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Harrell & Company Advisors, LLC - 2009-07-07
Name of Contractor: Harrell & Company Advisors, LLC Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake — Huntington Central Park Financial Advisory Services Copy of contract distributed to: The original insurance certificate/waiver distributed t Initiating Dept. ❑ o Risk Management ❑ Finance Dept. ❑ ORIGINAL bonds sent to Treasurer ❑ Date: Name E en ion City Attorney's Office G:AttyNtisc/Contrast Forms/City Clerk Transmittal 1 2 3 4 5 6 7 8 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, LLC FOR FINANCIAL ADVISORY SERVICES Table of Contents Scopeof Services.....................................................................................................I 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 IndependentContractor............................................................................................6 Termination of Agreement.......................................................................................6 Assignmentand 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 Attorney's Fees..........................................................................................................10 Survival.....................................................................................................................10 GoverningLaw.........................................................................................................10 Signatories.................................................................................................................10 Entirety......................................................................................................................10 EffectiveDate................................................................................. I I PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND HARRELL & COMPANY ADVISORS FOR FINANCIAL ADVISORY 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, a Limited Liability Company hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide financial advisory services; 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: 1. 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 12-07 1 of 11 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 % , 200q (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 three (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 111B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Thirty -Thousand Dollars ($30,000.00). 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 12-07 2 of 11 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/professional svcs to $49 12-07 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 12-07 4 of 11 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 parry, 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. agree/surfnet/professional sves to $49 12-07 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 svcs to $49 12-07 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 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: Kellee Fritzal 2000 Main Street Huntington Beach, CA 92648 agree/surfnet/professional svcs to $49 12-07 7 of I 1 TO CONSULTANT: Suzanne_ Harrell Harrell _&_ Company _ Advisors 3 3 3 _C ity_B oulevard_W e st, Suite_ 143 0 Orange_California _92868 714.939.1464 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/professional Svcs to $49 12-07 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/professional Svcs to $49 12-07 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. CONSULTANT's initials 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 agree/surfnet/professional svcs to $49 12-07 10 of 11 behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of COvu(-}UI COV$ , L1-C_. California T� COMPANY NAME I: -tom _ "Iml , print name ITS: (circle one) Chairm residen ice President AND By: r aVU 1� O-et Vie ( I r ame ITS: (circle on Secreta hief Financial Officer/Asst. Secretary — Treasurer agree/surfnet/professional svcsto $49 12-07 11 of l l Economic Dev opment irector ( ursuant To HBMC §3.03.100) APPROVED AS TO FORM: -710 City Attorney Date '6 (L> 2 �� EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Harrell & Company Advisors, LLC will provide financial advisory services to the City on an as - needed basis. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: I. The scope of services includes a wide array of financial advisory services. These services include (but are not limited to) providing financial advisory services for a variety of debt issues (both new and refunding issues), providing guidance for financing programs for on -going and new programs, and current new projects; assisting in developing and maintaining assisting in developing and maintaining an Agency long-term financial plan for both operating programs; on- going operational costs as well as or developer assistance, projecting tax increment revenue, assisting in developing financial condition factors to evaluate the City's or Agency's financial condition, providing financial analysis and guidance regarding the feasibility of the City's or Agency's participation in public -public or public -private partnerships where respective financial interests must be determined, providing analyses of and recommending alternatives for the impact of state and national legislation, providing analyses and guidance regarding the feasibility of the City's or Agency's implementation of or a continuation in a City service or program, and reviewing development proposals for feasibility. II. The consultant is expected to be available on a continuing, short -notice basis, to provide immediate responses to requests for guidance or answers to questions from the Director of Economic Development or