HomeMy WebLinkAboutHarrell & Company Advisors, Inc. - 2015-09-03AMENDMENT NO. 1 TO PROFESSIONAL SERVICES CONTRACT
BETWEEN THE CITY OF HUNTINGTON BEACH AND
HARRELL & COMPANY ADVISORS, LLC
FOR
CONTINUING DISCLOSURE SERVICES
THIS AMENDMENT is made and entered into by and between the CITY OF
HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as
"CITY," and HARRELL & COMPANY ADVISORS, INC., a California limited liability
company, hereinafter referred to as "CONSULTANT."
WHEREAS, CITY and CONSULTANT are parties to that certain agreement,
dated September 3, 2015, entitled "Professional Services Contract Between the City of
Huntington Beach and Harrell & Company, Advisors, Inc.," which agreement shall
hereinafter be referred to as the "Original Agreement," and
CITY and CONSULTANT wish to amend the Original Agreement to reflect the
additional work to be performed by CONSULTANT and the additional compensation to
be paid in consideration thereof by CITY to CONSULTANT,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
1. ADDITIONAL COMPENSATION
In consideration of the additional services to be performed, CITY agrees
to pay CONSULTANT, and CONSULTANT agrees to accept from CITY as full
payment for services rendered, an additional sum not to exceed Eight Thousand Two
Hundred Dollars ($8,200.00), in addition to the original sum of Fifteen Thousand Dollars
($15,000.00), for a new total not to exceed figure of Twenty -Three Thousand Two
Hundred Dollars ($23,200.00).
18-6518/180479/MV
2. REAFFIRMATION
Except as specifically modified herein, all other terms and conditions of
the Original Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their authorized officers on j a-i-, e / , 20_/ .
HARRELL & COMPANY ADVISORS, LLC,
a California Limited Liability Company
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ITS: (circle one) Chairm �residenice President
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ITS: (circle one) Secr !!ef Financial
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COUNTERPART
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of
California
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INITIATED AND APPROVED:
Chief Financial Officer
APPROVED
Attorney
Receive and File
2. REAFFIRMATION
Except as specifically modified herein, all other terms and conditions of
the Original Agreement shall remain in full force and effect.
IN VtTTNESS 'WHEREOF, the parties hereto have caused this agreement to be
executed by their authorized officers on J , 20
HARRELL & COMPANY ADVISORS, LLC, CITY OF HUNTINGTON BEACH, a
a California Limited Liability Company municipal corporation of the State of
California
By:
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ITS: (circle one) Chainn residen ice President
AND
By:
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ITS: (circle one) Secretaryief Financial
Officer/Asst. Secretary - Treasurer
City Manager
INITIATED AND APPROVED:
Chief Financial Officer
APPROVED AS TO FORM:
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City Attorney
Bate:
COUNTERPART
18-6518/180479?W
2. REAFFIRMATION
Except as specifically modified herein, all other terms and conditions of
the Original Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their authorized officers on 3UUNe- 1 , 20 la .
HARRELL & COMPANY ADVISORS, LLC, CITY OF HUNTINGTON BEACH, a
a California Limited Liability Company municipal corporation of the State of
California
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print name City Manager
ITS: (circle one) Chairman/President/Vice President
AND INITIATED AND APPROVED:
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Chief Financial Officer
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ITS: (circle one) Secretary/Chief Financial
Officer/Asst. Secretary - Treasurer APPROVED AS TO FORM:
Date:
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18-6518/180479/MV
City Attorney
CITY OF HUNTINGTON BEACH
Professional Service Approval Form
Amendment # 1
1. Date Requested: 5/10/2018
2. Contract Number to be Amended: FIN
3. Department: Finance
4. Requested By: Sunny Han
5. Name of Consultant: Harrell & Company Advisors, Inc.
6. Amount of Original/Prior Contract: $15,000
7. Additional Compensation Requested: $8,200
8. Original Commencement Date: 9/3/2015
9. Original Termination Date: 9/3/2018
10. Extended Date Requested: None
11. Reason for Contract Amendment:
On tension of Continuing Disclosure services
Purchasiri Approval Signature
12. Are sufficient funds available to fund this contract?
13. Business Unit and Obiect Code where funds are budgeted:
RECEIVED
MAY 23 olol �)
Finance Depwirrori
Date
Yes® No El
Account number
Contractual Dollar Amount
Business unit. object #
35080203.681�0
Fiscal Year
16/17
Fiscal Year
#soo 17/18
Fiscal Year
Fiscal Year
40140105.88160
$1000
$1000
$
$
40140106.88160
$1050
$1000
$
$
40140107.88160
$1000
$1050
$
$
35�$02o2.�3wo �Sa i1.5So
B dget A proval Signature
Departmgnt'Hpad Signature
City at Tager Approval Signature
Date
f-Z1(-Iy
Date
Date
professional service approval form - amendment-doc
REV: 2016
; TROFESSIONACSERVICES
w, �< FISCAL YEAR:.2017/18
NON -DEPARTMENTAL ..:
D..
e artmenty
Description +>�_ ` i '` `....
: p
Amount
Professional services including claims,
'
litigation, auditing, recruitment services,
Non -Departmental
appraisal, economic analysis, legal,
housing compliance and other
consulting and professional services.
$
458,966,00
Date y:" Vendor Amount Contract Value
Notes
FY18/19 FY 19/20
8/8/2017 ARC $ 4,500 $ 13,500 Arbitrage Rebate Compliance Services $ 4,500 $ 4,500
10/12/2017 Intertrend
$
15,000.00
$
15,000.00
Exempt HBMC 3.03.08
10/2312017 Mgmt Partners - PD
$
52,900.00
$
52,900.00
1/18/2018 VTD
$
30,000.00
$
30,000.00
procedures manual 4th of july
2/22/2018 Financial Advisory Services
$
15,000.00
$
75,000.00
as needed services $30,000 $30,000
5/1/2018 Go Live Technologies
$
18,000.00
$
296,000,00
Amendment #1 $78,000
5/11/2018 Harrell & Company
$
5,100.00
$
23,200.00
Amendment #1 (to cover exp from 16/17)
Total Value . $ 140, 500.00
Balance $ 318,466.00
•
CONTRACTS SUBMITTAL TO
CITY CLERIC'S OFFICE RECEIVED
OCT 0 6 2015
To: JOAN FLYNN, City Clerk Finance Department
Name of Contractor: Harrell & Co
Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake —Huntington Central Park
Annual reports for City and Successor Agency financings
Amount of Contract: $15,000
=Dept.
ributed to: The original insurance certificate/waiver distributed
to Risk Management
ORIGINAL bonds sent to Treasurer ❑
Sandie Frakes, ext 5249
Name/Extension
City Attorney's Office
Date: 10/5/15
G:AttyMise/Contract Forms/City Clerk Transmittal
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
HARRELL & COMPANY ADVISORS, INC.
FOR
CONTINUING DISCLOSURE SERVICES
THIS AGREEMENT ("Agreement") is made and entered into by and between the City of
Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as
"CITY," and Harrell & Company Advisors, Inc., a a California LLC hereinafter referred to as
"CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to prepare and file the
continuing disclosure annual reports on City and Successor Agency financings; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of the
Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service
contracts have been complied with; and
CONSULTANT has been selected to perform these services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is
attached hereto and incorporated into this Agreement by this reference. These services shall
sometimes hereinafter be referred to as the "PROJECT."
CONSULTANT hereby designates Suzanne Q. Harrell who shall represent it and
be its sole contact and agent in all consultations with CITY during the performance of this
Agreement.
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2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT in the
performance of this Agreement.
3. TERM; TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT are to
commence on
�'i `C 1 � , 20 (the "Commencement Date"). This Agreement
shall automatically terminate three (3) years from the Commencement Date, unless extended or
sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no
later than 3 years from the Commencement Date. The time for performance of the tasks
identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be
amended to benefit the PROJECT if mutually agreed to in writing by CITY and
CONSULTANT.
In the event the Commencement Date precedes the Effective Date,
CONSULTANT shall be bound by all terms and conditions as provided herein.
4. COMPENSATION
In consideration of the performance of the services described herein, CITY agrees
to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B,"
which is attached hereto and incorporated by reference into this Agreement, a fee, including all
costs and expenses, not to exceed Fifteen Thousand Dollars ($15,000).
5. EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A" or
changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such
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work only after receiving written authorization from CITY. Additional compensation for such
extra work shall be allowed only if the prior written approval of CITY is obtained.
6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B."
7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder, including,
without limitation, all original drawings, designs, reports, both field and office notices,
calculations, computer code, language, data or programs, maps, memoranda, letters and other
documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY
upon expiration or termination of this Agreement or upon PROJECT completion, whichever
shall occur first. These materials may be used by CITY as it sees fit.
8. HOLD HARMLESS
CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless
CITY, its officers, elected or appointed officials, employees, agents and volunteers from and
against any and all claims, damages, losses, expenses, judgments, demands and defense costs
(including, without limitation, costs and fees of litigation of every nature or liability of any kind
or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's
subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its
failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its
officers, agents or employees except such loss or damage which was caused by the sole
negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole
cost and expense and CITY shall approve selection of CONSULTANTS counsel. This
indemnity shall apply to all claims and liability regardless of whether any insurance policies are
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applicable. The policy limits do not act as limitation upon the amount of indemnification to be
provided by CONSULTANT.
9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability
insurance policy covering the work performed by it hereunder. This policy shall provide
coverage for CONSULTANT's professional liability in an amount not less than One Million
Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -mentioned insurance
shall not contain a self -insured retention without the express written consent of CITY; however
an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A
claims -made policy shall be acceptable if the policy further provides that:
A. The policy retroactive date coincides with or precedes the initiation of the
scope of work (including subsequent policies purchased as renewals or
replacements).
B. CONSULTANT shall notify CITY of circumstances or incidents that
might give rise to future claims.
CONSULTANT will make every effort to maintain similar insurance during the
required extended period of coverage following PROJECT completion. If insurance is
terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision
of at least two (2) years to report claims arising from work performed in connection with this
Agreement.
If CONSULTANT fails or refuses to produce or maintain the insurance required
by this section or fails or refuses to furnish the CITY with required proof that insurance has been
procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to
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forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be
paid for its time and materials expended prior to notification of termination. CONSULTANT
waives the right to receive compensation and agrees to indemnify the CITY for any work
performed prior to approval of insurance by the CITY.
10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT shall
furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the
foregoing insurance coverage as required by this Agreement; the certificate shall:
A. provide the name and policy number of each carrier and policy;
B. state that the policy is currently in force; and
C. shall promise that such policy shall not be suspended, voided or canceled
by either party, reduced in coverage or in limits except after thirty (30)
days' prior written notice; however, ten (10) days' prior written notice in
the event of cancellation for nonpayment of premium.
CONSULTANT shall maintain the foregoing insurance coverage in force until the
work under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverage shall not derogate
from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in
this Agreement. CITY or its representative shall at all times have the right to demand the
original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely
manner, the premiums on the insurance hereinabove required.
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11. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of this
Agreement as an independent contractor herein and not as an employee of CITY.
CONSULTANT shall secure at its own cost and expense, and be responsible for any and all
payment of all taxes, social security, state disability insurance compensation, unemployment
compensation and other payroll deductions for CONSULTANT and its officers, agents and
employees and all business licenses, if any, in connection with the PROJECT and/or the services
to be performed hereunder.
12. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike
manner. MY may terminate CONSULTANT's services hereunder at any time with or without
cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement
by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as
provided herein. In the event of termination, all finished and unfinished documents, exhibits,
report, and evidence shall, at the option of CITY, become its property and shall be promptly
delivered to it by CONSULTANT.
13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall not be
assigned, delegated or subcontracted by CONSULTANT to any other person or entity without
the prior express written consent of CITY. If an assignment, delegation or subcontract is
approved, all approved assignees, delegates and subconsultants must satisfy the insurance
requirements as set forth in Sections 9 and 10 hereinabove.
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14. COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or material
produced as a result of this Agreement.
15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY employee
in the work performed pursuant to this Agreement. No officer or employee of CITY shall have
any financial interest in this Agreement in violation of the applicable provisions of the California
Government Code.
16. NOTICES
Any notices, certificates, or other communications hereunder shall be given either
by personal delivery to CONSULTANT's agent (as designated in Section I hereinabove) or to
CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage
prepaid, and depositing the same in the United States Postal Service, to the addresses specified
below. CITY and CONSULTANT may designate different addresses to which subsequent
notices, certificates or other communications will be sent by notifying the other party via
personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested:
TO CITY:
City of Huntington Beach
ATTN: Dahle Bulosan
2000 Main Street
Huntington Beach, CA 92648
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TO CONSULTANT:
Suzanne Harrell
Harrell & Compnay Advisors, Inc.
The City Tower
333 City Boulevard West, Ste 1430
Orange, CA 92868
17. CONSENT
When CITY's consent/approval is required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a consent/approval to
any subsequent occurrence of the same or any other transaction or event.
18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid
unless in writing and duly executed by both parties.
