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HomeMy WebLinkAboutHarrell & Company Advisors, LLC - 2008-08-21(33 E i V E D CONTRACTS SUBMITTAL TO' CITY CLERK'S OFFIM8 AUG 26 PM 3:56 1,2 C'I T Y 0 H U Vff I'N'G T ON 3 E !A n%1 H To: JOAN FLYNN, City Clerk Name of Contractor: Harrell & Company Advisors, LLC Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake —Huntington Central Park Pacific City CFD Financial Consulting Services Amount of Contract: $54,000.00 Copy of contract distributed to: The original insurance certificate/waiver distributed to Risk Management F-1 Initiating Dept. r_1 Finance Dept. F-1 ORIGINAL bonds sent to Treasurer F-1 Date: Nam /Exteniio_n City Attorney's Office 3 _ " 7- O/E:, /V611 0-3 X; �/a, /�l G:AttyMisc/Contract Forms/City Clerk Transmittal' b r ed rUX4-,'7 f,5 I f2 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND HARRELL COMPANY ADVISORS, LLC FOR PACIFIC CITY CFD FINANCIAL CONSULTING 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, LLC , a California Limited Liability Corporation, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide financial services for the Pacific City Community Facilities District; 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 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 sves50 to 100 1 12-07 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 c , 200S (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 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 Fifty—four thousand ------ Dollars ($ 54, 000.00--------- )- 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 work only after receiving written authorization from CITY. Additional agree/ surfnet/professional Svcs 50 to 100 12-07 2 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 agree/ surfnet/professional Svcs 50 to 100 1z-07 3 apply to all claims and liability regardless of whether any insurance policies are 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, "deductible" or any other similar form of limitation on the required coverage except with the express written consent of CITY. 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 agree/ surfnet/professional Svcs 50 to 100 12-07 4 the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect 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. agree/ surfnet/professional Svcs 50 to 100 12-07 5 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 50 to 100 12-07 6 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: Stanley Smalewitz 2000 Main Street Huntington Beach, CA 92648 agree/ surfnet/professional Svcs 50 to 100 12-07 7 KOX416=1111N NNON 11i Suzanne H rr 1 1 Harrell & Company Advisors, LLC 333 City Blvd., Suite 1430 Orange, CA 92868 Phone: (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 to require the commission of any act agree/ surfnet/professional svcs 50 to 100 12-07 8 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 50 to 100 12-07 9 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 -5 ' U l r 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 agree/ surfneVprofessional Svcs 50 to 100 12-07 10 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, HARRELL & COMPANY ADVISORS, LLC COMPANY NAME By: print name ITS: (circle one) Chairm n/Presiden ice President ND B : � G�'G�, C G print name ITS: (circle o Secietary hief Financial Officer/Asst. Secretary — Treasurer agree/ siufnet/professionalsvcs 50 to 100 12-07 11 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California City Administrator INITIATED AND APPROVED: Economic Develo ent Directo Chief APPROVED AS TO FORM: ?� �—� �'' City Attorney Date g I -1t kDo 1 EXHIBIT "A" STATEMENT OF WORK HARRELL & ASSOCIATES, LLC A. STATEMENT OF WORK: Makallon Atlanta Huntington Beach, LLC, developer of the Pacific City project located on 31 acres in downtown Huntington Beach, is requesting the City's assistance in the formation of a Community Facilities District ("CFD") for approximately 17.2 acres of the site to finance various public improvements including but not limited to park improvements, street & bridges, water & sewer, storm drains, school facilities, dry utilities, curbs, gutters, sidewalks and a City obligation to for a Walnut Avenue Extension Agreement estimated at $12 million. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: Role of Financial Advisor 1. Serve as the City's consultant for a bond issue of approximately $60 million dollars. 2. Provide competent financial advice and serve solely the interests of the City. 3. Manage the bond financing process and negotiate key business points to accomplish the City's objectives. Services to be Provided The City seeks to utilize the best combination of options available to adequately address the capital and financing needs of this project. The CONSULTANT will be required to perform the following: 1. Develop a plan of finance and prepare a financing schedule. 2. Evaluate and analyze various financing structures and propose financing methods to be considered for accomplishing the City's objectives. This will be done in conjunction with City staff and legal counsel. 3. Review legal documents. 4. Provide an analysis on the advantages and disadvantages of each proposed financing. 5. Evaluate the projected cash flow. 6. Work with the City's bond counsel in recommending size, structure, specific terms and conditions of a debt issue. Present information regarding methods of sale, including publicly offered and privately negotiated options. 7. Prepare rating Agency and Bond Insurance presentations. Nova:conracts/Exhibit A 1 8. Participate in Letter of Credit provider negotiations. 9. Assist with Bond Closing. 10. Manage competitive or negotiated sale process. Arrange for advertising and pre - marketing of issue. Represent the City at the bid opening for a public sale and analyze the bids, identify the most favorable bid, and make a recommendation as to award the bid. Act as the City's agent if bid negotiations are required. After the bid is awarded, prepare an actual debt service table based on accepted coupon rates. In the event of a negotiated offering, assist the City in negotiating appropriate terms, reviewing spreads, comparing deals, analyzing market levels, and clarifying syndicate roles with selected underwriter. 