their designee. In order to provide these immediate responses, it is expected that the consultant will gain a complete working knowledge of the City's financial structure and condition with thirty (30) days from the date the contract is awarded for financial advisory services. In order to keep abreast of the City's financial condition and maintain the knowledge about the City's financial structure the consultant is expected to attend budget workshops, City Council meetings, review the Comprehensive Annual Financial Report, read City Council minutes and request staff reports from the City Clerk as necessary. C. CITY'S DUTIES AND RESPONSIBILITIES: City will provide vendor with detailed scope of work for each assignment. D. WORK PROGRAM/PROJECT SCHEDULE: The consultant will provide a timeline for each assignment requested. Surfnet Exhibit A Payment Schedule 1. CONSULTANT shall be entitled to monthly payments for work performed under this contract on a not -to -exceed basis. A. Total fees shall not exceed thirty thousand dollars ($30,000.00). CONSULTANT agrees to inform the CITY when CONSULTANT is at the point of reaching the maximum limit. The fee for financial advisory services will be based of the following fees: City shall pay consultant for the productive hours of time spent by consultant in the performance of the services described in Sections I and II of Exhibit A as herein required, at a rate of Two Hundred Dollars ($200) per hour for the Principal, Suzanne Q. Harrell. The consultant shall be reimbursed for actual travel and other out-of-pocket costs that are incurred in performing the services described in Sections I and II of Exhibit A. Such reimbursement shall not exceed five hundred dollars. ($500). 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. Surfnet Exhibit B EXHIBIT B 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. Surfnet Exhibit B EXHIBIT B su ity INSURANCE AND INDEMNIFICATION WAIVER f#Un & MODIFICATION REQUEST RECF 1. Requested by: Economic Development JUN 2 4 20 09 2. Date: June 18, 2009 City of Huntington aeacn 3. Name of contractor/permittee: Harrell & Company City Attorney's office 4. Description of work to be performed: Financial Advisory Services 5. Value and length of contract: 3 years, $30,000.00 6. Waiver/modification request: See Attached 7. Reason for request and why it should be granted: Company has a $25,000 Deductible on their professional liability, which is more than our resolution and the contract allows 10 000 . 8. Identify the risks to the City in approving this waiver/modification: n/a nt Head Signature 6fc�)Q .-- - Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval from the City ministrator's Offi is only required if orn Risk Management and the Cit ey's Of. e . 1. i Management Approved ❑ Denie Si. atur Dafe 2. �KCity Attorney's Office Approved ElDeni 3. City Administrator's Office ❑ Approved ❑ Denied Signature 2. d=j Date 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 Administrative Services waiver form 6/18/2009 11:U2:UU AM ACCRA CERTIFICATE OF LIABILITY INSURANCE 08/18/z s' PRODUCER (714) 619-4480 FAX (714) 619-4481 Robert E. Harris Insurance Agency, Inc. Li c . #0216736 3150 Bristol Street, Suite 200 Costa Mesa, CA. 92626 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Harrell & Company Advisors LLC 333 City Blvd West #1430 Orange, CA 92868 INSURERA: Maryland Casualty INSURERB. Philadelphia Indemnity Insurance,Co INSURERc: Employers Compensation Insurance Company INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE PCLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR' DUN TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS GENERAL LIABILITY PAS36750058 08/22/2008 08/22/2009 EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PRFMISFq (Fa orniranr $ 2,000,000 CLAIMS MADE a OCCUR MED EXP (Any one person) $ 10,000 A PERSONAL &ADV INJURY $ Excluded GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. PRODUCTS - COMP/OP AGG $ 4,000,000 X POLICY PROJECT LOC AUTOMOBILE LIABILITY ANY AUTO SAME AS ABOVE COMBINED SINGLE LIMIT - (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ A ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS \ 0FORM rX BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ I R lVg,, �,Z„�, 'i" � GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGG $ ANY AUTO $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ WORKERS COMPENSATION AND EIG1102675-00 08/29/2008 08/29/2009 X I WCSTATU- OTH- C EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 B Professional Liability laims Made Form PHS0351739 08/22/2008 08/22/2009 $3,000,000 Per Occurrence $3,000,000 Aggregate $25,000 Deductible each claim DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS The City of Huntington Beach, it's agents, officers and employees are named as an Additional Insured as heir interest may appear as respects operations of the Named Insured for General Liability only. Except 10-days notice of cancellation in the event of non-payment of premium. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of Huntington Beach & Redevelopment EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL Agency of The City of Huntington Beach * 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Attn • Daniel T . Vi l l el l a BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 2000 Main Street OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. Huntington Beach, CA 92648 AUTHORIZED REPRESENTATIVE Michelle Vandervoort ACORD 25 (2001/08) ©ACORD CORPORATION 1988 j Professional Service Contracts Purchasing Certification 1. Date: 6/25/2009 2. Contract Number: ECD 009-024-00 3. Department: Economic Development 4. Requested by: Nova Punongbayan 5. Name of consultant: Harrell & Company 6. Attach the written statement of the specification, conditions, and other requirements for the requested services provided to solicited consultants. This is an Inter -Agency Agreement permissible through Municipal Cade 3.03.0 0 (b). (. " � /" %� t ee l ei 5 =1' �t� �% t �.c��: je. ec j 1-c y/r l'o4 c. i 7. Amounf of fhe contract: $30,000.00 8. Are sufficient funds available to fund this contract?' ® Yes ❑ No 9. Is this contract generally described on the list of professional service contracts approved by the City Council?' Z Yes ❑ No 10. Business Unit and Object Code where funds are budgeted: 30580101.69325 11. Is this contract less than $50,000? ® Yes ❑ No 12. Does this contract fall within $50,000 and $100,000? ❑ Yes ® No 13. 