19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive
phrases at the beginning of the various sections in this Agreement are merely descriptive and are
included solely for convenience of reference only and are not representative of matters included
or excluded from such provisions, and do not interpret, define, limit or describe, or construe the
intent of the parties or affect the construction or interpretation of any provision of this
Agreement.
20. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed as a
whole, according to its fair meaning, and not strictly for or against any of the parties. If any
provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be
unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining
covenants and provisions of this Agreement. No covenant or provision shall be deemed
dependent upon any other unless so expressly provided here. As used in this Agreement, the
masculine or neuter gender and singular or plural number shall be deemed to include the other
whenever the context so indicates or requires. Nothing contained herein shall be construed so as
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to require the commission of any act contrary to law, and wherever there is any conflict between
any provision contained herein and any present or future statute, law, ordinance or regulation
contrary to which the parties have no right to contract, then the latter shall prevail, and the
provision of this Agreement which is hereby affected shall be curtailed and limited only to the
extent necessary to bring it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared
and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of
the date of its execution and delivery, be deemed an original. Each duplicate original shall be
deemed an original instrument as against any party who has signed it.
22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the immigration
and naturalization laws of the United States and shall, in particular, comply with the provisions
of the United States Code regarding employment verification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly outside
the scope of services contemplated hereunder. CONSULTANT understands that pursuant to
Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for
CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONSULTANT.
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24. ATTORNEY'S FEES
In the event suit is brought by either party to construe, interpret and/or enforce the
terms and/or provisions of this Agreement or to secure the performance hereof, each party shall
bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its
attorney's fees from the nonprevailing party.
25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context survive
the expiration or termination of this Agreement, shall so survive.
26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of
the State of California.
27. SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has the
power, authority and right to bind their respective parties to each of the terms of this Agreement,
and shall indemnify CITY fully for any injuries or damages to CITY in the event that such
authority or power is not, in fact, held by the signatory or is withdrawn.
28. ENTIRETY
The parties acknowledge and agree that they are entering into this Agreement
freely and voluntarily following extensive arm's length negotiation, and that each has had the
opportunity to consult with legal counsel prior to executing this Agreement. The parties also
acknowledge and agree that no representations, inducements, promises, agreements or
warranties, oral or otherwise, have been made by that party or anyone acting on that party's
behalf, which are not embodied in this Agreement, and that that party has not executed this
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Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or
circumstance not expressly set forth in this Agreement. This Agreement, and the attached
exhibits, contain the entire agreement between the parties respecting the subject matter of this
Agreement, and supersede all prior understandings and agreements whether oral or in writing
between the parties respecting the subject matter hereof.
29. EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the City Attorney.
This Agreement shall expire when terminated as provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized officers.
CONSULTANT,
Harrell & Company Advisors, Inc.
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CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of
California
Date
Director/Chief
(Pursuant To HBMC §3.03.100)
A. STATEMENT OF WORK: (Narrative of work to be performed)
Provide continuing disclosure statement services on various bonds issued by the City and the
Succesor Agency. These are limited to:
1999 Tax Allocation Refunding Bonds
2002 Tax Allocation Refunding Bonds
2004 Judgment Obligation Bonds
2010 Series A Lease Revenue Refunding Bonds
2011 Series A Lease Revenue Bonds
2014 Series A Lease Revenue Bonds
The City may add additional bonds by notice to the Consultant in writing.
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
The Securities. and Exchange Commission and the Municipal Securities Rulemaking Board
require that the City and its related entities (such as the Successor Agency) annually provide
ongoing financial disclosure to the bond market. These reports are generally due within 180 to
270 days after the City's fiscal year end. The City must disclose in all future financings for a five
year period if any of the deadlines for filing these reports has been missed. Further, during any
year, if a material event should occur (such as a rating change or a bond defeasance), the City
must also post notice of such event in a timely manner. Consultant will prepare and file all
annual reports and will prepare and file any material event notices for events of which it is
aware, or in the case of an underlying rating, other change or defeasance, those material events
which the City or the Successor Agency informs us so that the City continues to stay in
compliance with all the requirements for continuing disclosure for all series of outstanding debt
listed in Section A above.
C. CITY'S DUTIES AND RESPONSIBILITIES:
Provide access to documents as necessary.
Provide access to staff as necessary.
D. WORK PROGRAM/PROJECT SCHEDULE:
TBD
EXHIBIT A
EXHIBIT `B"
Payment Schedule (Hourly Payment)
A. Hourly Rate
CONSULTANT'S fees for such services shall be based upon the following hourly rate and
cost schedule:
B. Travel Charges for time during travel are not reimbursable.
C. Billina
1. All billing shall be done monthly in fifteen (15) minute increments and matched to
an appropriate breakdown of the time that was taken to perform that work and who
performed it.
2. Each month's bill should include a total to date. That total should provide, at a
glance, the total fees and costs incurred to date for the project.
3. A copy of memoranda, letters, reports, calculations and other documentation
prepared by CONSULTANT may be required to be submitted to CITY, to
demonstrate progress toward completion of tasks. In the event CITY rejects or has
comments on any such product, CITY shall identify specific requirements for
satisfactory completion.
4. CONSULTANT shall submit to CITY an invoice for each monthly payment due.
Such invoice shall:
A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's firm
that the work has been performed in accordance with the provisions of this
Agreement; and
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is
making satisfactory progress toward completion of tasks in accordance with this
Agreement, CITY shall approve the invoice, in which event payment shall be made
within thirty (30) days of receipt of the invoice by CITY. Such approval shall not
be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify
CONSULTANT in writing of the reasons for non -approval and the schedule of
performance set forth in Exbibit "A" may at the option of CITY be suspended until
the parties agree that past performance by CONSULTANT is in, or has been
1
Exhibit B
brought into compliance, or until this Agreement has expired or is terminated as
provided herein.
5. Any billings for extra work or additional services authorized in advance and in
writing by CITY shall be invoiced separately to CITY. Such invoice shall contain
all of the information required above, and in addition shall list the hours expended
and hourly rate charged for such time. Such invoices shall be approved by CITY if
the work performed is in accordance with the extra work or additional services
requested, and if CITY is satisfied that the statement of hours worked and costs
incurred is accurate. Such approval shall not be unreasonably withheld. Any
dispute between the parties concerning payment of such an invoice shall be treated
as separate and apart from the ongoing performance of the remainder of this
Agreement.
2
Exhibit B
EXHIBIT "B"
Payment Schedule (Fixed Fee Payment)
Tax Allocation Financings: $1,500 each issue for a project area
$ 500 each subsequent issue for a project area
General Fund Lease Financings: $1,000 each issue
Material Event Notices: $50 each notice
2. Delivery of work product: A copy of every memorandum, letter, report, calculation
and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate
progress toward completion of tasks. In the event CITY rejects or has comments on any such
product, CITY shall identify specific requirements for satisfactory completion.
3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment
due. Such invoice shall:
A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's firm that
the work has been performed in accordance with the provisions of this
Agreement; and
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making
satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall
approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the
invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an
invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the
schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the
parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or
until this Agreement has expired or is terminated as provided herein.
4. Any billings for extra work or additional services authorized in advance and in
writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the
information required above, and in addition shall list the hours expended and hourly rate charged for
such time. Such invoices shall be approved by CITY if the work performed is in accordance with the
extra work or additional services requested, and if CITY is satisfied that the statement of hours
worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any
dispute between the parties concerning payment of such an invoice shall be treated as separate and
apart from the ongoing performance of the remainder of this Agreement.
Exhibit B
3
4
5
6
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
HARRELL & COMPANY ADVISORS, INC.
FOR
CONTINUING DISCLOSURE SERVICES
Table of Contents
Scopeof Services.....................................................................................................1
CityStaff Assistance................................................................................................2
Term; Time of Performance.....................................................................................2
Compensation..........................................................................................................2
ExtraWork...............................................................................................................2
Methodof Payment..................................................................................................3
Disposition of Plans, Estimates and Other Documents...........................................3
HoldHarmless........................................................................... .......................3
Professional Liability Insurance.............................................................................4
Certificate of Insurance............................................................................................5
Independent Contractor............................................................................................6
Termination of Agreement.......................................................................................6
Assignment and Delegation......................................................................................6
Copyrights/Patents...................................................................................................7
City Employees and Officials..................................................................................7
Notices.........................................................................................7
Consent....................................................................................................................8
Modification.............................................................................................................8
SectionHeadings.....................................................................................................8
Interpretation of this Agreement..............................................................................8
DuplicateOriginal....................................................................................................9
Immigration...............................................................................................................9
Legal Services Subcontracting Prohibited................................................................9
Attomey's Fees..........................................................................................................10
Survival.....................................................................................................................10
GoverningLaw.........................................................................................................10
Signatories.................................................................................................................10
Entirety......................................................................................................................10
EffectiveDate.................................................................................11
S' 'ty INSURANCE AND INDEMNIFICATION WAIVER
MODIFICATION REQUEST
1. Requested by: Dahle Bulosan
2. Date: 8/12/2015
3. Name of contractor/permittee: Harrell & Company Advisors, Inc.
4. Description of work to be performed: Continuing Disclosure Services
5. Value and length of contract: $15,000 for 3 Years
6. Waiver/modification request: Consultant has $50,000 deductible. Waive minimum
requirement.-
7. Reason for request and why it should be granted: Harrell provides essential continuing
disclosure services and is not able to reduce deductible given the size of the contract.
8. Identify the risks to the City in approving this waiver/modification: none
?/0 — — -� ts—
Department Head Signature Date:
APPROVALS
Approvals must be obtained in the order listed on this form. Two approvals are required
for a request to be granted. Approval frorp the City Administrator's Office is only required if
Risk Managemen rrd•t City Attorney's Office disagree.
1 is Management
Approved ❑ Denied
l
Sign re Da e
2. City Attorney's Office
71 Approved ElDenied g
Signa ure bate
3. City Manager's Office
❑ Approved ❑ Denied
Signature Date
If approved, the completed waiver/modification request is to be submitted to the
City Attorney's Office along with the contract for approval. Once the contract has been approved,
this form is to be filed with the Risk Management Division of Human Resources
Insurance Waiver Form Harrell.docx 8/25/2015 3:58:00 PM
ACC?R& CERTIFICATE OF LIABILITY INSURANCE
L •-�
DATE(MMIDOIYYYY)
9 /12/2 014
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the cartlfleate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to
the forms and conditions of the policy, certain policies may require an endorsement. A statement on this cerliflcate does not confer rights to the
certificate holder, In Ilou of such endorsement(s).
PRODUCER
Robert Harris Insurance Agency, InC.
Lie. #0216736
3150 Bristol St., Suite 200
Costa Mesa CA 92626
CONTANAME: CT Michelle Vandervoort
HONE E l: (714) 619-4480 FAX(714)619-4491
Efi+AIL ,michelle@reharris.com
INSURERS AFFORDING COVERAGE
NAIC0
INSURERA:Travelers Cas Ins Co of America
19046
INSURED
Harrell & company Advisors LTC
333 City Blvd West #1430
Orange CA 92868
IMURI5RB,FanP10YerS Preferred Ins Co
10346
INSURERC S,lo ds of London
INSURER D;
INSURERS:
1 IMURERF:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO W+11CH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
1LTR
TYPEOFINSURANCE
POLICY NUMBER
MOUDICDYEFF
POLICY
LIMITS
GENERAL UABILBY
EACH OCCURRENCE
$ 2,000,000
PRQ.IIUU(EeoAcccurrence)
$ 300,000
A
X COMMERCNLGENERAL LIABILITY
CLAIIdS-NVDE Q OCCUR
805607R688-14
/22/2014
/22/2015
MED EXP (Any one person)
$ 5,000
PERSONAL &ADV INJJRY
$ 2,000,000
GENERAL AGGREGATE
$ 4,000,000
GENLAGGREGATE LPAITAPPLIESPER:
PRODUCTS-COMPIOPAGG
$ 4,000,000
X POLICY PRO- LOC
$
AUTOMOBILE
LIABILITY
Es a%den[ l 1
11 00,000
BODILY INJURY(Per person)
$
A
I$
ANY AUTO
UTOS OSNED ASCHEEDULED
�O
805607R688-14
/22/2014
/22/2025
BODILYINJURY(Per2seN)
ld
$
X
NON-01RNED
HIREOAUTOS N AUTOS
PROPERTY DARIAG
Peracdderd
UMBRELLA UAB
HCLAIMS-MAIDE
OCCUR
EACH OCCURRENCE
$
AGGREGATE
$
EXCESS UAB
DED RETENTIONS
$
B
WORKERS COMPENSATION
ANDEMPLOYERS'LIA8ILITY YINTOR
ANY PROFRIETORIPARTNER/E)(ECUTIVE
OFFlCERREN.BER EXCLUDED? �
(MmdaloryInNH)
Mdescribe under
IPTIONOFOPERATIONSbe:oer
NIA
IG1102675-06
/29/2014
/29/2015
X NC ATU- OTH-
ITS
EL.EACHACCIDENT
$ 11000,000
EL.DISEASE- EAEMPLOYE
$ 1,000,000
EL. DISEASE - POLICY LIMIT
$ 1 000 000
C
Professional Liability
L1008120-14
/22/2014
/22/2015
AggregslaUrrik $1,000,000
Claims Made & Reported
red: $50,000
Each Claim UmL $1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (AttechACORD tot, Adddlonel Remarks Schedule, If more space Is requl red)
City of Huntington Beach and Successor Agency to the Redevelopment AgenoyIPROVW AIW1E(1�r>+6ORW
Beach, its officers, elected or appointed officials, employees, agents an volunteers a named
Additional Insured as their interest may appear as respects operation of the Named ed (see blanket
policy form iCGD105 04 94 attached).
