1 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
FIRST AMENDED AND RESTATED
CITY OF CHULA VISTA CONSULTANT
SERVICES AGREEMENT
WITH SCG - SPICER CONSULTING GROUP, LLC
TO PROVIDE SPECIAL TAX CONSULTANT SERVICES FOR ASSESSMENT DISTRICTS,
COMMUNITY FACILITIES DISTRICTS, OPEN SPACE DISTRICTS, AND ANNUAL
SEWER ASSESSMENT ADMINISTRATION SERVICES
This First Amended and Restated Agreement is dated February 16, 2021 , for reference purposesonly, and is effective asof the beginning date specified in Section 3 of Exhibit A (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“City”) and SCG - Spicer consulting group, LLC, a California Limited Liabilit y Company (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts:
RECITALS
WHEREAS, the Cit y has formed one AssessmentDistrict to provide funding for benefitting p r o p er t i es and infrastructure under the Municipal Improvement Acts of 1913 and 1915; and WHEREAS, the City has also formed 31 Mello- Roos Community Facilities Districts to provide funding for the construction of infrastructure or for the maintenanceof open space areasin accordance with the Community Facilities Act of 1982; and
WHEREAS, the City has formed 35 Open Space Districts to provide funding for perpetual maintenanceof common open spaceareas; and
WHEREAS, the City has one Sewer Assessment District which is a financing mechanism for the collection of wastewater conveyanceand treatment service feesfor a portion of the City.
WHREAS, the City requires a consultant for the performance of apportionment, delinquency monitoring, administration and other services for the said districts; and WHEREAS, as required by Municipal Code Section 2.56.110, a Request for Proposal (RFP) was prepared and advertised, proposals were received and reviewed, and firms were interviewed and ranked in accordance with selection criteri a; and
WHEREAS, five firms responded to the RFP, Albert Webb, BLX Group, NBS, Spicer and Willdan Financial Services; and
WHEREAS, the selection committee recommended awarding the contract to SCG - Spicer Consulting Group, LLC; and
WHEREAS, the parties previously entered into the “ Consultant Services Agreement w ith SCG Special Tax Consultant Services For Assessment Districts, Community Facilities Districts, Open Space Districts, And Annual Sewer Assessment Administration Services ,” dated April 1 , 2018 for the performance of necessary tasks in the administration of the City' s Assessment Districts, Community Facilities Districts, Open Space Districts, and Sewer AssessmentDistrict including delinquency managementand apportionment services; and DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E R2021- 023
2 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
WHEREAS, the City and Consultant have identified additional services to be performed by Consultant, warranting this First Amended Agreement; and
WHEREAS, Consultant warrants and representsthat it is experienced and staffed in a manner such that it can deliver the services required of Consultant to City in accordance with the time frames and the terms and conditions of this Agreement.
End of Recitals. Next Page Starts Obligatory Provisions.] DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E 3 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
OBLIGATORYPROVISIONS
NOW, THEREFORE, in consideration of the above recitals, the covenantscontained herein, and other good and valuable consideration, the receipt and sufficienc y of which the Parties hereby acknowledge, City and Consultant hereby agreeasfollows:
1. SERVICES
1.1 Required Services. Consultant agreesto perform the services, and deliver to Cit y the “Deliverables” if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essencefor this Agreement. The servicesand/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.”
1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reducethe Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensationassociatedwith the reduction.
1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, proceduresand ordinances governing procurement and purchasing authority, City may request Consultant provide additional services related to the Required Services (“Additional Services”). If so, Cit y and Consultant agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additional Services. Unless otherwise agreed, compensation for the Additional Services shall be chargedand paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “ Additional Services” shall also become “Required Services” for purposesof this Agreement.
1.4 Standard of Care. Consultant expressly warrants and agrees that any and all Required Services hereundershall be performed in accordancewith the highest standard of care exercised by members of the profession currentl y practicing under similar conditions and in similar locations.
1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors.
1.6 Security for Performance. In the event that Exhibit A Section 4 indicates the needfor Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney.
1.7 Compliance with Laws. In its performance of the Required Services, Consultant shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code.
