection of De La Rosa & Co.,
Inc. (DLR).
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NOVEMBER 5, 2009, Item 3
Page 3 of 4
DLR has significant experience as an investment banker having underwritten 60 lease
revenue/Certificates of Participation financings since 2006 having an aggregate par amount of
$3.2 billion. Although all four finalists are capable of handling any contemplated debt
restructuring, the Committee felt that DLR was more focused on the City's goals to minimize the
costs of restructuring. Furthermore, DLR is very familiar with the City of Chula Vista having
worked on previous bond issuances for the City as well as the County and City of San Diego, the
San Diego Association of Governments, the San Diego Unified School District and the San
Diego Community College District.
DLR was also impressive in presenting their mazketing approach and distribution plan for selling
the bonds. DLR's mazketing plan expects the City will receive strong demand from a balanced
mix of retail and institutional investors. DLR's marketing approach is designed to expand the
investor base for the City's bonds and engage investors early to maximize retail participation.
This will be accomplished by:
• Early distribution of the preliminary official statement
• Employing a local marketing plan and education campaign to maximize local retail demand
• Holding a retail order period
• Tazgeting high net worth investors and money managers
• Targeting top institutional investors
• Committing to underwrite (purchasing) unsold bonds
In addition, DLR offered the second lowest pricing at $7.36 per $1,000 issued. This compared
favorably to Bank of America ($9.36) and Southwest Securities ($8.23). The Royal Bank of
Canada had the lowest cost of the four finalists at $4.90.
DLR was chosen based on their proposal, responses during the interview process and favorable
pricing structure. The following paragraphs provide a brief overview of the firm and results of
the Redevelopment Agency s most recent bond issuance with DLR.
De La Rosa & Co. is a California-based investment banking services firm with full-service
offices in Los Angeles and San Francisco. The firm is a top ranking municipal bond underwriter
in California. De La Rosa & Co. is the only major firm serving California municipal issuers that
focuses exclusively on the California municipal bond market. The firm has over 20 years of
investment banking experience in bond underwriting, transportation financings, and
redevelopment and land-secured projects.
In July 2008, DLR served the RDA as Senior Manager on its 2008 Tax Allocation Bond
restructuring. DLR assisted the RDA in obtaining an underlying credit rating up rg ade from
Standard & Poors (from A- to A) and securing an insurance commitment from FSA, which
allowed the City to generate cash flow and budgetary savings to the General Fund. DLR
aggressively priced the City's bonds during a tumultuous time in the market, underwriting (DLR
used their capital to purchase the unsold bonds) $11 million of unsold bonds on the day of
pricing to achieve a 4.93% TIC (true interest cost) for the bonds issued.
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NOVEMBER 5, 2009, Item 3
Page 4 of 4
Stradling, Yocca, Carlson & Rauth Agreement for Bond and Disclosure Counsel Services
The law firm of Stradling, Yocca, Carlson and Rauth has served as the City's bond counsel for
the City's Certificates of Participation and Tax Allocation Bond refundings and restructurings
since 1997. Bond counsel has also served as disclosure counsel to the City assisting in the
preparation of the Official Statements for the financings. Bond counsel has also provided
various post-issuance services at the request of the City. Most recently Bond counsel
represented the City before the Internal Revenue Service for the audit of the bond proceeds from
the 2004 Certificates of Participation -Civic Center Phase 1. The audit concluded favorably to
the City in all respects.
Waiving the consultant selection process for bond counsel makes sense for the following
reasons. First, in connection with the proposed restructuring, Bond counsel has intimate
knowledge of how the original financings were structured and this historical information puts
them in a unique position to advise the City on the most optimal restructuring alternatives.
Second, retaining Bond counsel will provide continuity for the City in legal advice for the
preparation of Official Statements. In recent years, the Securities and Exchange Commission has
emphasized the importance of municipal disclosure. Bond counsel is a very experienced firm on
disclosure matters ranking first in California and second in the country last year in the disclosure
counsel rankings. Third, Bond counsel has provided excellent service to the City throughout the
term of its contract always meeting deadlines and supporting staff throughout the financing
process.
DECISION MAKER CONFLICT
Staff has reviewed the property holdings of the City Council and has found a conflict exists, in
that Council Member Castaneda has property holdings within 500 feet of the boundaries of the
property, which is the subject of this action.
CURRENT YEAR FISCAL IMPACT
There is no direct fiscal impact to the General Fund as a result of the recommended action. The
fiscal impact upon future debt issues will vary depending on the size and type of the issue. All
costs to be incurred will be paid solely from the proceeds of each particular transaction and
therefore become part of the long-term debt cost of issuance.
ONGOING FISCAL IMPACT
There is no anticipated ongoing fiscal impact by approving this action.