11. Assist the City in closing the financing, which includes assistance in selecting a bond printer and in advising the City on the investment of proceeds pending expenditure. 12. Prepare and deliver presentations designed to facilitate an understanding of public sector financing and it implications to the City Council and other governing boards as may be necessary. 13. Analyze the financing impact of project costs, cash flow projections and rate implications. Participate in the development of alternate strategies with the City's project development team. 14. The Financial Advisor will report to the Director of Economic Development and/or his designee. C. CITY'S DUTIES AND RESPONSIBILITIES: 1. Staff to communicate with CONSULTANT on a regulation within the duration between commencement and implementation of the Community Facilities District Formation and Issuance of bonds. Nova:conracts/Exhibit A 2 EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules: A. A Fixed Fee of $7,500 for financial advisory services in connection with the formation of the Community Facilities District, payable upon adoption of the resolution of formation for the Community Facilities District. This fee is only payable to the extent that the City Council approves a reimbursement agreement with the developer (and would be waived if the CFD has already been formed). B. A fixed fee for all other financial advisory services in connection with each bond issue separately marketed and sold as described under the scope of services as follows: $45,000 if the principal amount of bonds issued exceeds $25 million. This fee is in addition to the retainer and is also contingent on the successful sale of bonds and payable from bond proceeds. C. Out-of-pocket expenses will be billed at cost, and include shipping, faxing, printing, teleconferencing charges, reimbursement for direct and overlapping debt statements and travel outside of Southern California. These fees are typically billed at closing and do not exceed $1,500. Total Not -To -Exceed amount: $54,000. 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. Nova: contracts:harrellExhibit B EXHIBIT B Fixed Fee Payment 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. Nova: contracts:harrellExhibit B EXHIBIT B Fixed Fee Payment t Hunhi�t `iBeach� 4V INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST I V 1. Requested by: Nova Punongbayan AUG 2 1 2008 2. Date: August 15, 2008 3. Name of contractor/ ermittee: Harrell Company Advisors, LLC city of Huntington ®eats p Y At, Axnrrrnv'x offer 4. Description of work to be performed: Pacific City CFD Financial Consulting Services 5. Value and length of contract: 3 years 6. Waiver/modification request: To waive professional liability zero deductible requirement 7. Reason for request and why it should be granted: Vendor cannot meet zero deductable requirement 8. Identify the risks to the City in approving this waiver/modification: none nt Heaa Signature 2. City Attorney's Office Approved ❑ Den 3. City Administrator's Office ❑ Approved ❑ Denied Date: Signature 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 contrac..t has been ap'proved, this form is to be filed with the RisIk Management Division of Administrative Services Suzanne waiver form 8/15/2008 2:49:00 PM ACORA CERTIFICATE OF LIABILITY INSURANCE 08/18/z 8) PRODUCER (714) 619-4480 FAX (714) 619-4481 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Robert E. Harris Insurance Agency, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND; EXTEND OR Lic. #0216736 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 3150 Bristol Street, Suite 200 Costa Mesa, CA. 92626 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: Maryland Casualty Harrell & Company Advisors LLC INSURERS: Philadelphia Indemnity Insurance Co 333 City Blvd West #1430 INSURERc: Employers Compensation Insurance Company Orange, CA 92868 INSURER O: INSURER E: V 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 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 DD' TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS GENERAL LIABILITY PAS36750058 08/22/2008 08/22/2009 EACH OCCURRENCE $ z,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ 2,000,000 CLAIMS MADE OCCUR MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ Excluded A GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG $ 4,000,000 X PRO - POLICY JECT 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 V �((((�������� AP ®c , �� AST ^ t,B X BODILY INJURY (Per accident) $ X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY - s �+ ,J AUTO ONLY - EA ACCIDENT $ THAN EA ACC AUTO ONLY: AGG $ ANY AUTO rr-OTHER $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR E] CLAIMS MADE AGGREGATE $ $ ]DEDUCTIBLE $ RETENTION $ WORKERS COMPENSATION AND EIG1102675-00 08/29/2008 08/29/2009 X I WC STATU- O R E.L. EACH ACCIDENT $ 1,000,000 C EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT 1 $ 1,000,000 B OTH ro?essional Liability laims Made Form PHSD351739 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 I SPECIAL PROVISIONS he 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. City of Huntington Beach & Redevelopment Agency of The City of Huntington Beach Attn: Daniel T. Villella 2000 Main Street Huntington Beach, CA 92648 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, -THE ISSUING INSURER WILL ENDEAVOR TO MAIL *30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Michelle Vandervoort ACORD 25 (2001/08) ©ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) r POLICY NUMBER: PAS367.50058 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 Idw THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or O anization s : Locations Of Covered Operations CITY OF HUNTINGTON BEACH & REDEVELOPMENT NAMED INSURED OPERATIONS AGENCY OF THE CITY OF HUNTINGTON BEACH Information required to complete this Schedule if not shown above will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or 'personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the addltlonal insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 13 POLICYHOLDER COPY MITATEK P.O-BOX 420807, SAN;:FRANCJ�CO,CA 941;4-,osV COMPENSAT10h1 I.N s u RIA N c rm FUND CERTIFICATE OF WORKERS' COIVIPENSAT116NINSURANCE ISSUE DATE: 06-,20L2b08 GROUP: POLICY NUMBER: 1594571-2007 CERTIFICATE ID: 138 CERTIFICATE EXPIRES: 00-291'�2008 08-202007168-29-2008; CITY OF HUNTINGTON BEACH &REDEVELOPMENT SIP 'AGENCY OF THE CITY OF HUNTINGTON BEACH 2'000, MAI N S , T HUNTINGTON BEACH CA.92648-2702 This is, to certify that we have issueda valid Workers' Compen'sation insurance policyin a. form. "approved" by the California 'Insurance Commissioner to V16: employer named. below for the policy period indicated. This policy is not subject to. cancelialion by the Fund except, upon 30 clays" advance "written notice to the employer. We will also give you 30 days advance` notice shouldthis policy be cancelled prior.. 'to its normal expiration,. This certificate `of insurance: is not,an insurancepolicy and does not amend, extend or alter the c�overage afforded by the policy listedCerro herein, Notvvithstanding any requirement, ter. a or condition of: any contract,, or other document respect to which this with. res certificate of, insurance may be: issued or to which it may pertain; . the insurance' afforded by the policy described herein is. subject to all. the terms; exclusions, and conditions, of such :policy. THORIZED REPRESEWTAZTI PRESIDENT EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE, COSTS,: $11,,`QOQ.000 PER OCCURRENCE, ENDORSEMENT #1901- SUZANNE HARRELL MGR-MEM - EXCLUDED. ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE.EMECTIVE 08-2972001'IS ATTACHE[} TO AND FORMS A PART OF THIS POLICY. EMPLOYER HARRELL & COMPANY ADVISORS (:LLC)' SP 1333 CITY BLVD.W ORANGE CA 92868 [l314:,SGJi Sp PRINTED ..-:06-20-2008 D&B Business Information Report: HARRELL & COMPANY ADVISORS LLC Page 1 of 4 Decide with Confidence Business Information Report To save report(s) to your PC, click here for instructions. I Print this Report Copyright 2008 Dun & Bradstreet - Provided under contract for the exclusive use of subscriber 098022862L ATTN: jlockhart@surfcity-hb.org HARRELL & COMPANY ADVISORS LLC 333 City Blvd W Ste 1430 Orange, CA 92868 This is a single location. Telephone: 714 939-1464 Manager: SUSAN HARRELL, MANAGING MEMBER Year started: 2000 Employs: 3 SIC: 7389 Line of Business services business: SPECIAL EVENTS Report Printed: AUG 14 2008 D&B's Credit Limit Recommendation D&B's industry and risk -based limit guidance Learn More View Now Payment Trends Profile Payment trends and industry benchmarks Learn More View Now D-U-N-S Number: 03-069-7507 D&B Rating: DS D&B PAYDEX@: 12-Month D&B PAYDEX: 80 I When weighted by dollar amount, payments to suppliers average generally within terms. o 100 120 days slow 30 days slog Prompt Anticipates Based on trade collected over last 12 months. Enhanced payment trends and industry_ benchmarks are available on this business 10/31/2007 This business is located in an area at previous risk of fire damage from the Southern California wildfires. D&B has obtained information from published reports that indicate there has been no major impact to commercial buildings in this area. D&B Rating:DS The DS rating indicates that the information available does not permit D&B to classify the company within our rating https://www.dnb. com/delivery/ 12/ 126185/126185.BIRHQ.2156.3396194745.tng.print.htm?printP... 8/ 14/2008 D&B Business Information Report: HARRELL & COMPANY ADVISORS LLC Page 2 of 4 key. For more information, see the D&B Rating Key. A Summary Analysis is not available at this time. 77 How does HARRELL & COMPANY ADVISORS LLC's payment record compare to its industry?, A Payment Trends Profile will show you - View Now INVESTIGATIVE SERVICES *** Update available on request *** This information is being provided to you immediately in the interest of speed. This report may not reflect the current status of this business. D&B can investigate this business and update the information based on the results of that investigation. By ordering a standard investigation the same day you order this report, an updated report will be provided to you at no extra cost. CUSTOMER SERVICE If you have questions about this report, please call our Customer Resource Center at 1.800.234.3867 from anywhere within the U.S. If you are outside the U.S. contact your local D&B office. *** Additional Decision Support Available *** Additional D&B products, monitoring services and specialized investigations are available to help you evaluate this company or its industry. Call Dun & Bradstreet's Customer Resource Center at 1.800.234.3867 from anywhere within the U.S. or visit our website at www.dnb.com. The following information was reported 10/31/2007: Management: SUSAN HARRELL, MANAGING MEMBER Business started 2000. SUSAN HARRELL. Work history unknown. OPERATIONS 10/31/2007 Description: Operates business services, specializing in financial services. Employees: 3. Facilities: Occupies premises in building. SIC: Based on information in our file, D&B has assigned this company an extended 8-digit SIC. D&B's use of 8-digit SICs enables us to be more specific to a company's operations than if we use the standard 4-digit code. NAICS: 561499 All Other Business Support Services The 4-digit SIC numbers link to the description on the https://www.dnb.comldelivery1121126185/126185.BIRHQ.2156.3396194745.tng.print.htm?printP... 8/14/2008 D&B Business Information Report: HARRELL & COMPANY ADVISORS LLC Page 3 of 4 Occupational Safety & Health Administration (OSHA) Web site. Links open in a new browser window. 