Members/Owners are excluded from coverage under the-Wbrkers Compensation pol•
By:
Poliei.as subject to 10-8ays Notice of Cancellation in the event of non -pa th�CP�Attamay
Ls_va
City of Huntington Beach and Successor
Agency to the Redevelopment Agency
of the City of Huntington Beach
2000 Main street
Huntington Beach, CA 92648
AGURD 25 (2010105)
INS925 (201005).01
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE'
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLtCY PROVISIONS.
AUTHORIZED REPRESENTATIVE
Vandervoort/MIC1M% r}�L u �c>✓t¢
OO 1988-2010 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
CITY OF HUNTINGTON BEACH
Professional Service Approval Form
PART
Date: 5/9/2014 Project Manager Name: Dahle Bulosan
Requested by Name if different from Project Manager: -
Department: Finance
RECEIVED
MAY 14 2014
Finance Depwt p'r nl
PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST 13E COMPLETED
BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL,
BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED
WITH ALL APPROVED CONTRACTS.
1) Briefly provide the purpose for the agreement:
Financial Advisory Services
2) Estimated cost of the services being sought: $ 15,000
3) Are sufficient funds available to fund this contract? ® Yes ❑ No
If no, please explain:
4) Check below how the services will be obtained:
❑ A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted.
❑ MC 3.03.08(b) — Other Interagency Agreement procedure will be utilized.
® MC 3.03.08 — Contract Limits of $30,000 or less exempt procedure will be utilized. 4r4-rrz I t { o
SC cat
5) Is this contract generally described on the list of professional service contracts approved by the City
Council? If the answer to this question is "No," the contract will require approval from the City Council.)
® Yes ❑ No
Fiscal Servtc ana r Signature (Purchasing Approval) Date
6) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted
(Please note that a budget check will occur at the object code level):
-7- -7 - _ . - I / G L/ 11 J. I n J � 3- i n. , r) 4- i rn r� ,
Account number
Contractual Dollar Amount
Business unit. object #
Year 1 estimate
Year 2 estimate
Year 3(estimate)
35080202.69365
$1000
$1000
$1000
35080203.69365
$1000
$1000
$1000
40140105.69365
1 $1000
$1000
$1000
a-OIq, 0/o(n tlP �1-s
mely-i lat I -
�(avv � lvv� :�I ✓vv
Budget Appro%Ml 0 fbate
Y a k
De ment Hea ignature(s) bate
Director f Fin 's Signature Dat
�=2C575-- ly
Assistant City Manager's Signature Date
i Manager's Signature Date
harrell - part i.doc
REV: December /2013
Attachment 0 3
CITY OF HUNTINGTON BEACH
PROFESSIONAL SERVICES LISTING
FISCAL YEAR 2013114
Non -departmental
Division/Fund
Descri tlon
Amount
Citywide Expenses
Claims, Litigation and Auditing Services
1 $1,633,070
Debt Service & Transfers
Professional Services - Debt Services and Auditing Fees
$15.725
RORFAdministraticn f3M
AppralsallEconomicAnalvsW LNal/Housi2o Corn trance and Other Professioi
$325,000
Housing Authority (220, 233 & 3521
Professional Services
$25,000
Total Professional Services
$2,198.79S
Avail Balance 21033,796
Amount Requested Vendor Requester Date
85,000 Jim Slobajan 2J1012014
30,000 NBS Gov Fin Jim Slobajan 5/5/2014
10,000 Grant Writing Teri Baker 5115/2014
15,000 Community Outreach Julie Toledo 511512014
5,000 Financial Advisory Ser Dahle Buiosa 511412014
20,000 Dilinquency managem4 Dahle Bulosa 5/14/2014
City of Huntington Beach
FY 13114 Funds Available by Business Unit Report
5/15/2014
Object
FY 13/14
FY 13/14
FY 13/14
FY 13/14
Account
Revised
Actual
Encumbrance
Available
70740101 - 2004 Judgment Obligation Bond
69300 - Professional Services
0.00
0.00
0.00
60000 - OPERATING EXPENSES
0.00
0.00
0.00
88030 - Principal
900,000.00
900,000.00
0.00
0.00
88070 - Interest
121,000.00
69.500.00
0.00
51,500.00
88150 - Arbitrage
500.00
500.00
500.00
-500.00
88010 - Debt Service Expenses
1,021,500.00
970,000.00
500.00
51,000.00
88000 - NON -OPERATING EXPENSES
1,021,500.00
970,000.00
500.00
51,000.00
50000 - EXPENDITURES
1,021,500.00
970,000.00
500.00
51,000.00
City of Huntington Beach
FY 13/14 Funds Available by Business Unit Report
5/15/2014
Object
FY 13/14
FY 13/14
FY 13114
FY 13/14
Account
Revised
Actual
Encumbrance
Available
35080202 -1999 Tax Allocation Bond
69365 - Other Professional Services
50D.00
0.00
0.00
500.00
69300 - Professional Services
50D.00
0.00
0.00
500.00
60000 - OPERATING EXPENSES
500.00
0.00
0.00
500.00
88030 - Principal
465,000.00
0.00
465,0010D
88070 - Interest
277,789.00
85,787.92
0.00
192,001.08
88150 - Arbitrage
500.00
500.00
0.00
0.00
89160 - Payment to Fiscal Agent
948.00
848.00
0.00
0.00
88010 - Debt Service Expenses
744,137.D0
87,135.92
0.00
657,001.08
88000 - NON -OPERATING EXPENSES
744,137.00
87,135.92
0.00
657,001.08
50000 - EXPENDITURES
744,637.00
87,135.92
0.00
657,501.08
City of Huntington Beach
FY 13114 Funds Available by Business Unit Report
6115/2014
Object
FY 13/14
FY 13/14
FY 13/14
FY 13/14
Account
Revised
Actual
Encumbrance
Available
35080203 - 2002 Tax Allocation Bond
69365 - Other Professional Services
500.00
0.00
0.00
500.00
69300 - Professional Services
500.00
0.00
0.00
500.00
60000 - OPERATING EXPENSES
500.00
0.00
0.00
500.00
88030 - Principal
1,040,000.00
0.00
1,040,00D.00
88070 - Interest
600,438.00
173,454.76
0.00
426,983.24
88150 - Arbitrage
500.00
0.00
500.00
88160 - Payment to Fiscal Agent
1,500.00
0.00
1,500.00
88010 - Debt Service Expenses
1,642,438.00
173,454.76
0.00
1,468,983.24
88000- NON -OPERATING EXPENSES
1,642,438.00
173,454.76
0.00
1,468,983.24
5D000-EXPENDITURES
1,642,938.00
173,454.76
0.00
1,469,483.24
City of Huntington Beach
FY 13/14 Funds Available by Business Unit Report
6/15/2014
Object
Account
40140105 - HBPFA 2010A
88030 - Principal
88070 - Interest
88010 - Debt Service Expenses
88000 - NON -OPERATING EXPENSES
50000 - EXPENDITURES
FY 13114
FY 13114
FY 13/14
FY 13114
Revised
Actual
Encumbrance
Available
680.000.00
0.00
680,000.00
558,750.00
278,990.33
0.00
279,759.67
1,238,750.00
278,990.33
0.00
959,759.67
1,238,750.00
278.990.33
0.00
959,759.67
1,238,750.00
278,990.33
0.00
959,759.67
City of Huntington Beach
FY 13114 Fund Balance Report 5115114
Object
FY 13/14 FY 13/14 FY 13/14 FY 13/14
Account
Adopted Revised Encumbrance Actual
00707 - Debt Svc Judgment Oblig Bonds
10100 - Checking Account
(2,183)
10010 - POOLED CASH
(2,183)
10860 - Bond Fund
1,159
10800 - RESTRICTED CASH AND INV
1,159
13000 - Receivables
0
12000 - RECEIVABLES
0
10000 - ASSETS
(1,024)
20101 -Accounts Payable -Trade
20310 - Unclaimed Warrants> 3 yrs 0 41,140
0
20100 - CURR ACCRUED LIABILITIES 0 41,140
0
20000 - LIABILITIES 0 41,140
0
31100 - Unres Undes Fund Balance
(110)
31000- BUDGETARY FUND EQUITY
(110)
30000 -TOTAL FUND EQUITY
(110)
4296D - Interest Income
1,134
42955 - USE OF MONEY AND PROP
49100 - Operating Transfers In
(1,021,000)
(1,021,000)
1,134
(970,000)
49000 - NON -OPERATING REVENUE
(1,021,000)
(1,021,000)
(970,000)
4000D - REVENUES
(1,021,000)
(1,021,000)
(968,866)
69300 - Professional Services
0
0
0
60000 -OPERATING EXPENSES
88010- Debt Service Expenses
0
1,021,000
0
1,021,500
0
500 970,000
88000 - NON -OPERATING EXPENSES
1,021.000
1,021,500
500 970.000
50000-EXPENDITURES 1,021,000 1,021,500 500 970,000
Available 51,000
City of Huntington Beach
FY 13114 Fund Balance Report 5/15/14
Object FY 13/14 FY 13/14 FY 13l14 FY 13/14
Account Adopted Revised Encumbrance Actual
00350 - RORF
10100 -Checking Account
12,539,789
1000D-ASSETS
0
29,514
36,003,709
20100 - CURR ACCRUED LIABILITIES
(5,290,320)
27100 - Curr Indebtedness
(3,072,929)
28310 - Long -Term Debt
(42,076,162)
27000 - INDEBTEDNESS
(45,149,091)
20000 - LIABILITIES
(50,439,411)
31100- Unres Undes Fund Balance
25,989,224
31000 - BUDGETARY FUND EQUITY
25,989,224
35010 - Nonspend L/T Receivables
(38,686)
35020 - Nonspend Land Held for Resal
(5,978,104)
35000 - NONSPEDABLE FUND BALANCE
(6,016,790)
30000 - TOTAL FUND EQUITY
19,972,434
40350 - Other Property Taxes
(5,655,611)
40010 - PROPERTY TAXES
(5,655,611)
42960 - Interest Income
(52,263)
42980 - Loan Payments
(552)
43055 - Lease and Concession Income
(842,208)
42955 - USE OF MONEY AND PROP
(895,022)
46700-Other Agencies
(6,598,180)
(6,598,180)
46000 - REVENUE FROM OTHER AGENCIES
(6,598,180)
(6,598,180)
48510 - Other
0
48100-OTHER REVENUE
0
49100 - Operating Transfers In
0
0
0
49000 - NON -OPERATING REVENUE
0
0
0
40000 - REVENUES
(6,598,180)
(6,598,180)
(6,550,633)
51100 - Salaries - Permanent
234,560
234,560
112,908
53000 - Salaries - Overtime
0
54000 - Termination Pay Outs
6,760
55000 - Benefits
102,287
102,287
46,217
51000 - PERSONAL SERVICES
336,847
336,847
165,885
63000 - Equipment and Supplies
4,500
4,500
420
1,580
64520 - Repairs and Maintenance
0
0
68500 - Conferences and Training
5,000
5,000
0
3,481
69300 - Professional Services
325,000
388,811
34,134
144,651
69450 - Other Contract Services
95,179
98,652
3,473
0
70000 - Rental Expense
6,000
6,000
1,695
2,869
75000 - Payments to Other Governments
0
11,071,092
0
8,783
78000 - Expense Allowances
1,200
1,200
810
79000 - Other Expenses
0
0
0
60000- OPERATING EXPENSES
436,879
11,575,254
39,721
162,195
88010 - Debt Service Expenses
5,797,575
5,796,575
0
615,704
88200 - Transfers to Other Funds
0
70,118
70,118
88000 - NON -OPERATING EXPENSES 5,797,575 5,866,693 0 685,822
50000 - EXPENDITURES 6,571,301 17.778,794 39,721 1,013,901
Available 16,725,172
City of Huntington Beach
FY 13/14 Fund Balance Report 5/15/14
Object
Account
00401 - Debt Svc HBPFA
10100 - Checking Account
FY 13/14
Adopted
FY 13/14 FY 13/14
Revised Encumbrance
FY 13/14
Actual
17,769
10010 - POOLED CASH
10845 - Bond Reserve - 2010A
10845 - Bond Reserve - 2011A
10850 - Revenue Fund - 2010A
17,769
1,242,920
3,087,553
1
10800 - RESTRICTED CASH AND INV
13000 - Recelvables
4,330.475
0
12000 - RECEIVABLES
0
10000 -ASSETS
4,348,244
20101 - Accounts Payable - Trade
0