Prepared by Phillip Davis, Assistant Director, Finance Department
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RESOLUTION NO.2009-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING AN AGREEMENT WITH THE
INVESTMENT BANKING FIRM OF E.J. DE LA ROSA & CO.,
INC. TO PROVIDE UNDERWRITING SERVICES FOR
RESTRUCTURING OF CITY BONDED DEBT, IF DEEMED
ECONOMICALLY FEASIBLE
WHEREAS, as a result of the significant reduction in development-related fees currently
being collected, the City is anticipating restructuring a portion of the debt related to its Public
Facilities Development Impact Fees ("PFDIF") obligations; and
WHEREAS, the City anticipates that this restructuring will enable it to better meet its
long-term financial goals; and
WHEREAS, a Request for Proposal (RFP) was issued on September 2, 2009 for
investment banking and bond underwriting services anticipating the possible restructuring of
City bonded debt; and
WHEREAS, the RFP closed on September 21, 2009 and yielded proposals from thirteen
municipal investment banking and underwriting firms; and
WHEREAS, afive-member Selection Committee consisting of the City's Director of
Finance, Assistant Director of Finance, Treasury Manager, Fiscal and Management Analyst and
the City's Financial Advisor was created for the selection process; and
WHEREAS, the Committee selected four of the thirteen firms to interview and
unanimously agreed to recommend the selection of E.J. De La Rosa & Co., Inc. (DLR); and
WHEREAS, DLR has significant experience as an investment banker having
underwritten 60 lease revenue/Certificates of Participation financings since 2006 having an
aggregate par amount of $3.2 billion; and
WHEREAS, the Committee felt that DLR was more focused on the City's needs based
on their business philosophy of dealing only in California public finance; and
WHEREAS, DLR is very familiar with the City of Chula Vista having worked on
previous bond issuances for the City as well as the County and City of San Diego, the San Diego
Association of Governments, the San Diego Unified School District and the San Diego
Community College District; and
WHEREAS, DLR offered the second lowest pricing at $7.36 per $1,000 issued; and
WHEREAS, DLR is a California-based investment banking services firm with full-
service offices in Los Angeles and San Francisco; and
WHEREAS, the firm is a top ranking municipal bond underwriter in California; and
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Resolution No. 2009-
Page 2
WHEREAS, DLR is the only major firm serving California municipal issuers that
focuses exclusively on the California municipal bond market; and
WHEREAS, the firm has over 20 years of investment banking experience in bond
underwriting, transportation financings, and redevelopment and land-secured projects; and
WHEREAS, in July 2008, DLR served the City as Senior Manager on its 2008 Tax
Allocation Bond restructuring; and
WHEREAS, DLR assisted the City in obtaining an underlying credit rating u rade from
Standard & Poors (from A- to A) and securing an insurance commitment from FSA, which
allowed the City to generate cash flow and budgetary savings to the General Fund; and
WHEREAS, DLR aggressively priced the City's bonds during a tumultuous time in the
market, underwriting $11 million of unsold bonds (DLR used their capital to purchase the unsold
bonds) on the day of pricing to achieve a 4.93% TIC (true interest cost) for the bonds issued; and
WHEREAS, the City Council has found that DLR was selected in accordance with the
requirements of Chula Vista Municipal Code section 2.56.110.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula
Vista approves an Agreement with the investment banking firm of E.J. De La Rosa & Co., to
provide underwriting services for restructuring of City bonded debt, if deemed economically
feasible, a copy of which is on file in the office of the City Clerk.
Presented by
Maria Kachadoorian
Director of Finance/Treasurer
Approved as to form
3-6
2
RESOLUTION N0.2009-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA WAIVING THE FORMAL CONSULTANT
SELECTION PROCESS AS IMPRACTICAL AND APPROVING
AN AGREEMENT WITH STRADLING, YOCCA, CARLSON &
RAUTH FOR BOND AND DISCLOSURE COUNSEL
SERVICES
WHEREAS, as a result of the significant reduction in development-related fees currently
being collected, the City is anticipating restructuring a portion of the debt related to its Public
Facilities Development Impact Fees ("PFDIF") obligations; and
WHEREAS, the City anticipates that this restructuring will enable it to better meet its
long-term financial goals; and
WHEREAS, a Request for Proposal (RFP) was issued on September 2, 2009 for
investment banking and bond underwriting services anticipating the possible restructuring of
City bonded debt; and
WHEREAS, the law firm of Stradling, Yocca, Carlson and Routh ("SYCR") has served
as the City's bond counsel for the City's Certificates of Participation and Tax Allocation Bond
refunding and restructuring since 1997; and
WHEREAS, SYCR has also served as disclosure counsel to the City assisting in the
preparation of the Official Statements for the financings and has provided various post-issuance
services at the request of the City; and
WHEREAS, most recently SYCR represented the City before the Internal Revenue
Service for the audit of the bond proceeds from the 2004 Certificates of Participation -Civic
Center Phase 1 and the audit concluded favorably to the City in all respects; and
WHEREAS, in connection with the proposed restructuring, SYCR has intimate
knowledge of how the original financings were structured and this historical information puts
them in a unique position to advise the City on the most optimal restructuring alternatives; and
WHEREAS, retaining SYCR will provide continuity for the City in legal advice for the
preparation of Official Statements; and
WHEREAS, in recent years, the Securities and Exchange Commission has emphasized
the importance of municipal disclosure; and
WHEREAS, SYCR is very experienced on disclosure matters ranking first in California
and second in the country last year in the disclosure counsel rankings; and
WHEREAS, SYCR has provided excellent service to the City throughout the term of its
contract always meeting deadlines and supporting staff throughout the financing process.
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Resolution No. 2009-
Page 2
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula
Vista waives the formal consultant selection process as impractical and approving an Agreement
with Stradling, Yocca, Cazlson & Rauth for bond and disclosure counsel services.
Presented by Approved as to form
Mazia Kachadoorian
Director of Finance/Treasurer
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Parties and Recital Page(s)
Agreemcnt between
City of Chula Vista and
Public Financing Authority of the City ofChula Vista
and
E. J. De La Rosa & Co., Inc.
for Bond Underwriting Services related to (a) refunding the 2000 and 2002 Ccrtificates of
Participation, (b) refunding of any other outstanding 2010 and 2011 maturitics, and (c) issuancc
of new money Certificates of Participation, Bond Anticipation Notes or other ncw money
financing vehicles any or all of which may be issued to meet the City's desired debt restructuring
objectives.