73890900 Financial services •z_z *_. r Enhanced payment trends and industry benchmarks are available on this business The D&B PAYDEX is a unique, dollar weighted indicator of payment performance based on up to 5 payment experiences as reported to D&B by trade references. 12-Month D&B PAYDEX: 80 When weighted by dollar amount, payments to i suppliers average generally within terms too 120 days stow 30 dais si©m+r Prompt An paces Based on trade collected over last 12 months. When dollar amounts are not considered, then approximately 100% of the company's payments are within terms. The Payment Summary section reflects payment information in D&B's file as of the date of this report. Below is an overview of the company's dollar -weighted payments, segmented by its suppliers' primary industries: _.. _ ... � Total Total Dollar Largest High Within : Days Slow i Rcv'd Amts ? Credit Terms ' <31 31-60 61-90 90> (#) (s) _._.... ( ) (0/0) (0/0) Top industries: Mfg photograph equip 1 1,000 1,000 100 - - - - Executive office 1 ' 500 '. 500 100 - - - - Telephone communictns 1 ' 250 = 250 100- Nonclassified 1 100 100 100 Accounting services 1 50 = 50 100 - - - - Other payment categories: Cash experiences 0 0 0 Payment record unknown 0 0 ! 0 Unfavorable comments 0 ', 0 ': 0 Placed for collections: With D&B 0 oil Other 0i N/A Total in D&B's file 5 1,900 1,000 The highest Now Owes on file is $50 The highest Past Due on file is $0 D&B receives over 600 million payment experiences each year. We enter these new and updated experiences into D&B Reports as this information is received. PM Have HARRELL & COMPANY ADVISORS LLC's payment habits changed over time?+' https://www.dnb.com/delivery/12/126185/126185.BIRHQ.2156.3396194745.tng.print.htm?printP... 8/14/2008 D&B Business Information Report: HARRELL & COMPANY ADVISORS LLC Page 4 of 4 IA Payment Trends Profile will show you - View Now Detailed Payment History Date Reported I Paying Record , High CreditNow Owes; Past Due Selling Terms Last Sale (mm/yy) ($) ($) ($) Within (months) 07/08 1 Ppt 1,000 ' 0 i 2-3 mos 05/08 Ppt 500 1 mo 02/08 Ppt 100 0 0 6-12 mos 08/07 Ppt 250 ` 01 0 6-12 mos 08/06 Ppt 50 ' 50 ! 0 1 mo ach experience shown is from a separate supplier. Updated trade experiences replace those previously reported. ZM Have HARRELL & COMPANY ADVISORS LLC's payment habits changed over time? A Payment Trends Profile will show you - View Now 07/08 Account(s) averages high 5 figures. Account open over 5 years. PUBLIC FILINGS A check of D&B's public records database indicates that no filings were found for HARRELL & COMPANY ADVISORS LLC at 333 City Blvd W Ste 1430, Orange CA. D&B's extensive database of public record information is updated daily to ensure timely reporting of changes and additions. It includes business -related suits, liens, judgments, bankruptcies, UCC financing statements and business registrations from every state and the District of Columbia, as well as select filing types from Puerto Rico and the U.S. Virgin Islands. D&B collects public records through a combination of court reporters, third parties and direct electronic links with federal and local authorities. Its database of U.S. business -related filings is now the largest of its kind. Copyright 2008 Dun & Bradstreet - Provided under contract for the exclusive use of subscriber 098022862L https:llwww.dnb.comldelivery1121126185/126185.BIRHQ.2156.3396194745.tng.print.htm?printP... 8/14/2008 CITY OF HUNTINGTON BEACH Professional Service Contracts Purchasing Certification 1. Date: 7/31/2008 2. Contract Number: ECD 00803300 3. Department: Economic Development 4. Requested by: Nova Punongbayan 5. Name of consultant: Harrell & Company Advisors, LLC 6. Attach the written statement of the specification, conditions, and other requirements for the requested services provided to solicited consultants. See Exhibit A -/ 7. Amount of the contract: $54,000 / 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?' ® Yes ❑ No >-h/,�.Px. 10. Business Unit and Object Code where funds are budgeted: ,�(iU*&5-01.69365 55" itX 11. Is this contract less than $50,000? ❑ Yes ® No oo 6 c�a fs 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 fr9 whom proposals were requested (including a contact telephone number). Interagency Agreement ✓ 16. Attach proposed scope of work. See Exhibit A 17. Attach proposed payment schedule. See Exhibit B / Department Hea ignature RICHARD AMADRIL Central Services Manager 1. If the answer to this question is "No," the contract will require approval from the City Council. (b) Except as identified in Section 3.03.080, the Director, or his designee, shall request written proposals from not less than three (3) available qualified consultants. He shall thereafter conduct discussions with them regarding the project if such discussions are indicated by the complexity of the project, and based upon the selection guidelines established in section 3.03.040 and the criteria established by him, select the consultant from the responsible proposals submitted to him, deemed to be the most highly qualified to provide the services required. (3734-05/06) (c) If the procurement has been budgeted, contractual agreement shall be negotiated with the consultant subject to final approval as to form by the City Attorney, and as to content by the City Administrator. (3375-11/97, 3511-10/01) (d) If the procurement has not been budgeted, then the Director shall prepare a request for appropriation for the City Administrator to submit to the City Council in the usual prescribed manner. (e) The City Attorney shall counsel and advise City officials in the implementation of this Chapter. (2047-5/76, 2590-1/83) 3.03.080 Exempt and emer2ency procedures. The need for certain budgeted and emergency and exempted procurements are recognized. (a) An emergency shall be deemed to exist if 1. There is a great public calamity; (3511-10/01) 2. There is immediate need to prepare for national or local