through the filing of a written report within twenty-four (24) hours of knowledge thereof. Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Master Agreement within twenty-four (24) hours of such occurrence. Theft or willful damage to property on loan to the Contractor from H-GAC, if any, shall be reported to local law enforcement agencies and H-GAC within two (2) hours of discovery of any such act.
The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State of Texas, the Federal Bureau of Investigation, and any other duly authorized investigative unit, in carrying out a full investigation of all such incidents.
The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor pertaining to this Master Agreement or which would adversely affect the Contractor’s ability to perform services under this Master Agreement.
ARTICLE 37: INDEMNIFICATION AND RECOVERY
H-GAC’s liability under this Master Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits, or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees, and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgements, and liens arising as a result of Contractor’s negligent act or omission under this Master Agreement. Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this Master Agreement.
ARTICLE 38: LIMITATION OF CONTRACTOR’S LIABILITY
Except as specified in any separate writing between the Contractor and an END USER, Contractor’s total liability under this Master Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Master Agreement.
ARTICLE 39: TITLES NOT RESTRICTIVE
The titles assigned to the various Articles of this Master Agreement are for convenience only. Titles shall not be considered restrictive of the subject matter of any Article, or part of this Master Agreement.
ARTICLE 40: JOINT WORK PRODUCT
This Master Agreement is the joint work product of H-GAC and the Contractor. This Master Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party.
ARTICLE 41: PROCUREMENT OF RECOVERED MATERIAL
H-GAC and the Respondent must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1) procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; (2) procuring solid waste management services in a manner that maximizes energy and resource recovery; and (3) establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Pursuant to the Federal Rule above, as required by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6962(c)(3)(A)(i)), Respondent DocuSign Envelope ID: E4D77477-E07A-45AE-A42F-916BF5C46EDC
certifies that the percentage of recovered materials content for EPA-designated items to be delivered or used in the performance of the Contract will be at least the amount required by the applicable contract specifications or other contractual requirements.
ARTICLE 42: COPELAND “ANTI-KICKBACK” ACT
Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into the contract. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as appropriate agency instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. A breach of the contract clauses above may be grounds for termination of the Contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.
ARTICLE 43: DISCRIMINATION
Respondent and any potential subcontractors shall comply with all Federal statutes relating to nondiscrimination.
These include, but are not limited to:
a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352), which prohibits discrimination on the basis of race, color, or national origin;
b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex;
c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps;
d) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§6101- 6107), which prohibits discrimination on the basis of age;
e) The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse;
f) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism;
g) Sections 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; h) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental, or financing of housing; i) Any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and
j) The requirements of any other nondiscrimination statute(s) that may apply to the application.
ARTICLE 44: DRUG FREE WORKPLACE
Contractor must provide a drug-free workplace in accordance with the Drug-Free Workplace Act, as applicable.
For the purposes of this Section, “drug-free” means a worksite at which employees are prohibited from engaging in the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance. H-GAC may request a copy of this policy.
ARTICLE 45: APPLICABILITY TO SUBCONTRACTORS
Respondent agrees that all contracts it awards pursuant to the contract awarded as a result of this Master Agreement will be bound by the foregoing terms and conditions.
ARTICLE 46: WARRANTY AND COPYRIGHT
Submissions must include all warranty information, including items covered, items excluded, duration, and renewability. Submissions must include proof of licensing if using third party code for programming.
ARTICLE 47: DATA HANDLING AND SECURITY
It will always be the responsibility of the selected Contractor to manage data transfer and to secure all data appropriately during the project to prevent unauthorized access to all data, products, and deliverables.
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ARTICLE 48: DISPUTES
All disputes concerning questions of fact or of law arising under this Master Agreement, which are not addressed within the Whole Master Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Master Agreement and in accordance with H-GAC's final decision.
ARTICLE 49: CHOICE OF LAW: VENUE
This Master Agreement shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with the Master Agreement shall lie exclusively in Harris County, Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes.
ARTICLE 50: ORDER OF PRIORITY
In the case of any conflict between or within this Master Agreement, the following order of priority shall be utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and 4) Other Attachments.
ARTICLE 51: WHOLE MASTER AGREEMENT
Please note, this is an H-GAC Master Agreement template and is used for all products and services offered in H-GAC Cooperative Purchasing. Any redlines to this Master Agreement may not be reviewed. If this Master Agreement has not been signed by the Contractor within 30 calendar days, this Master Agreement will be automatically voided. The Master General Provisions, Master Special Provisions, and Attachments, as provided herein, constitute the complete Master Agreement between the parties hereto, and supersede any and all oral and written Master Agreements between the parties relating to matters herein. Except as otherwise provided herein, this Master Agreement cannot be modified without written consent of the parties.
ARTICLE 52: UNIVERSAL IDENTIFIER AND SYSTEM FOR AWARD MANAGEMENT (SAM) In accordance with 2 CFR Title 2, Subtitle A, Chapter I, Part 25 as it applies to a Federal awarding agency's grants, cooperative agreements, loans, and other types of Federal financial assistance as defined in 2 CFR 25.406.
Contractor understands and as it relates to 2 CFR 25.205(a), a Federal awarding agency may not make a Federal award or financial modification to an existing Federal award to an applicant or recipient until the entity has complied with the requirements described in 2 CFR 25.200 to provide a valid unique entity identifier and maintain an active SAM registration (www.SAM.gov) with current information (other than any requirement that is not applicable because the entity is exempted under § 25.110). 2 CFR 25.200(b) requires that registration in the SAM prior to submitting an application or plan; and maintain an active SAM registration with current information, including information on a recipient's immediate and highest level owner and subsidiaries, as well as on all predecessors that have been awarded a Federal contract or grant within the last three years, if applicable, at all times during which it has an active Federal award or an application or plan under consideration by a Federal awarding agency; and provide its unique entity identifier in each application or plan it submits to the Federal awarding agency. To remain registered in the SAM database after the initial registration, the applicant is required to review and update its information in the SAM database on an annual basis from the date of initial registration or subsequent updates to ensure it is current, accurate and complete. At the time a Federal awarding agency is ready to make a Federal award, if the intended recipient has not complied with an applicable requirement to provide a unique entity identifier or maintain an active SAM registration with current information, the Federal awarding agency: (1) May determine that the applicant is not qualified to receive a Federal award; and (2) May use that determination as a basis for making a Federal award to another applicant.
ARTICLE 53: PROCUREMENT OF RECOVERED MATERIALS
DocuSign Envelope ID: E4D77477-E07A-45AE-A42F-916BF5C46EDC
In accordance with 2 CFR 200.323, the Houston-Galveston Area Council and the Contractor or Subrecipient must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1) procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; (2) procuring solid waste management services in a manner that maximizes energy and resource recovery; and (3) establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Pursuant to the Federal Rule above, as required by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6962(c)(3)(A)(i)), the Contractor or Subrecipient certifies that the percentage of recovered materials content for EPA-designated items to be delivered or used in the performance of the Agreement will be at least the amount required by the applicable contract specifications or other contractual requirements.
SIGNATURES:
H-GAC and the Contractor have read, agreed, and executed the whole Master Agreement as of the date first written above, as accepted by:
Braun Northwest, Inc.
Signature $docusign:SignHere::Customer1
Name Tami McCallum
Title V.P. Sales
Date $docusign:DateSigned::Customer1
H-GAC
Signature $docusign:SignHere::InternalSigner
Name Chuck Wemple
Title Executive Director
Date $docusign:DateSigned::InternalSigner
DocuSign Envelope ID: E4D77477-E07A-45AE-A42F-916BF5C46EDC 10/16/2023 10/23/2023
H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Contract - Braun Northwest, Inc. - Public Services - ID: 11091
MASTER SPECIAL PROVISIONS
Please note, this is an H-GAC Master Agreement template and is used for all products and services offered in H-GAC Cooperative Purchasing. Any redlines to this Master Agreement may not be reviewed.
Incorporated by attachment, as part of the whole Master Agreement, H-GAC and the Contractor do, hereby agree to the Master Special Provisions as follows:
ARTICLE 1: BIDS/PROPOSALS INCORPORATED
In addition to the whole Master Agreement, the following documents listed in order of priority are incorporated into the Master Agreement by reference: Bid/Proposal Specifications and Contractor’s Response to the Bid/Proposal.
ARTICLE 2: END USER MASTER AGREEMENTS (“EUA”)
H-GAC acknowledges that the END USER, which is the HGACBuy customer utilizing the contract (CUSTOMER and END USER may be used interchangeably) may choose to enter into an End User Master Agreement (EUA) with the Contractor through this Master Agreement. A CUSTOMER/END USER is a state agency, county, municipality, special district, or other political subdivision of a state, or a qualifying non-profit corporation (providing one or more governmental function or service that possess legal authority to enter into the Contract. The term of the EUA may exceed the term of the current H-GAC Master Agreement.
H-GAC’s acknowledgement is not an endorsement or approval of the End User Master Agreement’s terms and conditions. Contractor agrees not to offer, agree to or accept from the CUSTOMER/END USER, any terms or conditions that conflict with those in Contractor’s Master Agreement with H-GAC. Contractor affirms that termination of its Master Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall in each instance, continue pursuant to the EUA’s stated terms and duration.
Pursuant to the terms of this Master Agreement, termination of this Master Agreement will disallow the Contractor from entering into any new EUA with CUSTOMER/END USER. Applicable H-GAC order processing charges will be due and payable to H-GAC on any EUAs, surviving termination of this Master Agreement between H-GAC and Contractor.
ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE
Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Master Agreement, Contractor develops a regularly followed standard procedure of entering into Master Agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms more favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10) business days thereafter, and this Master Agreement shall be deemed to be automatically retroactively amended, to the effective date of Contractor’s most favorable past Master Agreement with another entity. Contractor shall provide the same prices, warranties, benefits, or terms to H-GAC and its CUSTOMER/END USER as provided in its most favorable past Master Agreement. H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price, warranty, benefit, or term that was charged or offered to another entity during the term of this Master Agreement, does not constitute more favorable treatment, than Contractor shall, within ten (10) business days, notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid DocuSign Envelope ID: E4D77477-E07A-45AE-A42F-916BF5C46EDC
offer is not in fact most favored treatment. H-GAC, after due consideration of Contractor’s written explanation, may decline to accept such explanation and thereupon this Master Agreement between H-GAC and Contractor shall be automatically amended, effective retroactively, to the effective date of the most favored Master Agreement, to provide the same prices, warranties, benefits, or terms to H-GAC and the CUSTOMER/END USER.
EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder, proposer, or contractor, which are not within bidder's/proposer’s control [example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies.
ARTICLE 4: PARTY LIABILITY
Contractor’s total liability under this Master Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder.
Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted.
Contractor accepts liability to repay, and shall repay upon demand to CUSTOMER/END USER, any amounts determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of this Master Agreement.
ARTICLE 5: GOVERNING LAW & VENUE
Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the CUSTOMER/END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes.
ARTICLE 6: SALES AND ORDER PROCESSING CHARGE
Contractor shall sell its products to CUSTOMER/END USER based on the pricing and terms of this Master Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives notification of a CUSTOMER/END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge, after delivery of any product or service and subsequent CUSTOMER/END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC, within thirty (30) calendar days or ten (10) business days after receipt of a CUSTOMER/END USER’s payment, whichever comes first, notwithstanding Contractor’s receipt of invoice. For sales made by Contractor based on this Master Agreement, including sales to entities without Interlocal Master Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members of H-GAC’s Cooperative Purchasing Program to execute an H-GAC Interlocal Master Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Master Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC.
In no event shall H-GAC have any liability to Contractor for any goods or services a CUSTOMER/END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Master Agreement actually performed, and for which compensation was received by Contractor.
ARTICLE 7: LIQUIDATED DAMAGES
Contractor and H-GAC agree that Contractor shall cooperate with the CUSTOMER/END USER at the time a CUSTOMER/END USER purchase order is placed, to determine terms for any liquidated damages.
ARTICLE 8: INSURANCE
Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums:
DocuSign Envelope ID: E4D77477-E07A-45AE-A42F-916BF5C46EDC
a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit. b. Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications. c. Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody, or control. The minimum Single Occurrence limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC.
d. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of the contract period.
e. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the insured and showing coverage and limits for the insurances listed above. f. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. g. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy.
ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC’s contractual requirements DO NOT include a Performance & Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the CUSTOMER/END USER. Contractor shall quote a price to CUSTOMER/END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of CUSTOMER/END USER's purchase order.
ARTICLE 10: ORDER PROCESSING CHARGE
H-GAC will apply an Order Processing Charge for each sale done through the H-GAC contract, with the exception of orders for motor vehicles. Any pricing submitted must include this charge amount per the most current H-GAC schedule. For motor vehicle orders, the Processing Charge is paid by the CUSTOMER/END USER. Contractor will need to refer to the solicitation for the Order Processing Charge.
ARTICLE 11: CHANGE OF STATUS
Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Master Agreement shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Master Agreement.
ARTICLE 12: REQUIREMENTS TO APPLICABLE PHYSICAL GOODS
In the case of physical goods (e.g. equipment, material, supplies, as opposed to services), all Products offered must comply with any applicable provisions of the Texas Business and Commerce Code, Title 1, Chapter 2 and with at least the following:
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a. Be new, unused, and not refurbished.
b. Not be a prototype as the general design, operation, and performance. This requirement is NOT meant to preclude the Contractor from offering new models or configurations which incorporate improvements in a current design or add functionality, but in which new model or configuration may be new to the marketplace.
c. Include all accessories which may or may not be specifically mentioned in the Master Agreement, but which are normally furnished or necessary to make the Product ready for its intended use upon delivery.
Such accessories shall be assembled, installed, and adjusted to allow continuous operation of Product at time of delivery.
d. Have assemblies, sub-assemblies and component parts that are standard and interchangeable throughout the entire quantity of a Product as may be purchased simultaneously by any END USER/CUSTOMER. e. Be designed and constructed using current industry accepted engineering and safety practices, and materials.
f. Be available for inspection at any time prior to or after procurement.
ARTICLE 13: TEXAS MOTOR VEHICLE BOARD LICENSING
All Contractors that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Master Agreement term, any required Contractor license is denied, revoked, or not renewed, Contractor shall be in default of this Master Agreement, unless the Texas Motor Vehicle Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request.