This agreement ("Agreement"), dated November 5, 2009 for the purposes of reference only,
and effective as ofthc datc last executcd unless another datc is otherwisc specified in Exhibit A,
Paragraph I, is betwecn the City-related entity as is indicated on Exhibit A, Paragraph 2, as such
("City"), whose business fonn is set forth on Exhibit A, Paragraph 3, and the entity indicated on
the attached Exhibit A, Paragraph 4, as Consultant, whose business form is set forth on
Exhibit A, Paragraph 5, and whose place of business and telephone numbers are sct forth on
Exhibit A, Paragraph 6 ("Consultant"), and is made :vith refcrence to thc following t~lctS:
Recitals
Whereas, E. J. De La Rosa & Co., Inc. hereafter referred to as "Consultant"', possesscs thc
requisite expertise and knowledge to assist the city in providing requisite underwriting scrviccs
and,
Whereas, the City ofChula Vista and the Public Financing Authority of the City ofChula
Vista hereaftcr referred to as "City" is dcsirous of taking advantage of said knowledge and
expertise and,
Whereas, Consultant warrants and represents that it is experienccd and staffed in a manner
such that it can prepare and deliver the services required of Consultant to City within the time
frames herein provided all in accordance with the terms and conditions of this Agreement;
(End of Recitals. Next Page starts Obligatory Provisions.)
Page 1
Obligatory Provisions Pages
NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually
agree as follows:
I. Consultant's Duties
A. General Duties
Consultant shall perform all of the services described on the attached Exhibit A, Paragraph 7,
entitled "General Duties"; and,
B. Scope of Work and Schedule
In the process of performing and delivering said "General Duties", Consultant shall also
perform all of the services described in Exhibit A, Paragraph 8, entitled "Scope of Work and
Schedule", not inconsistent with the General Duties, according to, and within the time frames sel
forth in Exhibit A, Paragraph 8, and deliver to City such Deliverablcs as are identified in Exhibit
A, Paragraph 8, within the time frames set forth therein, time being of the essence of this
agreement. The General Duties and the work and deliverables required in the Scope of Work and
Schedule shall be herein 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, operate to terminate
this Agreement.
C. Reductions in Scope of Work
City may independently, or upon request from Consultant, li.om time to time reduce the
Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City
and Consultant agree to meet in good faith and confer for the purpose of negotiating a
corresponding reduction in the compensation associated with said reduction.
D. Additional Services
In addition to performing the Defined Services herein set forth, City may require Consultant
to perform additional consulting services related to the Defined Services ("Additional Services"),
and upon doing so in writing, if they are within the scope of services offered by Consultant,
Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate
Schedule" in Exhibit A, Paragraph IO(C), unless a separate fixed fee is otherwise agreed upon.
All compensation for Additional Services shall be paid monthly as billed or as otherwise
mutually agreed.
E. Standard of Care
Consultant, in performing any Services under this agreement, whether Defined Services or
Additional Services, shall perform in a manner consistent with that level of care and skill
Page 2
ordinarily exercised by members of the profession currently practicing under similar conditions
and in similar locations.
F. Insurance
Consultant must procure insurance against claims for injuries to persons or damages to
property that may arise from or in connection with the performance of the work under the
contract 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. The
insurance must be maintained for the duration of the contract.
Minimum Scope of Insurance
Coverage must be at least as broad as:
(I) Insurance Services Office Commercial General Liability coverage (occurrence Form
CGOOOI).
(2) Insurance Services Office Form Number CA 000 I covering Automobile Liability,
Code I (any auto).
(3) Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
(4) Professional Liability or Errors & Omissions Liability insurance appropriate to the
Consultant's profession. Architects' and Engineers' coverage is to be endorsed to
include contractual liability.
Minimum Limits of Insurance
Contractor must maintain limits no less than:
I. General Liability:
(Including operations,
products and completed
operations, as applicable)
2. Automobile Liability:
3. Workers' Compensation
Employer's Liability:
4. Professional Liability or
Errors & Omissions
$1,000,000 per occurrence for bodily injury, personal injury and
property damage. If Commercial General Liability insurance
with a general aggregate limit is used, either the general
aggregate limit must apply separately to this project/location or
the general aggregate limit must be twice the required occurrence
limit.
$1,000,000 per accident for bodily injury and property damage.
Statutory
$1,000,000 each accident
$1,000,000 disease-policy limit
$1,000,000 disease-each employee
$1,000,000 each occurrence
Page 3
Liability:
Oeductibles and Self-Insured Retentions
Any deductibles or self-insured retcntions mllst be declarcd to and approvcd by the City. At
the option ofthc City, either thc insurer will reduce or eliminate such deductibles or selt~insured
retentions as they pertain to the City, its officers, otlicials, employees and volunteers; or thc
Consultant will provide a financial guarantee satisfactory to the City guarantceing payment of
losses and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
The general liability, automobile liability, and where appropriate, the worker's compensation
policies are to contain, or be endorsed to contain, the following provisions:
(1) The City of Chula Vista, its officers, otlieials, employees, agents, and volunteers arc
to be named as additional insureds with respect to liability arising out of automobiles
owned, leased, hired or borrowed by or on behalf of the Consultant, where applicable,
and, with respect to liability arising out of work or operations performed by or on
behalf of the Consultant, including providing materials, parts or equipment furnished
in connection with such work or operations. The general liability additional insured
coverage must be provided in the form of an endorsement to the contractor's
insurance using ISO CG 20 1 0 (11/85) or its equivalent. Specitically, the endorsement
must not exclude Products/Completed Operations coverage.