defense; (3511-10/01) There is a breakdown in machinery or an essential service which requires the immediate attention of a professional in order to protect the public health, safety or welfare; (3511-10/01) 4. An essential, departmental operation affecting the public health, safety or welfare would be greatly hampered if the prescribed procedure would cause an undue delay in the procurement of the needed services. (2047-5/76, 3511-10/01) In the case of an emergency which requires the immediate retention of a professional consultant, the City Administrator may authorize the Department Director to secure by the open -market procedure, at the lowest obtainable price consistent with professional standards, any professional service regardless of the amount of the expenditure. (3511-10/01) (b) Other interagency Agreements. Procurements utilizing contractual agreements maintained by other public agencies for the provision of professional services to such agencies are exempt from the requirements of this Chapter except that the provisions of Section 3.03.060(c) shall apply in every case and so long as such other agency complied with its own professional services contract requirements as approved by the Department Director. (3375-11/97, 3511-10/01) (c) All contracts for performance of professional services for the City which exceed $30,000 shall be awarded in accordance with the procedures of this code. All contracts for professional services which do not exceed $30,000, with prior approval of the Central Services Manager or his / her designee, may be let without competitive bidding or negotiation. (3734-05/06) Huntington Beach Municipal Code Chapter 3.03 Page 2 of 3 ( T , n H 11.. o o-7 ! r June 2, 2006 Ids. Suzanne Harrell HARRELL & COMPANY 333 City Boulevard West, Suite 1430 Orange, CIS 9286 Dear [Vls. Harrell: RE: Extension of Terr'Yiination Date for Agreer nr3rat No. A 7.6a Financial Advisory Services On duly 10, 2007, the City Council of' the City of Chino Hills authorized execution of Agreement No. A0 7--66 with Harrell & Company to act as the Citys 'financial advisor. This letter serves as notification that the termination elate has been extended until June 30, 2009 Should you have any questions regarding this notification, please contact Raymond Hansen at (909) 364-2616, Vey truly yours, g Douglas N. LaBelle City Manager DNL:rlh cc: City Clerk's Office Finance Department Coti;2Cil. ECi.II xd-i;:harn u="fk1agirm,;; tzwe,,a47 f., 2001 (],maul Avenue, Chino Hills'. CA e: § ',t, f 091 AGREEMENT NO. A07- FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF CHINO HILLS AND HARRELL AND COMPANY THIS AGREEMENT, made and entered into this 10th day of July, 2007, between the CITY OF CHINO HILLS, a municipal corporation, hereinafter referred to as "City" and Harrell and Company hereinafter referred to as "Consultant". In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. SCOPE OF SERVICES. Consultant agrees to perform the services set forth in Exhibit A "SCOPE OF SERVICES" attached hereto and made a part hereof. Consultant shall submit its work to the City for its review after completing each phase of the project as described in Exhibit A, or when otherwise requested by the City. Consultant shall, at its own cost, make any revisions of its own work as required by the City and re -do, at its own cost, any work which the City finds unsatisfactory due to Consultant's or subcontractor's errors or omissions. Consultant represents and warrants that it has the qualifications, experience and facilities to properly perform said services in a thorough, competent and professional manner and shall, at all times during the term of this Agreement, have in full force and effect, all licenses required of it by law. Consultants shall begin its services under this Agreement on July 11, 2007. - 1 - 2. STATUS OF CONSULTANT. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant shall not disseminate any information or reports gathered or created pursuant to this Agreement without the prior written approval of City except information or reports required by government agencies to enable Consultant to perform its duties under this Agreement. 3. CONSULTANT'S KNOWLEDGE OF APPLICABLE LAWS. Consultant shall keep itself informed of applicable local, state and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall observe and comply with all such laws and regulations affecting its employees. City and its officers and employees, shall not be liable at law or in equity as a result of any failure of Consultant to comply with this section. -2- 4. PERSONNEL. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff assigned to perform the services hereunder and shall obtain the approval of the City Manager of all proposed staff members performing services under this Agreement prior to any such performance. 5. COMPENSATION AND METHOD OF PAYMENT. Compensation to the Consultant shall be as set forth in Exhibit B attached hereto and made a part hereof. Payments shall be made within thirty (30) days after receipt of each invoice as to all undisputed fees. If the City disputes any of consultant's fees it shall give written notice to Consultant within 30 days of receipt of a invoice of any disputed fees set forth on the invoice. 6. ADDITIONAL SERVICES OF CONSULTANT. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein or listed in Exhibit A, unless such additional services are authorized in advance and in writing by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. 7. ASSIGNMENT. All services required hereunder shall be performed by Consultant, its employees or personnel under direct contract with Consultant. -3- Consultant shall not assign to any subcontractor the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without the prior written consent of City Manager. 8. FACILITIES AND RECORDS. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 9. TERMINATION OF AGREEMENT. This Agreement may be renewed annually, but will terminate on June 30, 2008, unless otherwise extended in advance and in writing by the City Manager. This Agreement may be terminated with or without cause by either party upon 30 days written notice. In -4- the event of such termination, Consultant shall be compensated for non -disputed fees under the terms of this Agreement up to the date of termination. 10. COOPERATION BY CITY. All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Scope of Services, shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement. 11. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of, or in the event of termination, suspension or abandonment of, this Agreement, all original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall, become the sole property of City. With respect to computer files, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 12. RELEASE OF INFORMATION/CONFLICTS OF INTEREST. (a) All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization excepting that information which is a public record and subject to disclosure pursuant to the California Public -5- Records Act, Government Code § 6250, et seq. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. If Consultant or any of its officers, employees, consultants or subcontractors does voluntarily provide information in violation of this Agreement, City has the right to reimbursement and indemnity from Consultant for any damages caused by Consultant's conduct, including the City's attorney's fees. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. (b) Consultant covenants that neither they nor any officer or principal of their firm have any interest in, or shall they acquire any interest, directly or indirectly which will conflict in any manner or degree with the performance of their services hereunder. Consultant further covenants that in the performance of this Agreement, no person having such interest shall be employed by them as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. Consultant further covenants that Consultant has not contracted with nor is performing any services directly or indirectly with any developer(s) and/or property owner(s) and/or firm(s) and/or partnerships owning property in the City or the study area and further covenants and agrees that Consultant and/or its subcontractors shall provide no service or enter into any agreement or agreements with any developer(s) and/or property owner(s) and/or firm(s) and/or partnerships owning property in the City or the study area prior to the completion of the work under this Agreement without the express written consent of the City Manager. 13. DEFAULT. In the event that Consultant is in default of any of the provisions of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. -7- 14. INDEMNIFICATION. (a) Consultant represents it is skilled in the professional calling necessary to perform the services and duties agreed to hereunder by Consultant, and City relies upon the skills and knowledge of Consultant. Consultant shall perform such services and duties consistent with the standards generally recognized as being employed by professionals performing similar service in the State of California. (b) Consultant is an independent contractor and shall have no authority to bind City nor to create or incur any obligation on behalf of or liability against City, whether by contract or otherwise, unless such authority is expressly conferred under this agreement or is otherwise expressly conferred in writing by City. City, its elected and appointed officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees") shall have no liability to Consultant or to any other person for, and Consultant shall indemnify, defend, protect and hold harmless the Indemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "Claims"), which the Indemnitees may suffer or incur or to which the Indemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of or allegedly caused I� by the performance or failure to perform by Consultant of Consultant's services under this agreement or the negligent or willful acts or omissions of Consultant, its agents, officers, directors or employees, in performing any of the services under this agreement. If any action or proceeding is brought against the Indemnitees by reason of any of the matters against which Consultant has agreed to indemnify the Indemnitees as above provided, Consultant, upon notice from the CITY, shall defend the Indemnitees at Consultant's expense by counsel acceptable to the City. The Indemnitees need not have first paid any of the matters as to which the Indemnitees are entitled in order to be so indemnified. The insurance required to be maintained by Consultant under paragraph 15 shall ensure Consultant's obligations under this paragraph 14(b), but the limits of such insurance shall not limit the liability of Consultant hereunder. The provisions of this paragraph 14(b) shall survive the expiration or earlier termination of this agreement. The Consultant's indemnification does not extend to Claims occurring as a result of the City's negligent or willful acts or omissions. 