ARTICLE 14: INSPECTION/TESTING
All Products sold pursuant to this Master Agreement will be subject to inspection/testing by or at the direction of H-GAC and/or the ordering CUSTOMER/END USER, either at the delivery destination or the place of manufacture. In the event a Product fails to meet or exceed all requirements of this Master Agreement, and unless otherwise agreed in advance, the cost of any inspection and/or testing, will be the responsibility of the Contractor.
ARTICLE 15: ADDITIONAL REPORTING REQUIREMENTS
Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous three (3) month period. Reports must include, but are not limited, to the following information:
a. CUSTOMER/END USER Name
b. Product/Service purchased, including Product Code if applicable c. Customer Purchase Order Number
d. Purchase Order Date
e. Product/Service dollar amount
f. HGACBuy Order Processing Charge amount
ARTICLE 16: BACKGROUND CHECKS
Cooperative customers may request background checks on any awarded contractor’s employees who will have direct contact with students, or for any other reason they so choose, any may require contractor to pay the cost of obtaining any background information requested by the CUSTOMER/END USER.
ARTICLE 17: PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL
CERTIFICATION
As required by Chapter 2271 of the Texas Local Government Code the Contractor must verify that it 1) does not boycott Israel; and 2) will not boycott Israel during the term of the Contract. Pursuant to Section 2271.001, Texas Government Code:
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1. “Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and
2. “Company” means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit.
ARTICLE 18: NO EXCLUDED NATION OR TERRORIST ORGANIZATION CERTIFICATION As required by Chapter 2252 of the Texas Government Code the Contractor must certify that it is not a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization – specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.) ARTICLE 19: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (Effective Aug. 13, 2020 and as amended October 26, 2020)
Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. ‘‘Covered telecommunications equipment or services means 1) telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); 3) telecommunications or video surveillance services provided by such entities or using such equipment; or 4) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.
Contractor must comply with requirements for certifications. The provision at 48 C.F.R Section 52.204-26 requires that Contractors review SAM prior to completing their required representations. This rule applies to all acquisitions, including acquisitions at or below the simplified acquisition threshold and to acquisitions of commercial items, including commercially available off the-shelf items.
ARTICLE 20: BUY AMERICA ACT (National School Lunch Program and Breakfast Program) With respect to products purchased by CUSTOMER/END USER for use in the National School Lunch Program and/or National School Breakfast Program, Contractor shall comply with all federal procurement laws and regulations with respect to such programs, including the Buy American provisions set forth in 7 C.F.R. Part 210.21(d), to the extent applicable. Contractor agrees to provide all certifications required by CUSTOMER/END USER regarding such programs.
In the event Contractor or Contractor’s supplier(s) are unable or unwilling to certify compliance with the Buy American Provision, or the applicability of an exception to the Buy American provision, H-GAC CUSTOMER/END USER may decide not to purchase from Contractor. Additionally, H-GAC DocuSign Envelope ID: E4D77477-E07A-45AE-A42F-916BF5C46EDC
CUSTOMER/END USER may require country of origin on all products and invoices submitted for payment by Contractor, and Contractor agrees to comply with any such requirement.
ARTICLE 21: BUY AMERICA REQUIREMENT (Applies only to Federally Funded Highway and Transit Projects)
With respect to products purchased by CUSTOMER/END USER for use in federally funded highway projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 23 U.S.C. Section 313, 23 C.F.R. Section 635.410, as amended, and the Steel and Iron Preference provisions of Texas Transportation Code Section 223.045, to the extent applicable. Contractor agrees to provide all certifications required by CUSTOMER/END USER regarding such programs. With respect to products purchased by CUSTOMER/END USER for use in federally funded transit projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 49 U.S.C. Section 5323(j)(1), 49 C.F.R.
Sections 661.6 or 661.12, to the extent applicable. Contractor agrees to provide all certifications required by CUSTOMER/END USER regarding such programs.
ARTICLE 22: DOMESTIC PREFERENCE
In accordance with 2 CFR 200.322, as appropriate and to the extent consistent with law, a CUSTOMER/END USER using federal grant award funds should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The CUSTOMER/END USER must include this requirement in all subawards including all contracts and purchase orders for work or products under the federal grant award. If Contractor intends to qualify for Purchase Orders using federal grant money, they shall work with the CUSTOMER/END USER to provide all required certifications and other documentation needed to show compliance.
ARTICLE 23: TITLE VI REQUIREMENTS
H-GAC in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any disadvantaged business enterprises will be afforded full and fair opportunity to submit in response to this Master Agreement and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.
ARTICLE 24: EQUAL EMPLOYMENT OPPORTUNITY
Except as otherwise provided under 41 CFR Part 60, all Contracts and CUSTOMER/END USER Purchase Orders that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., pg.339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41CFR Part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Contractor agrees that such provision applies to any contract that meets the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 and agrees that it will comply with such provision.
ARTICLE 25: CLEAN AIR AND WATER POLLUTION CONTROL ACT
CUSTOMER/END USER Purchase Orders using federal funds must contain a provision that requires the Contractor to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean DocuSign Envelope ID: E4D77477-E07A-45AE-A42F-916BF5C46EDC
Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
Pursuant to the Federal Rule above, Contractor certifies that it is in compliance with all applicable provisions of the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387) and will remain in compliance during the term of the Contract.
ARTICLE 26: PREVAILING WAGE
Contractor and any potential subcontractors have a duty to and shall pay the prevailing wage rate under the Davis-Bacon Act, 40 U.S.C. 276a – 276a-5, as amended, and the regulations adopted thereunder contained in 29 C.F.R. pt. 1 and 5.
ARTICLE 27: CONTRACT WORK HOURS AND SAFETY STANDARDS
As per the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708), where applicable, all CUSTOMER/END USER Purchase Orders in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer, on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
ARTICLE 28: PROFIT AS A SEPARATE ELEMENT OF PRICE
For purchases using federal funds more than the current Simplified Acquisition Threshold of $250,000, requires negotiation of profit as a separate element of the price. See, 2 CFR 200.324(b). Contractor agrees to provide information and negotiate regarding profit as a separate element of the price for the purchase. Contractor also agrees that the total price, including profit, charged by Contractor will not exceed the awarded pricing, including any applicable discount, under any awarded contract.
ARTICLE 29: BYRD ANTI-LOBBYING AMENDMENT
Byrd Anti-Lobbying Amendment (31U.S.C. 1352) – Contractors that apply or bid for an award exceeding $100,000 must file the required anti-lobbying certification. Each tier must certify to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier, up to the CUSTOMER/END USER. As applicable, Contractor agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 USC 1352). Contractor certifies that it is currently in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) and will continue to be in compliance throughout the term of the Contract and further certifies that:
1. No Federal appropriated funds have been paid or will be paid by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection DocuSign Envelope ID: E4D77477-E07A-45AE-A42F-916BF5C46EDC
with the awarding of a Federal contract, the making of a Federal Grant, the making of a Federal Loan, the entering into a cooperative Master Agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative Master Agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing, or attempting to influence, an officer or employee of a Member of Congress in connection with a Federal contract, grant, loan, or cooperative Master Agreement, Contractor shall complete and submit Standard Form – LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions.
3. Contractor shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative Master Agreements) and that all subcontractors shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certificate is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
ARTICLE 30: COMPLIANCE WITH EPA REGULATIONS APPLICABLE TO GRANTS,
SUBGRANTS, COOPERATIVE MASTER AGREEMENTS, AND CONTRACTS Contractor certifies compliance with all applicable standards, orders, regulations, and/or requirements issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act, as amended (13 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15.
ARTICLE 31: COMPLIANCE WITH ENERGY POLICY AND CONSERVATION ACT Contractor certifies that Contractor will be in compliance with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).
DocuSign Envelope ID: E4D77477-E07A-45AE-A42F-916BF5C46EDC
Ambulances, EMS & Special Service Vehicles
Request For Proposal
HGACBuy/Cooperative Purchasing Program
Project ID: AM10-23
Release Date: Friday, June 9, 2023
Due Date: Thursday, August 10, 2023 12:00pm
Posted Friday, June 9, 2023 7:00am
Bid Unsealed Thursday, August 10, 2023 12:03pm
Pricing Unsealed Thursday, August 10, 2023 12:03pm
All dates & times in Central Time
3. Scope of Work / Specifications
This is an indefinite quantity/indefinite delivery offerings contract. The HGACBuy Customer is responsible to ensure adequate competition is performed between the various contractors or contractors outside of HGACBuy to determine price reasonableness that might be required per any funding agency. Customer will need to ensure compliance with any funding agency requirements before proceeding with a purchase order under this contract. Please consult legal counsel regarding questions concerning compliance as a contractor under this solicitation.
3.1. Overview
H-GAC is soliciting responses for selecting qualified manufacturers, dealers, distributors, and service providers of Ambulances, EMS and Other Specialty Vehicles and related services to make these types of products and services available to Customers of the HGACBuy Cooperative Purchasing Program under blanket type contracts. Customers (end users) may require selective acquisitions of equipment and/or services OR full turnkey projects necessitating additional services, training, and maintenance agreements. H-GAC is seeking the broadest possible selection of available ambulances, emergency medical response and specialty vehicles to best serve our customers by providing the largest selection of products/services available to meet their needs. This solicitation may include a request for a discount percent off price catalog, category, or manufacturer, or price list for supplies, materials, or not to exceed hourly rates for installation or repair. Respondents are not required to provide offerings on all categories.
3.2. Categories
This Solicitation is divided into ten (10) separate but related product categories (A-J). When submitting a response, Respondent may choose to submit a response to any of the categories or all of them. No additional weighted value will be assigned to a response that addresses more than one or all categories listed. All equipment must be the manufacturer’s new and current model and must be fully operational upon delivery to the Customer.
Alternative Fuel Vehicles: All responses that include electric, hybrid, or other alternative fuel vehicles must include these vehicles in Category G. If that specific vehicle is also available with an internal combustion engine (ICE), please list the ICE vehicle separately in the appropriate vehicle category. Category G will only include the alternative fuel vehicles, regardless of vehicle function or type.
Product categories are as follows:
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1. Ambulance
Response listings/descriptions must be organized by major sub-categories, which include Manufacturer, Type (I, II, or III), module configurations/dimensions, chassis (make and model), 2WD/4WD, and fuel type.
2. Light/Medium Duty EMS Rescue Vehicle
Response listings/descriptions must be organized by major sub-categories, which include manufacturer, model, type/function, chassis (make and model), dimensions, 2WD/4WD, and fuel type.
3. Other Specialty Vehicle or Equipment
Category includes vehicles or trailers for command, communication, tactical response, or other related emergency response functions. Response listings/descriptions must be organized by major sub-categories, which shall include manufacturer, model, type/function, chassis (make and model), axle configuration, dimensions, 2WD/4WD, and fuel type.
4. EMS Vehicle Conversions
Response listings/descriptions must be organized by major sub-categories, which include manufacturer, model, type/function, chassis, 2WD/4WD, and fuel type.
5. Remount Services Only
Pricing for this service must include the cost of removing an existing body and reinstalling it on a different chassis, only. This service would apply where the chassis was supplied by the end user.
Note: Remounting Services are to be performed by an authorized dealer/remounter. Any specific certifications or warranties that may be requested by an end user regarding remounts is the end user’s responsibility and will be negotiated between the end user and the supplier/contractor when services are quoted.
6. Remount on Contractor Supplied Chassis
Pricing for these items must include the cost of the chassis plus the removal and reinstallation of the body.
7. Electric/Alternative Fuel Ambulance/EMS/Rescue Vehicles Response listings must be organized by manufacturer, model, vehicle type/function, and primary fuel/propulsion type.
8. Ambulance/EMS/Rescue Vehicle Service/Maintenance Plans Response listings must include specific details about which fees are included in costs, including current labor rates, and fee structures.
9. Ambulance/EMS/Rescue Vehicle Parts and Supplies
Response listing must include percentage discount.
10. Ambulance/EMS/Rescue Vehicle Options
Response listing must include percentage discount.
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3.3. General Requirements
All products priced and sold pursuant to this Solicitation must, as applicable:
1. Meet all applicable requirements of federal, state and local laws and regulations.
2. Be manufacturer's normal offering with all standard features and functions and performance levels.
3. Be ready for turn-key operation upon delivery.
4. Respondent must include specifications, brochures, warranty information, and any other relevant product information with solicitation Response.
Note: “Unpriced/unpublished” options cannot be quoted on the Base Pricing List and may not be sold through this contract.
3.4. Additional Requirements
Licenses
1. Contractor must have and maintain the appropriate license(s) as required by the State of Texas, Department of Transportation, Division of Motor Vehicles, Motor Vehicle Commission Code [latest edition], or any other local, state and federal licenses required and which are applicable to the respondent’s operations.
2. The prescribed licenses must include the manufacturer/respondent, and any and all dealers and their representatives as may be required by the Motor Vehicle Division. Contractor must ensure all emergency and specialty vehicles sold are in accordance with the laws of the state where the sale and acquisition are made.
3. Contractor must maintain all licensing required by the State of Texas as applicable to their business operations during the entire contract term. If during the contract period such licensing lapses, Contractor will be in default and become subject to contract termination unless issued a stay or waiver.
Manuals
1. Contractor must supply at the time of delivery, at least two (2) sets of complete operations and service documentation covering the completed emergency vehicles as delivered and accepted (as per latest edition of KKK-A-1822F).
2. Respondent must supply the following information with their response: Technical Specifications, Product Brochures, Tear Sheets, Cut Sheets, Strippers, etc. which clearly show all the standard features and capabilities of each listing being bid.
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Warranty
Contractors must comply with the minimum warranty and maintenance requirements described below for any products or services provided under this Solicitation.
1. Contractor must furnish with response, and for all equipment sold through this H-GAC contract, the manufacturer's general warranty, which must be honored by all the manufacturer's authorized service locations.
2. All service/maintenance plan listings must clearly indicate the cost structure for such plans, clearly indicating which costs and fees are included (such as: hourly labor rates, shop fees, supply fees, environmental fees).
3. The Contractor will handle all warranty claims and all work must be completed within ten (10) calendar days after receipt of equipment/vehicle by the Contractor without cost to H-GAC or the Customer. Delayed warranties must be available for all vehicles and equipment. Warranty start date will be effective the date that the completed unit is placed into service by the Customer. The Contractor must furnish a delayed warranty card/document for each unit delivered and/or advise the Customer of the procedures to be followed for obtaining the delayed start of warranty coverage. Requests for delayed warranties will not exceed six months after delivery.