(2) The Consultant's General Liability insurance coverage must be primary insurance as
it pertains to the City, its officers, officials, employees, agents, and volunteers. Any
insurance or selt~insurance maintained by the City, its officers, oflicials, employees,
or volunteers is wholly separate from the insurance of the contractor and in no way
relieves the contractor from its responsibility to provide insurance.
(3) The insurance policy required by this clause must be endorsed to state that coverage
will not be canceled by either party, except after thirty (30) days' prior written notice
to the City by certified mail, return receipt requested.
(4) Coverage shall not extend to any indemnity coverage for the active negligence of the
additional insured in any case where an agreement to indemnify the additional insured
would be invalid under Subdivision (b) of Section 2782 of the Civil Code.
(5) Consultant's insurer will provide a Waiver of Subrogation in favor of the City fur
each required policy providing coverage during the life of this contract.
If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions
coverage are written on a claims-made form:
Page 4
(1) The "Retro Date" must be shown, and must be before the date of the contract or the
beginning of the contract work.
(2) Insurance must be maintained and evidence of insurance must be provided for at least
five (5) years aftcr completion of the contract work.
(3) If coverage is canceled or non-renewed, and not replaced with another claims-made
policy form with a "Retro Date" prior to thc contract effective date, the Consultant
must purchase "extended reporting" coverage for a minimum of five (5) years after
completion of contract work.
(4) A copy of the claims reporting requirements must be submitted to the City lor review.
Acceptability of Insurers
Insurance is to be placed with licensed insurcrs admitted to transact business in the Statc of
California with a current A.M. Bcst's rating 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 Eligible Surplus
Lines Insurers ("LESLl") with a current A.M. Best's rating of no less than A X. Exception may
be made for the State Compensation Fund when not specifically rated.
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements
elTecting coverage required by this clause. The endorsements should be on insurance industry
fornls, provided those endorscments or policies conform to the contract requirements. All
certificates and endorsements arc to be received and approved by the City before work
commences. The City reserves the right to require, at any time, complete, certified copies of all
required insurance policies, including endorsements evidencing the coverage required by these
specifications.
Subcontractors
Consultants must include all subconsultants as insureds under its policies or Illrnish separate
certificates and endorsements for each subeonsultant. All coverage lor subeonsultants arc subject
to all of the requirements included in these specifications.
G. Security for Performance
(I) Performance Bond
In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide
a Performance Bond (indicatcd by a check mark in the parenthctical space immediatcly
preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the
City a performance bond in the form prescribed by the City and by such sureties which are
authorized to transact such business in the State of California, listed as approved by the United
States Department of Treasury Circular 570, hllP://www.lins.l1-cBs.gov/c570. and whose
Page 5
underwriting limitation is sufficient to issue bonds in the amount required by the agreement, and
which also satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure,
except as provided otherwise by laws or regulations. All bonds signed by an agent 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 Manager or City Attorney which
amount is indicated in the space adjacent to the term, "Performance Bond", in said Exhibit A,
Paragraph IS.
(2) Letter of Credit
In the event that Exhibit A, at Paragraph 1S, indicates the necd for Consultant to provide
a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding
the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an
irrevocable letter of credit callable by the City at their unfcttered discretion by submitting to the
bank a letter, signed by the City Manager, stating that the Consultant is in breach of thc 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 City Attorney which amount is indicated in the space
adjacent to the term, "Lctter of Credit", in said Exhibit A, Paragraph IS.
(3) Othcr Security
In the cvent that Exhibit A, at Paragraph IS, indicates the need for Consultant to provide
security other than a Performance Bond or a Letter of Credit (indicated by a check mark in thc
parenthetical 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 Attorney.
H. Business License
Consultant agrees to obtain a business license Irom the City and to otherwise comply with
Title 5 of the Chula Vista Municipal Code.
2. Duties of the City
A. Consultation and Cooperation
City shall regularly consult the Consultant for the purpose of reviewing the progress orthe
Detined Services and Schedule therein contained, and to provide direction and guidance to
achicve the objcctives of this agreement. The City shall permit aeecss to its oftiee facilities, files
and records by Consultant throughout thc term of the agreement. In addition thereto, City agrecs
to provide the information, data, items and materials set forth on Exhibit A, Paragraph 9, and
with the further understanding that delay in the provision of these materials beyond thirty (30)
days after authorization to proceed, shall constitute a basis for the justitiable delay in the
Consultant's performance of this agreement.
B. Compensation
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Upon receipt of a properly prepared billing from Consultant submitted to the City
periodically as indicated in Exhibit A, Paragraph 17, but in no event more frequently than
monthly, on the day of the periou indicated in Exhibit A, Paragraph 17, City shall compensate
Consultant for all services rendered by Consultant according to the terms and conditions set lorth
in Exhibit A, Paragraph 10, adjacent to the governing compensation relationship indicated by a
"eheckmark" next to the appropriatc arrangement, subject to the rcquircments for retention set
forth in Paragraph 18 of Exhibit A, and shall compensate Consultant for out of pockel expcnses
as provided in Exhibit A, Paragraph II.