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 contract.) 14. Were formal written proposals requested from at least three available qualified consultants? ® Yes ® No 15. Attach list of consultants from whom proposals were requested (including a contact telephone number). N/A 16. Attach proposed scope of work. See Exhibit A 17. Attach proposed payment schedule. See Exhibit B -A. .,. Department,H d Si nature RIC RD MADRIL Central Services Manager 1. If the answer to this question is "No," the contract will require approval from the City Council. AGREEMENT NO. A-2735 CONTRACT FOR CONSULTANT SERVICES BETWEEN THE CITY OF PALMDALE, THE COMMUNITY REDEVELOPMENTAGENCY THE CITY OF PALMDALE AND HARRELL & COMPANY ADVISORS, THIS CONTRACT FOR CONSULTANT SERVICES ("Contract" herein) is made and entered into this 1st day of May, 2009 by and between the City of Palmdale, and the Community Redevelopment Agency for the City of Palmdale, Death public bodies corporate and politic, (hereinafter jointly referred to as "CITY"), and HA RELL & COMPANY ADVISORS, LLC a Limited Liability Company organized in the stag: of California (hereinafter called "CONSULTANT"). WHEREAS, City desires to engage CONSULTANT to provide certain consultant services; and WHEREAS, CONSULTANT represents that CONSULTANT has the expertise and is qualified to perform the services described in this Contract. And, if rewired, is duly registered under the laws of the State of California, and WHEREAS, CONSULTANT desires to accept such engagement. NOW, THEREFORE, the parties agree as follows: 1.1 The City hereby engages CONSULTANT, and CONSULTANT accepts such engagement, to provide financialadvice and services, as set forth in more detail in the ".Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. CONSULTANT shall perform and complete all such work and services in a manner satisfactory to CITY. 1.2 Project deliverables shall be reviewed and approved by CITY to determine acceptable completion. CITY shall have the right to review and inspect the work during the course of its p rforrnance at such times as may be specified by CITY. 13 CONSULTANT shall not accept any change of scope, or change in contract provisions, unless issued in writing, as a contract change order or amendment and signed by CITE`. Any extensions of time must be mutually agreed upon in writing and executed by Moth parties. Page 1 of I C! FU2 , - 0712006 CAO Final - Do Not Mo0y T�h its Docui:^.ie=, MI:hout Approval of the City Atiorney's Office Agreement No. 2735 1.4 CITY shall provide to CONSULTANT, without charge, all data, program information, including reports, records, maps and other information, now in CITY's possession, which may facilitate the timely performance of the work. 2 CITY PROJECT MANAGER To provide the services required by this Contract, CONSULTANT shall act under the authority and approval of a Project Manager appointed by CITY. The City Project Manager will oversee the work under this Contract, assist CONSULTANT with any necessary information, audit billings, and approve payments. CONSULTANT shall channel reports, deliverables and special requests through the City Project Manager. 3 CONSULTANT'S KEY PERSONNEL CONSULTANT's Team and Key Personnel are set forth in Exhibit C which is attached hereto and incorporated herein by reference. This Consultant Services Contract has been awarded to CONSULTANT based -on its representation that those personnel and subcontractors submitted as part of its Statement of Qualifications and listed in Exhibit C attached hereto and incorporated herein by reference will perform the portions of the work listed on said Exhibit C. CONSULTANT shall not deviate nor substitute any of these team members without prior written approval by CITY. 4 TERM. The term of this Contract is two (2) months commencing on the May 1, 2009. 5 TAXES 5.1 CONSULTANT shall pay all sales, consumer, use, and other similar taxes required to be paid by CONSULTANT in accordance with state and local laws. 5.2 CONSULTANT is an independent contractor and shall have no power or authority to incur any debt, obligation or liability on behalf of CITY. No person employed by CONSULTANT or acting on its behalf, in connection with this Contract shall be considered the Agent or employee of CITY. 5.3 CONSULTANT shall be required to obtain a current City of Palmdale business license, as required by the Palmdale Municipal Code, before an Authorization to Proceed is issued. 6 PATENT FEES AND ROYALTIES CONSULTANT shall pay all license fees and royalties and assume all costs incident to the use, in the performance of the work or the incorporation in the work of any invention, design, process, product or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product or device is specified by CITY for use in the performance of the work and if, to the actual knowledge of CITY, its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by CITY in the contract documents. CONSULTANT shall indemnify and Agreement with HARRELL & COMPANY ADVISORS, LLC Page 2 of 15 Form Consultant Services not design Approved 6-19-07 (Do not modify without City Attorney approval) Agreement No. 2735 hold harmless CITY and anyone directly or indirectly employed by CITY from and against all claims, damages, losses and expenses (including attorneys' fees) arising out of any infringement of patent rights or copyrights incident to the use in the performance of the work, or resulting from the incorporation in the work of any invention, design, process, product or device not specified by CITY, and shall defend all such claims in connection with any alleged infringement of such rights. 