4. Any and all documents necessary to effect manufacturer’s warranty must be properly applied for and submitted by the Contractor. The Contractor will provide to H-GAC and the Customer a manufacturer’s warranty which will be honored by any of the manufacturer’s authorized dealers and a complete copy must be provided at the time of delivery. When additional warranties are available as standard, they must be included as a part of the response for the benefit of H-GAC and Customer.
5. The patient compartment, all modifications to the OEM chassis by Contractor on the accepted unit, equipment and parts will be guaranteed for a minimum period of one (1) year against defects in design, materials, and workmanship. The warranty period will begin upon final acceptance of the equipment. This warranty will cover parts and labor expenses.
6. On Type I & III emergency medical service MODULE the warranty period will be fifteen (15) years.
7. This warranty will be upgraded to its original status each time the module is remounted by Contractor, or a Contractor authorized remount facility, not to exceed five (5) years above the original warranty.
8. In the event any component part of equipment or materials furnished under these specifications, or its subsequent contract(s), becomes defective by reason of material or workmanship during said period, and the end user agency immediately notifies Contractor of such defect, Contractor will, at no expense to the End User agency or H-GAC, repair or replace equipment or component with new equipment or component.
9. Warranty of all system equipment is the sole responsibility of the Contractor under contract, but may be performed by their certified, designated agent.
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3.5. Vehicle Requirements
All equipment and vehicles must be new and be the manufacturer’s latest and current model. Each vehicle must be fully assembled, adjusted, serviced and ready for immediate and continuous operation upon delivery. If the equipment or vehicle does not meet the specification requirements upon delivery, Contractor will be responsible for correcting all deficiencies and making any corrections or adjustments needed to attain specification requirements.
All equipment and vehicles must conform to applicable local, state, federal requirements and must comply to all applicable industry standards (examples: National Fire Protection Association (NFPA), Commission on Accreditation of Ambulance Services (CAAS), Federal Specification for the Star-of-Life Ambulance (KKK-A-1822F), Occupational Safety and Health Administration (OSHA)).
3.6. Service / Maintenance Plans and Parts
All service/maintenance plan listings must clearly indicate the cost structure for such plans, clearly indicating which costs and fees are included (ex: hourly labor rates, shop fees, supply fees, environmental fees).
3.7. Labor Hours Definitions
If the awarded contract contains hours for labor related services, the following definitions will apply:
1. “Business Day” Monday through Friday
2. “Business Hours” Standard Business Hours 8 a.m. to 5 p.m.
3. “Regular Time” Work that occurs during standard business hours
4. “Emergency Time” Work that occurs outside standard business hours
3.8. Administrative Fee
For each purchase order processed under an awarded contract, H-GAC will directly invoice the contractor an administrative fee (Order Processing Charge) applicable to the sale of all equipment and services submitted in contractor’s response. It is the contractor’s responsibility to remit the administrative fee within thirty (30) days of processing any customer’s purchase order, even if an invoice is not received from H-GAC. Contractor agrees that H-GAC will have the right, with reasonable notice, to inspect its records pertaining to purchase orders processed and the accuracy of the fees payable to H-GAC. For this solicitation the administrative fee is as follows:
Administrative Fee (per Purchase Order)
Category A – Ambulance: $1,000 per purchase order
Category B – Light/Medium Rescue Vehicle: $1,000 per purchase order Category C – Specialty Vehicle/Equipment:
DocuSign Envelope ID: E4D77477-E07A-45AE-A42F-916BF5C46EDC
Light Rescue/Special Service $1,000 per purchase order
Heavy Rescue/Special Service $2,000 per purchase order
All Trailers 2% per purchase order
Category D – EMS Vehicle Conversions: $1,000 per purchase order Category E – Remount Services Only: $600 per purchase order Category F – Remount on Contractor Supplied Chassis: $600 per purchase order Category G –Electric/Alternative Fuel Vehicles Determined by category of vehicle Category H –Service/Maintenance Plans: 2% per purchase order Category I - Ambulance/Vehicle Parts and Supplies 2% per purchase order Category J - Ambulance/EMS/Rescue Vehicle Options No separate fee - part of vehicle
3.9. Final Contract Deliverables
Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous three (3) month period. Reports must include, but are not limited, to the following information:
• Customer Name and address
• HGACBuy confirmation number
• Product/Service purchased, including Product Code, if applicable • Customer Purchase Order Number
• Purchase Order Date
• Product/Service dollar amount
• HGACBuy Order Processing Charge amount
Reports must be provided to H-GAC in Excel or other acceptable electronic format by the 30th day of the month following the quarter being reported. If Contractor defaults in providing Products or Services reporting as required by the contract, recourse may be exercised through cancellation of the contract and other legal remedies as appropriate.
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Attachment A
Braun Northwest, Inc.
Ambulances, EMS & Special Service Vehicles
Contract No.: AM10-23
Manufacturer Product Item Description Offered List
Price
HGACBuy
Discount
Category A - Ambulance
Braun
Northwest, Inc. AM23CA01 North Star - Type 1 - Ford F-350 4x4 - Diesel Engine - 147"L x 94"W x 72" HR $ 212,653.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CA02 North Star - Type 1 - Ford F-350 4x4 - Diesel Engine - 155"L x 94"W x 72" HR $ 237,613.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CA03 North Star - Type 1 - Ram 3500 4x4 - Diesel Engine - 147"L x 94"W x 72" HR $ 221,543.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CA04 North Star - Type 1 - GMC K3500 4x4 - Diesel Engine - 147"L x 94"W x 72" HR $ 211,873.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CA05 North Star - Type 1 - Chevrolet 4500 4x4 - Diesel Engine - 167"L x 94"W x 72" HR $ 239,292.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CA06 North Star - Type 1 - Ford F-450 4x4 - Diesel Engine - 147"L x 94"W x 72" HR $ 231,346.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CA07 North Star - Type 1 - Ford F-450 4x4 - Diesel Engine - 167"L x 94"W x 72" HR $ 235,296.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CA08 North Star - Type 1 - Ram 4500 4x4 - Diesel Engine - 167"L x 94"W x 72" HR $ 244,557.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CA09 North Star - Type 1 - Medium Duty - Ford F-650 4x2 - Diesel Engine - 167''L x 96''W x 72'' HR
$ 266,552.00 -$ 1,500.00
Braun
Northwest, Inc. AM23CA10 North Star - Type 1 - Medium Duty - International - Diesel Engine - 167"L x 96''W x 72'' HR $ 269,771.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CA11 North Star - Type 1 - Medium Duty - Freightliner - Diesel Engine - 167"L x 96''W x 72'' HR $ 275,270.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CA12 North Star - Type 2 - MB Sprinter Van $ 156,817.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CA13 North Star - Type 2 - Promaster Van $ 159,701.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CA14 North Star - Type 2 - Ford Transit AWD Gas $ 164,638.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CA15 North Star - Type 3 - Ford E-350 - Gas Engine - 147"L x 94"W x 72" HR $ 192,750.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CA16 North Star - Type 3 - GMC G3500 - Gas Engine - 147"L x 94"W x 72" HR $ 199,296.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CA17 North Star - Type 3 - Ford E-450 - Gas Engine - 167"L x 94"W x 72" HR $ 199,690.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CA18 North Star - Type 3 - GMC 4500 - Gas Engine - 167"L x 94"W x 72" HR $ 204,991.00 -$ 1,500.00 Category B - Light/Medium EMS Rescue Vehicle
Braun
Northwest, Inc. AM23CB01
North Star - Fire Rescue - Ford F-550 4x4 Crew Cab - Diesel Engine - 116"L x 94"W $ 199,255.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CB02
North Star - Fire Rescue - Ford F-550 4x4 Regular Cab - Diesel Engine - 116"L x 94"W $ 191,824.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CB03
North Star - Fire Rescue - Ram 5500 4x4 Crew Cab - Diesel Engine - 116"L x 94"W $ 207,228.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CB04
North Star - Fire Rescue - Ram 5500 4x4 Regular Cab - Diesel Engine - 116"L x 94"W $ 199,338.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CB05
North Star - Fire Rescue - Ford F-550 4x4 Crew Cab - Diesel Engine - 147"L x 94"W $ 200,248.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CB06
North Star - Fire Rescue - Ford F-550 4x4 Regular Cab - Diesel Engine - 147"L x 94"W $ 193,322.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CB07
North Star - Fire Rescue - Ram 5500 4x4 Crew Cab - Diesel Engine - 147"L x 94"W $ 208,726.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CB08
North Star - Fire Rescue - Ram 5500 4x4 Regular Cab - Diesel Engine - 147"L x 94"W $ 200,836.00 -$ 1,500.00 1 DocuSign Envelope ID: E4D77477-E07A-45AE-A42F-916BF5C46EDC
Braun
Northwest, Inc. AM23CB09
North Star - Fire Rescue - Ford F-550 4x4 Regular Cab - Diesel Engine - 167"L x 94"W $ 198,322.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CB10
North Star - Fire Rescue - Ram 5500 4x4 Regular Cab - Diesel Engine - 167"L x 94"W $ 205,836.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CB11
North Star - Fire Rescue - Ford F-550 4x4 Regular Cab - Diesel Engine - 192"L x 94"W $ 220,140.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CB12
North Star - Fire Rescue - Ram 5500 4x4 Regular Cab - Diesel Engine - 192"L x 94"W $ 226,270.00 -$ 1,500.00 Category C - Other Specialty Vehicle or Equipment
Braun
Northwest, Inc. AM23CC01 North Star - Prisoner Transport - Ford E-350 - Gas Engine - 138"L x 94"W x 57.875''HR $ 140,354.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CC02 North Star - Prisoner Transport - Ford F-350 4x4 - Diesel Engine - 143"L x 94"W x
57.75"HR $ 155,542.00 -$ 1,500.00
Braun
Northwest, Inc. AM23CC03 North Star - Prisoner Transport - Ford F-450 4x2 Regular Cab - Diesel Engine - 191"L x 94"W x 72.875"HR $ 196,087.00 -$ 1,500.00
Braun
Northwest, Inc. AM23CC04 North Star - Prisoner Transport - Ford F-550 4x2 - Regular Cab - Diesel Engine - 197''L x 94''W x 73'' HR $ 213,909.00 -$ 1,500.00
Braun
Northwest, Inc. AM23CC05 North Star - Prisoner Transport - Freightliner M2 4x2 - Regular Cab - Diesel Engine - 197''L x 94'' W x 73''HR $ 245,915.00 -$ 1,500.00
Braun
Northwest, Inc. AM23CC06 North Star - Prisoner Transport - Ford F-650 4x2 - Super Cab - Diesel Engine - 197''L x 94'' W x 73''HR $ 246,335.00 -$ 1,500.00
Braun
Northwest, Inc. AM23CC07 North Star - Prisoner Transport - Ram 4500 4x2 - Regular Cab - Gas Engine - 197"L x 94"W x 72 "HR $ 217,020.00 -$ 1,500.00
Braun
Northwest, Inc. AM23CC08 North Star - EOD Command - Ford F-550 4x4 - Regular Cab - Diesel Engine - 191''L x 94'' W x 80'' HR $ 274,359.00 -$ 1,500.00
Braun
Northwest, Inc. AM23CC09 North Star - EOD Command - International MV607 4x2 - Crew Cab - Diesel Engine - 222''L x 100''W x 84''HR $ 364,112.00 -$ 1,500.00
Braun
Northwest, Inc. AM23CC10 North Star - SWAT Command - Ford F-550 4x4 - Regular Cab - Diesel Engine - 192''L x 94'' W x 78'' HR $ 234,524.00 -$ 1,500.00
Braun
Northwest, Inc. AM23CC11 North Star - Hazardous Materials Command - Ford F-550 4x4 - Regular Cab - Diesel Engine - 189''L x 96'' W x 72'' HR $ 273,464.00 -$ 1,500.00
Braun
Northwest, Inc. AM23CC12 North Star - Crime Scene Command - Ford F-350 4x4 - Diesel Engine - 147''L x 94''W x 72''HR $ 228,796.00 -$ 1,500.00
Braun
Northwest, Inc. AM23CC13 North Star - Mobile Command - Ford F-650 4x2 - Diesel Engine - 196''L x 94''W x 76''HR $ 290,290.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CC14 North Star - Wildland Crew Body - 198''L x 98''W x 78'' HR $ 215,849.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CC15 North Star - Command Van - Transit AWD - Gas $ 152,873.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CC16 North Star - Prisoner Transport - Freightliner M2 106 Plus 4x2 - Diesel Engine - 351"L x 102"W x 117" HR $ 494,629.00 -$ 1,500.00
Category E - Remount Services Only
Braun
Northwest, Inc. AM23CE01 North Star - Remount of Northstar Module $ 56,159.00 -$ 1,500.00 Category F - Remount on Contractor Supplied Chassis
Braun
Northwest, Inc. AM23CE02
North Star - Remount of Northstar Module - Ford F-350 4x4 - Regular Cab - Diesel Engine $ 129,926.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CE03
North Star - Remount of Northstar Module - Ford F-450 4x4 - Regular Cab - Diesel Engine $ 138,950.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CE04
North Star - Remount of Northstar Module - Ford E-350 4x2 - Regular Cab - Gas Engine $ 102,267.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CE05
North Star - Remount of Northstar Module - Ford E-450 4x2 - Regular Cab - Gas Engine $ 104,412.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CE06
North Star - Remount of Northstar Module - GMC G3500 4x2 - Regular Cab - Gas Engine $ 93,569.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CE07
North Star - Remount of Northstar Module - GMC G4500 4x2 - Regular Cab - Gas Engine $ 94,973.00 -$ 1,500.00 2 DocuSign Envelope ID: E4D77477-E07A-45AE-A42F-916BF5C46EDC
Braun
Northwest, Inc. AM23CE08
North Star - Remount of Northstar Module - Chevrolet 4500 4x4 - Regular Cab - Diesel Engine $ 139,889.00 -$ 1,500.00
Braun
Northwest, Inc. AM23CE09
North Star - Remount of Northstar Module - Ram 3500 4x4 - Regular Cab - Diesel Engine $ 131,139.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CE10
North Star - Remount of Northstar Module - Ram 4500 4x4 - Regular Cab - Diesel Engine $ 150,204.00 -$ 1,500.00 Braun
Northwest, Inc. AM23CE11
North Star - Remount of Northstar Module - International MV607 4x2 - Regular Cab - Diesel Engine $ 175,328.00 -$ 1,500.00
Braun
Northwest, Inc. AM23CE12
North Star - Remount of Northstar Module - Freightliner M2 4x2 - Regular Cab - Diesel Engine $ 168,352.00 -$ 1,500.00
Braun
Northwest, Inc. AM23CE13
North Star - Remount of Northstar Module - Ford F-650 4x2 - Regular Cab - Diesel Engine $ 168,509.00 -$ 1,500.00 3 DocuSign Envelope ID: E4D77477-E07A-45AE-A42F-916BF5C46EDC
DATE: 10/16/2024
TO: Honorable Mayor and City Council Members
Honorable President and Board Members
FROM: Utilities Department
2024-88
REQUEST FOR CITY COUNCIL AND
CORONA UTILITY AUTHORITY ACTION
SUBJECT:
MAINTENANCE/GENERAL SERVICES AGREEMENT TO N2W ENGINEERING, INC.
