HomeMy WebLinkAboutContracts & Agreements_155-2021AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of professional municipal finance consulting services
("Agreement") is made and entered in this 27th day of August, 2021 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City") and California Municipal
Advisors, LLC, a California limited liability company ("Consultant") City and Consultant are
sometimes individually referred to herein as a "Party" and, together, as the "Parties." In
consideration of the mutual promises contained herein, City and Consultant agree as follows
ARTICLE 1 — ENGAGEMENT OF CONSULTANT
1 1 City hereby engages Consultant to provide municipal finance consulting services for City
(the "Services")
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services
ARTICLE 2 — SERVICES OF CONSULTANT
2 1 The Services that Consultant shall perform are more particularly described in Exhibit
"A," titled "Scope of Services," which is attached hereto and incorporated herein by
reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including, but not limited to, any applicable State
prevailing wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3 1 City designates Danielle Garcia, Management Services/Finance Director, as City's
representative with respect to performance of the Services, and such person shall have the
authority to transmit instructions, receive information, interpret and define City's policies
and decisions with respect to performance of the Services
ARTICLE 4 — PERFORMANCE OF SERVICES
4 1 Consultant shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit "B," titled "Project Schedule," which is
attached hereto and incorporated herein by reference
4.2 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to City, consistent with City
Council -adopted policy for the salve It shall be the obligation of Consultant to obtain a
copy of such policy from City staff.
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ARTICLE 5 — PAYMENTS TO CONSULTANT
5 1 The total annual compensation for Consultant's performance of the Services shall not
exceed the amount of four thousand eight hundred forty five dollars ($4,845) City shall
pay Consultant on a time and materials basis up to the not to exceed amount in
accordance with Exhibit "C," titled "Fee Schedule," which is attached hereto and
incorporated herein by reference.
5.2 Consultant shall submit monthly invoices to City describing the Services performed
during the preceding month. Consultant's invoices shall include a brief description of the
Services performed, the dates the Services were performed, the number of hours spent
and by whom, and a description of reimbursable expenses related to the Services. City
shall pay Consultant no later than thirty (30) days after receipt and approval by City of
Consultant's invoice
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person, (ii) five (5) days after deposit in first class registered mail, with
return receipt requested, (iii) on the actual delivery date if deposited with an overnight
courier, or (iv) on the date sent by facsimile or electronic mail transmission (including
PDF), if confirmed with a copy sent contemporaneously by first class, certified,
registered or express mail, in each case properly posted and fully prepaid to the
appropriate address set forth below, or such other address as a Party may provide notice
in accordance with this section.
CITY.
City Clerk
City of Redlands
35 Cajon Street
P 0 Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands org
Phone (909) 798-7531
CONSULTANT.
Andrew Flynn
California Municipal Advisors, LLC
20 South Santa Cruz Avenue, Suite 300
Los Gatos, CA 95030
aflynn@calmuniadvisors com
Phone (415) 310-1255
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6 1 The following insurance coverage required by this Agreement shall be maintained by
Consultant for the duration of its performance of the Services. Consultant shall not
perform any Services unless and until the required insurance listed below is obtained by
Consultant. Consultant shall provide City with certificates of insurance and endorsements
evidencing such insurance prior to commencement of the Services. Insurance policies
shall include a provision prohibiting cancellation or modification of the policy except
upon thirty (30) days prior written notice to City
A. Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
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City that Consultant is self -insured or exempt from the workers' compensation laws
of the State of California. Consultant shall execute and provide City with Exhibit
"D," titled "Workers' Compensation Insurance Certification," which is attached
hereto and incorporated herein by this reference, prior to performance of the Services.
B Consultant specifically represents that it maintains professional liability insurance of
a minimum of One Million Dollars ($1,000,000) per occurrence and Two Million
Dollars ($2,000,000) aggregate applicable to the services to be rendered under this
Agreement.
C Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and
property damage liability This coverage shall include all Consultant owned vehicles
used in connection with Consultant's provision of the Services, hired and non -owned
vehicles, and employee non -ownership vehicles City shall be named as an additional
insured and such insurance shall be primary and non-contributing to any insurance or
self-insurance maintained by City
D Consultant is expressly prohibited from assigning or subcontracting any of the
Services without the prior written consent of City In the event of mutual agreement
by the Parties to assign or subcontract a portion of the Services, Consultant shall add
such assignee or subcontractor as an additional insured to the insurance policies
required hereby and provide City with the insurance endorsements prior to any
Services being performed by the assignee or subcontractor
6.2 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by any negligent act or omission by, or the willful misconduct of, Consultant, or its
officers, employees and agents in performing the Services
ARTICLE 7 — CONFLICTS OF INTEREST
7 1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income, interest in real property or investment that would be affected in any manner or
degree by the performance of Consultant's Services. Consultant further covenants and
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make a governmental decision whether to
(i)
approve a rate, rule or regulation, or adopt or enforce a City law;
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(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item,
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perform the same or substantially
the same duties for City that would otherwise be performed by an individual
holding a position specified in City's Conflict of Interest Code under Government
Code section 87302
7.3 In the event City determines that Consultant must disclose its financial interests,
Consultant shall complete and file a Fair Political Practices Commission Form 700,
Statement of Economic Interests, with the City Clerk's office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8 — GENERAL CONSIDERATIONS
8 1 In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of in-house counsel by a Party
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement. Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, result in City's immediate termination of this Agreement.
8.3 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor Neither City nor any its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein
set forth. Consultant shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account
only, and in no event shall Consultant or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City Consultant
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority, express or implied, to
bind City to any obligation.
8 4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than five (5) days prior written notice to Consultant of City's intent to terminate If this
Agreement is terminated by City, an adjustment to Consultant's compensation shall be
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made, but (1) no amount shall be allowed for anticipated profit or unperformed Services,
and (2) any payment due Consultant at the time of termination may be adjusted to the
extent of any additional costs to City occasioned by any default by Consultant. Upon
receipt of a termination notice, Consultant shall immediately discontinue its provision of
the Services and, within five (5) days of the date of the termination notice, deliver or
otherwise make available to City, copies (in both hard copy and electronic form, where
applicable) of project related data, design calculations, drawings, specifications, reports,
estimates, summaries and such other information and materials as may have been
accumulated by Consultant in performing the Services. Consultant shall be compensated
on a pro-rata basis for Services completed up to the date of termination.
8 5 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant pursuant to this Agreement. Such books shall be available at reasonable tunes
for examination by City at the office of Consultant.
8 6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained
herein, and any prior negotiations, written proposals or verbal agreements relating to such
matters are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
8 7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to its conflicts of laws provisions. The Parties agree
that all actions or proceedings arising in connection with this Agreement shall be tried
and litigated only in the state courts located in San Bernardino County, California, and
the federal courts located in Riverside County, California.
8 8 If one or more of the sentences, clauses, paragraphs or sections contained in this
Agreement is declared invalid, void or unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or
sections contained herein, unless to do so would deprive a Party of a material benefit of
its bargain under this Agreement.
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IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS CALIFORNIA
Ch es M Duggan, Jr , City Manager
ATTEST.
Jeaj Donaldson, City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
Pension Liability Management Advisory Services shall include:
• Attend meetings and/or conference calls with City staff, and other as requested by the
City to provide information general discussions pertaining to the existing City of
Redlands Ca1PERS pension plans.
• Provide pension liability financial modeling support to effectively articulate the nature of
existing City of Redlands pension liabilities and how they may change over time.
Work closely with staff to effectively articulate the complexities of long-term pension liability
management and support the preparation of presentation materials for educational sessions
planned for the City Council.
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EXHIBIT "B"
PROJECT SCHEDULE
• Kick -Off Meeting August 30, 2021
• Educational Materials Development
o August 30, 2021 — October 6, 2021
o Four planning/development/discussion calls via Zoom
o Periodic delivery of draft materials as agreed
• Delivery of Draft Work Product by Consultant Advisors
o On or before Friday, October 8, 2021
• Final Requested Revisions by City of Redlands
o On or before Wednesday, October 13, 2021
• Delivery of Final Work Product by Consultant Advisors
o On or before Tuesday, October 19, 2021
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EXHIBIT "C"
FEE SCHEDULE
For the Services described in Exhibit A, Consultant will be compensated on a time and materials
basis, not to exceed total budget, as shown below The invoices and additional documentation
requested by City, as applicable, will be submitted to the City monthly
In no case shall the total compensation under this Agreement exceed the "not -to -exceed" amount
specified below without prior written authorization of the Finance Director or other authorized
officer
If there are material changes to the Scope of Services, a revised budget may be determined by
mutual written agreement between Consultant and the City
Task
Description Hours [1]
Amount @
$285/hr [1]
1 Pension Liability Presentation Materials Development 11 $3,135
2 Pension Management Meetings 6 $1,710
TOTAL
17 $4,845
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EXHIBIT "D"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of
the following ways:
(a) By being insured against liability to pay compensation by one or more insurers
duly authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of' ability to self -insure and to pay any compensation that
may become due to his or her employees.