7 STANDARDS OF PERFORMANCE CONSULTANT shall be responsible for the completeness and accuracy of its services and work and documents resulting therefrom, and CITY shall not be responsible for discovering deficiencies therein. CONSULTANT shall correct any such deficiencies or errors without additional compensation and without cost to CITY, except to the extent any such deficiency is directly attributable to deficiencies in CITY -furnished information. 8 CONSULTANT'S PERSONNEL. 8.1 All services required under this Contract shall be performed by CONSULTANT, or under CONSULTANT'S direct supervision, and all personnel shall possess the qualifications, permits and licenses required by State and local law to perform such services. 8.2 CONSULTANT shall be solely responsible for the satisfactory work performance of all personnel engaged in performing services required by this Contract, and compliance with all reasonable performance standards established by CITY. 8.3 CONSULTANT shall be responsible for payment of all CONSULTANT's employees' and subcontractor's wages and benefits, and shall comply with all requirements pertaining to the employer's liability, workers' compensation, unemployment insurance, and Social Security. 8.4 CONSULTANT shall indemnify and hold harmless CITY, and its respective officers, agents and employees from and against all claims, demands, damages or costs arising from CONSULTANT's acts or omissions with respect to any liability, damages, claims, costs and expenses of any nature arising from alleged violations of personnel practices. 9 COMPENSATION. 9.1 CITY shall pay to CONSULTANT an amount not to exceed Five Thousand dollars ($5,000) for the completion of all the work and services described herein, which sum shall include all costs or expenses incurred by CONSULTANT, payable as set forth in Exhibit B, attached hereto and made a part hereof by reference. 9.2 No work shall be performed by CONSULTANT in excess of the total contract price without prior written approval of CITY. Total contract price includes Agreement with HARRELL & COMPANY ADVISORS, LLC Page 3 of 15 Form Consultant Services not design Approved 6-19-07 (Do not modify without City Attorney approval) Agreement No. 2735 expenses related to travel to and from CITY to meet with City and to appear, if so required, before City Council or any other board or commission of CITY. 9.3 CONSULTANT shall maintain adequate records and shall permit inspection and audit by CITY of CONSULTANT's charges under this Contract. CONSULTANT shall make such records available to CITY during normal business hours upon reasonable notice. Nothing herein shall convert such records into public records, and they will be available only to CITY and any specified public agencies. Such records shall be maintained by CONSULTANT for one (1) year following completion of the work under this Contract unless a longer period of time is required by state or federal law, in which event CONSULTANT shall retain its records for the time required by such laws. 9.4 No payment made hereunder by CITY to CONSULTANT, shall be construed as an acceptance by CITY of any work or materials, nor as evidence of satisfactory performance by CONSULTANT of its obligations under this Contract. 10 INDEMNIFICATION Consultant agrees to indemnify, defend and hold harmless CITY, its officers, agents and employees, from and against all claims, losses, obligations, or liability which arise out of, or are in any way related to, the CONSULTANT's acts, errors or omissions, or those of its employees or agents under Agreement. 11 INSURANCE 11.1 CONSULTANT, at its expense, shall maintain in effect at all times during the performance of work under this Contract not less than the following coverage and limits of insurance, which shall be maintained with insurers listed "A" or better in the Best's Insurance Guide and authorized to do business in the State of California. Proof of Insurance, as identified in Section 11.8, must be reviewed and accepted by the City Attorney. 11.1.1 Workers' Compensation and Employer's Liability -Workers' Compensation —coverage as required by law. -Employer's Liability —limits of at least $100,000.00 per occurrence. 11.1.2 Professional Liability Insurance -The amount of $1,000,000 with no deductible, or; - Comparable alternative as determined by the City Attorney 11.1.3 Commercial General Liability (including Auto Liability) -Combined Single Limit—$1,000,000.00 -The commercial general liability policy shall include, but not be limited to, coverage for bodily injury, property damage, and automobiles, all of Agreement with HARRELL & COMPANY ADVISORS, LLC Page 4 of 15 Form Consultant Services not design Approved 6-19-07 (Do not modify without City Attorney approval) Agreement No. 2735 which may be combined in a single policy with a combined single limit of $1,000,000. 11.2 All of CONSULTANT's policies shall contain an endorsement providing that written notice shall be given to CITY at least thirty (30) calendar days prior to termination, cancellation or reduction of coverage in the policy. 