All billings submitted by Consultant shall contain sufficient information as to thc propriety of
the billing to permit the City to evaluate that the amount due and payable thereunder is proper,
and shall speeifically contain the City's account number indicated on Exhibit A, Paragraph 17(C)
to be charged upon making sueh payment.
3. Administration of Contract
Each party designates the individuals ("Contraet Administrators") indicated on Exhibit A,
Paragraph 12, as said party's contract administrator who is authorized by said pm1y to represent
them in the routine administration of this agreement.
4. Term
This Agreement shall terminate when the Parties have complied with all executory provisions
hereof.
5. Liquidated Damages
The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A,
Paragraph 13.
It is acknowledged by both parties that time is of the esscnce 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.
Failure to complete the Defined Services within the allotted time period specified in this
Agreement shall result in the following penalty: For each consecutive calendar day in excess of
the time speciIied for the completion of the rcspective work assignment or Deliverablc, the
Consultant shall pay to the City, or have withheld from monies duc, the sum of Liquidated
Damages Rate provided in Exhibit A, Paragraph 13 ("Liquidatcd Damages Rate").
Time extensions tor delays beyond the Consultant's control, other than delays eauscd by the
City, shall be requested in writing to the City's Contract Administrator, or designce, prior to thc
expiration of the specified time. Extensions of time, when granted, will be bascd upon thc cffcct
of delays to the work and will not be granted Jar delays to minor p0l1ions of work unlcss it ean
be shown that such delays did or will delay the progress of the work.
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6. Financial Interests of Consultant
A. Consultant is Designated as an FPPC Filer
If Consultant is designated on Exhibit A, Paragraph 14, as an "FPPC filer", Consultant is
deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of inter cst and
disclosure provisions, and shall report economic intercsts to thc City Clerk on the required
Statement of Economic Interests in such reporting categories as are specitied in Paragraph 14 of
Exhibit A, or if none arc specitied, then as determined by the City Attorney.
B. Decline to Participate
Regardlcss of whether Consultant is designated as an FPPC Filer, Consultant shall not make,
or participate in making or in any way attempt to use Consultant's position to intluence a
governmental decision in which Consultant knows or has reason to know Consultant has a
tinancial interest other than the compensation promised by this Agreement.
C. Search to Determine Economic Interests
Regardless 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 would contlict with Consultant's duties under this
agreement.
D. Promise Not to Acquire Conflicting Interests
Regardlcss 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
teml of this Agreement which would constitute a contlict of inter cst as prohibited by thc Fair
Political Practiccs Act.
E. Duty to Advise ofConllicting Interests
Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants
and rcpresents that Consultant will immediatcly advise the City Attorney of City if Consultant
learns of an economic interest of Consultant's that may result in a conflict of intcrcst for the
purpose of the Fair Political Practices Act, and regulations promulgatcd thereunder.
F. Specitic Warranties Against Economic Interests
Consultant warrants and represents that neither 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 which may be the subject mattcr
of the Defined Services, or in any property within 2 radial milcs from the exterior boundaries of
Page g
any property which may be the subject matter of the Delined Services, ("Prohibitcd Intcrest"),
other than as listed in Exhibit A, Paragraph 14.
Consultant further warrants and represents that no promise of future employment,
remuncration, consideration, gratuity or other reward or gain has been made to Consultant or
Consultant Associates in connection with Consultant's pcrformance of this Agreement.
Consultant promises to advise City of any such promise that may be made during the Term of
this Agrecment, or for twelve months thereaftcr.
Consultant agrees that Consultant Associates shall not acquire any such Prohibitcd Interest
within the Term of this Agrecment, or for twelve months atier the expiration of this Agreement,
except with the written permission of City.
Consultant may not conduct or solicit any business for any party to this Agreement, or for
any third party that may be in conflict with Consultant's responsibilities under this Agrecment,
except with the written permission of City.
7. Hold Harmless
(I) Indemnification and Hold Harmless Agreement
With respect to any liability, including but not limited to claims asserted or costs, losses,
attorneys' fees, or payments for injury to any person or property caused or claimed to bc caused
by the acts or omissions of the Consultant, or Consultant's employees, agents, and otIieers,
arising out of any services performed involving this project, except liability for Professional
Scrvices covercd under Section 7.2, the Consultant agrees to defend, indemnify, protect, and
hold harmless the City, its agents, officers, or employees from and against all liability. 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 employccs which may
be in combination with the active or passive negligent acts or omissions of the Consultant, its
employees, agents or officers, or any third party. The Consultant's duty to indemnify, protect and
hold harmless shall not include any claims or liabilities arising from the sole negligence or sole
willful misconduct of the City, its agents, officers or employees. This section in no way alters,
affects or modifies the Consultant's obligation and duties under Exhibit A to this Agreement.
(2) Indemnification for Professional Services.
As to the Consultant's professional obligation, work or services involving this Project,
the Consultant agrees to indemnify, defend and hold harmless the City, its agents, officers and
employees from and against any and all liability, claims, costs, and damages, including but not
limited to, attorneys fees', that arise out of, or pertain to, or relate to thc negligenec, recklessness
or willful misconduct of Consultant and its agents in the performance of services under this
agrcement, but this indemnity does not apply liability for damages for death or bodily injury to
persons, injury to propcrty, or other loss, arising from the sole negligencc, sole willful
misconduct or defects in design by City or the agents, scrvants, or indcpendent contractors who
are directly responsible to City, or arising from thc active negligence of City.