20100 - CURR ACCRUED LIABILITIES
0
20000 - LIABILITIES
0
31100 - Unres Uncles Fund Balance
(4,350.234)
31000 - BUDGETARY FUND EQUITY
(4,350,234)
35200 - RESTRICTED FUND BALANCE
0
35600 -ASSIGNED FUND BALANCE
0
30000 - TOTAL FUND EQUITY
(4,350,234)
42960 - Interest Income
1,990
42955 - USE OF MONEY AND PROP
49100 - Operating Transfers In
(5,540,844)
(5,540,844)
1,990
(913,433)
49000 - NON -OPERATING REVENUE
(5,540,844)
(5,540,844)
(913,433)
40000 - REVENUES
(5,540,844)
(5,540,844)
(911,443)
88010 - Debt Service Expenses
5,540,844
5,540,844 0
913,433
88000 - NON -OPERATING EXPENSES
5,540,1344
5,540,844 0
913,433
50000 - EXPENDITURES
5,540,844
5,540,844 0
913,433
Available 4,627,411
City of Huntington Beach
Funds Available Report
FY 13/14
Cumulative 14
Cumulative 14
Cumulative 14
Cumulative 14
Object
Subsidiary Budget
Actual
Encumbrance
Funds Availlable
Account
FY 13/14
FY 13/14
FY 13114
FY 13/14
35080202 - 1999 Tax Allocation Bond
69365 - Other Professional Services
500.00
0.00
0.00
500.00
69300- Professional Services
500.00
0.00
0.00
500.00
60000 - OPERATING EXPENSES
500.00
0.00
0.00
500.00
88030 - Principal
465,000.00
0.00
465,000.00
88070 - Interest
277,789.00
85,787.92
0.00
192,001.08
88150 - Arbitrage
500.00
500.00
0.00
0.00
88160 - Payment to Fiscal Agent
848.00
848.00
0.00
0.00
88010 - Debt Service Expenses
744,137.00
87,135.92
0.00
657,001.08
88000 - NON -OPERATING EXPENSES
744,137.00
87,135.92
0.00
657,001.08
50000 - EXPENDITURES
744,637.00
87,135.92
0.00
657,501.08
35080203 - 2002 Tax Allocation Bond
69365 - Other Professional Services
500.00
0.00
0.00
500.00,
69300 - Professional Services
500.00
0.00
0.00
500.00
60000 - OPERATING EXPENSES
500.00
0.00
0.00
500.00
88030 - Principal
1.040,000.00
0.00
1,040,000.00
88070 - Interest
600,438.00
173,454.76
0.00
426,983.24 /
88150 - Arbitrage
500.00
0.00
500.00
lam/
88160 - Payment to Fiscal Agent
1,500.00
0.00
1,500.00
88010 - Debt Service Expenses
1,642,438.00
173,454.76
0.00
1,468,983.24
88000 - NON -OPERATING EXPENSES
1,642,438.00
173,454.76
0.00
1,468,983.24
50000-EXPENDITURES
1,642,938.00
173,454.76
0.00
1,469,483.24
40140105 - HBPFA 2010A
88030 - Principal
680,000.00
0.00
680,000.00
88070 - Interest
558,750.00
278,990.33
0.00
279,759.67
88010 - Debt Service Expenses
1,238,750.00
278,990.33
0.00
959,759.67
88000 - NON -OPERATING EXPENSES
1,238,750.00
278,990.33
0.00
959,759.67
50000 -EXPENDITURES
1,238,750.00
278,990.33
0.00
959,759.67
40140106 - HBPFA 2011A
88030 - Principal
3,030,000.00
0.00
3,030,000.00
88070 - Interest
1,272,094.00
633,842.51
0.00
638,251.49
88160 - Payment to Fiscal Agent
0.00
600.00
0.00
(600.00)
88010 - Debt Service Expenses
4,302,094.00
634,442.51
0.00
3,667,651.49
88000 - NON -OPERATING EXPENSES
4,302,094.00
634,442.51
0.00
3,667,651.49
50000 - EXPENDITURES
4,302,094.00
634,442.51
0.00
3,667,651.49
70740101 - 2004 Judgment Obligation Bond
69300 - Professional Services
0.00
0.00
0.00
60000 - OPERATING EXPENSES
0.00
0.00
0.00
88030 - Principal
900,000.00
900,000.00
0.00
0.00
88070 - Interest
121,000.00
69,500.00
0.00
51,500.00
88150 - Arbitrage
500.00
500.00
500.00
(500.00)
88010 - Debt Service Expenses
1,021,500.00
970,000.00
500.00
51,000.00
88000 - NON -OPERATING EXPENSES
1,021,500.00
970,000.00
500.00
51,000.00
50000-EXPENDITURES
1,021,500.00
970,000.00
500.00
51,000.00
5/9/2014 11:30:18 AM
Page 1 of 1
City of Huntington Beach
Transaction Report
GI. Date
Aec sane
N.m.r BubYdper
BuDLd Jaarn.l
General LetlOer
per Amoune Description Entry Rereark
Tres ExpWlaOen
gdtlnes Osten
Number Type
Hafeh
Number
BtkR
Ilele
D4eu
Doe W11en1
meet ocurmNurmeer
Type
Pumhsse Omer
Llnr
5xlsse, brrolee Number
Raver
Invelee Deg as a<
Vold
7115/2011
401401D3.69385
TS0.00 Caw Protessbnal Sonatas HARRELL& GO AvvmRS LLC OBter ProfessbMl Sorvl:85
40613
V
237959
7/162011
PV
372975
OOD17455
2001 SERIES A LEASE BONDS
6115aUll
711512011
40140103.69385
12.SO Omar Prefessbnal Sorkin NARRELL B CO ADVISORS LLC Other Prolessbrol Servlees
40613
V
237089
TrIS12011
PV
372977
DOD17466
FILING OF EVENT NOTICES
8/182011
7/1512011
40140104.6936E
12.50 Olher PmMsobnelSm Ices HARMLL B CO ADVISORS LLC OMr Prol6eebnel Servkxs
40613
V
237060
7115MIl
FV
3729T7
000IF455
FILING OF EVENT NOTICES
1WIS12011
711 M01I
40780261.E936S
1=.00 Other Professional Sawlam HARRELLA CO ADVISORS LLC Omer Prolesebnal Servkas
40013
V
237069
71162011
PV
372978
DOM 7455
10" TAX ALLOCATION OONOS
6M 612011
VIS12011
40M202.60385
260.00 OfiWP%s6TomIServkxs HARRELLA GO ADVISORS LLD Omar Proleslbnel Ssrvkw
40813
V
237859
V1512011
PV
372679
00011466
2002 TAX ALLOCATION BONDS
V182011
711312011
TD740101,69365
25.DO OmerPtoleaebrudSarvkes HARRELL&CC ADV150RSLLC Other ProleesbnelSelvlme
40013
V
237982
711S'2011
FV
3720TT
OOD17466
FILING OF EVENT NOTICES
6/162011
7123120'2
350802D2.8935S
1,50D.D0 Other Ptobssbnal Services HARRELLA CO ADVISORS LLC 1999 lox allocdbn bonds
40013
V
282CIS
712312012
FV
41260
0004d33e
1999 TAX REFUNDING BONDS
5/2512012 ,
7123/2012
350002D3.DE16D
275.00 Payment to Focal Agent HARRELL&C0 ADVISORS LLC 2O02 lax okcallon bonds
40613
V
202C16
7t2312012
PV
41M9
00044330
2002 TAX REFUNDING BONDS
f02S0.012
72612012
4014010640M
160.00 OtherPmPassbnal6srvbse HARRELL d CO ADVISORS LLC set up 2011 erlse A binds
40613
V
202016
712612012
PV
'414410
00044410
2011 SgRMS A BON OS
7112/2012
7126r2012
70740101RMS
75D.W OmarProlessbnal5molm HARRELL A GO ADVISORS LLC 2004 Judgment ObysOon Bondo 40813
V
262515
7MV2012
PV
414418
00D44409
2004 JUDGEMENT BONDS
714212012
7/28/2012
70740101.69M
26,00 Other Professbnsl Sorvbae HARRELL It CO ADVISORS LLC mmwW event neake
40813
V
282815
7/262012
PV
414420
00044409
FlUNG OF MATERIAL EVENT
711=012
71222013
35D80202.ES365
1.625.00 Omer ProbnlenalServkeo HARRELL t CO ADVISORS LLC IM lax ofocelbn bads
40813
V
322510
7MM13
PV
4047y6
D0047De5
12121 TAX REFUNDING BONDS
5110=10
7r22/2013
95080203.09385
2W.00 Omar Progmbnal Services HARRELL a CO ADVISORS LLC 2002 lax s9beelbn bends
40013
V
322810
7r22f2013
PV
4S4729
OOD47DOO
200NTAXREFUNDINGBOt10S
31IW2013
8119r2D13
70740101.0938E
825.00 Omer Pmfemlonm Servbss HARRELL 8 CO ADVISORS LLC 2004_2010_2011 Battle
40813
V
325849
d15=13
PV
46701e
00047274
2004 JUDGMENT BONDS
7/812013
10121/2013
38060202.89365
600.00 OlherPrelsalonal Sambes HARRELL d CD ADVISORS LLC Fee for Moodys Report FlIng
40813
V
332832
1W2f2013
PV
485565
0D047681
FlU14G MOODY'S SPEC RPT
713112013
1DIt1/2013
3506C203.693B5
SOMAO Omer Professional Servbsa HARRELL t CO ADVISORS LLC Foe for Moody's Report Fting
40413
v
032132
1072112013
PV
465565
00047859
FILING MOODYS SPEC RPT
7r3112013
MAIN TOTA
_
6,B25 00
5/9/2014 11:18:01 AM Page 1 of 1
May 1, 2015
Dahle Bulosan
Finance Manger
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Re: Continuing Disclosure
Dear Dahle:
Harrell & Company Advisors proposes to prepare and file the continuing disclosure Annual
Reports due for the following issues:
.Issue Due Date
Community Redevelopment Agency of the City of Huntington Beach April 30
$10,835,000 1999 Tax Allocation Refunding Bonds
(Huntington Beach Redevelopment Project)
Redevelopment Agency of the City of Huntington Beach April 30
$20,900,000 2002 Tax Allocation Refunding Bonds
(Huntington Beach Redevelopment Project)
City of Huntington Beach June 30
$12,500,000 2004 Judgment Obligation Bonds
Huntington Beach Public Financing Authority June 30
$14,745,000 Lease Revenue Refunding Bonds, 2010 Series A
Huntington Beach Public Financing Authority June 30
$36,275,000 Lease Revenue Bonds, 2011 Series A
(Capital Improvement Financing Project)
Huntington Beach Public Financing Authority July 1
$15,295,000 Lease Revenue Bonds, 2014 Series A
(Senior Center Project)
We would also file any notices of material events of which we are aware, or in the case of an
underlying rating, other change or defeasance, those. material events which the City or the
Successor Agency informs us: The City and Successor Agency covenant to provide information
concerning material events and if not so provided, Harrell & Company has no liability to the City
or the Successor Agency for non -filing of notices of material events that it has no knowledge of.
The City Tower, 333 City Boulevard West, Suite 1430, Orange, California 92868
Tel: 714.939.1464 Fax: 714.939.1462
Page 2
May 1, 2015
The City or Successor Agency may add additional future financings by written notice via email
to Harrell & Company Advisors.
Harrell & Company Advisors will invoice the City and Successor Agency once annually upon
completion of all Annual Reports for a fiscal year, based on the following schedule:
Tax Allocation Financings $1,500 first issue for a project area
500 each subsequent issue for project area
General Fund Lease Financings 1,000 each issue
Material Event Notices 50 each notice
If this proposal is acceptable, please execute below and return a copy by email. Thank you.
Very truly yours,
Suzanne Q. Harrell
Accepted By:
Authorized Representative, City of Huntington Beach
The City Tower, 333 City Boulevard West, Suite 1480, Orange, California 92868
Tel: 714.939.1464 Fax: 714.939.1462
CITY OF HUNTINGTON BEACH RECEIVED
Professional Service Approval Form JUN 3 0 2015
y PART li Finance Department
Date: 5/9/2014 Project Manager: Dahle-Bulosan
Requested by Name if different from Project Manager:
Department: Finance
PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE
COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & 11 MUST
BE FILED WITH ALL APPROVED CONTRACTS.
1) Name of consultant: Harrell & Company Advisors, LLC
2) Contract Number: FIN
(Contract numbers are obtained through Finance Administration x 5630)
3) Amount of this contract: $15,000
Account number
Fy 14 /if Contractual Dollar Amount
Business unit. object #
Year 1 estimate
Year 2 estimate
Year 3(estimate)
35080202.69365
$1,000•
$1,000
$1,000
35080203.69365
$1,000-
$1,000
$1,000
40140105.69365
$1,000.