11.3 Policies providing for bodily injury and property damage coverage shall contain the following: A. An endorsement extending coverage to the City as an additional insured, in the same manner as the named insured, as respects liability arising out of the performance of any work under the Contract. Such insurance shall be primary insurance as respects the interest of the City, and any other insurance maintained by the City shall be considered excess coverage and not contributing insurance with the insurance required hereunder. B. "Severability of Interest" clause. 11.4 Promptly on execution of this Contract, and prior to commencement of any work, CONSULTANT shall deliver to CITY copies of all required policies and endorsements to the required policies. 11.5 The requirements as to the types and limits of insurance to be maintained by CONSULTANT are not intended to and shall not in any manner limit or qualify CONSULTANT's liabilities and obligations under this Contract. 11.6 Any policy or policies of insurance that CONSULTANT elects to carry as insurance against loss or damage to its equipment and tools or other personal property used in the performance of this Contract shall include a provision waiving the insurer's right of subrogation against CITY. 11.7 All insurance coverages must be maintained throughout the duration of this Contract. 11.8 Acceptable Proof of Insurance: 11.8.1 ACORD Certificate of Insurance listing all coverages, limits, deductibles and insureds; and blanket endorsements for all applicable coverages if agent has authority to issue it; or 11.8.2 Binders of insurance for all coverages. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverages must be submitted to the City Attorney. 11.9 Notwithstanding any other provision of this Contract, CITY may immediately terminate this Contract if, at any time CONSULTANT fails to maintain the required insurance for any period of time or fails to comply with any of the insurance requirements listed above. Agreement with HARRELL & COMPANY ADVISORS, LLC Page 5 of 15 Form Consultant Services not design Approved 6-19-07 (Do not modify without City Attorney approval) Agreement No. 2735 12 TERMINATION WITHOUT CAUSE CITY reserves the right to terminate this Contract or any part thereof for its sole convenience with fifteen (15) days written notice. In the event of such termination, CONSULTANT shall immediately stop all work hereunder, and shall immediately cause any of its suppliers and subconsultants to cease such work. CONSULTANT shall also surrender to CITY all finished or unfinished documents or programs and other materials which shall be City's property. As compensation in full for services performed to the date of such termination, the CONSULTANT shall receive an amount equal to the value of the work completed as of the termination date in accordance with the fee schedule or as negotiated between the parties. In no event shall the amount payable upon termination exceed the total maximum compensation provided for in this Contract. 13 TERMINATION FOR CAUSE. 13.1 If the City determines that the CONSULTANT has failed to supply an adequate working force, or to provide services of proper quality, or has failed in any other respect to satisfactorily perform the services specified in this Contract, the City shall give written notice to the CONSULTANT specifying all defaults to be remedied within thirty (30) days. Such notice shall set forth the basis for the City's dissatisfaction and suggest corrective measures. If, after thirty days, the CONSULTANT has failed to implement the corrective measures, the City may elect to terminate this Contract, in whole or in part. 13.2 In the event the City terminates this Contract in whole or in part as provided herein above, the City may procure, upon such terms and in such manner as it may deem appropriate, services similar to those terminated. 13.3 If this Contract is terminated as provided above, the City may require the CONSULTANT to provide all finished or unfinished documents, data, studies, software, drawings, maps, photographs, reports, etc., prepared by the CONSULTANT. Upon such termination, the CONSULTANT shall be paid an amount equal to the value of the services provided and work performed as of the date of termination. Such payment by the City may take into consideration the costs associated with hiring another CONSULTANT to complete the services. In the event no new CONSULTANT is employed, the CONSULTANT shall be paid an amount equal to the value of the work performed. In ascertaining the value of the work performed up to the date of termination, consideration shall be given to both completed work and work in progress, to complete and incomplete documents when such are delivered to CITY, and to authorized reimbursement expenses. The above is in addition to any other remedies available by law or equity to the City. 13.4 If, after notice of termination of the Contract under the provisions of this Section 13, it is determined, for any reason, that CONSULTANT was not in default, or that the default was excusable, then the rights and obligations of the parties Agreement with HARRELL & COMPANY ADVISORS, LLC Page 6 of 15 Form Consultant Services not design Approved 6-19-07 (Do not modify without City Attorney approval) Agreement No. 2735 shall be the same as if the notice of termination had been issued pursuant to Section 12. 14 DISPUTE RESOLUTION All claims, disputes and other matters in question between CITY and CONSULTANT arising out of, or relating to this Contract, or the breach thereof shall, to the extent reasonably feasible, be resolved through good faith negotiations between the parties. 15 OWNERSHIP OF DOCUMENTS All documents, including, but not limited to, research, field notes, investigations, analysis and studies which are prepared in the performance of this Contract are tc be, and remain the property of CITY. CONSULTANT shall furnish CITY, upon its request, originals or reproducible or electronic copies of reports, studies and of all other documents listed above. 