15. INSURANCE. A. Insurance Requirements. Consultant shall provide and maintain insurance acceptable to the City Attorney in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance IMI of the work hereunder by Consultant, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than ANIL Consultant shall provide the following scope and limits of insurance: least as broad as: (1) Minimum Scope of Insurance. Coverage shall be at (a) Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (b) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. (c) Workers' Compensation insurance as required by the Labor Code of State of California and Employer's Liability insurance and covering all persons providing services on behalf of the Consultant and all risks to such persons under this Agreement. (d) Errors and omissions liability insurance appropriate to the Consultant's profession. (2) Minimum Limits of Insurance. Consultant shall maintain limits of insurance no less than: (a) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability -10- Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the activities related to this Agreement or the general aggregate limit shall be twice the required occurrence limit. (b) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (c) Workers' Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. claim. (d) Errors and Omissions Liability: $1,000,000 per B Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: (1) All Policies. Each insurance policy required by this paragraph 15 shall be endorsed and state the coverage shall not be suspended, voided, canceled by the insurer or either party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by Certified mail, return receipt requested, has been given to the City. (2) General Liability and Automobile Liability Coverages. (a) City, its officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs, products and completed operations of -11- Consultant; premises owned, occupied or used by Consultant, or automobiles owned, leased or hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials, or employees. (b) Consultant's insurance coverage shall be primary insurance as respect to City, its officers, officials, employees and volunteers. Any insurance or self insurance maintained by City, its officers, officials, employees or volunteers shall apply in excess of, and not contribute with, Consultant's insurance. (c) Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (d) Any failure to comply with the reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (3) Workers' Compensation and Employer's Liabi& Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, its officers, officials, employees and agents for losses arising from work performed by Consultant for City. -12- C. Other Requirements. Consultant agrees to deposit with City, at or before the effective date of this contract, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Consultant furnish City with copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. (1) Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides. (2) Any deductibles or self -insured retentions must be declared to and approved by City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. (3) The procuring of such required policy or policies of insurance shall not be construed to limit Consultant's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. 16. NON DISCRIMINATION/NONPREFERENTIAL TREATMENT STATEMENT. In performing this Agreement, the Parties shall not discriminate or -13- grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply, to the fullest extent allowed by law, with all applicable local, state and federal laws relating to nondiscrimination. 17. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101, et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith. 18. ENTIRE AGREEMENT. This Agreement is the complete, final, entire and exclusive expression of the Agreement between the parties hereto and supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations by any party which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid and binding. -14- 19. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the San Bernardino County Superior Court. 20. ASSIGNMENT OR SUBSTITUTION. City has an interest in the qualifications of and capability of the persons and entities who will fulfill the duties and obligations imposed upon Consultant by this Agreement. In recognition of that interest, neither any complete nor partial assignment of this Agreement may be made by Consultant nor changed, substituted for, deleted, or added to without the prior written consent of City. Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 21. MODIFICATION OF AGREEMENT. The terms of this Agreement can only be modified in writing approved by the City Council and the Consultant. The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void. 22. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she/they -15- has/have the authority to execute this Agreement on behalf of his/her/their corporation and warrants and represents that he/she/they has/have the authority to bind Consultant to the performance of its obligations hereunder. 23. NOTICES. Notices shall be given pursuant to this Agreement by personal service on the party to be notified, or by written notice upon such party deposited in the custody of the United States Postal Service addressed as follows: Cam. Attention: City Clerk City of Chino Hills 2001 Grand Avenue Chino Hills, California 91709-4868 Consultant. Attention: Suzanne Harrell Harrell and Company 333 City Blvd. West, Suite 1430 Orange, CA 92868 The notices shall be deemed to have been given as of the date of personal service, or three (3) days after the date of deposit of the same in the custody of the United States Postal Service. 24. SEVERABILITY. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of the other provisions of this Agreement. -16- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. By Title l,JL-wut ATTEST: Mary M. City Clei APPROVED AS TO FORM: Mark N Hensley City Attorney EXHIBIT A FINANCIAL ADVISORY SERVICES SCOPE OF SERVICES I. SERVICES a. 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. b. 