$1,000
$1,000
4014U106.69365 $1,000 $1,uuu $'1,uuu
70740101.69365 $1,000 - $1,000 $1,000
4) Is this contract less than $50,000? ® Yes ❑ No
5) Does this contract fall within $50,000 and $100,000? ❑ Yes ® No
6) Is this contract over $100,000? ❑ Yes ® No
(Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make
sure the appropriate signature page is attached to the contract.)
7) Were formal written proposals requested from at least three available qualified consultants?
❑ Yes ® No obtained 2 proposals (see attached)
8) Attach a list of consultants from whom proposals were requested (including a contact telephone
number.)
9)., Attach Exhibit A, which describes the proposed scope of work.
10) Attach Exhibit_;�which describes the payment terms of the contract.
Fiscal Servi i
r
Budget Manager
harrell part ii.doc
REV: December /2013
Signature
(or designee) Signature
Date
k s�
ate
7?-`3-1
List of Consultants Providing Proposals
Company Name
Harrell & Company Advisors, LLC Suzanne Harrell
Willdan Financial Services Beatrice Medina
Phone
(714)939-1464
(951)587-3500
REQUEST FOR LEGAL SERVICES
Michael E. Gates, City Attorney
MATTER WIT
ID NO.
18
Date: 5/11118
Request made by: Sunny Han
Telephone: 5907
1Department: Finance
INSTRUCTIONS: File Request For Legal Services in the City Attorney's Office. Outline reasons for the
request in the space marked "COMMENTS" and include facts necessary for City Attorney to respond.
Please attach all pertinent documents, information, exhibits, any relevant deadlines and
contact information.
TYPE OF LEGAL SERVICES REQUESTED:
❑ Prepare Contract / Document ® Approve Document ❑ General Legal Assistance / Project
I Legal Research
RCA DEADLINE:
IF NOT FOR CITY COUNCIL ACTION, REQUESTED DEADLINE: 6/4/201 8
Insufficient time to meet deadline, please note revised due date of
This,re uest w s r dewed and approved.
ul.A Date: S— f14-1,r
Signature of Department Head
COMMENTS
Please explain in a brief narrative what you are asking the City Attorney to do, along with a brief factual background to your request. (E.g., I am requesting
that the City Attorney draft an ordinance, or advise whether certain records must be disclosed under the PRA.) Please identify all attachments to this RLS
and pertinent department contact information.
Shaded areas for City Attorney's Office use only,
This RLS is being returned for the following reason(s):
❑ Need Department Head signature
❑ Opinion previously rendered on (date) attached
❑ Insufficient data, please submit
❑ Attachment(s) missing
❑ Other:
Assigned Attorney: EA.:
Assignment Date:
Secretary: Ext.:
Due Date:
Matter Description:
❑ Advice Memo ❑ Agreement Negotiations ❑ Citizen Inquiry ❑ Civil Hearing ❑ Criminal Prosecution ❑ Document Approval ❑ Document Preparation
❑ Grievances ❑ Meeting Request ❑ Opinion ❑ Ordinance ❑ Pitchess ❑ Project ❑ Public Records Act ❑ RCA ❑ Report ❑ Resolution ❑ Workers' Comp
Notes:
Level
Date Completed:
10 20
RLS Form
D CITY OF HUNTINGTON BEACH
REQUEST FOR LEGAL SERVICES
Michael E. Gates, City Attorney
COMMENTS (Continued):
Please prepare contract amendment #1 for Harrell & Company Advisors for preparation of continuing
disclosure reports, increasing the amount of the contract by $8,200. A contract time extension is not
required.
The original contract was for $15,000. With the Amendment #1, the total contract not to exceed
amount will be $23,200.
RLS Form -2-
�CONTRACTS SUBMITTAL TO
CITY CLERK'S OFFICE
To: JOAN FLYNN, City Clerk
Name of Contractor: Harrell & Co/A)G'
Purpose of Contract: For Example Audit Services or Water Quality Testing Huntington Lake — Huntington Central Park
reports for City and Successor Agency financings
Amount of Contract: $15,000
Copy of contract distributed to The original insurance certificate/waiver distributed
to Risk Management
Initiating Dept
Finance Dept ❑ ORIGINAL bonds sent to Treasurer ❑
Sandie Frakes, ext 5249
Name/Extension
City Attorney's Office
Date: 10/5/15
Cn
Q
r CV
U-
Q
U� � 1
C
x (�o�
G AttyMisc/Contract Forms/City Clerk Transmittal
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
HARRELL & COMPANY ADVISORS, INC
FOR
CONTINUING DISCLOSURE SERVICES
THIS AGREEMENT ("Agreement") is made and entered into by and between the City of
Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as
"CITY," and Harrell & Company Advisors, Inc., a a California LLC hereinafter referred to as
"CONSULTANT"
WHEREAS, CITY desires to engage the services of a consultant to prepare and file the
continuing disclosure annual reports on City and Successor Agency financings; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of the
Huntington Beach Municipal Code, Chapter 3 03, relating to procurement of professional service
contracts have been complied with, and
CONSULTANT has been selected to perform these services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows
SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is
attached hereto and incorporated into this Agreement by this reference. These services shall
sometimes hereinafter be referred to as the "PROJECT "
CONSULTANT hereby designates Suzanne Q. Harrell who shall represent it and
be its sole contact and agent in all consultations with CITY during the performance of this
Agreement
agree/surfnet/professional svcs to $49
10/12 1 of I I
2 CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT in the
performance of this Agreement
3 TERM, TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT are to
20 VD (the "Commencement Date") This Agreement
commence on ,
shall automatically terminate three (3) years from the Commencement Date, unless extended or
sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no
later than 3 years from the Commencement Date The time for performance of the tasks
identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be
amended to benefit the PROJECT if mutually agreed to in writing by CITY and
CONSULTANT
In the event the Commencement Date precedes the Effective Date,
CONSULTANT shall be bound by all terms and conditions as provided herein.
4 COMPENSATION
In consideration of the performance of the services described herein, CITY agrees
to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B,"
which is attached hereto and incorporated by reference into this Agreement, a fee, including all
costs and expenses, not to exceed Fifteen Thousand Dollars ($15,000).
5 EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A" or
changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such
agree/surfnet/professional svcs to $49
10/12 2 of I I
work only after receiving written authorization from CITY. Additional compensation for such
extra work shall be allowed only if the prior written approval of CITY is obtained
6 METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B."
7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder, including,
without limitation, all original drawings, designs, reports, both field and office notices,
calculations, computer code, language, data or programs, maps, memoranda, letters and other
documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY
upon expiration or termination of this Agreement or upon PROJECT completion, whichever
shall occur first These materials may be used by CITY as it sees fit.
8 HOLD HARMLESS
CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless
CITY, its officers, elected or appointed officials, employees, agents and volunteers from and
against any and all claims, damages, losses, expenses, judgments, demands and defense costs
(including, without limitation, costs and fees of litigation of every nature or liability of any kind
or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's
subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its
failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its
officers, agents or employees except such loss or damage which was caused by the sole
negligence or willful misconduct of CITY CONSULTANT will conduct all defense at its sole
cost and expense and CITY shall approve selection of CONSULTANT's counsel This
indemnity shall apply to all claims and liability regardless of whether any insurance policies are
agree/surfnet/professionalsvcs to $49
10/12 3 of 11
applicable The policy limits do not act as limitation upon the amount of indemnification to be
provided by CONSULTANT
9 PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability
insurance policy covering the work performed by it hereunder. This policy shall provide
coverage for CONSULTANT's professional liability in an amount not less than One Million
Dollars ($1,000,000 00) per occurrence and in the aggregate The above -mentioned insurance
shall not contain a self -insured retention without the express written consent of CITY, however
an insurance policy "deductible" of Ten Thousand Dollars ($10,000 00) or less is permitted A
claims -made policy shall be acceptable if the policy further provides that.
A The policy retroactive date coincides with or precedes the initiation of the
scope of work (including subsequent policies purchased as renewals or
replacements)
B CONSULTANT shall notify CITY of circumstances or incidents that
might give rise to future claims
CONSULTANT will make every effort to maintain similar insurance during the
required extended period of coverage following PROJECT completion If insurance is
terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision
of at least two (2) years to report claims arising from work performed in connection with this
Agreement.
If CONSULTANT fails or refuses to produce or maintain the insurance required
by this section or fails or refuses to furnish the CITY with required proof that insurance has been
procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to
agree/surfnet/professional svcsto $49
10/12 4ofII
forthwith terminate this Agreement Such termination shall not affect Consultant's right to be
paid for its time and materials expended prior to notification of termination CONSULTANT
waives the right to receive compensation and agrees to indemnify the CITY for any work
performed prior to approval of insurance by the CITY
10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT shall
furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the
foregoing insurance coverage as required by this Agreement; the certificate shall
A provide the name and policy number of each carrier and policy,
B state that the policy is currently in force, and
C. shall promise that such policy shall not be suspended, voided or canceled
by either party, reduced in coverage or in limits except after thirty (30)
days' prior written notice, however, ten (10) days' prior written notice in
the event of cancellation for nonpayment of premium.
CONSULTANT shall maintain the foregoing insurance coverage in force until the
work under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverage shall not derogate
from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in
this Agreement CITY or its representative shall at all times have the right to demand the
original or a copy of the policy of insurance CONSULTANT shall pay, in a prompt and timely
manner, the premiums on the insurance heremabove required
agree/surfnet/professionalsvcs to $49
10/12 5 of 11
11 INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of this
Agreement as an independent contractor herein and not as an employee of CITY
CONSULTANT shall secure at its own cost and expense, and be responsible for any and all
payment of all taxes, social security, state disability insurance compensation, unemployment
compensation and other payroll deductions for CONSULTANT and its officers, agents and
employees and all business licenses, if any, in connection with the PROJECT and/or the services
to be performed hereunder.
12 TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike
manner. CITY may terminate CONSULTANT's services hereunder at any time with or without
cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement
by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as
provided herein In the event of termination, all finished and unfinished documents, exhibits,
report, and evidence shall, at the option of CITY, become its property and shall be promptly
delivered to it by CONSULTANT
13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall not be
assigned, delegated or subcontracted by CONSULTANT to any other person or entity without
the prior express written consent of CITY If an assignment, delegation or subcontract is
approved, all approved assignees, delegates and subconsultants must satisfy the insurance
requirements as set forth in Sections 9 and 10 hereinabove
agree/surfnet/professional sves to $49
10/12 6 of 11
14 COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or material
produced as a result of this Agreement
15 CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY employee
in the work performed pursuant to this Agreement. No officer or employee of CITY shall have
any financial interest in this Agreement in violation of the applicable provisions of the California
Government Code
16. NOTICES
Any notices, certificates, or other communications hereunder shall be given either
by personal delivery to CONSULTANT's agent (as designated in Section 1 heremabove) or to
CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage
prepaid, and depositing the same in the United States Postal Service, to the addresses specified
below CITY and CONSULTANT may designate different addresses to which subsequent
notices, certificates or other communications will be sent by notifying the other party via
personal delivery, a reputable overnight carrier or U S certified mail -return receipt requested:
TO CITY
City of Huntington Beach
ATTN Dahle Bulosan
2000 Main Street
Huntington Beach, CA 92648
agree/surfnet/professional svcsto $49
10/12 7 of 11
TO CONSULTANT -
Suzanne Harrell
Harrell & Compnay Advisors, Inc
The City Tower
333 City Boulevard West, Ste 1430
Orange, CA 92868
17. CONSENT
When CITY's consent/approval is required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a consent/approval to
any subsequent occurrence of the same or any other transaction or event
18 MODIFICATION
No waiver or modification of any language in this Agreement shall be valid
unless in writing and duly executed by both parties.
19 SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive
phrases at the beginning of the various sections in this Agreement are merely descriptive and are
included solely for convenience of reference only and are not representative of matters included
or excluded from such provisions, and do not interpret, define, limit or describe, or construe the
intent of the parties or affect the construction or interpretation of any provision of this
Agreement
20 INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed as a
whole, according to its fair meaning, and not strictly for or against any of the parties If any
provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be
unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining
covenants and provisions of this Agreement. No covenant or provision shall be deemed
dependent upon any other unless so expressly provided here As used in this Agreement, the
masculine or neuter gender and singular or plural number shall be deemed to include the other
whenever the context so indicates or requires Nothing contained herein shall be construed so as
agree/surfnet/professionalsves to $49
10/12 8 of 11
to require the commission of any act contrary to law, and wherever there is any conflict between
any provision contained herein and any present or future statute, law, ordinance or regulation
contrary to which the parties have no right to contract, then the latter shall prevail, and the
provision of this Agreement which is hereby affected shall be curtailed and limited only to the
extent necessary to bring it within the requirements of the law
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared
and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of
the date of its execution and delivery, be deemed an original Each duplicate original shall be
deemed an original instrument as against any party who has signed it
22 IMMIGRATION
CONSULTANT shall be responsible for full compliance with the immigration
and naturalization laws of the United States and shall, in particular, comply with the provisions
of the United States Code regarding employment verification
23 LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly outside
the scope of services contemplated hereunder CONSULTANT understands that pursuant to
Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for
CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONSULTANT
agree/surfnet/professionalsvcs to $49
10/12 9 of 11
24 ATTORNEY' S FEES
In the event suit is brought by either party to construe, interpret and/or enforce the
terms and/or provisions of this Agreement or to secure the performance hereof, each party shall
bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its
attorney's fees from the nonprevailing party
25 SURVIVAL
Terms and conditions of this Agreement, which by their sense and context survive
the expiration or termination of this Agreement, shall so survive
26 GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of
the State of California.