CHECK ONE
I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and I will comply with such provisions
before commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code § 1861).
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such
that I become subject to the workers' compensation laws of California, immediately I shall
provide the City with a certificate of consent to self -insure, or a certification of workers'
compensation insurance.
I certify under penalty of perjury under the laws of the State of California that the information
and representations made in th'. certificate are true and correct.
CALIFORNIA SORS
Date: 3
4/"47-ndrew Fl
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„are 6.2/
EXHIBIT "E"
DISCLOSURE OF CONFLICTS OF INTEREST AND OTHER INFORMATION
CALIFORNIA MUNICIPAL ADVISORS LLC
I. Introduction
California Municipal Advisors LLC (hereinafter, referred to as "CalMuni") is a registered
municipal advisor with the Securities and Exchange Commission (the "SEC") and the Municipal
Securities Rulemaking Board (the "MSRB"), pursuant to the Securities Exchange Act of 1934
Rule 15Ba1-2 In accordance with MSRB rules, this disclosure statement is provided by us to
each client prior to the execution of its advisory agreement with written disclosures of all
material conflicts of interests and legal or disciplinary events that are required to be disclosed
with respect to providing financial advisory services pursuant to MSRB Rule G-42(b) and (c)
(ii) CalMuni employs a number of resources to identify and subsequently manage actual or
potential conflicts of interest in addition to disclosing actual and potential conflicts of interest
provided herein.
How We Identify and Manage Conflicts of Interest
Code of Ethics. CalMuni requires all of its employees to conduct all aspects of our business with
the highest standards of integrity, honesty and fair dealing. All employees are required to avoid
even the appearance of misconduct or impropriety and avoid actual or apparent conflicts of
interest between personal and professional relationships that would or could interfere with an
employee's independent exercise of judgment in performing the obligations and responsibilities
owed to a municipal advisor and our clients.
Policies and Procedures. CalMuni has adopted policies and procedures that include specific
rules and standards for conduct. Some of these policies and procedures provide guidance and
reporting requirements about matters that allow us to monitor behavior that might give rise to a
conflict of interest. These include policies concerning the making of gifts and charitable
contributions, entertaining clients, and engaging in outside activities, all of which may involve
relationships with clients and others that are important to our analysis of potential conflicts of
interest.
Supervisory Structure. CalMuni has both a compliance and supervisory structure in place that
enables us to identify and monitor employees' activities, both on a transaction and firm -wide
basis, to ensure compliance with appropriate standards. Prior to undertaking any engagement
with a new client or an additional engagement with an existing client, appropriate municipal
advisory personnel will review the possible intersection of the client's interests, the proposed
engagement, our engagement personnel, experience and existing obligations to other clients and
related parties This review, together with employing the resources described above, allows us to
evaluate any situations that may be an actual or potential conflict of interest.
Disclosures. CalMuni will disclose to clients those situations that it believes would create a
material conflict of interest, such as
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1) any advice, service or product that any affiliate may provide to a client that is directly related
to the municipal advisory work of CalMuni,
2) any payment made to obtain or retain a municipal advisory engagement with a client;
3) any fee -splitting arrangement with any provider of an investment or services to a client;
4) any conflict that may arise from the type of compensation arrangement we may have with a
client; and
5) any other actual or potential situation that CalMuni is or becomes aware of that might
constitute a material conflict of interest that could reasonably be expected to impair our
ability to provide advice to or on behalf of clients consistent with regulatory requirements.
If CalMuni identifies such situations or circumstances, we will prepare meaningful disclosure
describing the implications of the situation and how we intend to manage the situation. CalMuni
will also disclose any legal or disciplinary events that are material to a client's evaluation or the
integrity of our management or advisory personnel. CalMuni will provide this disclosure (or a
means to access this information) in writing prior to starting our proposed engagement, and will
provide such additional information or clarification as the client may request. CalMuni will also
advise clients in writing of any subsequent material conflict of interest that may arise, as well as
the related implications, its plan to manage that situation, and any additional information such
client may require
II. General Conflict of Interest Disclosures
Disclosure of Conflicts Concerning the Firm's Affiliates
CalMuni's affiliates offer a wide variety of financial and legal services, and our clients may be
interested in pursuing an affiliate's services separately The affiliate's business with the client
could create an incentive for CalMuni to recommend a course of action designed to increase the
level of the client's business activities with the affiliate or to recommend against a course of
action that would reduce the client's business activities with the affiliate In either instance,
CalMuni may be perceived as recommending services for a client that are not in the best interests
of our clients, but rather are in our interests or the interests of our affiliates. Accordingly,
CalMuni mitigates any perceived conflict of interest that may arise in this situation by disclosing
it to the client, and by requiring that there be a review of the municipal securities transaction or
municipal financial product to ensure that it is suitable for the client in light of various factors,
after reasonable inquiry, including the client's needs, objectives and financial circumstances.