1.8 Business License. Prior to commencement of work, Consultant shall obtain a business license from City.
1.9 Subcontractors. Prior to commencementof any work, Consultant shall submit for City’s information and approval a list of any and all subcontractors to be used by Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to ensure that all DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E 4 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
subcontractors and personnel utilized by the Consultant to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractoris expectedto fulfill any responsibilities of the Consultant underthis Agreement, Consultant shall ensure that each and every subcontractor carries out the Consultant’s responsibilities as set forth in this Agreement.
1.10 Term. This Agreement shall commenceon the earlier to occur of the Effective Date or Consultant’s commencement of the Required Services hereunder, and shall terminate when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect.
2. COMPENSATION
2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Consultant in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2.
2.2 Detailed Invoicing. Consultant agreesto provide City with a detailed invoice for services performed each month, within thirty ( 30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format with each task separately explained in reasonabledetail. Each invoice shall include the current monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget. Consultant must obtain prior written authorization from City for any feesor expensesthat exceedthe estimatedbudget.
2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for the invoice amount within thirty ( 30) days. Paymentshall bemadein accordancewith the termsandconditions set forth in Exhibit A and section 2.4, below. At Cit y’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced.
2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice ( the “ holdback amount”). Upon City review and determination of Project Completion, the holdback amount will be issuedto Consultant.
2.5 Reimbursement of Costs. City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A.
Unless specificall y provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services.
2.6 Exclusions. Cit y shall not be responsible for payment to Consultant for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or ( b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or subcontractors.
2.7 Payment Not Final Approval. Consultant understandsand agreesthat payment to the Consultant or reimbursement for any Consultant costs related to the performance of Required Services does not constitute a Cit y final decision regarding whether such payment or cost reimbursement is allowable and eligible for DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E 5 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
payment under this Agreement, nor doesit constitute a waiver of any violation by Consultant of the terms of this Agreement. If City determines that Consultant is not entitled to receive any amount of compensation already paid, Cit y will notify Consultant in writing and Consultant shall promptly return such amount.
3. INSURANCE
3.1 Required Insurance. Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurancedescribed on the attachedExhibit B, incorporated into the Agreement by this reference the “Required Insurance”). The Required Insurance shall also compl y with all other terms of this Section.
3.2 Deductibles and Self- Insured Retentions. Any deductibles or self-insured retentions relating to the Required Insurancemust be disclosed to and approvedby Cit y in advanceof the commencementof work.
3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A. M. Best’s rating of A V or better, or, if insuranceis placedwith a surplus lines insurer, insurer must belisted on the Stateof California List of Eligible Surplus Lines Insurers ( LESLI) with a current A.M. Best’s rating of no less than A X. For Workers’ Compensation Insurance, insuranceissuedby the StateCompensationFund is also acceptable.
3.4 Subcontractors. Consultant must include all sub-consultants/sub-contractors as insureds under its policies and/or furnish separatecertificates and endorsementsdemonstrating separatecoverage for those not under its policies. Any separate coverage for sub-consultants must also comply with the terms of this Agreement.
3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be namedas additional insureds with respect to any polic y of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager.. The general liabilit y additional insured coverage must be provided in the form of an endorsement to the Consultant’s insurance using ISO CG 2010 ( 11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage.
3.6 Gener al Liabili t y C ove ra ge to be “P rimar y.” Consultant’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Consultant and in no way relieves Consultant from its responsibilit y to provide insurance.
3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure and put into effect equivalent coverage(s).
3.8 Waiver of Subrogation. Consultant’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance polic y under this Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim againstCity.
3.9 Verification of Coverage. Prior to commencementof any work, Consultant shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E 6 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The words “will endeavor” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives” or any similar languagemust be deletedfrom all certificates.
The required certificates and endorsements should otherwise be on industry standard forms. The City reservesthe right to require, at any time, complete, certified copiesof all required insurancepolicies, including endorsementsevidencing the coverage required by thesespecifications.
3.10 Claims Made Policy Requirements. If General Liabilit y, Pollution and/or Asbestos Pollution Liabilit y and/or Errors & Omissions coverage are required and are provided on a claims-made form, the following requirements also apply:
a. The “Retro Date” must be shown, and must be before the date of this Agreement or the beginning of the work required by this Agreement.
b. Insurance must be maintained, and evidence of insurance must be provided, for at least five ( 5) years after completion of the work required by this Agreement. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a “Retro Date” prior to the effective date of this Agreement, the Consultant must purchase “extended reporting” coverage for a minimum of five ( 5) yearsafter completion of the work required by this Agreement. d. A copy of the claims reporting requirements must be submitted to the City for review.