27 SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has the
power, authority and right to bind their respective parties to each of the terms of this Agreement,
and shall indemnify CITY fully for any injuries or damages to CITY in the event that such
authority or power is not, in fact, held by the signatory or is withdrawn.
28 ENTIRETY
The parties acknowledge and agree that they are entering into this Agreement
freely and voluntarily following extensive arm's length negotiation, and that each has had the
opportunity to consult with legal counsel prior to executing this Agreement. The parties also
acknowledge and agree that no representations, inducements, promises, agreements or
warranties, oral or otherwise, have been made by that party or anyone acting on that party's
behalf, which are not embodied in this Agreement, and that that party has not executed this
agree/surfnet/professional svcs to $49
10/12 10 of 11
Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or
circumstance not expressly set forth in this Agreement This Agreement, and the attached
exhibits, contain the entire agreement between the parties respecting the subject matter of this
Agreement, and supersede all prior understandings and agreements whether oral or In writing
between the parties respecting the subject matter hereof
29 EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the City Attorney
This Agreement shall expire when terminated as provided herein
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized officers
CONSULTANT,
Harrell & Company Advisors, Inc
COMPANY NAME
By
print name
ITS. (circle one) Chairm residen ice President
AND
By
prmtname
ITS (circle one) Secret Chief Financial Officer sst
Secretary — Treasurer
agree/surfnet/professional svcs to $49
10/12 11 of 11
CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of
California _
4 f=in)q,JC�= Director/Chief
(Pursuant To HBMC §3 03 100)
APPROVED
Crty Attorney CJ�a qk'�W
Date /0 /i I d)0 /r
EXHIBIT "A"
A STATEMENT OF WORK (Narrative of work to be performed)
Provide continuing disclosure statement services on various bonds issued by the City and the
Succesor Agency These are limited to
1999 Tax Allocation Refunding Bonds
2002 Tax Allocation Refunding Bonds
2004 Judgment Obligation Bonds
2010 Series A Lease Revenue Refunding Bonds
2011 Series A Lease Revenue Bonds
2014 Series A Lease Revenue Bonds
The City may add additional bonds by notice to the Consultant in writing.
B CONSULTANT'S DUTIES AND RESPONSIBILITIES
The Securities and Exchange Commission and the Municipal Securities Rulemaking Board
require that the City and its related entities (such as the Successor Agency) annually provide
ongoing financial disclosure to the bond market. These reports are generally due within 180 to
270 days after the City's fiscal year end. The City must disclose in all future financings for a five
year period if any of the deadlines for filing these reports has been missed. Further, during any
year, if a material event should occur (such as a rating change or a bond defeasance), the City
must also post notice of such event in a timely manner Consultant will prepare and file all
annual reports and will prepare and file any material event notices for events of which it is
aware, or in the case of an underlying rating, other change or defeasance, those material events
EXHIBIT A
which the City or the Successor Agency informs us so that the City continues to stay in
compliance with all the requirements for continuing disclosure for all series of outstanding debt
listed in Section A above.
C CITY'S DUTIES AND RESPONSIBILITIES -
Provide access to documents as necessary
Provide access to staff as necessary
D WORK PROGRAWROJECT SCHEDULE
.M
EXHIBIT A
EXHIBIT "B"
Payment Schedule (Hourly Payment)
A Hourly Rate
CONSULTANT'S fees for such services shall be based upon the following hourly rate and
cost schedule
B Travel Charges for time during travel are not reimbursable
C Billing
1. All billing shall be done monthly in fifteen (15) minute increments and matched to
an appropriate breakdown of the time that was taken to perform that work and who
performed it
2. Each month's bill should include a total to date. That total should provide, at a
glance, the total fees and costs incurred to date for the project
3. A copy of memoranda, letters, reports, calculations and other documentation
prepared by CONSULTANT may be required to be submitted to CITY to
demonstrate progress toward completion of tasks In the event CITY rejects or has
comments on any such product, CITY shall identify specific requirements for
satisfactory completion
CONSULTANT shall submit to CITY an invoice for each monthly payment due.
Such invoice shall
A) Reference this Agreement,
B) Describe the services performed,
C) Show the total amount of the payment due,
D) Include a certification by a principal member of CONSULTANT's firm
that the work has been performed in accordance with the provisions of this
Agreement; and
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is
making satisfactory progress toward completion of tasks in accordance with this
Agreement, CITY shall approve the invoice, in which event payment shall be made
within thirty (30) days of receipt of the invoice by CITY Such approval shall not
be unreasonably withheld If CITY does not approve an invoice, CITY shall notify
CONSULTANT in writing of the reasons for non -approval and the schedule of
performance set forth in Exhibit "A" may at the option of CITY be suspended until
the parties agree that past performance by CONSULTANT is in, or has been
1
Exhibit B
brought into compliance, or until this Agreement has expired or is terminated as
provided herein.
Any billings for extra work or additional services authorized in advance and in
writing by CITY shall be invoiced separately to CITY. Such invoice shall contain
all of the information required above, and in addition shall list the hours expended
and hourly rate charged for such time. Such invoices shall be approved by CITY if
the work performed is in accordance with the extra work or additional services
requested, and if CITY is satisfied that the statement of hours worked and costs
incurred is accurate Such approval shall not be unreasonably withheld Any
dispute between the parties concerning payment of such an invoice shall be treated
as separate and apart from the ongoing performance of the remainder of this
Agreement
2
Exhibit B
EXHIBIT "B"
Payment Schedule (Fixed Fee Payment)
Tax Allocation Financings $1,500 each issue for a project area
$ 500 each subsequent issue for a project area
General Fund Lease Financings $1,000 each issue
Material Event Notices $50 each notice
2 Delivery of work product A copy of every memorandum, letter, report, calculation
and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate
progress toward completion of tasks In the event CITY rejects or has comments on any such
product, CITY shall identify specific requirements for satisfactory completion.
3 CONSULTANT shall submit to CITY an invoice for each monthly progress payment
due Such invoice shall -
A) Reference this Agreement,
B) Describe the services performed,
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's firm that
the work has been performed in accordance with the provisions of this
Agreement, and
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making
satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall
approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the
invoice by CITY Such approval shall not be unreasonably withheld If CITY does not approve an
invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the
schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the
parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or
until this Agreement has expired or is terminated as provided herein
4 Any billings for extra work or additional services authorized in advance and in
writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the
information required above, and in addition shall list the hours expended and hourly rate charged for
such time Such invoices shall be approved by CITY if the work performed is in accordance with the
extra work or additional services requested, and if CITY is satisfied that the statement of hours
worked and costs incurred is accurate Such approval shall not be unreasonably withheld Any
dispute between the parties concerning payment of such an invoice shall be treated as separate and
apart from the ongoing performance of the remainder of this Agreement
Exhibit B
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
HARRELL & COMPANY ADVISORS, INC
FOR
CONTINUING DISCLOSURE SERVICES
Table of Contents
1
Scope of Services......... .......... ...... . ....... ......
..... .1
2
City Staff Assistance..... . ........ ..... . .... .......
.... ..2
3
Term, Time of Performance . ........ .... ...
.2
4
Compensation ........... ...... ... . .....
2
5
Extra Work. ... .... ... ......... . ....... .... ........ ........ ...... 2
6
Method of Payment. . .......
..3
7
Disposition of Plans, Estimates and Other Documents.
.3
8
Hold Harmless . ...... ... . ...
.... ....3
9
Professional Liability Insurance ...... ...... ... . ......
.4
10
Certificate of Insurance ........ ........ ..... ........ ......
.....5
11
Independent Contractor... . ....... ...... ......
..... .6
12
Termination of Agreement.. .. ......... .... .... .... .
.... 6
13
Assignment and Delegation ..... ....... ....... .......
.6
14
Copyrights/Patents.. .......... ... ........ ....... 7
15
City Employees and Officials ......... .. .......... . ..... ........
...... 7
16
Notices..... ................ .... ....
..... .....7
17
Consent ...... ............ ......... ....... ....... ..... ...... .
..... ..... 8
18
Modification.. ......... . .......... ....... ..... .... ........
........ .... 8
19
Section Headings ........... .......... ................ ...... ...... .
... .. .... 8
20
Interpretation of this Agreement ....... ....... ....... ...... .........
....... .... 8
21
Duplicate Original .. ......... ........ ... ..... ....... ....... .......
....... ..9
22
Immigration... . ........ . .... . ....... ..... .....
... . ... . 9
23
Legal Services Subcontracting Prohibited .. . .... ......
. . .... .9
24
Attorney's Fees
.10
25
Survival.... ........ ...... ..... .... .......
..10
26
Governing Law ........ ...
.. . .. .10
27
Signatories. ........... ...... ... ... .............
10
28
Entirety ... . . . .. ..... ...... ........
..... .10
29
Effective Date... .... ...... ... .. .... ....
... ..... .11
INSURANCE
MODIFICATION •
1 Requested by Dahle Bulosan
2 Date 8/1212015
3 game of contractor/permlttee Harrell & Company Advisors, Inc.
4 Description of work to be lyerformed. Continuing Disclosure Services
5 Value and length of contract* $15,000 for 3 Years
6 Waiver/modification request Consultant has $50,000 deductible Waive minimum
-- -- —requirement----_-_ _
7 Reason for request and why it should be granted Harrell provides essential continuing
disclosure services and is not able to reduce deductible given the size of the contract
8. Identify the risks to the City in approving this waiver/modification none
Department Head Signature, Date -
APPROVALS
Approvals must be obtained in the order listed on this form Two approvals are required
for a request to be granted Approval frorp the City Administrator's Office is only required if
Risk Managemen rrd-t City Attorney's Office disagree
1. is (_ ' Management ( %' /'
Approved ElDenied a, "7 ✓ Y/e, 1�r
Sign re Da e
2. City Attorney's Office
Approved ❑ Denied c
Signa ure bafie
3. City Manager's Office C.
❑ Approved ❑ Denied
Signature Date
If approved, the completed waiver/modification request is to be submitted to the
City Attorney's Office along with the contract for approval Once the contract has been approved,
this form is to be -filed with the Risk Management Division of Human Resources
Insurance Waiver Form Harrell.docx 8/2512015 3.58 00 PM
ACCPI?
ff CERTIFICATE E OF LIABILITY 1\ I INSURANCE
DATE
9/121/2014
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER
IMPORTANT if the certificate holder is an ADDITIONAL INSURED, the pollcy(les) must be endorsed If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder In lieu of such endorsement(s).
PRODUCER
Robert Harris Insurance Agency, Inc.
Lie #0216736
3150 Bristol St., Suite 200
Costa Mesa CA 92626
NAME CONTACT Michelle Vandervoort
PHONE o 1714) 619-4480 FAX, No (719)619-9981
E AIL DRIESS michelle@reharris.com
INSURER(S) AFFORDING COVERAGE
NAIC#
INSURERA -Travelers Cas Ins Co of America
19046
INSURED
Harrell & Company Advisors LLC
333 City Blvd )Nest #1430
Orange CA 92868
INSURERS EMloyers Preferred Ins Co
10346
INSuRERc I1lo ds of London
INSURER
INSURER E
1 INSURER
COVERAGES CERTIFICATE NUMBER- REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO ViHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
IL
TYPE OF INSURANCE
DDL
3
POLICY NUMBER
MMI ICY EFF
MMII EXP
LIMITS
GENERAL LIABILITY
EACH OCCURRENCE
$ 2,000,000
PREA16E�5 Ee occurrence
$ 300,000
A
nco", MERCIAL GENERAL LIABILITY
CLFJI1S4,tADE Q OCCUR
805607R688-14
/22/2019
/22/2015
MED E P WW one person)
$ 5,000
PERSONAL &ADVIN.URY
$ 2,000,000
GENERAL AGGREGATE
$ 4,000,000
GENLAGGREGATE LIMIT APPUESPER
PRODUCTS- COMP/OP AGG
$ 4,000,000
X POLICY 'o- LOC
$
AUTOMOBILE
LIABILITY
COantWNED SINGLEI 4I
S 1 000,000
BODILY N.AJRY (Per person)
$
AIx
ANY AUTO
ALL OS SCHEDULED
OS
805607R688-14
/22/2014
/22/2025
BODILY NJURY (Per accident)
$
��O$t�R7Y 1AG
$
HIRED AUTOS N NtJTOSANED
$
UMBRELLA LIAR
HCLAIMS-MADE
OCCUR
EACH OCCURRENCE
$
AGGREGATE
$
EXCESSLIAB
DED I I RETENTION$
$
B
WORKERS COMPENSATION
AND EJAPLOYERS' LIABILITY
ANY PROFRIETORJPARTNEREXECUTIVE YIN
OFFICERINEMBER EXCLUDED?