Page 9
8. Termination of Agreement 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
covcnants, agreemcnts or stipulations of this Agrcement, City shall have the right to tcrminate
this Agreement by giving written notice to Consultant of such termination and specifying the
effective date thcreof at least five (5) days before the effectivc date of such tcrmination. 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 City, become thc property of the
City, and Consultant shall be entitled to receivc just and equitable compensation for any work
satisfactorily complcted on such documents and other materials up to the effective datc of Notice
of Termination, not to exceed the amounts payable hereunder, and less any damages caused City
by Consultant's breach.
9. Errors and Omissions
In the event that the City Administrator reasonably determines that the Consultants'
negligence, errors, or omissions in the performance of work under this Agreement has resulted in
expense to City greater than would have resulted ifthere were no sueh negligenee, errors,
omissions, Consultant shall reimburse City for any reasonable additional expenses incurred by
the City. Nothing herein is intended to limit City's rights under other provisions of this
agrcement.
10. Termination of Agreement for Convenience of City
City may terminate this Agreement at any time and for any reason, by giving speci lic written
notice to Consultant of such termination and spceifying the effcctive date thereof; at least thirty
(30) days before the cffcctive date of such termination. In that event, all finished and unlinished
documents and other materials described hereinabove shall, at the option of the City, becomc
City's sole and exclusive property. If the Agreemcnt is terminated by City as provided in this
paragraph, Consultant shall be entitled to receive just and equitable compensation for any
satisfactory work completcd on such documents and other materials to the cffectivc date of such
termination. Consultant hereby expressly waives any and all claims for damages or
compensation arising under this Agreement execpt as set forth hcrein.
I]. Assignability
The services of Consultant are 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.
City hereby consents to the assignment of the portions of the Dcfined Serviccs identified in
Exhibit A, Paragraph 16 to the subeonsultants identified thereat as "Permitted Subconsultants".
12. Ownership, Publication, Reproduction and Use of Material
Page 10
All repmis, studies, information, data, statistics, forms, designs, plans, procedures, systems
and any other materials or properties produced under this Agreement shall be the sole and
exclusive 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.
13. 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 work products.
Consultant and any of the Consultant's agents, employees or representatives arc, for all purposes
under this Agreement, an independent contractor and shall not be deemed to be an employee of
City, and none of them shall be entitled to any benefits to which City employees arc entitled
including but not limited to, overtime, retirement benefits, worker's compensation benefits,
injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax,
social security tax or any other payroll tax, and Consultant shall be solcly responsible for the
payment of same and shall hold the City harmless with regard thereto.
14. Administrative Claims Requirements and Procedures
No suit or arbitration shall be ~rought arising out of this agreement, against the City unless a
claim has first been presented in writing and tiled with the City and acted upon by the City in
accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as
same may from time to time be amended, the provisions of which are incorporated by this
reference as if lully set forth herein, and such policies and procedures used by the City in the
implementation of same.
Upon request by City, Consultant shall meet and confer in good faith with City for the
purpose of resolving any dispute over the terms of this Agreement.
15. Attorney's Fees
Should a dispute arising out of this Agreement result in litigation, it is agreed that the
prevailing party shall be entitled to a judgment against the other [()r an amount equal to
reasonable attorney's fees and court costs incurred. The "prevailing party" shall be deemed to be
the party who is awarded substantially the relief sought.
16. Statement of Costs
In the event that Consultant prepares a report or document, or participates in the preparation
of a report or document in performing the Defined Services, Consultant shall include, or cause
Page 11
the inclusion ot~ in said report or document, a statemcnt of the numbers and cost in dollar
amounts of all contracts and subcontracts relating to the preparation ofthe report or document.
17. Miscellaneous
A. Consultant not authorized to Represent City
Unless specifically authorized in writing by City, Consultant shall have no authority to act as
City's agent to bind City to any contractual agreements whatsoever.
B. Consultant is Real Estate Broker and/or Salesman
If the box on Exhibit A, Paragraph 15 is marked, the Consultant and/or their principals is/are
licensed with the State of California or some other state as a licensed real estate broker or
salesperson. Otherwise, Consultant represents that neither Consultant, nor their principals are
licensed real estate brokers or salespersons.
C. Notices
All notices, demands or requests provided for or permitted to be given pursuant to this
Agreement must be in writing. All notices, demands and requests to be sent to any pmiy 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 eertitied, with return receipt
requested, at the addresses identified herein as the places of business for each of the designated
parties.
D. Entire Agreement
This Agreement, together with any other written document referred to or contemplated
herein, embody the entire Agreement and understanding between the parties relating to the
subject matter hereof. Neither this Agreement nor any provision hereof may be amended,
modified, waived or discharged except by an instrument in writing executed by the party against
which enforcement of such amendment, waiver or discharge is sought.
E. Capacity of Parties
Each signatory and party hereto hereby warrants and represents to the other party that it has
legal authority and capacity and direction Irom its principal to enter into this Agreement, and that
all resolutions or other actions have been taken so as to enable it to enter into this Agreement.
F. Governing Law/Venue
This Agreement shall be governed by and construed in accordance with 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 Calilclrnia, and if applicable, the
City ofChula Vista, or as close thereto as possible. Venue for this Agreemcnt. ami performance
hereunder, shall be the City of Chula Vista.