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 six months 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. C. The scope of services for debt issue financial advisory services include, but are not limited to: sizing bond issue; structuring terms and conditions of the issue; preparing cash flows; preparing preliminary and final official statements; reviewing and commenting on legal documents prepared by bond counsel; submitting documents, conducting negotiations, and Page 1 of 2 attending meetings with rating agencies and bond insurance companies and assisting in preparing dialogue with the rate analyst; preparing documentation of cost benefit analysis of using credit enhancements for the bond issue; advising the City in regards to market movements and the timing of the issuance of the debt; coordinating the plans for opening the bids, evaluating the submitted bids, checking the mathematical accuracy of the bids, and making a recommendation as to the award of the bid; preparing a procedure manual for the disposition of proceeds, cash flows, yield restrictions, and SEC disclosure requirements; preparing the financial statement disclosure required by Governmental Accounting Standards Board Statement 7; and attend meetings with staff and City Council meetings as necessary or requested by the City Manager and Finance Director. ASSIGNED PRINCIPALS The staff assigned by the consultant to provide the services described above includes the following individual: Suzanne Q. Harrell, Managing Director If the consultant desire to replace the above -named staff member with a different staff member(s), these substitute staff members shall have the same professional knowledge, skills, abilities, and demeanor as the above -named staff member. The consultant shall not assign another staff above -named staff member without the prior City shall not unreasonably withhold approval staff member if the consultant's staff member style and demeanor. Jerson to substitute for the approval of the. City. The for a substitute consultant ias the requisite expertise, Page 2of2 EXHIBIT B COMPENSATION The annual compensation to be paid to the consultant for the services described in Sections I (a) and I (b) of Exhibit A is based on a retainer fee in the amount of twenty-five thousand dollars ($25,000.00). The annual period for which the retainer is to be paid is a fiscal year which includes a twelve-month period beginning on July 1 of a calendar year and ending on June 30 of the following calendar year. The retainer to be paid to the consultant for the period beginning on the date that this agreement takes effect and ending on June 30, 2008, is twenty five thousand dollars ($25,000) and shall be paid to the consultant in quarterly installments. The annual retainer will be paid to the consultant quarterly during the fiscal year for which the retainer is being paid. if. The compensation to be paid to the consultant for the services described in Section I (c) of Exhibit A for each debt issue is as follows: A fixed fee of $10,000 for preparation of the preliminary/final official statements for each separately sold and marketed bond issue. If the City chooses to have the official statement prepared by its disclosure counsel, this fee would not apply. This fee is contingent on the successful sale of bonds and payable from bond proceeds. A fixed fee for all other financial advisory services in connection with each series of bond issue separately marketed and sold as follows — $40,000 if the principal amount of bonds issued is less than $10 million; $50,000 if the principal amount of bonds issued between $10 million and $15 million; $60,000 if the principal amount of bonds issued between $15 million and $25 million, and • $75,000 if the principal amount of bonds issued exceeds $25 million. This compensation is contingent upon the successful sale of the debt issue. The compensation sale is to be paid out of the proceeds of the debt issue and shall be paid upon closing of the debt issue sale. The compensation to be paid to the consultant for the services described in Section I (c) of Exhibit A for debt issues of par amounts less than ten million dollars ($10,000,000) shall be negotiated between the City and the consultant. If the City and the consultant cannot agree on the reduction in compensation for a debt issue that is less than a par amount of $10,000,000, the City shall have the Page 1 of 2 right to secure financial advisory services from another financial advisor for this debt issue. The consultant shall not have the right to any compensation other than the compensation described in I above, for a debt issue for which the consultant does not provide the service described in Section I (c) of Exhibit A. III. 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 (a) through (c) of Exhibit A. Such reimbursement shall not exceed five thousand dollars ($5,000) annually. The reimbursable costs incurred for providing the services described in Section I (c) of Exhibit A shall be paid out of the debt issue proceeds. The consultant may submit cost reimbursement invoices to the City on a periodic basis during the fiscal year in which the costs were incurred. However, all invoices for cost reimbursements shall be submitted by the consultant by July 31 of the fiscal year immediately following the fiscal year in which the reimbursable costs were incurred. The consultant shall submit with the reimbursable cost invoice, where practical, all invoice for expenditure incurred for which a reimbursement is being requested. IV. In the event that the City and the consultant mutually agree that in any year that activities and demands upon the consultant for services described in Sections I (a) and (b) of Exhibit A were insufficient to justify payment of the full twenty-five thousand dollar ($25,000) retainer amount, the consultant shall negotiate with the City for a mutually agreed upon reduction of the retainer for the fiscal year. In no event shall the amount of the reduction in the retainer amount exceed fifteen thousand dollars ($15,000) for a fiscal year. V. For fiscal years beginning after June 30, 2008, the consultant may request an adjustment of the retainer for described in Sections I and II above, and an adjustment in the maximum annual reimbursable costs described in Section III above. Any adjustment in retainer fee/and or maximum reimbursable cost amounts shall be mutually agreed upon by the City and the consultant. The consultant shall submit the adjustment request to the City six months prior to the beginning of a fiscal year for which the consultant seeks and adjustment. Page 2 of 2