FOR CONSTRUCTION SERVICES FOR SMALL FACILITY MAINTENANCE
PROJECTS
EXECUTIVE SUMMARY:
This staff report requests the City Council to award a Maintenance/General Services Agreement to N2W Engineering, Inc. for Construction Services for Small Facility Maintenance Projects. This agreement will help ensure prompt maintenance and repairs for routine and unforeseen small-scale tasks that arise regularly at various facilities.
RECOMMENDED ACTION:
That the City Council:
a. Award Request for Proposals No. 24-058AH for Construction Services for Small Facility Maintenance Projects to N2W Engineering, Inc.
b. Authorize the City Manager, or his designee, to execute the Maintenance/General Services Agreement with N2W Engineering, Inc. in the amount of $300,000 per fiscal year and authorize the extension of the agreement with two additional twoyear optional renewal periods.
c. Authorize the City Manager, or his designee, to issue a purchase order to N2W Engineering, Inc. for $300,000.
d. Authorize the City Manager, or his designee, to approve amendments/change orders necessary for the execution of the work, including any rate and/or total compensation increases negotiated by the Parties made in accordance with and shall not exceed the percentage of change in the United States Bureau of Labor Statistics Consumer Price Index All Urban Consumer for Riverside, California, Area (CPI-U), for the most recent twelve (12) months for which statistics are available.
e. Authorize the City Manager, or his designee, to approve and execute any documents necessary to implement change orders, up to the amount authorized by Corona Municipal Code Section, 3.08.060(J) with respect to the total compensation provided for in the attached Maintenance/General Services Agreement.
That the Corona Utility Authority review, ratify, and to the extent necessary, direct the City Council to take the above actions.
BACKGROUND & HISTORY:
The Utilities Department (UD) is responsible for maintaining and operating a wide range of facilities, including 4 water treatment plants, 24 well sites, 18 booster stations, 19 water storage tanks, 46 pressure-reducing stations, 3 sewer treatment plants, 14 sewer lift stations, and 3 reclaimed water booster stations. These facilities are essential for reliably serving the residents and businesses of the City of Corona and its service area. Regular maintenance and timely repairs are crucial to prevent early deterioration, mitigate safety hazards, and ensure the efficient operation of these facilities.
UD implements preventative and corrective maintenance programs to keep these facilities operational and extend their useful life. This includes addressing small jobs that arise regularly and routine tasks such as replacing valves and pumps, as well as fixing leaks. Additionally, UD must have a backup general contractor available for emergency work and 24-hour response to ensure that any unexpected issues can be addressed promptly, thereby minimizing service disruptions and maintaining the high standards of operation required by federal, state, and local regulations.
ANALYSIS:
To select a vendor that best serves the City’s service needs, the Purchasing Division conducted the competitive process through a Request for Proposals (RFP), as allowed by Corona Municipal Code (CMC) Section 3.08.060(H). Staff believes that the RFP conducted for these services is in the City's best interest because of the importance of high-quality workmanship. Specifically, an RFP allows staff to evaluate potential contractors on additional criteria other than their bid amounts, such as their staffing levels, performance with similar municipal agencies, and their safety history.
The proposals were evaluated based on four essential criteria: Work Plan/Work Organization, Qualifications of Company and Personnel, Approach to Safety Measures, and Reasonableness of Cost and Price.
RFP 24-058AH was advertised on PlanetBids, the City’s electronic bidding platform, on March 28, 2024, pursuant to CMC Section 3.08.110 non-public projects formal bidding procedure requirements.
UD’s staff prepared a comprehensive price form, the scope of work, and approved materials. The successful contractor must provide all labor, materials, tools, equipment, supplies, services, tasks, transportation, and all incidental and customary work to complete the required services.
The City received three (3) responsive proposals by the April 30, 2024, submission deadline. The summary of proposal scoring, and evaluation rankings are presented below:
City Staff recommends that City Council award RFP 24-058AH and approve the Maintenance/General Services Agreement in the amount of $300,000 to N2W Engineering, Inc. All licenses and references for the contractor have been reviewed and verified by City Staff, and all other required documentation is in order.
The full contract amount for these services is non-guaranteed and will depend on UD’s needs each fiscal year.
FINANCIAL IMPACT:
Funding for the recommended actions is available in the Fiscal Year 2025 Utilities Department operating budget within the Sewer Utility Fund 572, Water Utility Fund 570, and Reclaimed Water Utility Fund 567. Funding for future fiscal years’ service will be recommended through the annual budget process.
ENVIRONMENTAL ANALYSIS:
This action is categorically exempt pursuant to Section 15301 of the Guidelines for the California Environmental Quality Action (CEQA), which states that “operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the CEQA determination” and is therefore exempt from CEQA. This action involves repairs to existing infrastructure to maintain public health and safety and therefore is exempt from the requirements of CEQA. Therefore, no environmental analysis is required.
Rank Company City
1 N2W Engineering, Inc. Irvine
2 Augustine General Engineering, Inc. Rancho Cucamonga
3 Valverde Construction, Inc. Livermore
PREPARED BY: AFTAB HUSSAIN, MAINTENANCE MANAGER
REVIEWED BY: TOM MOODY, DIRECTOR OF UTILITIES
ATTACHMENT:
1. Exhibit 1 – MGSA with N2W Engineering, Inc.
CITY OF CORONA
MAINTENANCE/GENERAL SERVICES AGREEMENT
WITH N2W ENGINEERING, INC.
(ON-CALL LABOR, OPERATORS, AND EQUIPMENT FOR SMALL FACILITY MAINTENANCE SERVICES – RFP 24-058AH))
1. PARTIES AND DATE.
This Agreement is made and entered into this ______ day of ______________, 2024 by (“Effective Date”) by and between the City of Corona, a municipal corporation organized under the laws of the State of California with its principal place of business at 400 South Vicentia Avenue, Corona, California 92882 (“City”) and N2W Engineering, Inc., a California corporation with its principal place of business at 3240 El Camino Real, Suite 150, Irvine, California 92602 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
2. RECITALS.
2.1 Contractor.
Contractor desires to perform and assume responsibility for the provision of certain maintenance or other general services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing on call labor, operators and equipment for small facility maintenance projects services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the plans of City. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
2.2 Project.
City desires to engage Contractor to render such services for the RFP 24-058AH project (“Project”) as set forth in this Agreement.
2.3 Corona Utility Authority.
Contractor understands that the City has entered into a Water Enterprise Management Agreement and a Wastewater Enterprise Management Agreement, both dated as of February 6, 2002, with the Corona Utility Authority (“CUA”) for the maintenance, management and operation of those utility systems (collectively, the “CUA Management Agreements”). To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, City enters into this Agreement on behalf of the CUA and subject to the terms of the applicable CUA Management Agreement(s).
2.3 As-Needed Services
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This Agreement is for as-needed or on-call services. This means that each individual callout under this Agreement is a separate project for purposes of the City’s bidding and purchasing requirements, including, but not limited to, its bond requirements provided for in Civil Code Section 9550, which mandates that the City require a payment bond for certain public work projects involving an expenditure in excess of $25,000
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional on-call labor, operators and equipment for small facility maintenance or other general services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from July 1, 2024 to June 30, 2026 (“Term”), unless earlier terminated as provided herein. Contractor shall complete the Services within the Term of this Agreement and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the Term of this Agreement one or more times by executing a written amendment pursuant to Section 3.5.8 below (each a “Renewal Term”). The terms “Term” and “Renewal Term” may sometimes be generally and collectively referred to as “Term” in this Agreement.
3.2 Responsibilities of Contractor.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee.
Contractor retains the right to perform similar or different services for others during the Term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.
3.2.2 Schedule of Services. Contractor shall perform the Services within the Term of this Agreement, in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference, and in accordance with any other completion schedule or milestones which may be separately agreed upon in writing by the Parties. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All Services performed by Contractor shall be subject to the approval of City.
3.2.4 City’s Representative. The City hereby designates Tom Moody, Director of Utilities, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.
3.2.5 Contractor’s Representative. Contractor hereby designates Jinghui Niu, or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.6 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.
3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor agrees that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the Term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.8 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the City. If Contractor disputes the City’s decision, Contractor shall have such remedies as may be provided by law.
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3.2.9 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work or Services knowing them to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Contract to the same extent as though set forth herein and will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours' labor shall constitute a legal day's work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.9.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor.
Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the Term of the Agreement. Contractor shall avoid any violation of any such law during the Term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements provided for in Section 3.2.9 or any of its subsections.
3.2.9.2 Employment Eligibility; Subcontractors, Sub-subcontractors and Consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work or Services relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.9.1.
3.2.9.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub-subcontractors or Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
consultants to meet any of the requirements provided for in Sections 3.2.9.1 or 3.2.9.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.9.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.
3.2.9.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.2.9.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.2.9.6Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Contractor shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.
Contractor shall comply, and shall ensure all subcontractors comply, with all applicable requirements of the most current version of the regulations imposed by CARB including, without limitation, all applicable terms of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments (“Regulation”).
Throughout the Project, and for three (3) years thereafter, Contractor shall make available for inspection and copying any and all documents or information associated with Contractor’s and its subcontractors’ fleets including, without limitation, the Certificates of Reported Compliance (“CRCs”), fuel/refueling records, maintenance records, emissions records, and any other information the Contractor is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days’ notice from the City.
Contractor shall be solely liable for any and all costs associated with compliance with the Regulation as well as for any and all penalties, fines, damages, or costs associated with any and all violations, or failures to comply with the Regulation. Contractor shall defend, indemnify and hold harmless the City, its officials, officers, employees and authorized Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
volunteers free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Regulation.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Promptly following the Effective Date of this Agreement, but in no event before Contractor commences any Services under this Agreement, Contractor shall provide evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.
3.2.10.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors.
Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury, advertising injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease.
3.2.10.3 Insurance Endorsements. The insurance policies shall contain or be endorsed (amended) to include the following provisions:
(A) General Liability. The general liability policy shall state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to liability arising out of work or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection therewith (the endorsement form shall be at least as broad as ISO Form CG 20 10 11 85 or both CG 20 37 and one of the following: CG 20 10, CG 20 26, CG 20 33 or CG 20 38); and (2) the insurance coverage shall be primary insurance coverage as respects the City, its directors, officials, officers, employees, agents, and volunteers (the endorsement form shall be at least as broad as ISO CG 20 01 04 13). Any insurance or self-insurance maintained by the City, its directors, officials, Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
officers, employees, agents, and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way.
(B) Waiver of Subrogation – Workers’ Compensation and
Employer’s Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work or Services performed by the Contractor. (C) All Coverages. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City is entitled to the broader coverage and/or higher limits maintained by Contractor. Thus, any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
3.2.10.4 Other Provisions; Endorsements Preferred. Contractor shall endeavor to provide endorsements regarding the following provisions, but nonetheless understands, acknowledges and agrees that the following provisions shall apply and that failure to comply shall be considered to be a breach of this Agreement by Contractor:
(A) Waiver of Subrogation – All Other Policies. Contractor hereby waives all rights of subrogation any insurer of Contractor’s may acquire against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of any insurance policy which arise from work or Services performed by the Contractor.
Contractor understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer. (B) Notice. Contractor shall either: (1) require its insurer to provide thirty (30) days prior written notice to the City before coverage is suspended, voided, or canceled; or (2) notify City in writing that such notice is not available and forward any notice of such actions to the City within two (2) business days from date of receipt by Contractor. Contractor understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer.
3.2.10.5 Claims Made Policies. The following provisions shall apply to all policies that provide coverage on a claims-made basis: (A) the retroactive date must be shown and must be before the date on which any Services under this Agreement commence; (B) the insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Project; and (C) if coverage is canceled or not renewed and is not replaced with another claims-made policy with a retroactive date prior to the date on which any Services under this Agreement commence, Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Project.
3.2.10.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Contractor to provide proof of ability to pay losses and related investigation, claims administration and defense expenses within the deductible or self-insured retention. The deductible or self-insured retention may be satisfied by either the named insured or the City.
3.2.10.7 Acceptability of Insurers. Unless under the circumstances a different rating is otherwise acceptable to the City in its sole and absolute discretion, insurance is Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
to be placed with insurers which are satisfactory to the City and which meet either of the following criteria : (1) an insurer with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted insurance carrier in California; or (2) an insurer with a current A.M. Best’s rating no less than A-:X and authorized to issue the required policies in California.
3.2.10.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance, as well as amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. All documents must be received and approved by the City before any Services commence; provided, however, that failure to obtain the required documents prior to the commencement of Services shall not waive Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
3.2.10.9 Reporting of Claims. Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the Services under this Agreement.
3.2.10.10 Sub-Contractors. All subcontractors shall comply with each and every insurance provision of this Section 3.2.10. Contractor shall therefore not allow any subcontractor to commence work on any subcontract to perform any part of the Services until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Agreement.
3.2.10.11 Special Risk or Circumstances. The City reserves the right, in its sole and absolute discretion, to modify the requirements of this Section 3.2.10, including limits, based on any of the following: (A) the nature of the risk of the Services; (B) the prior experience of the insured; (C) the rating or other quality or characteristic of the insurer; (D) any special or unique coverage issues; and (E) any other special or unique circumstances.
3.2.11 Safety. Contractor shall execute and maintain its work and Services so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Services and the conditions under which the Services are to be performed.
3.2.12 Bonds.
3.2.12.1 Performance Bond. If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Performance Bond in the amount of the Total Compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.
3.2.12.2 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount of the Total Compensation indicated in this Agreement, and in a form provided or approved by the Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.
3.2.12.3 Bond Provisions. Should, in City’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this section are accepted by the City. To the extent, if any, that the Total Compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the Total Compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.