Page 12
Signature Page
to
Agreement bctween
City ofChula Vista and
Public Financing Authority of the City ofChula Vista
and
E. .T. De La Rosa and Company
for Bond Underwriting Services related to rcfunding the 2000 and 2002 Certificates of
Pm1icipation
IN WITNESS WHEREOF, City and Consultant have executed this Agreement thereby
indicating that they have read and understood same, and indicate their fnll and complete consent
to its tCI111S:
Dated:
City ofChula Vista
By:
Cheryl Cox, Mayor
Attest:
Donna Norris, City Clcrk
Approved as to form:
Bart Miesfeld, City Attorney
Dated:
E. .T. De La Rosa & Company, Inc.
BY:P~Z_
Raul Amezcua, Principal
Exhibit List to Agrecmcnt
( X) Exhibit A.
Page 14
Exhibit A
to
Agreement between
City of Chula Vista and
Public Financing Authority ofthc City ofChula Vista
and
E. J. De La Rosa & Co., Inc.
1. Effective Date of Agreement: November 5, 2009
2. City-Related Entity:
(X) City ofChula Vista, a municipal chartered corporation of the State of California
( ) Redevelopment Agency of the City ofChula Vista, a political subdivision of the State of
Cal i fornia
( ) Industrial Development Authority of the City ofChula Vista, a
( X) Public Financing Authority ajoint powers authority.
("City")
3. Place of Business for City:
City ofChula Vista
276 Fourth Avenue
Chula Vista. CA 91910
4. Consultant: E. .I. De La Rosa & Co., Inc.
5. Business Form of Consultant:
( ) Sole Proprietorship
( ) Partnership
( X ) Corporation
6. Place of Business, Telephone and Fax Number of Consultant:
10866 Wilshire Boulevard, Suite 1650
Los Angeles, California 90024
Voice Phone: (310) 207-1975
Fax Phone: (310) 207-1995
Page 15
7. General Duties:
Consultant shall provide investment banking services to evaluate linaneial alternatives, conduct
due diligence and underwrite bonds to be issued by the Public Financing Authority in connection
with (a) refunding the 2000 and 2002 Certificates of Participation, (b) refunding of any other
outstanding 2010 and 2011 maturities, and (c) issuance of new money Ccrti lieates of
Participation, Bond Anticipation Notes or other new money financing vehicles any or all of
which may be issued to meet the City's desired debt restrueturing objeetives.. In their capacity
as the City's investment banker, Consultant shall be acting as a principal in the anticipated
purchase of municipal bonds from the City and not as an advisor or other liduciary of the City.
Consultant shall assist the City in developing, evaluating and implementing a refunding plan for
the City's 2000 Certificates of Participation. In addition the Consultant shall assist the City in
developing, evaluating and implementing a refunding plan if deemed economically feasible in
anticipation of the 2002 Certificates of Participation call date on or before August 1,2012.
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
1. Consultant shall work with City staff and outside professionals to dcvelop a
relinancing plan for the 2000 Certificates of Participation.
2. Consultant shall work with City staff and outside professionals to develop a
retinancing plan for the 2002 Certificates of Participation to understand whether the
refinancing is economically feasible on or before the August I, 2012 call date of the
bonds.
3. Consultant shall work with City staff and outside professionals to develop a
refinancing plan to refund any other outstanding 20 I 0 and 20 II maturities,
4. Consultant shall work with City staff and outside professionals to develop a linancing
plan for the issuance of new money Certificates of Participation, Bond Anticipation
Notes or other new money linancing vehicles any or all of which may be issued to
meet the City's desired debt restructuring objectives
5. Consultant shall review and comment on the preliminary and final of/icial statements.
6. Consultant shall assist the City in preparing materials for review by crcdit rating
agencies, bond insurance companies and investors as appropriate.
7. Consultant shall conduct such bond marketing activities as the city and Consultant
agree are necessary or desirable in marketing the bond issue.
8. Consultant shall assist in the preparation an documentation necessary to timely close
each bond issue and shall timely deliver the necessary funds to purchase caeh bond
issue in aceordanee with the terms of the respective Bond Purehase Agreements.
Page 16
9. Consultant shall meet with the City at its request to discuss economic, environmental,
financial or other conditions afTceting the successful completion of the refinancing.
8. Date for Commencement of Consultant Services:
(X) Same as Effective Date of Agreement
( ) Other:
C. Dates or Time Limits for Delivery of Dcliverables:
Deliverable No.1:
Deliverable No.2:
Deliverable No.3:
D. Date for completion of all Consultant services:
The earlier of December 31,2012 or termination of agreement by 30 -day written
notice from either party
Page 17
9. Materials Required to be Supplied by City to Consultant:
The City agrees to make available to Consultant without cost sufficient copies of any applicable
reports, agreements, contracts, resolutions and other relevant documents regarding the issuance
of the securities as reasonably may be required from time to time for the prompt and cfficicnt
performance by Consultant of its obligations pursuant to this agrcemcnt.
10. Compcnsation:
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 timcs or milestoncs or for the Dclivcrables sct
forth below:
Single Fixed Fee Amount:
Not to exceed 1.0 percent of the par amount of the bond issuance payable at closing of Bond
Sale.
Milcstonc or Event or Deliverable
Amount or Perccnt of Fixcd Fee
( ) 1. Interim Monthly Advanccs. The City shall makc interim monthly advanccs
against the compensation due for each phase on a percentagc of complction basis fur
cach given phase such that, at the end of cach phase only the compensation for that
phase has been paid. Any payments madc hcrcunder shall be considercd as interest
free loans that must be returned to the City if the Phase is not satistilctorily
completed. lfthe Phase is satisfactorily completed, the City shall receive credit
against the compensation due for that phase. The retention amount or percentage set
forth in Paragraph 19 is to be applied to each interim payment such that, at the end of
the phase, the full retention has been held back from the compensation due for that
phase. Perccntage of completion of a phase shall be assesscd in the sole and
unfettered discrction 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 bcen provided, but in no evcnt shall such interim
advance payment be made unless the Contractor shall have reprcscnted in writing that
said percentage of completion of the phase has bccn performed by the Contractor.