3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Consultant’s obligations under this Agreement, including Indemnit y.
3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coveragefor higher limits maintained.
4. INDEMNIFICATION
4.1. General. To the maximum extent allowed by law, Consultant shall protect, defend, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers ( collectivel y, Indemnified Parties”), from and against any and all claims, demands, causesof action, costs, expenses, including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, incl uding wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liabilit y, costsandexpensesarising from the sole negligenceor willful misconduct of the Indemnified Parties.
Also covered is liabilit y arising from, connected with, caused by or claimed to be caused by the active or passivenegligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agentsor officers, or any third party.
4.2. Modified Indemnit y Where Agreement Involves Design Professional Services . Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E 7 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity obligation under Section 1, above, shall be limited to the extent required by California Civil Code section 2782.8.
4.3 Costs of Defense and Award. Included in Consultant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consultant’s own cost, expense and risk, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties.
Subject to the limitations in this Section 4, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them.
4.4. C onsul tant’s Obligati ons Not Lim i ted or Modified. Consultant’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Consultant. Furthermore, Consultant’s obligations under this Section 4 shall in no way limit, modify or excuseany of Consultant’s other obligations or duties under this Agreement.
4.5. Enforcement Costs. Consultant agreesto pay any and all costs City incurs in enforcing Consultant’s obligations under this Section 4.
4.6 Survival. Consultant’s obligations under this Section 4 shall survive the termination of this Agreement.
5. FINANCIAL INTERESTS OF CONSULTANT.
5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultants performing work for government agencies to publicly disclose certain of their personal assetsand income using a Statement of Economic Interests form ( Form 700). In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirementsidentified in the attachedExhibit C, incorporated into the Agreement by this reference.
5.2 Disclosures; Prohibited Interests. Independent of whether Consultant is required to file a Form 700, Consultant warrants and representsthat it has disclosed to Cit y any economic interests held by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Consultant warrants and representsthat it has not employed or retainedany company or person, other than a bonafide employeeor approvedsubcontractorworking solely for Consultant, to solicit or securethis Agreement. Further, Consultant warrants and representsthat it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non- contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’s subcontractors. Consultant further agrees to notify Cit y in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. For breach or violation of any of thesewarranties, City shall have the right to rescind this Agreement without liability.
6. REMEDIES
6.1 Termination for Cause. If for any reason whatsoever Consultant shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E 8 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
covenants, agreementsor conditions of this Agreement (each a “Default”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to terminate this Agreement by giving five ( 5) days written notice to Consultant. Such notice shall identify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Consultant up to ten ( 10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide Cit y any and all ”Work Product” (defined in Section 7 below) prepared by Consultant as part of the Required Services. Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reducedby any costsincurred or projected to be incurred by Cit y asa result of the Default.
6.2 Termination or Suspensionfor Convenienceof City. City may suspendor terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Consultant of such termination or suspensionat least fifteen ( 15) days prior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately ceaseall work under the Agreement and promptly deliver all “ Work Product” ( defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Consultant shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/ suspensionnotice plus any additional remaining Required Services requestedor approved by City in advancethat would maximize City’s value under the Agreement.
6.3 Waiver of Claims. In the event City terminates the Agreement in accordancewith the terms of this Section, Consultant hereby expressly waives any and all claims for damagesor compensation as a result of such termination except asexpressly provided in this Section 6.
6.4 Administrative Claims Requirementsand Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presentedin writing and filed with City and acted upon by Cit y in accordancewith the proceduresset forth in Chapter 1.34 of the Chula Vista Municipal Code, assamemay be amended, the provisions of which, including such policies and proceduresusedby Cit y in the implementation of same, are incorporated herein by this reference. Upon requestby Cit y, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement.
6.5 Governing Law/Venue. This Agreement shall be governed by and construedin accordancewith the laws of the State of California. An y action arising under or relating to this Agreement shall be brought only in SanDiego County, Stateof California.