3.2.12.4 Surety Qualifications. The bonds must be provided by a surety which is satisfactory to the City and which meets either of the following criteria: (1) a surety with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted surety insurer in California; or (2) a surety with a current A.M. Best’s rating no less than A-:X and authorized to issue the required bonds in California. If a surety does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.
3.2.13 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
3.3 Fees and Payments.
3.3.1 Rates & Total Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit ”C” attached hereto and incorporated herein by reference. The total compensation, including authorized reimbursements, shall not exceed Three Hundred Thousand Dollars ($300,000) per fiscal year (“Total Compensation”) without written approval of City’s Representative. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor.
The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the Term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.
3.3.5 Prevailing Wages. Contractor is aware of the requirements of Chapter 1 (beginning at Section 1720 et seq.) of Part 7 of Division 2 of the California Labor Code, as well as Title 8, Section 16000 et seq. of the California Code of Regulations (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the Total Compensation is $1,000 or more, Contractor and its subcontractors shall fully comply with the Prevailing Wage Laws for their employees and any others to whom such laws are applicable. Contractor and its subcontractors shall also be responsible for any and all violations and fines imposed on them pursuant to the Prevailing Wage Laws. Pursuant to SB 854, which amended the Prevailing Wage Laws, this Agreement would also be subject to compliance monitoring and enforcement by the California Department of Industrial Relations (“DIR”). Beginning April 1, 2015, no contractor or subcontractor may be awarded this Agreement unless registered with the DIR pursuant to Labor Code Section 1725.5. The City will report all necessary agreements to the DIR as required by the Prevailing Wage Laws. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at the Contractor’s principal place of business and at the Project site. It is most efficient for the Contractor to obtain a copy of the prevailing wages in effect at the commencement of this Agreement from the website of the Division of Labor Statistics and Research of the DIR located at www.dir.ca.gov/dlsr/. In the alternative, Contractor may obtain a copy of the prevailing wages from the City’s Representative. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.3.6 Apprenticeable Crafts. If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works when Contractor employs workmen in an apprenticeable craft or trade. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those Services which have been adequately rendered to City, as well as any authorized reimbursable expenses, and Contractor shall be entitled to no further compensation.
Contractor may not terminate this Agreement except for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.5 General Provisions.
3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective Parties may provide in writing for this purpose:
Contractor:
N2W Engineering Inc.
3240 El Camino Real, Suite 150
Irvine, California 92602
Attn: Jinghui Niu
City:
City of Corona
400 South Vicentia Avenue
Corona, CA 92882
Attn: Tom Moody, Director of Utilities
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.2 Indemnification. To the fullest extent permitted by law, Contractor shall defend (with counsel of City’s choosing), indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, to the extent arising out of, pertaining to, or incident to any alleged willful misconduct or negligent acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s Services, the Project or this Agreement, including without limitation the payment of all settlement amounts, expert witness fees and attorneys fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents, or volunteers.
3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code Sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.
3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.5.5 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project.
3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.5.6.1 Subcontractors; Assignment or Transfer. Contractor shall not subcontract any portion of the Services required under this Agreement, except as expressly authorized herein, without the prior written approval of the City. Subcontracts, if any, shall include a provision making them subject to all provisions of this Agreement. Contractor shall also not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to subcontract or take any other action not authorized herein shall be null and void, and any subcontractors, assignees, hypothecates or transferees shall acquire no right or interest by reason of such action.
3.5.6.2 Corona Utility Authority. To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, Contractor has no right to terminate this Agreement, either with or without cause, based upon the existence or nonexistence of either or both of the CUA Management Agreements. Therefore, if an applicable CUA Management Agreement expires or terminates for any reason, Contractor shall remain fully obligated to perform under this Agreement with the CUA or another third party contracted by the CUA for the maintenance, management and operation of the applicable utility system. .
3.5.7 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.
All references to Contractor include all personnel, employees, agents, and subcontractors of Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.
3.5.8 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.9 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.
3.5.10 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.6, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.5.11 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.5.12 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the Term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.13 Cooperation; Further Acts. The Parties shall fully cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.14 Attorney’s Fees. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorney’s fees and all other costs of such action.
3.5.15 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
3.5.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.5.17 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties.
[SIGNATURES ON NEXT 2 PAGES]
Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
CITY’S SIGNATURE PAGE FOR
CITY OF CORONA
MAINTENANCE/GENERAL SERVICES AGREEMENT
WITH N2W ENGINEERING, INC.
(ON-CALL LABOR, OPERATORS, AND EQUIPMENT FOR SMALL FACILITY MAINTENANCE SERVICES – RFP 24-058AH))
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.
CITY OF CORONA
By: _________________________
Tom Moody
Director of Utilities
Reviewed By: _________________________
Katie Hockett
Assistant Director of Utilities
Reviewed By: _________________________
Aftab Hussain
Maintenance Manager
Reviewed By: _________________________
Yasmin Lopez
Purchasing Manager
Attest:
_________________________
Sylvia Edwards, City of Corona, CA
City Clerk
Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
CONTRACTOR’S SIGNATURE PAGE FOR
CITY OF CORONA
MAINTENANCE/GENERAL SERVICES AGREEMENT
WITH N2W ENGINEERING, INC.
(ON-CALL LABOR, OPERATORS, AND EQUIPMENT FOR SMALL FACILITY MAINTENANCE SERVICES – RFP 24-058AH))
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.
N2W ENGINEERING, INC.
a California corporation
By: _________________________
Jinghui Niu
CEO
By: _________________________
Ching Wei
CFO
Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
EXHIBIT “A”
SCOPE OF SERVICES
Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional on-call labor, operators and equipment for small facility maintenance are more particularly described herein.
This scope of work establishes the minimum requirements for providing On-Call Labor, Operators and Equipment for Small Facility Maintenance Projects service to the City of Corona. The Contractor is required to meet all specifications listed herein, as minimum, and is required to submit a firm fixed cost for all commodities/services. The Contractor shall fully and timely provide all deliverables described herein in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. All work shall be performed to meet the requirements set forth in all federal, state and local building codes. The Contractor shall provide all labor, materials, equipment and mobilization to complete the described services for the City of Corona.
The work shall be per City of Corona Standard Specifications and Standard Plans, and the current edition of the Greenbook (Standard Specifications for Public Works Construction). Existing and/or current site conditions may cause some minor variance from the Standard Plans.
Contractor Notification: The Contractors will be notified one (1) week in advance of a Project Job Walk.
Emergency Work and Response:
1. Shall be available to the City 24 hours per day, three hundred and sixty-five days per year.
Communications centers for the safety department and systems
2. The Contractor shall have the capability to receive and respond immediately to any call of an emergency nature 24/7. Emergency calls received by the City shall be referred to the Contractor for immediate dispatch.
3. The Contractor shall designate a Technician within the Company who will respond to emergency calls 24/7.
4. The Contractor shall submit telephone number(s) to the City that can be used to obtain emergency service on a 24/7 basis.
5. The Contractor shall respond within fifteen (15) minutes of the City’s notification. Response shall be by telephone, text or email. The Contractor’s Technician shall be at the City’s trouble site within four (4) hours after initial response to the City.
Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
NOTE – NOT PUBLIC PROJECT WORK
This Agreement generally governs only work which is considered to be “maintenance work” under CMC Section 3.08.010(k) and Public Contract Code Section 22002(d) and does not include “public project” work under CMC Section 3.08.010(m) and Public Contract Code Section 22002(c). The only time that an individual call-out, as described in Exhibits “B” and “C” attached hereto, might include “public project” work is when an individual call-out is strictly limited to an amount that is not required to be informally or formally bid under the CMC or state law (e.g. less than $45,000), and individual projects shall not be split to fall below that amount Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
EXHIBIT “B”
SCHEDULE OF SERVICES
Consultant shall complete the Services within the Term of this Agreement, and shall meet any other established schedules and deadlines by City’s Representative.
City reserves the right, at City’s sole discretion, to extend the agreements with each contracted contractor for annual renewal of awarded contracts up to three, one-year periods as referenced below under the same terms and conditions as the original agreement, upon execution of an Amendment to the Agreement by both parties. Should the City elect to exercise its option to extend any agreement for the additional contract period(s), the parties shall negotiate pricing for each such renewal term prior to commencement of the option period. Negotiated price increases during the option period(s) should not exceed the percentage change in the United States Bureau of Labor Statistics Consumer Price Index “All Urban Consumers for Riverside-San Bernadino-Ontario, CA” (CPI) for the most recent twelve months for which statistics are available.
Increases in labor costs subject to mandated prevailing wage or minimum wage increases during any contract extension term must be supported, at time of contract negotiation, with documentation from the appropriate entity enforcing the increase in labor costs. Contractors must provide labor cost increases to the City a minimum of thirty (30) days in advance of contract or amendment term end date.
Contract Terms – optional renewal periods
• Option 1, if exercised, shall be effective July 1, 2026 through June 30, 2028. • Option 2, if exercised, shall be effective July 1, 2028 through June 30, 2030 Permissible work hours are 7am to 5pm Monday through Friday excluding City observed holidays.
Any deviations will need to be pre-approved by the City’s Appointed Representative
AS-NEEDED SERVICES
Each individual call-out under this Agreement is a separate project for purposes the City’s bidding and purchasing requirements. Contractor shall provide the Services on an as-needed basis, and as scheduled and directed by the City’s Representative.
For each individual call-out, Contractor shall respond, mobilize and be on-site ready to start work no later than two weeks after notification for routine work, repairs and installations. Contractor must be able to respond by telephone to emergency call-out notifications from City within one week of being notified by City that there is an emergency, and to be mobilized and on-site within one week of such emergency notification by City
Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
EXHIBIT “C”
COMPENSATION
Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth herein.
HOURLY RATE SCHEDULE
Do not include travel, delivery or environmental charges, permits, bonds, licenses, fuel, materials, rental fees in the hourly rates.
Description
Straight Time
(ST)
Over Time
(OT)
Double Time
(DT)
Craft/Labor $125 $187.50 $250
Craft/Leadsman $150 $225 $300
Craft/Foreman $175 $262.50 $350
Supervisor $175 $262.50 $350
Safety Officer $185 $185 $185
Project Manager $225 $225 $225
Welder/Fabricator $195 $292.50 $390
Equipment Operator $195 $292.50 $390
Landscape/Gardener $100 $150 $200
Fence Construction or Repair $125 $187.50 $250
Demolition and Wrecking $125 $187.50 $250
Fire Monitor $150 $225 $300
Survey $200 $300 $400
Consultant $250
Administration $95
Travel per hour (2 hour maximum) $ 50%xST
Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
Caltrans 2022 EQUIPMENT RATES
Do not include travel, delivery or environmental charges in the hourly rates Equipment Description Hourly Rate Daily Rate Weekly Rate Combination Tool Truck to 5 Ton
manufacturer rated
$374* $374 $1,208
Mechanic's Truck $489* $489 $1,438
Stake Bed Truck to 5 Ton manufacturer
rated
$259* $259 $978
Dump Truck - 3 axels $1,020* $1,020 $3,177
Rubber Tire Loader - equal to CASE
480B
$628* $628 $1,578
Rubber Tire Back Hoe - equal to CASE
480C
$666* $666 $1,825
Skid Steer - 1300 pound rated operating
capacity, 49hp, with loader or dozer
$505* $505 $1,413
Trenching Machine - equal to Ditch
Witch RT45 includes all attachments and
accessories
$180* $182 $727
Scissor Lift to 20 ft. $298* $298 $596
Sweeper- Self-propelled- 3.0cf to 6.0cf $650* $650 $1,615 Utility Truck - Pick up to 5 Ton
manufacturer rated
$201* $201 $748
Water Buffalo Trailer $667* $667 $3,278
Trailer Mounted 185 CFM (minimum)
Compressor with 301b and 901b
Jackhammers, including 50ft of hose,
hose whips, fittings, couplings and any
compressor attachments
$495 $495 $897
Welding Truck including (includes
helmets, leads, cable and all attachments
and accessories) rod to be paid separately
$288* $288 $898
4" Submersible Pump - volume to 1250
GPM, includes 25LF suction hose, 50LF
discharge hose, foot valve and all fittings,
attachments and accessories
$276* $276 $518
6" Submersible Pump - volume to 3000
GPM, includes 25LF suction hose, 50LF
discharge hose, foot valve and all fittings,
attachments and accessories
$483* $483 $897
Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
4" Inlet - Suction Hose - 25LF $14* $14 $35
6" Inlet - Suction Hose - 25LF $25* $25 $60
4" Discharge Hose - 50LF $32* $32 $110
6" Discharge Hose - 50LF $43* $43 $121
2" Submersible Pump Electric Pump
volume to 5000 GPM, includes 25LF
suction hose, 50LF discharge hose, foot
valve and all fittings, attachments and
accessories
$207 $207 $389
1-1/2” Flood Hose – 50LF $29* $29 $104
Garden (Swimming Pool) Hose Pump,
includes 25LF suction hose, 50LF
discharge hose, foot valve and all fittings,
attachments and accessories including
inlet and discharge hoses.
$144* $144 $414
Concrete Saw (walk behind)- self
propelled, 13hp to 20hp, 100LF at 10"
. depth
$499* $499 $1,827
Chain Saw - 5hp with 20" bar including all
attachments and accessories, replacement
chains will be paid separately.
$102* $102 $428
Equipment Description Hourly Rate Daily Rate Weekly Rate Chop Saw $63* $63 $216
Gas Power Cut off Demo Saw $201* $201 $444
Rotor Hammer $54* $54 $201
Wacker $54* $54 $216
Concrete Vibrator - includes all
attachments and accessories, vibrator
motor.
$116* $116 $344
Shee 's Foot Compactor (hand held)- to
12501b
$144* $144 $515
Power Puff $N/A $ N/A $ N/A
26 KV Generator $489* $489 $1,466
Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
Gloves $12
*Equipment cannot be rented hourly; used daily rate
**Equipment cannot be rented hourly or daily; used weekly rate Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
BONDS
Each individual call-out under this Agreement is a separate project for purposes of the City’s bidding and purchasing requirements, including, but not limited to, its bond requirements provided for in Civil Code Section 9550, which mandates that the City require a payment bond for certain public work projects involving an expenditure in excess of $25,000.
Payment Bonds: Contractor shall provide a 100% payment bond for all individual call-out projects for which a project work order has been issued by the City in excess of $25,000.
Performance Bonds: Contractor shall be required to provide a 100% performance bond whenever the City indicates that one is required in the project work order issued for an individual call-out project.