16 SUBCONTRACTING, DELEGATION AND ASSIGNMENT 16.1 CONSULTANT shall not delegate, subcontract or assign its duties or rights hereunder, either in whole or in part, without the prior written consent of CITY; provided, however, that claims for money due or to become due to CONSULTANT from CITY under this Contract may be assigned to a bank, trust company or other financial institution without such approval. Any proposed delegation, assignment or subcontract shall provide a description of the services covered, identification of the proposed assignee, delegee or subcontractor, and an explanation of why and how the same was selected, including the degree of competition involved. Any proposed agreement with an assignee, delegee or subcontractor shall include the following: A. The amount involved, together with CONSULTANT's analysis of such cost or price; and B. A provision requiring that any subsequent modification or amendment shall be subject to the prior written consent of CITY. C. The requirement to hire only those persons authorized by federal law to work in the United States. 16.2 Any assignment, delegation or subcontract shall be made in the name of CONSULTANT and shall not bind or purport to bind CITY and shall not release CONSULTANT from any obligations under this Contract including, but not limited to, the duty to properly supervise and coordinate the work of employees, assignees, delegees and subcontractors. No such assignment, delegation or subcontract shall result in any increase in the amount of total compensation payable to CONSULTANT under this Contract. 17 NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY 17.1 In performance of this Contract, CONSULTANT shall not discriminate against any employee, subcontractor or applicant for employment because of sex, Agreement with HARRELL & COMPANY ADVISORS, LLC Page 7 of 15 Form Consultant Services not design Approved 6-19-07 (Do not modify without City Attorney approval) Agreement No. 2735 color, race, religion, ancestry, national origin, disability, medical condition, marital status, sexual orientation or age. CONSULTANT will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their sex, color, race, religion, ancestry, national origin, disability, medical condition, marital status, sexual orientation or age. Affirmative action relating to employment shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 17.2 The provisions of subsection 17.1 above shall be included in all solicitations or advertisements placed by or on behalf of CONSULTANT for personnel to perform any services under this Contract. CITY shall have access to all documents, data and records of CONSULTANT and its subcontractors for purposes of determining compliance with the equal employment opportunity and non-discrimination provisions of this Section, and all applicable provisions of Executive Order No. 11246 which is incorporated herein by this reference. A copy of Executive Order No. 11246 is available for inspection at, and on file with, the Palmdale City Clerk's Office. 18 FINANCIAL INTEREST CERTIFICATION 18.1 CONSULTANT warrants that no person has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee; and that no officer or employee of the CITY has any interest, financially or otherwise, in CONSULTANT's firm. 18.2 For breach or violation of this warranty, CITY shall have the right to annul this Contract without liability, or at its discretion to deduct from the Contract Price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. 19 CONFLICT OF INTEREST 19.1 CONSULTANT stipulates that its officers and employees do not now have a conflict of interest and it further agrees for itself, its officers and its employees that it will not contract for or accept employment for the performance of any work or services with any individual business, corporation or government unit that would create a conflict of interest in the performance of its obligations pursuant to this Contract or which would cause CONSULTANT to be "financial interested" (as provided in California Government Code Section 1090 et seq. or 87100 et seq.) in any contract or decision made by CITY on any matter. 19.2 CONSULTANT shall not employ any City official or employee to perform any work required pursuant to this Contract. 19.3 If CONSULTANT is a registered professional engineer or licensed land surveyor and the scope of work requires CONSULTANT'S recommendation of the actual formula to spread the costs of an assessment district's Agreement with HARRELL & COMPANY ADVISORS, LLC Page 8 of 15 Form Consultant Services not design Approved 6-19-07 (Do not modify without City Attorney approval) Agreement No. 2735 improvements, then CONSULTANT shall not participate in making that recommendation if the additional elements set forth in Government Code section 87100.1(c) apply. Those additional elements are: (1) CONSULTANT has received income of $250 or more for professional services in connection with any parcel included in the benefit assessment district within 12 months prior to the creation of the district; and (2) the district includes other parcels in addition to those parcels for which CONSULTANT received the income. In the event a conflict of interest does arise in that context, City shall select a different CONSULTANT to recommend the actual formula to spread the costs of the assessment district's improvements and the costs of such services shall be deducted from the compensation to be paid to CONSULTANT. 19.4 To the extent required by the City Manager/designee, CONSULTANT shall complete and file with the City Clerk a Form 700 Statement of Economic Interests disclosing any reportable property interests, income, gifts, investments or business positions. 