(Mandatory In NH)
NIA
IG1102675-06
/29/2019
29/2015
X T 11C STAT - I
1ff OTH-
ER
EL EACH ACCIDENT
$ 1,000,000
EL DISEASE - EAEtfPLOYE
$ 1,000,000
II s descnoe under
DESCRIPTION OF OPERATIONS below
r
E L DISEASE -POLICY LCAT
$ 1,000,000
C
Professional Liability
L1008120-14
/22/2014
/22/2015
Aggre"Lund $1,000,000
Claims Made & Reported
ed• 050,000
Each Claim Limit $1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONSI VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more apace Is required)
City of Huntington Beach and Successor Agency to the Redevelopment AgericAPPROVEDAST"OM
Beach, its officers, elected or appointed officials, employees, agents and volunteers_Ap a named
Additional Insured as their interest may appear as respects operation of the Named ed (see blanket
polioy form #CGD105 04 94 attached).
Members/Owners are excluded from coverage under the Workers Compensation pol
BT
Policies su h3eat to 10-days Notice of Cancellation in the event of non-pa4Pp3P'LAttQMQy
City of Huntington Beach and Successor
Agency to the Redevelopment Agency
of the City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
GANGtLLA I IUN
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORUED REPRESENTATIVE
Vandervoort/MICEMM rvwj-' t2. ae
ACORD 25 (2010/05) @ 1988-2010 ACORD CORPORATION. All rights reserved.
INs025 (201oo5)o1 TheACORD name and logo are registered marks of ACORD
rt CITY OF HUNTINGTON BEACH RECEIVED
E Professional Service Approval Form JUN 3 0 2015
PART Il Finance Department
Date 5/9/2014 Project Manager Dahle Bulosan
Requested by Name if different from Project Manager
Department Finance
PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE
COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOft APPROVAL. PART I & 11 MUST
BE FILED WITH ALL APPROVED CONTRACTS.
1) Name of consultant Harrell & Company Advisors, LLC
2) Contract Number FIN
(Contract numbers are obtained through Finance Administration x 5630)
3) Amount of this contract $15,000
Account number
Fy 14 jcf Contractual Dollar Amount
Business unit ob ect #
Year 1 estimate
Year 2 estimate
Year 3(estimate)
35080202 69365
$1,000
$1,000
$1,000
35080203 69365
$1,000
$1,000
$1,000
40140105 69365
$1,000
$1,000
$1,000
4U14UlUb by3b5 z I,000 �p i,wU ,���
70740101 69365 $1,000 $1,000 $1,000
4) Is this contract less than $50,0009 ® Yes ❑ No
5) Does this contract fall within $50,000 and $100,0009 ❑ Yes ® No
6) Is this contract over $100,0009 ❑ Yes ® No
(Note Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk Make
sure the appropriate signature page is attached to the contract )
7) Were formal written proposals requested from at least three available qualified consultants
❑ Yes ® No obtained 2 proposals (see attached)
8) Attach a list of consultants from whom proposals were requested (including a contact telephone
number)
9) Attach Exhibit A, which describes the proposed scope of work
10) Attach Exhibit hich descri the payment terms of the contract
Fiscal
Budget
Direc o
Signature
of Final (or designee) Signature
harrell part a doc
REV December /2013
Date
n (i
ate J
1 0- I
List of Consultants Providing Proposals
Company Name Phone
Harrell & Company Advisors, LLC Suzanne Harrell (714)939-1464
Willdan Financial Services Beatrice Medina (951)587-3500
CITY OF HUNTINGTON BEACH
Professional Service Approval Form
rJ9 34¢5 u'y 4
PART I
Date 5/9/2014 Project Manager Name Dahle Bulosan
Requested by Name if different from Project Manager.
Department Finance
MAY 14 2014
Finance
PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED
BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL,
BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED
WITH ALL APPROVED CONTRACTS.
1) Briefly provide the purpose for the agreement
Financial Advisory Services
2) Estimated cost of the services being sought $-15,000
3) Are sufficient funds available to fund this contract? ® Yes ❑ No
If no, please explain
4) Check below how the services will be obtained
❑ A Bid solicitation process in accordance to the MC 3 03 060 procedures will be conducted
❑ MC 3 03 08(b) - Other Interagency Agreement procedure will be utilized -
® MC 3 03 08 - Contract Limits of $30,000 or less exempt procedure will be utilized
,A}.bv; ScrS, Cct
5) Is this contract generally described on the list of professional service contracts approved by the City
Councils If the answer to this question is "No," the contract will require approval from the City Council )
® Yes ❑ No
S -,/? —/,V
Fiscal Servic ana r Signature (Purchasing Approval) Date
6) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted
(Please note that a budget check will occur at the object code level):
'7n-7&G i-,1 (�GZl(- Z, -4, fJ� i rent) 4-fur,,n
Account number
Contractual Dollar Amount
Business unit ob ect #
Year 1 (estimate)
Year 2 (estimate)
Year 3(estimate)
35080202 69365
$1000
$1000
$1000
35080203 69365
$1000
$1000
$1000
40140105 69365
$1000
$1000
$1000
` f-(JC9U
�' CF:III ^4 U OCn�Cn
Budget Appro\Ml
Dment Hea�ignature(s)
ri
Director,6f Fin's Signature
City Manager's Signature
APPROVED
Manager's Signature
4. (v00 �Ivr/U
ate
ate
Date
�- 2 8-- /y
Date
Date
harrell - part 1 doc
REV December /2013
May 1, 2015
Dahle Bulosan
Finance Manger
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Re: Continuing Disclosure
Dear Dahle
Harrell & Company Advisors proposes to prepare and file the continuing disclosure Annual
Reports due for the following issues
Issue Due Date
Community Redevelopment Agency of the City of Huntington Beach April 30
$10,835,000 1999 Tax Allocation Refunding Bonds
(Huntington Beach Redevelopment Project)
Redevelopment Agency of the City of Huntington Beach April 30
$20,900,000 2002 Tax Allocation Refunding Bonds
(Huntington Beach Redevelopment Project)
City of Huntington Beach June 30
$12,500,000 2004 Judgment Obligation Bonds
Huntington Beach Public Financing Authority June 30
$14,745,000 Lease Revenue Refunding Bonds, 2010 Series A
Huntington Beach Public Financing Authority June 30
$36,275,000 Lease Revenue Bonds, 2011 Series A
(Capital Improvement Financing Project)
Huntington Beach Public Financing Authority July 1
$15,295,000 Lease Revenue Bonds, 2014 Series A
(Senior Center Project)
We would also file any notices of material events of which we are aware, or in the case of an
underlying rating, other change or defeasance, those material events which the City or the
Successor Agency informs us The City and Successor Agency covenant to provide information
concerning material events and if not so provided, Harrell & Company has no liability to the City
or the Successor Agency for non -filing of notices of material events that it has no knowledge of
The City Tower, 333 City Boulevard West, Suite 1430, Orange, California 92868
Tel' 714 939 1464 Fax 714 939 1462
Page 2
May 1, 2015
The City or Successor Agency may add additional future financings by written notice via email
to Harrell & Company Advisors
Harrell & Company Advisors will invoice the City and Successor Agency once annually upon
completion of all Annual Reports for a fiscal year, based on the following schedule
Tax Allocation Financings $1,500 first issue for a project area
500 each subsequent issue for project area
General Fund Lease Financings 1,000 each issue
Material Event Notices 50 each notice
If this proposal is acceptable, please execute below and return a copy by email Thank you
Very truly yours,
Suzanne Q Harrell
Accepted By
Authorized Representative, City of Huntington Beach
The City Tower, 333 City Boulevard West, Suite 1430, Orange, California 92868
Tel 714 9391464 Fax 714 939 1462
Attachment # 3
CITY OF HUNTINGTON BEACH
PROFESSIONAL SERVICES LISTING
FISCAL YEAR 2013114
Non -Departmental
DlvislonfFund
Description
_ AmomR
Citywide Expenses
Claims. Litigation and Auditing Services _
i 51,833,070
Debt Service & Transfers
Professional Services - Debt Services and Auditing Fees
$15,725_
RORF Administration (350)
Appraisal/Economk Ar is/ LegaMousing Compliance and Other
Profess'" $325.000
Housing Authority (220, 233 & 352)
Professional Services
$25,000
Total Professional Services
521867g6
Avail Balance 2,033,795
Amount Requested Vendor
Requester
Date
85,000
Jim Slobajan
2/1012014
30,000 NBS Gov Fin
Jim Slobajan
5/5/2014
10,000 Grant Writing
Teri Baker
5/1512014
15,000 Community Outreach
Julie Toledo
5/15/2014
5.000 Financial Advisory Ser Dahlia Bulosa
5/142014
20,000 Mquency, managemr Dahlia Buioss
5/142014
City of Huntington Beach
FY 13/14 Funds Available by Business Unit Report
5/15/2014
Object
FY 13114
FY 13/14
FY 13114
FY 13114
Account
Revised
Actual
Encumbrance
Available
70740101 - 2004 Judgment Obligation Bond
69300 - Professional Services
0.00
0.00
0.00
60000- OPERATING EXPENSES
0.00
0.00
0.00
88030 - Principal
900,000.00
900,000.00
0.00
0.00
88070 - Interest
121,000.00
69,500.00
0.00
51,500.00
88150-Arbitrage
500.00
500.00
500.00
-500.00
88010 - Debt Service Expenses
1,021,500.00
970,000.00
500.00
51,000.00
88000 - NON -OPERATING EXPENSES
1,021,500.00
970,000.00
500.00
51,000.00
50000-EXPENDITURES
1,021,500.00
970,000.00
500.00
51,000.00
City of Huntington Beach
FY 13/14 Funds Available by Business Unit Report
5/15/2014
Object
FY 13114
FY 13114
FY 13/14
FY 13/14
Account
Revised
Actual
Encumbrance
Available
35080202 -1999 Tax Allocation Bond
69365 - Other Professional Services
500.00
0.00
0.00
500.00
69300 - Professional Services
500.00
0.00
0.00
500.00
60000- OPERATING EXPENSES
500.00
0.00
0.00
500.00
88030 - Principal
465,000.00
0.00
465,000.00
88070 - Interest
277,789.00
85,787.92
0.00
192,001.08
88150 - Arbitrage
500.00
500.00
0.00
0.00
88160 - Payment to Fiscal Agent
848.00
848.00
0.00
0.00
88010 - Debt Service Expenses
744,137.00
87,135.92
0.00
657.001.08
88000 - NON -OPERATING EXPENSES
744.137.00
87.135.92
0.00
657,001.08
50000-EXPENDITURES
744.637.00
87.135.92
0.00
657,501.08
City of Huntington Beach
FY 13/14 Funds Available by Business Unit Report
6/15/2014
Object
FY 13114
FY 13114
FY 13/14
FY 13/14
Account
Revised
Actual
Encumbrance
Available
35080203 - 2002 Tax Allocation Bond
69365 - Other Professional Services
500.00
0.00
0.00
500.00
69300 - Professional Services
500.00
0.00
0.00
500.00
60000- OPERATING EXPENSES
500.00
0.00
0.00
500.00
88030 - Principal
1,040,000.00
0.00
1,040,000.00
88070 - Interest
600,438.00
173,454.76
0.00
426,983.24
88150 - Arbitrage
500.00
0.00
500.00
88160- Payment to Fiscal Agent
1,500.00
0.00
1,500.00
88010 - Debt Service Expenses
1,642,438.00
173,454.76
0.00
1,468,983.24