Cost of Bonds: Whenever a bond is required by the City for an individual call-out project, Contractor will be able to include the costs of the bonds for that individual call-out.
Docusign Envelope ID: F9F77244-C85F-4796-844D-E2870E1366F6 Docusign Envelope ID: 6D6C0055-0F12-4B05-964E-D504D18BCDDC Docusign Envelope ID: 2FD9C0FF-5B80-4EB7-86CD-DD737C5F1D93
DATE: 10/16/2024
TO: Honorable Mayor and City Council Members
FROM: Finance Department
2024-90
REQUEST FOR CITY COUNCIL ACTION
SUBJECT:
RENEW CONTRACT FOR INVESTMENT ADVISORY SERVICES TO CHANDLER
ASSET MANAGEMENT
EXECUTIVE SUMMARY:
The City of Corona currently holds an investment portfolio of approximately $512 million.
Per California Government Code Sections 53600 et seq. and the City’s Investment Policy, the City shall invest in a manner that provides for the safety of principle and sufficient liquidity while providing a suitable investment return. The size and complexity of the City’s portfolio are sufficient to require a reasonably high level of portfolio management skills and resources from a professional investment advisor. The City has been using Chandler Asset Management Inc. as its investment advisor since 2006. Staff is satisfied with Chandler Asset Management Inc.’s service during the most recent three-year agreement and recommends that the City Council extend the contract term to June 30, 2025, with optional renewals annually through June 30, 2027. The total additional contract amount for Fiscal Year (FY) 2025, FY 2026, and FY 2027 is $843,000.
RECOMMENDED ACTION:
That the City Council:
a. Authorize the City Manager or his designee to extend the Professional Services Agreement with Chandler Asset Management, Inc. for an additional three years for
a total amount of $843,000, which will increase the total contract amount to $1,522,500 for six years from FY 2022 through FY 2027.
b. Authorize the City Manager and City Attorney, or their designees, to negotiate and execute non-substantive extensions, change orders, and amendments up to $84,300 or 10% of the additional contract amount as authorized in Corona Municipal Code Section 3.08.070(I).
c. Authorize the City Manager, or his designee, to issue a purchase order to Chandler Asset Management.
BACKGROUND & HISTORY:
The City engages a professional investment advisor to develop an investment strategy for the City’s investment portfolio in compliance with the California Government Codes and the City’s Investment Policy. The advisor makes investment recommendations to the City’s Treasurer and Finance Director for the City’s idle cash. Authorized investments will include only those permissible under California statutes and regulations and the City’s current Investment Policy. The City’s Investment Policy is reviewed by City Management and adopted by the City Council annually, most recently on July 3, 2024.
The City of Corona currently holds an investment portfolio of approximately $512 million as of September 30, 2024, with $462 million in the City of Corona’s investment accounts, and $50 million in the Pension Stabilization Trust. The size and complexity of the City’s portfolio are sufficient to require professional investment advisory services. The City’s portfolio benefits from the expertise and market knowledge of a professional investment advisor. According to the Government Finance Officers Association (GFOA), a government may benefit from professional portfolio management, risk management, potential audit savings, and continuity in the investment function by engaging an investment advisor.
The City has been receiving Investment Advisory Services from Chandler Asset Management, Inc. since 2006. The firm serves as a general resource for issues related to the City’s investment program, provides monthly reports and quarterly analyses of the overall economy and the City’s portfolio performance, and assists in the City’s Investment Policy's annual review. Currently, the City delegates discretionary authority to Chandler Asset Management to manage the City’s investment portfolio per the City’s Investment Policy, California Government Codes, and management directives. The firm ensures that investment holding maturity dates align with the City’s cash flow requirements and debt service timelines to guarantee the liquidity required to meet payment obligations. They purchase and sell securities in strict compliance with the City’s Investment Policy and provide credit analysis of investment instruments in the portfolio. The firm practices active duration management, enhancing the portfolio’s long-term performance and reducing volatility in the ever-changing market environments. They continually analyze yield curve placement related to fiscal and monetary policies deployed by the Federal Reserve that affect various parts of the yield curve, among other professional advisory services. The time, knowledge, and analytical tools that the firm deploys in providing advisory services
are crucial to the City’s investment portfolio's ultimate performance. The current contract with Chandler Asset Management Inc. expired on June 30, 2024. Chandler has continued to provide service in the interim until the new agreement is approved. Upon the City Council’s approval of renewing the contract with Chandler Asset Management, Inc., the City will continue benefiting from the firm’s services for a prudently managed portfolio that produces adequate investment earnings while maintaining safety and liquidity.
ANALYSIS:
Chandler Asset Management Inc., established in 1988, is a SEC-registered investment advisor focused on providing investment solutions to public agencies, institutions, and other risk-conscious clients by managing high-quality fixed-income portfolios. With $20 billion assets under management, the firm is a leader in providing investment advisory services to public sector clients. Chandler Asset Management was selected based on its disciplined investment strategy, the exceptional standard of care, the technical knowledge and experience of the advising team, the reputation of the firm, and their dedication to providing superior customer service and portfolio performance.
FINANCIAL IMPACT:
The Finance Department’s operating budget provides funding for the recommended actions. For Fiscal Year 2025, a total of $255,000 will be charged to the General Fund which includes $172,000 for general investment advisory services and $83,000 for the Section 115/Pension Stabilization Trust. In FY 2026, the total combined costs are $281,000, and in FY 2027, the total combined costs are $307,000 per the approved compensation schedule (Exhibit 3 – First Amendment to the Professional Services Agreement, Exhibit “C-1”). The total agreement over three years is $843,000. Funding for future years will be recommended through the annual budget process.
ENVIRONMENTAL ANALYSIS:
This action is exempt pursuant to Section 15061(b)(3) of the Guidelines for the California Environmental Quality Act (CEQA), which states that a project is exempt from CEQA if the activity is covered by the commonsense exemption that CEQA applies only to projects that have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. This request is to renew the investment advisory service contract, and there is no possibility that these actions will have a significant effect on the environment. Therefore, no environmental analysis is required.
PREPARED BY: CHRISTINE THOMPSON, CPA, CGFM, CPFO, ACCOUNTING
MANAGER
REVIEWED BY: KIM SITTON, FINANCE DIRECTOR
ATTACHMENTS:
1. Exhibit 1 – RFP 21-049SB Summary - Investment Advisory Services
2. Exhibit 2 –Chandler Asset Management PSA 2021
3. Exhibit 3 - First Amendment-Chandler Asset Management PSA
DATE: March 23, 2021
SUBJECT: RFP Results
Bid No.: RFP 21-049SB
Bid Name: City of Corona Professional Investment Services RFP Open Date: February 17, 2021
Proposal Due Date: March 10, 2021; 10:00 a.m.
Advertised Date: February 17, 2021
Number of Vendors solicited: 50
Number of Vendors who downloaded RFP: 11
Number of Proposals received: 3
Rank of the Firms after RFP Evaluation
Vendor Rank
Chandler Asset Management 1
PFM Asset Management LLC 2
Wells Fargo Advisors 3
Proposals are currently under review and this summary is provided as a matter of information only. The apparent high scoring proposal is tentative upon final approval of the City’s authorized contracting party.
Sign below if you concur with the proposal evaluation results and wish to proceed with award of a contract and purchase order to the highest ranked proposer.
Approved By:
_________________________
Signature
_________________________
Name
_________________________
Title
DocuSign Envelope ID: B777A745-79CC-4F6B-9122-140642BF44DE Acting Administrative Services Director
Kim Sitton
CA\DD\02000.50101\1401461.14
REV. 3.2.10.3 & 3.3.6 PTEAM 05232019
REV 3.2.10.3 PTEAM 10272020 (CITY ATTY: 07-17)
CITY OF CORONA
PROFESSIONAL SERVICES AGREEMENT
WITH CHANDLER ASSET MANAGEMENT, INC.
(PROFESSIONAL INVESTMENT ADVISORY SERVICES – RFP 21-049SB)
1. PARTIES AND DATE.
This Agreement is made and entered into this 21st day of April, 2021 (“Effective Date”) by and between the City of Corona, a municipal corporation organized under the laws of the State of California with its principal place of business at 400 South Vicentia Avenue, Corona, California 92882 (“City”) and Chandler Asset Management, Inc., a California Corporation with its principal place of business at 6225 Lusk Boulevard, San Diego, California 92121 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing investment advisory and portfolio management services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the Professional Investment Advisory Services RFP 21-049SB project (“Project”) as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional investment advisory and portfolio management services consulting services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules, and regulations.
3.1.2 Term. The term of this Agreement shall be from May 1, 2021 to June 30, 2024 (“Term”), unless earlier terminated as provided herein. Consultant shall complete the Services within the Term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the Term of this Agreement one DocuSign Envelope ID: F1332B9E-36F6-4C28-B3F3-1C45317BE715 DocuSign Envelope ID: EEF2B185-B29C-4D49-9A04-51AF116BFF0F
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or more times by executing a written amendment pursuant to Section 3.6.8 below (each a “Renewal Term”). The terms “Term” and “Renewal Term” may sometimes be generally and collectively referred to as “Term” in this Agreement.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the Term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services within the Term of this Agreement, in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference, and in accordance with any other completion schedule or milestones which may be separately agreed upon in writing by the Parties. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant’s conformance with the Schedule, City shall respond to Consultant’s submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All Services performed by Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Christopher McCarry, AIF, Senior Portfolio Strategist, Jayson Schmitt, CFA, Deputy Chief Investment Officer, and Mia Corral Brown, Senior Relationship Manager.
DocuSign Envelope ID: F1332B9E-36F6-4C28-B3F3-1C45317BE715 DocuSign Envelope ID: EEF2B185-B29C-4D49-9A04-51AF116BFF0F
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3.2.5 City’s Representative. The City hereby designates the Administrative Services Director, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.
3.2.6 Consultant’s Representative. Consultant hereby designates Christopher McCarry, or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement.
The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant agrees that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the Term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations; Employee/Labor Certifications. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work or Services knowing them to be contrary to such laws, rules and regulations DocuSign Envelope ID: F1332B9E-36F6-4C28-B3F3-1C45317BE715 DocuSign Envelope ID: EEF2B185-B29C-4D49-9A04-51AF116BFF0F
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and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.9.1 Employment Eligibility; Consultant. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant. Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the Term of the Agreement. Consultant shall avoid any violation of any such law during the Term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements provided for in Section 3.2.9 or any of its sub-sections.
3.2.9.2 Employment Eligibility; Subcontractors, Consultants, Subsubcontractors and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and subconsultants performing any work or Services relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.9.1.
3.2.9.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, sub-subcontractors or subconsultants to meet any of the requirements provided for in Sections
3.2.9.1 or 3.2.9.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section
3.2.9.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.
3.2.9.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake DocuSign Envelope ID: F1332B9E-36F6-4C28-B3F3-1C45317BE715 DocuSign Envelope ID: EEF2B185-B29C-4D49-9A04-51AF116BFF0F
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self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.2.9.5 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.2.9.6 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuel-powered engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Promptly following the Effective Date of this Agreement, but in no event before Consultant commences any Services under this Agreement, Consultant shall provide evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subconsultants.
Consultant shall also require all of its subconsultants to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned); and (3) Workers’ DocuSign Envelope ID: F1332B9E-36F6-4C28-B3F3-1C45317BE715 DocuSign Envelope ID: EEF2B185-B29C-4D49-9A04-51AF116BFF0F
CA\DD\02000.50101\1401461.14
REV. 3.2.10.3 & 3.3.6 PTEAM 05232019
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Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury, advertising injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability:
$1,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease.
3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.
3.2.10.4 Insurance Endorsements. The insurance policies shall contain or be endorsed (amended) to include the following provisions:
(A) General Liability. The general liability policy shall state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection therewith (the endorsement form shall be at least as broad as ISO Form CG 20 10 11 85 or both CG 20 37 and one of the following: CG 20 10, CG 20 26, CG 20 33 or CG 20 38); and (2) the insurance coverage shall be primary insurance coverage as respects the City, its directors, officials, officers, employees, agents, and volunteers (the endorsement form shall be at least as broad as ISO CG 20 01 04 13). Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. (B) Waiver of Subrogation – Workers’ Compensation and
Employer’s Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work or Services performed by the Consultant.
(C) All Coverages. If Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City is entitled to the broader coverage and/or higher limits maintained by Consultant. Thus, any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
DocuSign Envelope ID: F1332B9E-36F6-4C28-B3F3-1C45317BE715 DocuSign Envelope ID: EEF2B185-B29C-4D49-9A04-51AF116BFF0F
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3.2.10.5 Other Provisions; Endorsements Preferred. Consultant shall endeavor to provide endorsements regarding the following provisions, but nonetheless understands, acknowledges and agrees that the following provisions shall apply and that failure to comply shall be considered to be a breach of this Agreement by Consultant:
(A) Waiver of Subrogation – All Other Policies. Consultant hereby waives all rights of subrogation any insurer of Consultant’s may acquire against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of any insurance policy which arise from work or Services performed by the Consultant.
Consultant understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer. (B) Notice. Consultant shall either: (1) require its insurer to provide thirty (30) days prior written notice to the City before coverage is suspended, voided, or canceled; or (2) notify City in writing that such notice is not available and forward any notice of such actions to the City within two (2) business days from date of receipt by Consultant.
Consultant understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer.
3.2.10.6 Claims Made Policies. The following provisions shall apply to all policies that provide coverage on a claims-made basis: (A) the retroactive date must be shown and must be before the date on which any Services under this Agreement commence; (B) the insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Project; and (C) if coverage is canceled or not renewed and is not replaced with another claims-made policy with a retroactive date prior to the date on which any Services under this Agreement commence, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Project.
3.2.10.7 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigation, claims administration and defense expenses within the deductible or self-insured retention. The deductible or self-insured retention may be satisfied by either the named insured or the City.
3.2.10.8 Acceptability of Insurers. Unless under the circumstances a different rating is otherwise acceptable to the City in its sole and absolute discretion, insurance is to be placed with insurers which are satisfactory to the City and which meet either of the following criteria : (1) an insurer with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted insurance carrier in California; or (2) an insurer with a current A.M.
Best’s rating no less than A-:X and authorized to issue the required policies in California.