20 COMPLIANCE WITH LAW 20.1 CONSULTANT shall comply with all state and federal laws, including but not limited to, the requirement to hire only those persons authorized by federal law to work in the United States. If CONSULTANT uses any subcontractors to complete this Contract, this same requirement shall be included in all subcontracts and strictly enforced by CONSULTANT. 20.2 The law of the state of California shall govern this Contract. The venue of any legal action, either formal or informal, shall be the County of Los Angeles. 21 NOTICES Any notice required under this Contract shall be in writing, addressed to the appropriate party at its address on the signature page and given personally or by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. 22 ENTIRE CONTRACT AND AMENDMENTS 22.1 This Contract is the complete agreement between the parties and supersedes all prior proposals, agreements, and understandings between the parties and may not be modified or terminated orally. 22.2 No attempted waiver of any of the provisions hereof, nor any modification in the nature, extent or duration of the work to be performed by CONSULTANT hereunder, shall be binding unless in writing and signed by the party against whom the same is sought to be enforced. 22.3 The failure of any party to enforce against another party any provision of this Contract shall not constitute a waiver of that party's right to enforce such a provision at a later time, and shall not serve to vary the terms of this Contract. Agreement with HARRELL & COMPANY ADVISORS, LLC Page 9 of 15 Form Consultant Services not design Approved 6-19-07 (Do not modify without City Attorney approval) Agreement No. 2735 23 ATTORNEY FEES If any action at law or in equity is brought to enforce or interpret any provisions of this Contract, the prevailing party in such action shall be entitled to reasonable at orne 's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded. In Witness Whereof, the parties hereto have caused this Contract to be executed and attested by their respective officers thereunto duly authorized. CITY. CONSULTANT: CITY OF PALMDALE/COMMUNITY HARRELL & COMPANY ADVISORS, LL REDEVELOPMENT AGENCY FOR THE CITY OF PAL ALE. 3 ' f Stephen H. Williams Date 9 zarine C . N�rrell, mate City Manager/Executive Director Managing Director ADDRESS FOR NOTICE • a - 7-5440 APPROVE AS TO FORM: / ' F '""M � ,att hw'T1:Ithca fty Attorn6y A,`TET: ` a Hancock, y Clerk ADDRESS FOR NOTICE: A RELL & COMPANY ADVISORS, LL 333 City Boulevard West, Smite 1430 Orange, CA 92868 { 14-939-14 4 ATTEST: If Corporation Agreement with HARRELL & COMPANY VIS , LLC Page 10 cif 1 € omn consultant Services not design Approved 6-19-07 (Do not r-smdity without City Attorney approva.) Agreement No. 2735 Exhibit A Scope of Services The scope of services includes a wide array of financial advisory services. These services include (but are not limited to) providing financial advisory services for a variety of debt issues (both new and refunding issues), providing guidance for financing programs for on -going and new programs, and current and new projects; assisting in developing and maintaining a long-term financial plan for both operating programs; on- going operational costs as well as capital projects for the City, assisting in developing financial condition factors to evaluate the City's financial condition, providing financial analysis and guidance regarding the feasibility of the City's participation in public -public or public -private partnerships where respective financial interests must be determined, assisting in the development of investment strategies, policies and programs, providing analyses of and recommending alternatives for the impact of state and national legislation, providing financial analyses and guidance regarding the feasibility of the City's implementation of or a continuation in a City service or program, and assisting in gathering and preparation of SEC required continuing disclosure materials. The consultant is expected to be available on a continuing, short -notice basis, to provide immediate responses to requests for guidance or answers to questions received from the City Manager or Finance Director. In order to provide these immediate responses, it is expected that the consultant will gain a complete working knowledge of the City's financial structure and condition within thirty [301 days from the date the contract is awarded for financial advisory services. Due to limited available City staff time, the consultant's staff will be expected to gather and photocopy materials that the consultant will require in order to gain and maintain the required knowledge about the City's financial structure and condition on a continuing basis to keep abreast of the City's financial condition such as attending budget workshops, City Council meetings as necessary, reviewing the Comprehensive Annual Financial Report, reading the City Council minutes and requesting staff reports from City Clerk as necessary. Agreement with HARRELL & COMPANY ADVISORS, LLC Page 11 of 15 Form Consultant Services not design Approved 6-19-07 (Do not modify without City Attorney approval) Agreement No. 2735 Exhibit B COMPENSATION CITY shall pay CONSULTANT for the productive hours of time spent by CONSULTANT in the performance of the services described in Sections I and II of Exhibit A as herein required, at the rate of Two Hundred Dollars ($200) per hour for the Principal, Suzanne Q. Harrell. The CONSULTANT shall be reimbursed for actual travel and other out-of-pocket costs that are incurred in performing the services described in Sections I through III of Exhibit