6.6 Service of Process. Consultant agrees that it is subject to personal jurisdiction in California. If Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Consultant irrevocably consents to service of process on Consultant by first class mail directed to the individual and addresslisted under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing.
DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E 9 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
7. OWNERSHIP AND USE OF WORK PRODUCT
All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “ Work Product”) shall be the sole and exclusive property of Cit y. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express, prior written consent of City.
City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, copyright or patent, in whole or in part, any such Work Product, without requiring any permission of Consultant, except as may be limited by the provisions of the Public Records Act or expressly prohibited by other applicable laws.
With respectto computer files containing data generatedas Work Product, Consultant shall make available to City, upon reasonable written request by Cit y, the necessaryfunctional computer software and hardware for purposesof accessing, compiling, transferring and printing computer files.
8. GENERAL PROVISIONS
8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties.
8.2 Assignment. Cit y would not have entered into this Agreement but for Consultant’s unique qualifications and traits. Consultant shall not assign any of its rights or responsibilities under this Agreement, nor any part hereof, without City’s prior written consent, which City may grant, condition or deny in its sole discretion.
8.3 Authority. The person(s) executing this Agreement for Consultant warrants and representsthat they have the authorit y to execute same on behalf of Consultant and to bind Consultant to its obligations hereunderwithout any further action or direction from Consultant or any board, principle or officer thereof.
8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemedan original, but all of which shall constitute one Agreement after each Party has signed such a counterpart.
8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respectto the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneousagreements, understandings, representations, warranties and statements, oral or written, are superseded.
8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services, Consultant agreesto maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the performance of the Agreement, including accounting for costs and expenses charged to City, including such records in the possession of sub- contractors/sub-consultants.
8.7 Further Assurances. The Parties agreeto perform such further acts and to execute and deliver such additional documentsand instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties.
8.8 Independent Contractor. Consultant is and shall at all times remain as to City a wholl y independent contractor. Neither Cit y nor any of its officers, employees, agentsor volu nteersshall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents (“Consultant Related DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E 10 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
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Individuals”), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employeesare entitled, including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Furthermore, Cit y will not withhold state or federal income tax, social security tax or any other payroll tax with respectto any Consultant Related Individuals; instead, Consultant shall be solely responsible for the payment of same and shall hold the City harmless with respect to same. Consultant shall not at any time or in any manner representthat it or any of its Consultant Related Individuals are employees or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatsoeveragainstCit y, or bind City in any manner.
8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requeststo be sent to any Party shall be deemed to have been properly given or servedif personally served or deposited in the United Statesmail, addressedto such Party, postage prepaid, registered or certified, with return receipt requested, at the addressesidentified in this Agreement at the places of businessfor each of the designatedParties as indicated in Exhibit A, or otherwise provided in writing.
End of page. Next page is signature page.)
DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E 11 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
SIGNATURE PAGE
CONSULTANT SERVICES AGREEMENT
IN W ITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant agree that they have read and understood all terms and conditions of the Agreement, that they fully agree and consent to bound by same, and that they are freely entering into this Agreement as of the Effective Date.
SCG - SPICER CONSULTING GROUP, LLC CITY OF CHULA VISTA
BY: BY:
ShaneSpicer MARY CASILLAS SALAS
Managing Director MAYOR
ATTEST
BY:
Kerry K. Bigelow, MMC
City Clerk
APPROVED AS TO FORM
BY:
Glen R. Googins
City Attorney
DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E For
12 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
EXHIBIT A
SCOPE OF WORK AND PAYMENT TERMS
1. Contact People for Contract Administration and Legal Notice A. City Contract Administration:
Patricia Macias
276 Fourth Avenue
Chula Vista, CA 91910
619-409-5916
[email protected]
For Legal Notice Copy to:
City of Chula Vista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619-691-5037
CityAttorney@chulavist aca.gov
B. Consultant Contract Administration:
SCG - SPICER CONSULTING GROUP, LLC
41619 Margarita Road, Suite 101, Temecula CA 92591
951) 208-7870
[email protected]
For Legal Notice Copy to:
SCG – Spicer Consulting Group, LLC
ShaneSpicer, Managing Director
41619 Margarita Road, Suite 101, Temecula CA 92591
951) 208-7870
[email protected]
2. Required Services
A. General Description:
The servicesto be performed by Consultant are generally describedasfollows:
1. Provide Special Tax Consultant Services for: AssessmentDistricts ( ADs), Community Facilities Districts CFDs), Open SpaceDistricts ( OSDs), and Annual Sewer AssessmentAdministration Services.