3.2.10.9 Verification of Coverage. Consultant shall furnish City with original certificates of insurance, as well as amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. All documents must DocuSign Envelope ID: F1332B9E-36F6-4C28-B3F3-1C45317BE715 DocuSign Envelope ID: EEF2B185-B29C-4D49-9A04-51AF116BFF0F
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be received and approved by the City before any Services commence; provided, however, that failure to obtain the required documents prior to the commencement of Services shall not waive Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
3.2.10.10 Reporting of Claims. Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.
3.2.10.11 Sub-Consultants. All sub-consultants shall comply with each and every insurance provision of this Section 3.2.10. Consultant shall therefore not allow any sub-consultant to commence work on any subcontract to perform any part of the Services until it has provided evidence satisfactory to the City that the sub-consultant has secured all insurance required under this Agreement.
3.2.10.12 Special Risk or Circumstances. The City reserves the right, in its sole and absolute discretion, to modify the requirements of this Section 3.2.10, including limits, based on any of the following: (A) the nature of the risk of the Services; (B) the prior experience of the insured; (C) the rating or other quality or characteristic of the insurer; (D) any special or unique coverage issues; and (E) any other special or unique circumstances.
3.2.11 Safety. Consultant shall execute and maintain its work and Services so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Services and the conditions under which the Services are to be performed.
3.2.12 Payment Bond. The California Department of Industrial Relations (“DIR”) has communicated to the City that there is a possibility that a payment bond may be required for certain services provided in connection with a public works project. Since such a requirement is currently contrary to the industry standard for the services provided by Consultant under this Agreement and since there is no direct legal authority for this position, the City is not requiring Consultant to provide a payment bond at this time. However, the City hereby reserves the right to require the Consultant to obtain and provide a payment bond for some or all of the services provided by the Consultant under this Agreement.
If the City determines that a payment bond is required for the services pursuant to Civil Code Section 9550 or any other applicable law, rule or regulation, Consultant shall execute and provide to City a payment bond in an amount required by the City and in a form provided or approved by the City. In the event a payment bond is required, the City agrees to compensate Consultant for all documented direct costs incurred by Consultant for such payment bond. The Parties shall memorialize the terms of such additional compensation and any other terms and conditions associated with the payment bond in an amendment to this Agreement.
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3.2.13 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
3.3 Fees and Payments.
3.3.1 Rates & Total Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit ”C” attached hereto and incorporated herein by reference. The total compensation, including authorized reimbursements, shall not exceed Six Hundred and SeventyNine Thousand Five Hundred Dollars ($679,500.00) (“Total Compensation”), without written approval of City’s Representative. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the Term of this Agreement, City may request that Consultant perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.
3.3.5 Prevailing Wages. Consultant is aware of the requirements of Chapter 1 (beginning at Section 1720 et seq.) of Part 7 of Division 2 of the California Labor Code, as well as Title 8, Section 16000 et seq. of the California Code of Regulations (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the Total Compensation is $1,000 or more, Consultant and its subconsultants shall fully comply with the Prevailing Wage Laws for their employees and any others to whom such laws are applicable. Consultant and its subconsultants shall also be responsible for any and all violations and fines imposed on them pursuant to the Prevailing Wage Laws. Pursuant to SB DocuSign Envelope ID: F1332B9E-36F6-4C28-B3F3-1C45317BE715 DocuSign Envelope ID: EEF2B185-B29C-4D49-9A04-51AF116BFF0F
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854, which amended the Prevailing Wage Laws, this Agreement would also be subject to compliance monitoring and enforcement by the California Department of Industrial Relations (“DIR”). Beginning April 1, 2015, no consultant or subconsultant may be awarded this Agreement unless registered with the DIR pursuant to Labor Code Section 1725.5. The City will report all necessary agreements to the DIR as required by the Prevailing Wage Laws. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the Project site. It is most efficient for the Consultant to obtain a copy of the prevailing wages in effect at the commencement of this Agreement from the website of the Division of Labor Statistics and Research of the DIR located at www.dir.ca.gov/dlsr/. In the alternative, Consultant may obtain a copy of the prevailing wages from the City’s Representative. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.3.6 Apprenticeable Crafts. If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works when Consultant employs workmen in an apprenticeable craft or trade. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Consultant.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, as well as any authorized reimbursable expenses, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
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3.5 Ownership of Materials and Confidentiality.
3.5.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically, electronically or otherwise recorded or stored, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of five (5) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs.
In addition, before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.
3.5.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.
3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible DocuSign Envelope ID: F1332B9E-36F6-4C28-B3F3-1C45317BE715 DocuSign Envelope ID: EEF2B185-B29C-4D49-9A04-51AF116BFF0F
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or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.
3.5.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.
3.5.5 Confidentiality. All Documents & Data, either created by or provided to Consultant in connection with the performance of this Agreement, shall be held confidential by Consultant. All Documents & Data shall not, without the prior written consent of City, be used or reproduced by Consultant for any purposes other than the performance of the Services.
Consultant shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant that is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.6 General Provisions.
3.6.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective Parties may provide in writing for this purpose:
Consultant:
Chandler Asset Management, Inc.
6225 Lusk Boulevard
San Diego, CA 92121
Attn: Nicole Dragoo
City:
City of Corona
400 South Vicentia Avenue
Corona, CA 92882
Attn: Kim Sitton Administrative Services Department
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Such notice shall be deemed made when personally delivered, or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Notice may also be made by confirmed facsimile with original to follow or by confirmed electronic mail with proof of receipt to the addresses set forth below. Either party to this Agreement may, by written notice given at any time, designate a different address for the receipt of reports and other communications due hereunder. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.6.2 Indemnification. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, to the extent arising out of, pertaining to, or incident to any alleged willful misconduct or negligent acts, errors or omissions of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all settlement amounts, expert witness fees and attorneys fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.
3.6.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code Sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.
3.6.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.6.5 City’s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
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3.6.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.
3.6.6.1 Subconsultants; Assignment or Transfer. Consultant shall not subcontract any portion of the Services required under this Agreement, except as expressly authorized herein, without the prior written approval of the City. Subcontracts, if any, shall include a provision making them subject to all provisions of this Agreement. Consultant shall also not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to subcontract or take any other action not authorized herein shall be null and void, and any subconsultants, assignees, hypothecates or transferees shall acquire no right or interest by reason of such action.
3.6.7 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.
3.6.8 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.9 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.
3.6.10 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.6.6, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.6.11 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.6.12 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee 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 DocuSign Envelope ID: F1332B9E-36F6-4C28-B3F3-1C45317BE715 DocuSign Envelope ID: EEF2B185-B29C-4D49-9A04-51AF116BFF0F
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agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the Term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.6.13 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.6.14 Attorney’s Fees. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorney’s fees and all other costs of such action.
3.6.15 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.6.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.6.17 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties.
[SIGNATURES ON NEXT 2 PAGES]
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CITY’S SIGNATURE PAGE FOR
CITY OF CORONA
PROFESSIONAL SERVICES AGREEMENT
WITH CHANDLER ASSET MANAGEMENT, INC.
(PROFESSIONAL INVESTMENT ADVISORY SERVICES – RFP 21-049SB) IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.
CITY OF CORONA
By: _________________________
Kim Sitton
Acting Administrative Services Director
By: _________________________
Christine Thompson
Accounting Manager
Attest:
_________________________
Sylvia Edwards
City Clerk
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CONSULTANT’S SIGNATURE PAGE FOR
CITY OF CORONA
PROFESSIONAL SERVICES AGREEMENT
WITH CHANDLER ASSET MANAGEMENT, INC.
(PROFESSIONAL INVESTMENT ADVISORY SERVICES – RFP 21-049SB) IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.
CHANDLER ASSET MANAGEMENT, INC.
a California Corporation
By: _________________________
Martin Cassell
CEO
By: _________________________
Nicole Dragoo
COO/CCO/Secretary
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EXHIBIT “A”
SCOPE OF SERVICES
The Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional investment advisory and portfolio management services consulting services necessary for the Project (“Services”). The Services are more particularly described in this Exhibit “A”
• Providing investment advisory services for the City’s operating funds in a 1-5 year strategy to ensure sufficient liquidity for the City's cash flow needs as well as for the potential to safely enhance returns compared to market benchmarks over an investment cycle.
• Purchasing securities in strict compliance with your City’s investment policy, management directives, and California Government Code. The Consultant conducts pretrade, post-trade, and end-of-day portfolio compliance, and confirms investments adhere to requirements via monthly compliance statements.
• Communicating frequently with the City, attending in-person meetings with the City’s finance staff, participating in monthly calls, conducting customized staff training and offering direct, ongoing access to the Consultant’s investment professionals on any additional matters by phone or in-person.
• Serving as a general resource for all other issues related to the City's investment program, such as conducting analysis on LAIF yields, using proprietary tools to analyze securities and evaluate portfolio risk, providing quarterly compliance statements, and identifying the tools and processes necessary to accommodate investments in new asset classes. • Assisting the City with the strengthening of its investment program through education on new and alternative asset types, implementation of investment tools, ideas and sharing industry best practices.
• The Consultant’s portfolio managers review an annual report detailing the volume traded with all brokers for the year. Portfolio managers periodically and systematically evaluate the execution performance of broker-dealers executing their transactions and document their review.
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Services to be provided include but are not limited to:
• Development and/or review of the investment policy: The firm must annually assist in the review of the City’s Investment Policy. The Investment Policy is presented to the City Council in June of each year.
• Non-discretionary portfolio advisement: The Consultant must effectively advise the City on investment of its funds pursuant to the approved Investment Policy.
Based upon the City’s cash flow and maturing investments, the Consultant will advise the City on the purchase of specific investment instruments. The Consultant will be available for regular and routine communication with City staff as often as City staff deems necessary. The goal is to maximize the return on the City’s portfolio while preserving safety and liquidity. • Credit analysis of investment instruments in the portfolio: The Consultant must provide periodic credit analyses of investment instruments in the portfolio at a minimum of once per month, and immediately upon occurrence of a significant event that impacts credit worthiness.
• Quarterly meetings with city officials: The Consultant must be available to meet with City officials and present quarterly updates on overall economy and the City’s portfolio performance.
• Interest revenue projections: The Consultant must assist with revenue projections for interest.
• Trust Objectives: The Consultant must advise City staff in establishment of a comprehensive trust program including establishment of IRS Section 115 Trusts (both pension and other eligible expenditures) including recommended annual funding strategies.
• Trust Administration: The Consultant will provide trust structure, administration and related trustee services, including coordinating all City contributions to the Trust and processing requests for distributions.
• Fiduciary Investment Advisory Services: The Consultant must provide a full scope of fiduciary investment management services, including but not limited to developing a written investment policy for the trust assets, developing a recommended asset allocation strategy based on the Trust’s funding and investment objectives and the City’s risk tolerance.
• Reporting: The Consultant must prepare a Monthly Investment Report encompassing all City funds. The Consultant must prepare the City’s disclosure note demonstrating compliance with GASB Statement No. 40 in the City’s Annual Comprehensive Financial Report. The Consultant must also provide DocuSign Envelope ID: F1332B9E-36F6-4C28-B3F3-1C45317BE715 DocuSign Envelope ID: EEF2B185-B29C-4D49-9A04-51AF116BFF0F
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monthly, quarterly, and annual comparative performance analyses and evaluation reports of the IRS Section 115 Trust’s investments.
• Staff training and education: The Consultant must be available to staff to answer questions and provide general guidance in related areas.
ADDITIONAL TERMS SPECIFIC TO INVESTMENT MANAGEMENT RELATIONSHIP Investment Policy. In investing and reinvesting Client’s assets, Chandler shall comply with Client’s Investment Policy as currently written and as may be amended. The City’s current Investment Policy is attached hereto as Exhibit “D”.
Authority of Consultant. Consultant is hereby granted full discretion to invest and reinvest all assets under its management in any type of security it deems appropriate, subject to compliance with all applicable federal and state laws, the City’s Investment Policy and the instructions given or guidelines set by the City’s Representative.
Electronic Delivery. From time to time, Chandler may be required to deliver certain documents to Client such as account information, notices and required disclosures. Client hereby consents to Chandler’s use of electronic means, such as email, to make such delivery. This delivery may include notification of the availability of such document(s) on a website, and Client agrees that such notification will constitute “delivery”. Client further agrees to provide Chandler with Client’s email address(s) and to keep this information current at all times by promptly notifying Chandler of any change in email address(s).
Client email address(s): [email protected]
Proxy Voting. Chandler will vote proxies on behalf of Client unless otherwise instructed.
Chandler has adopted and implemented written policies and procedures and will provide Client with a description of the proxy voting procedures upon request. Chandler will provide information regarding how Clients’ proxies were voted upon request. To request proxy policies or other information, please contact us by mail at the address provided, by calling 800-317-4747 or by emailing your request to [email protected].
Custody of Securities and Funds. Chandler shall not have custody or possession of the funds or securities that Client has placed under its management. Client shall appoint a custodian to take and have possession of its assets. Client recognizes the importance of comparing statements received from the appointed custodian to statements received from Chandler. Client recognizes that the fees expressed in Exhibit “C” do not include fees Client will incur for custodial services.
Valuation. Chandler will value securities held in portfolios managed by Chandler no less than monthly. Securities or investments in the portfolio will be valued in a manner determined in good faith by Chandler to reflect fair market value.
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Investment Advice. Client recognizes that the opinions, recommendations and actions of Chandler will be based on information deemed by it to be reliable, but not guaranteed to or by it.
Payment of Commissions. Chandler may place buy and sell orders with or through such brokers or dealers as it may select. It is the policy and practice of Chandler to strive for the best price and execution and for commission and discounts which are competitive in relation to the value of the transaction and which comply with Section 28(e) of the Securities and Exchange Act.
Nevertheless, it is understood that Chandler may pay a commission on transactions in excess of the amount another broker or dealer may charge, and that Chandler makes no warranty or representation regarding commissions paid on transactions hereunder.
Other Clients. It is further understood that Chandler may be acting in a similar capacity for other institutional and individual clients, and that investments and reinvestments for Client's portfolio may differ from those made or recommended with respect to other accounts and clients even though the investment objectives may be the same or similar. Accordingly, it is agreed that Chandler will have no obligation to purchase or sell for Client's account any securities which it may purchase or sell for other clients.
Confidential Relationship. All information and advice furnished by either party to the other that is marked or identified as “confidential” shall be treated as confidential and shall not be disclosed to third parties except (i) as required by law, rule, or regulation, (ii) as requested by a regulatory authority, (iii) for disclosures by either party of information that has become public by means other than wrongful conduct by such party or its officers, employees, or other personnel, (iv) for disclosures by either party to its legal counsel, accountants, or other professional advisers, (v) as necessary for either party to carry out its responsibilities hereunder, or (vi) as otherwise expressly agreed by the parties.