88000 - NON -OPERATING EXPENSES
1,642,438.00
173,454.76
0.00
1,468,983.24
50000-EXPENDITURES
1,642,938.00
173,454.76
0.00
1,469,483.24
City of Huntington Beach
FY 13/14 Funds
Available by Business Unit Report
5/15/2014
Object
FY 13/14
FY 13/14
FY 13/14
FY 13/14
Account
Revised
Actual Encumbrance
Available
40140105 - HBPFA 2010A
88030 - Principal
680,000.00
0.00
680,000.00
88070 - Interest
558,750.00
278,990.33
0.00
279.759.67
88010 - Debt Service Expenses
1,238,750.00
278.990.33
0.00
959,759.67
88000 - NON -OPERATING EXPENSES 1,238,750.00
278.990.33
0.00
959.759.67
50000-EXPENDITURES
1,238,750.00
278.990.33
0.00
959,759.67
City of Huntington Beach
FY 13/14 Fund Balance Report 5/15/14
Object FY 13/14 FY 13/14 FY 13/14 FY 13/14
Account Adopted Revised Encumbrance Actual
00707 - Debt Svc Judgment Oblig Bonds
10100 - Checking Account
(2,183)
10010 -POOLED CASH
(2,183)
10860 - Bond Fund
1,159
10800 - RESTRICTED CASH AND INV
1,159
13000 - Receivables
0
12000 - RECEIVABLES
0
10000 - ASSETS
(1,024)
20101 -Accounts Payable -Trade
20310- Unclaimed Warrants > 3 yrs
0
41,140
0
20100- CURR ACCRUED LIABILITIES
0
41,140
0
20000 - LIABILITIES
0
41,140
0
31100 - Unres Undes Fund Balance
(110)
31000 - BUDGETARY FUND EQUITY
(110)
30000 - TOTAL FUND EQUITY
(110)
42960 - Interest Income
1,134
42955 - USE OF MONEY AND PROP
49100- Operating Transfers In
(1,021,000)
(1,021,000)
1.134
(970,000)
49000 - NON -OPERATING REVENUE
11.021.0001
(1.021.0001
(970.0001
69300 - Professional Services
0
0
0
60000 - OPERATING EXPENSES
0
0
0
88010 - Debt Service Expenses
1,021,000
1,021,500
500 970,000
88000 - NON -OPERATING EXPENSES
1,021,000
1,021,500
500 970,000
50000-EXPENDITURES
1,021,000
1,021.500
500 970,000
Available 51,000
City of Huntington Beach
FY 13/14 Fund Balance Report 5115/14
Object FY 13/14 FY 13/14 FY 13/14 FY 13/14
Account Adopted Revised Encumbrance Actual
00350 - RORF
10100 - Checking Account 12,539,789
10000-ASSETS 0 29,514 36,003,709
20100 - CURR ACCRUED LIABILITIES (5,290,320)
27100 - Carr Indebtedness (3,072,929)
31000 - BUDGETARY FUND EQUITY
25,989,224
35010 - Nonspend Lfr Receivables
(38,686)
35020 - Nonspend Land Held for Resal
(5,978,104)
35000 - NONSPEDABLE FUND BALANCE
16.016.7901
40010 - PROPERTY TAXES
(5,655,611)
42960 - Interest Income
(52,263)
42980 - Loan Payments
(552)
43055 - Lease and Concession Income
(842,208)
42955 - USE OF MONEY AND PROP
(895,022)
46700- Other Agencies
(6,598,180)
(6,598,180)
46000- REVENUE FROM OTHER AGENCIES
(6,598,180)
(6,598,180)
48510 - Other
0
48100-OTHER REVENUE
0
49100 - Operating Transfers In
0
0
0
49000 - NON -OPERATING REVENUE
0
0
0
40000 - REVENUES
(6,598,180)
(6,598,180)
(6,550,633)
51100- Salaries -Permanent
234,560
234,560
112,908
53000 - Salaries - Overtime
0
54000 - Termination Pay Outs
6,760
55000 - Benefits
102,287
102,287
46,217
51000- PERSONAL SERVICES
336,847
336,847
165,885
63000- Equipment and Supplies
4,500
4,500
420
1,580
64520 - Repairs and Maintenance
0
0
68500 - Conferences and Training
5,000
5,000
0
3,481
69300 - Professional Services
325,000
388,811
34,134
144,651
69450 - Other Contract Services
95,179
98,652
3,473
0
70000-Rental Expense
6,000
6,000
1,695
2,889
75000- Payments to Other Governments
0
11,071,092
0
8,783
78000 - Expense Allowances
1,200
1,200
810
79000 - Other Expenses
0
0
0
60000 - OPERATING EXPENSES
436.979
11,575,254
39,721
162,195
88010 - Debt Service Expenses
5,797,575
5,796,575
0
615,704
88200- Transfers to Other Funds
0
70,118
70,118
88000 - NON -OPERATING EXPENSES 5.797.575 5.866.693 0 685.822
Available 16,725, 172
City of Huntington Beach
FY 13114 Fund Balance Report 5115/14
Object FY 13114 FY 13114 FY 13114 FY 13/14
Account Adopted Revised Encumbrance Actual
00401-Debt Svc HBPFA
10100 - Checking Account
17,769
10010 - POOLED CASH
17,769
10845 - Bond Reserve - 2010A
1,242,920
10845 - Bond Reserve - 2011A
3,087,553
10850 - Revenue Fund - 2010A
1
10900 - RESTRICTED CASH AND INV
4,330,475
13000 - Receivables
0
10000 - ASSETS 4,348,244
20101 -Accounts
20100 - CURR ACCRUED LIABILITIES
0
20000 - LIABILITIES
0
31100 - Unres Uncles Fund Balance
(4,350,234)
31000 - BUDGETARY FUND EQUITY
(4,350,234)
35200 - RESTRICTED FUND BALANCE
0
35600 -ASSIGNED FUND BALANCE
0
42955 - USE OF MONEY AND PROP 1,990
49100 - Operating Transfers In (5,540.844) (5,540,844) (913,433)
49000 - NON -OPERATING REVENUE (5.540.8441 (5.540.8441 (913.4331
88010 - Debt Service Expenses 5,540,844 5,540.844 0 913,433
88000 - NON -OPERATING EXPENSES 5.540.844 5,540,844 0 913,433
50000-EXPENDITURES 5.540,844 5,540,844 0 913,433
Available 4.627411
City of Huntington Beach
Funds Available Report
FY 13/14
Object Cumulative 14
Account Subsidiary Budget
FY 13/14
Cumulative 14 Cumulative 14 Cumulative 14
Actual Encumbrance Funds Availlable
FY 13/14 FY 13/14 FY 13/14
35080202 - 1999 Tax Allocation Bond
69365 - Other Professional Services 50000 000 000 50000
69300 - Professional Services 50000 000 000 50000
60000 - OPERATING EXPENSES 50000 000 000 50000
88030 - Principal 465,000 00 000 465,000 00
88070 - Interest 277,789 00 85,787 92 000 192,001 08
88150 - Arbitrage
50000
50000
000
000
88160 - Payment to Fiscal Agent
84800
84800
000
000
88010 - Debt Service Expenses
744,137 00
87,135 92
000
657,001 08
88000 - NON -OPERATING EXPENSES
744,137 00
87,135 92
000
657,001 08
50000 - EXPENDITURES --- 1
1744,63700
87,135 92
000 ''I"
657,501 08
35080203 - 2002 Tax Allocation Bond
69365 - Other Professional Services
50000
000
000
50000 ,V
69300 - Professional Services
50000
000
000
50000
60000 - OPERATING EXPENSES
50000
000
000
50000
88030 - Principal
1,040,000 00
000
1,040,000 00
88070 - Interest
600,438 00
173,454 76
000
426,983 24
88150 - Arbitrage
50000
000
500 00�
88160 - Payment to Fiscal Agent
1,50000
000
1,50000
88010 - Debt Service Expenses
1,642,438 00
173,454 76
000
1,468,983 24
88000 - NON -OPERATING EXPENSES
1,642,438 00
173,454 76
000
1,468,983 24
50000 -EXPENDITURES
1,642,938 00
1173,454 76
000
-1,469,483 24
40140105 - HBPFA 2010A
88030 - Principal
680,000 00
000
680,000 00
88070 - Interest
558,750 00
278,990 33
000
279,759 67
88010 - Debt Service Expenses
1,238,750 00
278,990 33
000
959,759 67
88000 - NON -OPERATING EXPENSES
1,238,750 00
278,990 33
000
959,759 67
50000 - EXPENDITURES
1,238,750 00
278,990 33
000
9599759 67
40140106 - HBPFA 2011A
88030 -Principal
3,030,000 00
000
3,030,000 00
88070 - Interest
1,272,094 00
633,842 51
000
638,251 49
88160 - Payment to Fiscal Agent
000
60000
000
(600 00)
88010 - Debt Service Expenses
4,302,094 00
634,442 51
000
3,667,651 49
88000 - NON -OPERATING EXPENSES
4,302,094 00
634,442 51
000
3,667,651 49
50000 - EXPENDITURES -_
= 4,302,094 00 _r
634,442 51 =_
0 00=
= 3,667,651 49
70740101 - 2004 Judgment Obligation Bond
69300 - Professional Services 000 000 000
60000 - OPERATING EXPENSES
000
000
000
88030 - Principal
900,000 00
900,000 00
000
000
88070 - Interest
121,000 00
69,500 00
000
51,500 00
88150 - Arbitrage
50000
50000
50000
(500 00)
88010 - Debt Service Expenses
1,021,500 00
970,000 00
50000
51,000 00
88000 - NON -OPERATING EXPENSES
1,021,500 00
970,000 00
50000
51,000 00
50000 - EXPENDITURES_-
1,02,1,500 00
970,000 00 =
-50000
51,000 00
5/9/2014 11 30 18 AM
Page 1 of 1
City of Huntington Beach
Transaction Report
RCceuM
S911166 Jaurnal
Gertanl Lrdgar
Addreas
Batch
OL Vale
Nmber
"ledger got Descnptmn Enlry Remark
Amount
Number
Type
Type Explanation
7/15/2011
40140103 69365
_ 75000 Other Professional Sewpes HARRELL & CO ADVISORS LLC Other Professional Sarvs s
40813
V
71151Wo11
40140103 69365
1250 Other Prolassonat Sewpas HARRELL & CO ADVISORS LLC Other Profassional Sarvpes
40813
V
711st2411
40140104 09365
1250 Other Profesiv o al Sewpes HARRELL & CO ADVISORS LLC Other Profassional Sams
40B11
V
7115/2011
40780201 69365
1 525 00 Other Professional Sewpes HARRELL & CO ADVISORS LLC Other Professional Sevices
40813
V
711512011
407002132 69365
MOD Other Professional Ser,cas HARRELL A CO ADVISORS LLC Other Profess onal Serve s
40813
V
7115t2011
70740101 09365
25 00 Other Pfolesaional Services HARRELL & CO ADVISORS LLC Other Profess anal Serv"s
40913
V
7Y23r2012
IW202 69365
1 500 00 Otter Professional $awou HARRELL & CO ADVISORS LLC 1999 lax allxalion bonds
40B13
V
71231Z012
350d0203 86160
27500 Payment to F�l Agent HARRELL & CO ADVISORS LLC 2002 tax afixalion bonds
40813
V
71281ZO12
40140106 69868
15000 Other Profassional Sewicas HARRELL & CO ADVISORS LLC Sat up 2011 saves A hands
40913
V
712W2012
70740161 69355
750 DO Other Pmre isronal Sewow HARRELL & CO ADVISORS LLC 2004 Judgment Obigahon Sonds 40813
V
7r26LW12
70740101 60366
2500 Other Prmlessionel Sewcae HARRELL & CO ADVISORS LLC tralaratl avant niche
40813
V
7122f2013
35080202 69365
1 525 00 Other Professional Sarv"S HARRELL & CO ADVISORS LLC 1999 tea allocation bonds
40813
V
7r22I2013
35080203 69365
200 00 Other Profeewrlal Sarvhm HARRELL & CO ADVISORS LLC 2602 tax almcaban bonds
40813
V
&1512013
70740101 09365
825 00 Other Ptofess"at Servpas HARRELL & CC ADVISORS LLC 2004_2010_2011 Bonds
40913
l+
IMI12013
3SOW202 69365
5DO 00 Other PwFaswrol Samoss HARRELL & CO ADVISORS LLC Fee for Moudl 's Report Ftla1g
40813
V
to12112013
35080203 69365
500 00 Other Professional Sews HARRELL & CO ADVISORS LLC Fee far Moody Report Fling
40813
V
MAIN IOTA
002500
Batch Batch Doom Da Ument Line
Number Date �� Number Purchase Order £xte"Him
237909 FYI 5nO11 PV 372975 OW17455
237969 7/1512011 PV 372977 W017455
237969 711&2011 PV 372977 OW17455
237969 7/1512011 PV 372978 00017465
237969 7M512D11 PV 572979 D0017455
237969 7M&2D11 PV 372977 00017455
282018 7/2312012 PV 412888 0004473E
282018 723Y2012 PV 412809 00044338
282515 7/282012 PV 414419 OD044410
282615 7126M12 PV 414418 ODW409
282615 712612012 PV 414420 00D44409
322510 7/2202013 PV 454725 00047085
322510 71222013 PV 454728 00D47OW
3251149 0/15/2013 PV 457016 00047274
332832 10/2112013 PV 465565 D0047659
332832 ID2112013 PV 465565 O0047859
Rexar
Invowe Number lnaace Date sa or
Vold
2001 SERIES A LEASE BONDS
6/1572011
FILING OF EVENT NOTICES
611612011
FILING OF EVENT NOTICES
6115/2011
1999 TAX ALLOCATION BONDS
6115120t 1
20U TAX ALLOCATION BONDS
8115f2011
FILING OF EVENT NOTICES
6115f2011
1999 TAX REFUNDING BONDS
6r2WO12
2W2 TAX REFUNDING BONDS
0125/2012
2011 SERIES A BONDS
7112WI2
2W4 JUDGEMENT BONDS
711212012
FILING OF MATERLAL EVENT
711ZW12
IDW TAM REFUNDING BONDS
511012W3
2009J TAX REFUNDING BONDS
5110M11
2004 JUDGMENT BONDS
702013
FILING MOODY S SPEC RPT
7t31r2013
FILING MOODY S SPEC RPT
7/3112013
5/9/2014 11 18 01 AM Page 1 of 1