2. Provide arbitrage calculations and continuing disclosure services for land-basedand non-land based bonds, including Pension Obligation Bonds (POBs) and other future issuancesthat may be createdthroughout the term of the Agreement.
3. Provide district formation and district modification servicesasneeded.
DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E 13 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
B. Detailed Description:
Consultant shall perform the following services:
Scope of Work
Assessment District Administration and Apportionment Services Apportion of tax lien for eachparcel within the assessmentdistrict according to the method of spreadin the Engineer’s Report
DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E 13 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
Provide assessmentinstallment information for eachparcel for submittal in a timel y mannerto the County of SanDiego for placementon the property tax roll. The information shall be submitted on the media, format, and configuration specified by the County; Researchand resubmit entries rejectedby the County on behalf of the City; Provide staffing and contact information to field inquiries concerning AssessmentDistrict administration, assessments, payoff calculation, and other information regarding district proceedings and annual installments for property owners, title companies and other interested parties; Preparean annual levy report summarizing the information usedto calculate the annual installment amount for the district, including a list of all AssessorParcel Numbers; Prepareand record the amendedassessmentdiagramsthat result from lot splits or subdivision; Provide support to Cit y staff in researching current and historical tax roll information, ownership, payoff calculation, delinquency notices and delinquent statusfrom the County tax system; Preparecontinuing disclosure reports and event notices for City staff review, as required by district disclosureagreementsandSEC Rule 15c2-12, and disseminate approved documents to the Electronic Municipal Market Access (EMMA);
Provide support to Cit y staff to maintain compliance with the requirementsof Stateof California Revenueand Taxation Code 163;
Perform required bond call spreadsin accordancewith applicable statelaws and coordinate the early redemption of outstanding bonds as needed;
Provide certification related to specific escrow releasetestson asneededbasis; Assist Cit y staff in delinquency managementby closely monitoring outstanding district delinquencies, and provide periodic reports to the City presenting aging and current statusesof all delinquent installments;
Provide Arbitrage Calculations at least every five years for each bond issue as well as a final computation on the date on which the last maturity of a bond issueis retired; Provide Asset Management Services including the ability to estimate future capital assetreplacement, as required by staff;
Assist Cit y with new AssessmentDistrict formations; and All other special projects as deemednecessary, including but not limited to refunding analysis.
Community Facilities District – Bonded
Review the special tax schedulespreparedby the City and ensurethat all debt service and administrative expensesare recovered through the annual special tax levies; Calculate the annual special tax levy for eachparcel within the CFD following the guidelines established in the Rate and Method of Apportionment of Special Tax; Preparecomprehensivespecial tax installment information for eachparcel for submittal in a timely mannerto the County of SanDiego for placementon the property tax roll. This information shall be submitted on the media, format, and configuration specified by the County; Researchand resubmit entries rejectedby the County on behalf of the City; Provide staffing and contact information to field inquiries concerning CFD administration, annual special taxes, payoff calculation, and other information regarding district proceedingsand annual installments for property owners, title companiesand other interestedparties; Preparean annual levy report summarizing the information used to calculate the annual installment amount for the districts, including a list of all AssessorParcel Numbers; Assist Cit y staff with proper disclosure of specialtax information for prospective property purchasesas required by Sections 53340.2(b) and 53341.5 of the Stateof California Government Code; DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E 14 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
Preparecontinuing disclosure reports and event notices for City staff review, asrequired by district disclosureagreementsandSEC Rule 15c2-12, and disseminateapproveddocumentsto the Electronic Municipal Market Access (EMMA);
Perform tasksassociatedwith CFD administration, including but not limited to bond call coordination, releaseof lien, delinquency reporting, foreclosure coordination, and annexation; Assist Cit y staff in providing information to bond rating agencieswhen needed; Assist in maintaining current and future CFD law and regulation compliance and notify Cit y staff of any pertinent changesin CFD law and regulations; Provide certification related to specific escrow releasetests on as neededbasis; Assist Cit y staff in delinquency managementby closely monitoring outstanding district delinquencies, and provide periodic reports to the City presenting aging and current statusesof all delinquent installments;
Provide Arbitrage Calculations at least every five yearsfor eachbond issueaswell asa final computation on the date on which the last maturity of a bond issueis retired; Provide Asset Management Services including the ability to estimate future capital assetreplacement, as requestedby staff;
All other special projects as deemednecessary, including but not limited to new district formation, tax rate projection, and refunding analysis.