The practice of making interim monthly advances shall not convert this agrccment to
a time and materials basis of payment.
B. ( ) Phased Fixed Fec Arrangcment.
For the performance of each phase or portion of the Defined Services by Consultant as are
separately identitied below, City shall pay the fixed fee associatcd with each phase of Services,
Page 1 R
in the amounts and at the times or milestones or Deliverables set forth. Consultant shall not
commcnce 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
,
j.
$
$
$
1.
2.
( ) 1. Interim Monthly Advances. The City shall make interim monthly advances
against the compensation due for each phase on a percentage of completion hasis for
each given phase such that, at the end of each phase only the compensation for that
phase has been paid. Any payments made hereunder shall be considered as interest
ti'ee loans that must be returned 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 Paragraph 19 is to be applied to each interim 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
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 Contractor shall have reprcsented in writing that
said percentage of completion of the phase has been performed by the Contractor.
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 Delined 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 forth in the Rate Schedule herein below according to the
following terms and conditions:
(I) ( ) Not-to-Exceed Limitation on Time and Materials AITangement
Notwithstanding the expenditure by Consultant of time and materials in excess of said
Maximum Compensation amount, Consultant agrees that Consultant will perform all of
the Delined Services herein required of Consultant for $
including all Materials, and other "reimbursables" ("Maximum Compensation").
(2) ( ) Limitation without Further Authorization on Time and Materials Arrangement
Page 1 9
At such time as Consultant shall have incurred time and materials 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 expense.
Category of Employee
Rate Schedule
Name of Consultant
Hourly Rate
$
$
$
$
$
( ) Hourly rates may increase by 6% for services rendered after [month], 20_, if dclay
in providing services is caused by City.
II. Materials Reimbursement Arrangement
For the cost of out of pocket expenses incurred by Consultant in the performance of services
herein required, City shall pay Consultant at the rates or amounts set forth below:
( X ) None, the compensation includes all costs.
Cost or Rate
$
$
$
$
$
$
$
$
$
$
() Reports, not to exceed $
() Copies. not to exceed $
() Travel, not to exceed $
() Printing, not to exceed $
() Postage, not to exceed $
() Delivery, not to exceed $
() Long Distance Telephone Charges, not to execed $
() Other Aetualldentifiable Direct Costs:
, not to exceed $
, not to exceed $
12. Contract Administrators:
City: Maria Kachadoorian, Director of Finance
276 Fourth Ave
Chula Vista, CA 91910
Page 20
Consultant:
Raul Amezcua, Principal
E.J. Dc La Rosa & Co., Inc.
10866 Wilshirc Blvd, Suitc 1650
Los Angeles, CA 90024
13. Liquidated Damages Rate:
( ) $ per day.
( X ) Other: None
14. Statement of Economic Interests, Consultant Rcporting Categories, pcr Contlict of Intercst
Code:
( X ) Not Applicable. Not an FPPC Filer.
( ) FPPC Filer
( ) Category No. I. Investments and sourccs of income.
( ) Category No.2. Interests in real property.
( ) Category No.3. Invcstmcnts, interest in real property and sources of incomc subject
to the regulatory, permit or licensing authority of the departmcnt.
( ) Category No.4. Investments in business cntities and sourccs of incomc that engage in
land devclopment, construction or the acquisition or salc of real propcrty.
( ) Category No.5. Invcstments in business entities and sources of income of thc type
which, within the past two years, have contracted with the City of Chula Vista
(Redevelopment Agency) to provide services, supplies, materials, machinery or
equipment.
( ) Category NO.6. Investments in business entities and sources of income of the typc
which, within the past two years, have contracted with thc designatcd employee's
dcpartmcnt to provide scrvices, supplics, materials, machinery or cquipmcnt.
( ) Category NO.7. Business positions.
( ) List "Consultant Associates" interests in real property within 2 radialmilcs of Projcct
Property, if any:
Page 21
15. ( ) Consultant is Real Estate Broker and/or Salesman
16. Permitted Subconsultants:
After consultation with the City, Consultant may select and retain legal counsel to
provide legal advice related to structuring and marketing of securities, subject to City
approval.
17. Bill Processing:
A. Consultant's Billing to be submittcd for the following period of time:
( ) Monthly
( ) Quarter I y
( X ) Other: Consultant fee is payable at bond e10sing from the bond proceeds.
B. Day of the Period for submission of Consultant's Billing:
( ) First of the Month
( ) 15th Day of eaeh Month
( ) End of the Month
( ) Other:
C. City's Account Number:
18. Sceurity for Performance
( ) Perfonnancc Bond, $
( ) Letter of Credit, $
( ) Other Security:
Type:
Amount: $
( ) Retention. If this space is checked, then notwithstanding other provisions to the contrary
requiring the payment of compensation to the Consultant sooner, the City shall be entitled
to retain, at their option, either the following "Retention Percentage" or "Retention
Amount" until the City determines that the Retention Release Event, listed below, has
ace urred:
( ) Retention Percentage:
( ) Retention Amount: $
ty;)
Page 22