A. Such reimbursement shall not exceed five hundred dollars ($500). Agreement with HARRELL & COMPANY ADVISORS, LLC Page 12 of 15 Form Consultant Services not design Approved 6-19-07 (Do not modify without City Attorney approval) Exhibit C Key Personnel Principal - Suzanne Q. Harrell Agreement No. 2735 Agreement with HARRELL & COMPANY ADVISORS, LLC Page 13 of 15 Form Consultant Services not design Approved 6-19-07 (Do not modify without City Attorney approval) Agreement No. 2735 CONSULTANT CORPORATE INFORMATION The names of all persons interested in the forgoing as principals of CONSULTANT are as follows: `5uza t� h e. Q . l I IMPORTANT NOTICE: If CONSULTANT is a corporation, state legal name of corporation and names of the president, secretary, treasurer, and manager thereof authorized to execute this Contract; if a co -partnership, state true name of firm, names of all individual co-partners composing firm. The representations made herein are made under penalty of perjury. Employers Tax Identification No. -:� 3 — O R Z l ( 39 . To comply with Internal Revenue Service requirements, the City of Palmdale will report any payments exceeding $600.00 within a calendar year. (IF APPLICABLE) Name of Partnership or Firm: Business Address: (All partners must sign — use separate sheet if necessary) Signed: Title: Signed: Title: (IF APPLICABLE) Name of Corporation: Business Address: Name: _ Address: Name: _ Address: Corporation organized under the laws of the State of: SEAL Signature of Corporate Secretary (Attach Applicable Corporate Resolutions) Agreement with HARRELL & COMPANY ADVISORS, LLC Page 14 of 15 Form Consultant Services not design Approved 6-19-07 (Do not modify without City Attorney approval) Agreement No. 2735 FINANCIAL DISCLOSURE FOR CONSULTANT HARRELL & COMPANY ADVISORS, LLC ("CONSULTANT") is hired by the City of Palmdale ("City") to perform the range of duties identified in the Scope of Services and Fee Schedule attached as Exhibits A and B. Based upon this range of duties: A Statement of Economic Interest (FPPC Form 700) is not required. CONSULTANT is not required to fully comply with the consultant disclosure requirements identified in the City of Palmdale's Conflict of Interest Code and Section 20.4 of Design Professional Services Contract, Agreement Number A-273 because CONSULTANT does not meet the definition of "Consultant" under the Political Reform Act or due to the extremely limited scope of duties performed under Agreement Number A-273. XX A Statement of Economic Interest (FPPC Form 700) is required. CONSULTANT's responsibilities are too broad to allow the disclosure requirements to be narrowed or CONSULTANT is performing a specialized or general service for the City, and there is a substantial likelihood that the CONSULTANT's work product will be presented, either written or orally, for the purpose of influencing a governmental decision. A Statement of Economic Interest (FPPC Form 700) is required in part. CONSULTANT's duties are limited in scope under Contract number A-273. Based on these duties, CONSULTANT's disclosure is limited to the following interests: Reportable interests in real property in the jurisdiction. (FPPC Form 700, Schedule B) Reportable income and business positions. (FPPC Form 700, Schedules C and D) Reportable investments. (FPPC Form 700, Schedules A-1 and A-2) Reportable gifts and travel gifts. (FPPC Form 700, Schedules E and F) #hen H. illiams ity Manager Date a a a a a a a a a a a a a 9 a a a a a a a a a a a a a a a a a a a a a 9 a a a 6 a a a a a a a a a a a a a a a a a a a 9 a a a a a a a a a a a a a a a a a a Agreement with HARRELL & COMPANY ADVISORS, LLC Page 15 of 15 Form Consultant Services not design Approved 6-19-07 (Do not modify without City Attorney approval) May 12, 2009 Stanley Smalewitz Director of Economic Development City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 RE: Financial Advisory Services Dear Stanley: It is my pleasure to submit a proposal to provide additional financial advisory services to the City of Huntington Beach and the Redevelopment Agency of the City of Huntington Beach. The City and Agency have determined that they may periodically require financial advisory services. These services may include (but are not limited to) financial advisory services for a variety of debt issues (both new and refunding issues), providing guidance for financing programs for on -going and new programs, and current and new projects; assisting in developing and maintaining an Agency long-term financial plan for both operating programs, on -going operational costs as well as capital projects or developer assistance, projecting tax increment revenue, assisting in developing financial condition factors to evaluate the City's or Agency's financial condition, providing financial analysis and guidance regarding the feasibility of the City's or Agency's participation in public -public or public -private partnerships where respective financial interests must be determined, providing analyses of and recommending alternatives for the impact of state and national legislation, providing financial analyses and guidance regarding the feasibility of the City's or Agency's implementation of or a continuation in a City service or program, and reviewing development proposals for feasibility. At the request of the City or the Agency, Harrell & Company will provide such assistance on an as-needed/as-requested basis at a rate of $200 per hour, not to exceed $10,000 in any fiscal year. Fees will be payable upon receipt of periodic invoices. Please do not hesitate to call if you have any questions. Very truly yours, C��4� (,-, Suzanne Harrell The City Tower, 333 City Boulevard West, Suite 1430, Orange, California 92868 Tel: 714.939.1464 Fax: 714.939.1462