Community Facilities District – Maintenance ( Non- Bonded) Calculate the annual special tax levy for eachparcel within the CFD following the guidelines established in the Rate and Method of Apportionment of Special Tax; Preparecomprehensive special tax installment information for eachparcel for submittal in a timely manner to the County of San Diego for placement on the property tax roll. The information shall be submitted on the media, format, and configuration specified by the County; Researchand resubmit entries rejected by the County on behalf of the City; Provide staffing and contact information to field inquiries concerning CFD administration, annual special taxes, and other information regarding district proceedingsand annual installments for property owners, title companiesand other interestedparties;
Preparean annual levy report summarizing the information used to calculate the annual installment amount for the districts, including a list of all AssessorParcel Numbers; Assist Cit y staff with proper disclosure of assessmentinformation for prospective property purchasesas required by Sections 53340.2(b) and 53341.5 of the State of California Government Code; Provide annexation servicesto all subject developments, boundary map recordation, annexation proceedings, such aspublic hearing and owner election, and Preparationof ratesand Method of Apportionment for annexations, data collection, etc.;
Administration and assistancewith compliance requirements; Provide Asset Management Services including the ability to estimate future capital assetreplacement, as requestedby staff;
Assist Cit y with new District formations; and
All other special projects as deemednecessary, including but not limited to revenue projection and cashflow forecast.
Open Space Maintenance Districts
Obtain thorough understanding of the Cit y’s OSD establishment, their boundaries, Parcels and particularities;
DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E 15 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
Review all documentation, databases, and budgetsprior to preparing levy analysis, in order to ensuretotal and complete equity of assessmentswithin eachdistrict; Preparecomplete documentation for annual assessment, including Engineer’s Reports and maps; Attend Cit y Council meetingswith OSD-related items, asrequestedby City staff; Provide comprehensive assessmentinstallment information for eachparcel and submit in a timel y manner to the County of SanDiego for placementon the property tax roll. The information shall be submitted on the media, format and configuration specified by the County; Researchand resubmit entries rejectedby the County on behalf of the City; Provide staffing and contact information to field inquiries concerning OSD administration, annual assessments, and other information regarding district proceedings and annual installments for property owners, title companiesand other interestedparties;
Preparean annual levy report summarizing the information usedto calculate the annual installment amount for the districts, including a list of all AssessorParcel Numbers; Provide Asset ManagementServicesincluding the ability to estimatefuture capital assetreplacement, as requestedby staff, and
Complete all reports on OSD required by the state and federal agencies.
Montgomery Sewer District
Obtain thorough understanding of the Montgomery Sewer District, its boundaries, Parcels, and particularities of the district;
Review all documentation, databases, and budgetsprior to preparing levy analysis, in order to ensuretotal and complete equity of assessmentsthe district; Work with water agenciesand download data from them to determine usage; Update sewer and meter rate tables with rate updatesfrom the prior year; Match new accounts to APNs ( usually around 2 dozen new accounts/per year); Run initial assessment, and researchzero ($0) assessmentparcels; Provide database/workbook to City Finance Staff to perform second levy check; Provide comprehensive assessmentinstallment information for eachparcel and submit in a timely manner to the County of San Diego for placement on the property tax roll. The information shall be submitted on the media, format and configuration specified by the County; Researchand resubmit entries rejectedby the County on behalf of the City; Provide staffing and contact information to field inquiries concerning the district administration, annual assessments, and other information regarding district proceedingsand annual installments for property owners, title companies and other interested parties; Preparean annual levy report summarizing the information used to calculate the annual installment amount for the districts, including a list of all AssessorParcel Numbers; and Complete all reports on the district required by the stateand federal agencies.