Further, CalMuni receives no compensation from its affiliates with respect to a client
introduction or referral. If a client chooses to work with an affiliate, we require that the client
consult and enter into a separate agreement for services, so that the client can make an
independent, informed, evaluationof the services offered.
Disclosure of Conflicts Related to the Firm's Compensation
From time to time, CalMuni may be compensated by a municipal advisory fee that is or will be
set forth in an agreement with the client to be, or that has been, negotiated and entered into in
connection with a municipal advisory service Payment of such fee may be contingent on the
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closing of the transaction and the amount of the fee may be based, in whole or in part, on a
percentage of the principal or par amount of municipal securities or municipal financial product.
While this form of compensation is customary in the municipal securities market, it may be
deemed to present a conflict of interest since we may appear to have an incentive to recommend
to the client a transaction that is larger in size than is necessary Further, CalMuni may also
receive compensation in the form of a fixed fee arrangement. While this form of compensation is
customary, it may also present a potential conflict of interest if the transaction ultimately requires
less work than contemplated and we are perceived as recommending a more economically
friendly pay arrangement. Finally, CalMuni may contract with clients on an hourly fee basis If
CalMuni and the client do not agree on a maximum amount of hours at the outset of the
engagement, this arrangement may pose a conflict of interest as we would not have a financial
incentive to recommend an alternative that would result in fewer hours. CalMuni manages and
mitigates all of these types of conflicts by disclosing the fee structure to the client, and by
requiring that there be a review of the municipal securities transaction or municipal financial
product to ensure that it is suitable for the client in light of various factors, after reasonable
inquiry, including the client's needs, objectives, and financial circumstances.
Disclosure Concerning Provision of Services to State and Local Government, and Non -Profit
Clients
CalMuni regularly provides financial advisory services to state and local governments, their
agencies, and instrumentalities, and non-profit clients. While our clients have expressed that this
experience in providing services to a wide variety of clients generally provides great benefit for
all of our clients, there may be or may have been clients with interests that are different from
(and adverse to) other clients. If for some reason any client sees our engagement with any other
particular client as a conflict, we will mitigate this conflict by engaging in a broad range of
conduct, if and as applicable Such conduct may include one or any combination of the
following. 1) disclosing the conflict to the client; 2) requiring that there be a review of the
municipal securities transaction or municipal financial product to ensure that it is suitable for the
client in light of various factors, including the client's needs, objectives and financial
circumstances, 3) implementing procedures that establishes a "firewall" that creates physical,
technological and procedural barriers and/or separations to ensure that non-public information is
isolated to particular area such that certain governmental transaction team members and
supporting functions operate separately during the course of work performed, and 4) in the rare
event that a conflict cannot be resolved, we will withdraw from the engagement.
Disclosure Related to Legal and Disciplinary Events
As registered municipal advisors with the SEC and the MSRB, pursuant to the Securities
Exchange Act of 1934 Rule 15Ba1-2, our legal, disciplinary and judicial events are required to
be disclosed on our forms MA and MA -I filed with the SEC, in `Item 9 Disclosure Information'
of form MA, `Item 6 Disclosure Information' of form MA -I, and if applicable, the corresponding
disclosure reporting page(s) To review the foregoing disclosure items and material change(s) or
amendment(s), if any, clients may electronically access CalMuni filed forms MA and MA -I on
the SEC's Electronic Data Gathering, Analysis, and Retrieval system, listed by date of filing
starting with the most recently filed.
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III. Specific Conflicts of Interest Disclosures — Client
To our knowledge, following reasonable inquiry, we are not aware of any other actual or
potential conflict of interest that could reasonably be anticipated to impair our ability to provide
advice to or on behalf of the Client in accordance with applicable standards of conduct of MSRB
Rule G-42.
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