Non- Land Based Bonds
Preparecontinuing disclosure reports and event notices for City staff review, as required by the bond indenture and SEC Rule 15c2-12., and disseminate approved documents to the Electronic Municipal Market Access (EMMA);
Provide Arbitrage Calculations at least every five yearsfor eachbond issueaswell asa final computation on the date on which the last maturity of a bond issue is retired; DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E 16 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
Community Facilities District ( 16-I IA2/ Bayfront)
Review the special tax schedulespreparedby the City and ensurethat all debt service and administrative expensesare recoveredthrough the annual special tax levies.
Calculate the annual special tax levy for eachparcel within the CFD following the guidelines establishedin the Rate and Method of Apportionment of Special Tax;
Preparecomprehensive special tax installment information for each parcel for submittal in a timely manner to the County of San Diego for placement on the property tax roll. This information shall be submitted on the media, format, and configuration specified by the County; Researchand resubmit entries rejectedby the County on behalf of the City; Provide staffing and contact information to field inquiries concerning CFD administration, annual special taxed, payoff calculation, and other information regarding district proceedings and annual installments for property owners, title companiesand other interestedparties; Preparean annual levy report summarizing the information usedto calculate the annual installment amount for the districts, including a list of all AssessorParcel Numbers; Assist City staff with proper disclosure of special tax information for prospective property purchasesas required by Sections53340.2(b) and 53341.5 of the Stateof California Government Code; Preparecontinuing disclosure reports and event notices for City staff review, asrequired by district disclosure agreementsand SEC Rule 15c2-12, and disseminate approved documents to the Electronic Municipal Market Access (EMMA);
Perform tasksassociatedwith CFD administration, including but not limited to bond call coordination, releaseof lien, delinquency reporting, foreclosure coordination, and annexation; Assist City staff in providing information to bond rating agencieswhen needed; Assist in maintaining current and future CFD law and regulation compliance and notify City staff of any pertinent changesin CFD law and regulations;
Provide certification related to specific escrow releasetests on an as neededbasis; Assist City staff in delinquency managementby closely monitoring outstanding district delinquencies, and provide periodic reports to the City presentingaging and current statusesof all delinquent installments; Provide Arbitrage Calculations at least every five yearsfor eachbond issueaswell asa final computation on the date on which the last maturity of a bond issue is retired; Provide Asset Management Services including the ability to estimate future capital assetreplacement, as requestedby staff;
All other special projects as deemednecessary, including but not limited to new district formation, tax rate projection, and refunding analysis.
3. Term: In accordancewith Section 1.10 of this Agreement, the term of this Agreement shall begin April 01, 2018 and end on June 30, 2022 for completion of all Required Services.
4. Compensation:
DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E 16 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
A. Form of Compensation
Single Fixed Fee. For performance of all of the Required Services by Consultant as herein required, Cit y shall pay a single fixed fee of $ 760,000.00, upon completion of all Required Servicesto City’s satisfaction. The maximum amount to be paid to the Consultant for all servicesperformed through June30, 2022, pursuant to the Agreement and this First Amended and RestatedAgreement, shall not exceed $760,000.
B. Reimbursement of Costs
None, the compensationincludes all costs
5. Special Provisions:
Permitted Sub-Consultants: None
Security for Performance: “None”
Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement for one additional term defined as a one-year increment. The Cit y Manager or Director of Finance/Treasurer shall be authorized to exercisethe extensionson behalf of the City. If the City exercisesits option to extend, the amount to be paid to Consultant for services provided during the extension term shall not exceed $240,000 , and each extension shall be on the sameterms and conditions contained herein. The maximum amount to be paid to the Consultant for all services performed pursuant to the Agreement, this First Amended and Restated Agreement, and the option to extend, if exercised, shall not exceed $1,000,000.00.
DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E 17 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
give written notice to Consultant of the City’s election to exercise the extension via the Notice of Exercise of Option to Extend document.
Other: Describe Special Provisions (Delete Line If Not Applicable) None
DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E 18 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
EXHIBIT B INSURANCE
REQUIREMENTS
Consultant shall adhere to all terms and conditions of Section 3 of the Agreement and agrees to provide the following typesand minimum amountsof insurance, asindicated by checking the applicable boxes (x).
Type of Insurance Minimum Amount Form
General Liabilit y: $ 2,000,000 per occurrence for InsuranceServices Office Form Including products and bodily injur y, personal injury CG 00 01 completed operations, ( including death), and property personaland damage. If Commercial General
advertising injur y Liabilit y insurance with a general aggregate limit is used, either the
general aggregatelimit must apply
separately to this Agreement or the
general aggregate limit must be
twice the required occurrence limit
Additional Insured Endorsement
or Blanket AI Endorsement for
City*
Must be primary and must not
exclude Products/Completed
Operations
Waiver of Recovery Endorsement
Automobile Liabilit y $ 1,000,000 per accident for bodil y InsuranceServices Office Form CA 00 01
Code 1-An y Auto
Code 8-Hired
Code 9-Non Owned
injury, including death, and
property damage
Workers’ $ 1,000,000 eachaccident
1,000,000 diseasepolicy limit
1,000,000 diseaseeach employee
Waiver of Recovery Endorsement
Compensation
Employer’s Liabilit y
Professional Liabilit y $ 1,000,000 eachoccurrence
2,000,000 aggregateErrors & Omissions)
Other Negotiated InsuranceTerms: NONE
DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E 19 City of Chula Vista AgreementNo.: 18024-A1
Consultant Name: SCG - Spicer Consulting Group,
LLC
Rev. 10/24/17
EXHIBIT C
CONSULTANT CONFLICT OF INTEREST DESIGNATION
The Political Reform Act2and the Chula Vista Conflict of Interest Code3 (“Code”) require designatedstateand local government official s, including some consultants, to make certain public disclosures using a Statementof Economic Interestsform ( Form 700). Once filed, a Form 700 is a public document, accessibleto any member of the public. In addition, consultants designated to file the Form 700 are also required to comply with certain ethics training requirements.4
A. Consultant IS a corporation or limited liability company and is therefore EXCLUDED5from disclosure.
B. Consultant NOT a corporation or limited liability company and disclosure designation is asfollows:
APPLICABLE DESIGNATIONS FOR INDIVIDUAL( S) ASSIGNED TO PROVIDE SERVICES Category descriptions available at www.chulavistaca.gov/departments/city- clerk/ conflict- of-interest-code.) Nam e Email Address Applicable Designation
ShaneSpicer [email protected] A. Full Disclosure Melissa Bellitire Melissa.bellitire@spicercg. com B. Limited Disclosure (selectoneor more JonathanShort [email protected] of thecategoriesunderwhich theconsultantshall file):
1. 2. 3. 4. 5. 6.
7. Justification:
C. Excluded from Disclosure
1.Required Filers
Each individual who will be performing services for the City pursuant to the Agreement and who meetsthe definition of “Consultant,” pursuantto FPPC Regulation 18700.3, must file a Form 700.
2.Required Filing Deadlines
Each initial Form 700 required under this Agreement shall be filed with the Office of the City Clerk via the City's online filing system, NetFile, within 30 days of the approval of the Agreement. Additional Form 700 filings will be required annually on April 1 during the term of the Agreement, and within 30 days of the termination of the Agreement.
3. Filing Designation
The City Department Director will designateeach individual who will be providing services to the City pursuant to the Agreement as full disclosure, limited disclosure, or excluded from disclosure, basedon an analysis of the services the Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questions regarding filing requirements, pleasedo not hesitate to contact the City Clerk at (619)691 -5041, or the FPPC at 1- 866-ASK -FPPC, or (866) 275-3772 *2.
Pursuantto theduly adoptedCity of ChulaVista Conflict of InterestCode, this documentshall serveasthewritten determinationof theconsultant’s requirementto comply with thedisclosurerequirementssetforth in theCode.
Completed by: James Moore
2 Cal. Gov. Code §§81000 et seq.; FPPC Regs. 18700.3 and 18704. 3 Chula Vista Municipal Code §§2.02.010-2.02.040.
4 Cal. Gov. Code §§53234, et seq.
5 CA FPPC Adv. A-15-147 (Chadwick) (2015); Davis v. Fresno Unified School District ( 2015) 237 Cal.App.4th261; FPPC Reg. 18700.3 (Consultant defined asan “individual” who participates in making a governmental decision; “individual” doesnot incl ude corporation or limited liability company).
DocuSign Envelope ID: 1A57B1CB- 041C- 4BBC- 918B- B331EDB3628E