Receipt of Brochure and Privacy Policy. Client hereby acknowledges receipt of the disclosure statement or "brochure" and “brochure supplement” also known as Part 2A and Part 2B of Form ADV, required to be delivered pursuant to Rule 204-3 of the Investment Advisers Act of 1940 (Brochure). Client further acknowledges receipt of Chandler’s Privacy Policy, as required by Regulation S-P.
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EXHIBIT “B”
SCHEDULE OF SERVICES
Consultant shall perform the Services within the Term of this Agreement, in accordance with the Schedule of Services set forth in this Exhibit “B”
The following schedule below details the plan the Consultant will follow to transition the City’s investment program into the Consultant’s care.
The City retains the right to exercise option year renewals at its sole discretion. Option year one, if exercised, shall be effective July1, 2024 through June 30, 2025. Option two one-year, if exercised, shall be effective July 1, 2025 through June 30, 2026. Actual option year pricing shall be negotiated with the Consultant prior to exercising of any given option year. The City’s fiscal year runs from July 1 to June 30 including Option years shall become effective only upon issuance by the City of a duly authorized Purchase Order each fiscal year.
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EXHIBIT “C”
COMPENSATION
Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in this Exhibit ”C” Fiscal Year 2021 Monthly Fee
May 2021 $ 12,000.00
June 2021 $ 12,000.00
Contract Year Fixed Annual Fee
Year 1 Fiscal Year 2022 $ 144,000.00 ($12,000 per month) Year 2 Fiscal Year 2023 $ 150,000.00 ($12,500 per month) Year 3 Fiscal Year 2024 $ 156,000.00 ($13,000 per month) Operating Funds Investment Portfolio - 1-5 Year Fixed Income Strategy Fixed Annual Fee Schedule
Section 115 Trust:
The Consultant will pay all costs associated with the establishment of the City’s single-employer trust, as well as the opinion letter that it is lawful for a 115 Trust to hold assets for OPEB liabilities and pension stabilization funds. The cost to the City of Corona will be zero dollars.
Contract Year Fixed Annual Fee
Year 1 Fiscal Year 2022 $ 52,500.00 ($4,375.00 per month) Year 2 Fiscal Year 2023 $ 72,000.00 ($6,000.00 per month) Year 3 Fiscal Year 2024 $ 81,000.00 ($6,750.00 per month) Section 115 Pension Trust - Multi-Asset Class Strategy
Proposed Fee Schedule
Fees are charged monthly in arrears and can be debited directly from the City’s third-party custody account. Fees are firm for the entire three (3) year contract term so long as the Trust’s assets remain under sixty million dollars ($60,000,000). During the initial three-year term, if the market value of the assets under the Consultant’s management exceeds sixty million dollars ($60,000,000) for three consecutive months, the Consultant and the City will negotiate a new fee schedule reflective of the current assets under management. Fees for the two (2) optional oneyear renewal periods will be negotiated prior to the City’s exercising said options as indicated in Exhibit B.
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Typically, the Consultant’s fees are based on assets under management. Because the City has requested a flat annual fee and due to the uncertainty around when the Trust will fund, the Consultant will not bill any fees for the Section 115 Pension Trust until the assets have funded at the custodian bank.
The fees expressed above are inclusive of the fees The Wagner Law Group will charge to create the Trust and provide the requisite Opinion Letter. The annual fees referenced above do not include any future legal services required by the City subsequent to Trust creation. The City will be responsible for paying the attorney’s hourly rates which range from $450-$550/hour for any future legal services required after the Trust is created.
The Consultant’s fee is separate from and does not include brokerage commissions, dealer spreads and other costs associated with the purchase or sale of securities, Custodian fees, interest, taxes, and other Account expenses. These expenses will be the responsibility of the City.
The Consultant receives no indirect compensation from any entity other than the City as a result of its services to City.
The Trust anticipates using low-cost index and exchange-traded funds (ETFs) as investments.
All fees paid to the Consultant for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and ETFs to their shareholders. Each vehicle will have an associated expense ratio which generally includes a management fee, other fund expenses, 12b-1 fees and possible distribution or redemption fees. The fees and expenses charged by mutual funds and ETFs are described in each fund’s prospectus and are included in the daily Net Asset Value calculation (NAV) of the fund and because they are embedded in the performance of the fund, they are not charged directly to the City.
The Consultant anticipates the expense ratio for the portfolio will equal a weighted average expense of 10 basis points (0.10%) per year. Please note that fund returns are provided net of this cost.
ADDITIONAL SERVICES
Consultant’s proposed fees are inclusive of all the services the City requests for full investment program management as described in our proposal. Additional services related to investment advisory and portfolio management that are outside the scope of this Request for Proposal are to be determined and will be billed hourly as follows:
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Additional Services Fee(s) (per hour)
Senior Portolio Manager/Strategist $ 450.00
Portfolio Manager/Analyst $ 350.00
Senior Relationship Manager $ 225.00
Operations Specialist/Client Service Manager $ 175.00
Clerical/Data Entry $ 125.00
Summary of Rates & Total Compensation Section 3.3.1 above Operating Funds Investment Portfolio $474,000
Section 115 Pension Trust $205,500
Total $679,500
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EXHIBIT “D”
CITY OF CORONA INVESTMENT POLICY
[BEGINS ON THE FOLLOWING PAGE]
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CITY OF CORONA
___________________________________________________________
INVESTMENT POLICY
Jim Steiner, Mayor
Jacque Casillas, Vice Mayor
Yolanda Carrillo, Council Member
Jason Scott, Council Member
Wes Speake, Council Member
Chad Willardson, City Treasurer
Adopted by the City Council June 17, 2020
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City of Corona Investment Policy
Adopted by City Council June 17, 2020
TABLE OF CONTENTS
I. PURPOSE...................................................................................................................... 2 II. SCOPE........................................................................................................................... 2 III. PRUDENCE ................................................................................................................... 2 IV. ETHICS AND CONFLICT OF INTEREST ...................................................................... 3 V. INVESTMENT SELECTION CRITERIA ......................................................................... 3 VI. TREASURY COMMITTEE ............................................................................................. 4 VII. INVESTMENT RESPONSIBILITY.................................................................................. 4 VIII. ALLOWABLE INVESTMENTS ...................................................................................... 5 IX. INVESTMENT POOLS / MUTUAL FUNDS.................................................................... 6 X. SELECTION OF FINANCIAL INSTITUTIONS ............................................................... 6 XI. SAFEKEEPING AND CUSTODY................................................................................... 7 XII. COLLATERALIZATION................................................................................................. 7 XIII. MATURITY..................................................................................................................... 7 XIV. LIQUIDITY ..................................................................................................................... 8 XV. DIVERSIFICATION ........................................................................................................ 8 XVI. REPORTING.................................................................................................................. 9 XVII. INTERNAL CONTROLS ................................................................................................ 9 XVIII. PERFORMANCE STANDARDS ...................................................................................10 XIX. INVESTMENT POLICY ADOPTION .............................................................................10 GLOSSARY OF TERMS ..........................................................................................................11 Attachment A – Allowable Investments.................................................................................14 Attachment B – Sample Resolution Approving the Investment Policy ...............................17 DocuSign Envelope ID: F1332B9E-36F6-4C28-B3F3-1C45317BE715 DocuSign Envelope ID: EEF2B185-B29C-4D49-9A04-51AF116BFF0F
City of Corona Investment Policy
Adopted by City Council June 17, 2020
2 INVESTMENT POLICY
I. PURPOSE
This document is intended to provide guidelines for the prudent investment of the City's temporary inactive cash and outline the policies for maximizing the efficiency of the City's cash management system. The goal of the City's Investment Policy (the “Policy) is to meet the short and long-term cash flow demands in a manner which will provide for the safety of principal and sufficient liquidity, while providing a suitable investment return.
The Policy shall be adopted annually by resolution of the City Council. The Policy shall be reviewed annually by both the Treasury Committee and the City Council and any modifications made thereto must be approved.
The Policy is in conformance with the California Government Code Sections 53600 et seq. However, to meet the City's needs, the investment parameters set forth in the Policy are more conservative than those allowed by state law.
II. SCOPE
The Policy shall direct the investment of the City's temporarily inactive cash for all funds in the investment portfolio. These funds are accounted for in the City of Corona Comprehensive Annual Financial Report under the following fund types:
Governmental Funds
Proprietary Funds
Fiduciary Funds
The Policy shall also direct all investments related to the Corona Utility Authority, the Corona Housing Authority, and the Corona Public Financing Authority. The Policy will not direct the investment of funds held for employees in deferred compensation plans. Additionally, the Policy will not direct the investment of bond proceeds, which are specifically governed by the individual bond documents and trust indentures.
III. PRUDENCE
The standard of prudence to be used by the investment official shall be the “prudent investor standard” as set forth in California Government Code Section 53600.3 and shall be applied in the context of managing the overall portfolio.
The City Treasurer will be responsible for maintaining and updating investment policies and procedures. The intent of the procedures will be to ensure that the investment objectives and safeguards stated in this Policy are effectively communicated to all officials involved in the investment of public funds and that DocuSign Envelope ID: F1332B9E-36F6-4C28-B3F3-1C45317BE715 DocuSign Envelope ID: EEF2B185-B29C-4D49-9A04-51AF116BFF0F
City of Corona Investment Policy
Adopted by City Council June 17, 2020
3 they properly reflect the intent of the “Prudent Investor” rule. The procedures will be maintained on file with the City Treasurer and the Administrative Services Director.
IV. ETHICS AND CONFLICT OF INTEREST
Officers and employees involved in the investment process shall refrain from personal business activity that could conflict with the proper execution of the investment program, or which could impair their ability to make impartial investment decisions. Employees and investment officials shall comply with the disclosure and disqualification requirements required by state law and any applicable regulations, including those adopted by the Fair Political Practices Commission, or FPPC. In addition, the FPPC’s Statement of Economic Interests (Form 700) shall be completed annually and submitted to the City Clerk for all individuals involved in the investment of public funds.
V. INVESTMENT SELECTION CRITERIA
Criteria for selecting investments and the order of priority are:
1. Safety. The safety and risk associated with an investment refers to the potential loss of principal, interest or a combination of these amounts.
Safety of principal is the foremost objective of the investment program. City investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. The City shall select only those investments that are considered very safe. The City shall not engage in speculation. The City shall diversify its investments by investing funds among a variety of securities and financial institutions offering independent returns.
2. Liquidity. Liquidity is the ability to change an investment into its cash equivalent on short notice at its prevailing market value. The funds in the City’s portfolio shall remain sufficiently liquid to meet all operating requirements that may be reasonably anticipated. This is accomplished by structuring the portfolio so that securities mature concurrently with cash needs to meet anticipated demands. Furthermore, since all possible cash demands cannot be anticipated, the portfolio will maintain a liquidity buffer and invest primarily in securities with active secondary and resale markets.
3. Yield. Yield is the potential dollar earnings that an investment can provide; it is also referred to as the rate of return. The City’s portfolio shall be designed to attain a return on investments through economic cycles, taking into account investment risk constraints and liquidity needs. Return on investment is of least importance compared to the safety and liquidity objectives.
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City of Corona Investment Policy
Adopted by City Council June 17, 2020
4 VI. TREASURY COMMITTEE
The Policy provides for the creation of a Treasury Committee (Committee). The Committee is composed of the City Treasurer, City Manager, Assistant City Manager and Administrative Services Director.
The Committee shall be responsible for the following:
1. Review of financial institutions.
2. Review of investment strategy.
3. Review of investment operations guidelines and procedures.
4. Review of controls to assure compliance with the State law and the City's Policy.
5. Recommendation and approval of investment brokers, dealers, advisors and managers.
6. Review of investment reports and other related issues with the City Council on an as-needed basis.
7. Recommending modifications to the list of permitted investments.
VII. INVESTMENT RESPONSIBILITY
In accordance with the State of California Government Code section 53607, the City Council delegates investment authority to the City Treasurer for a period of one year and such investment authority must be renewed annually. Adoption of this Policy constitutes delegation of investment authority to the City Treasurer for the fiscal year unless revoked in writing.
Within the constraints set forth in the Policy, the City Treasurer has the authority to direct investment strategy and approve investment transactions for the City's investment portfolio.
The City Treasurer appoints the Administrative Services Director as Deputy City Treasurer and authorizes the Administrative Services Director to act on his/her behalf in performing the powers and duties of the office as needed, and to specifically take responsibility for the implementation and supervision of investment controls and operations.
The Administrative Services Director, or his/her designee, is responsible for the following:
1. Approving daily investment transactions.
2. Developing projections of the City's cash requirements for operating needs.
3. Reviewing the liquidity position of the investment portfolio.
4. Ensuring that the City's cash position is consistent with operating requirements.
5. Preparing appropriate investment reports.
6. Developing, implementing and monitoring controls over investments.
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City of Corona Investment Policy
Adopted by City Council June 17, 2020
5 7. Record keeping for investment transactions.
Delegation of Authority
The City may engage the services of one or more external investment management advisos to assist in the management of the City’s investment portfolio in a manner consistent with the City’s objectives. Such advisors may be granted discretion to purchase and sell investment securities in accordance with the Policy.
Such managers must be registered under the Investment Advisers Act of 1940.
All broker/dealers selected by an external advisor must comply with the requirements of California Government Code Section 53601.5.
VIII. ALLOWABLE INVESTMENTS
Allowable investments for the City are listed in the matrix provided herein as Attachment A. The list is intended to ensure that the investment portfolio is properly diversified so that no single category of investment is over weighted or poses a disproportionate credit risk to the City. It should be noted that any newly developed derivative of an allowable investment that is not specifically mentioned in the Policy must be recommended by the City Treasurer for inclusion in the Policy. Any amendments to the list of allowable investments must be submitted to the City Council, via the Treasury Committee, for review and approval.
Any prior investment currently held by the City that does not meet the guidelines of this policy shall be exempt from the requirements of the Policy. At maturity or liquidation, such funds shall be reinvested as provided by the Policy.
Should an investment’s percentage exceeded the Policy limitation due to an incident such as fluctuation in portfolio size, the affected securities may be held to maturity to avoid losses. When no loss is indicated, the Treasurer shall consider reconstructing the portfolio within the Policy established percentage limits.
All purchases and sales of securities will require a minimum of three quotes when practical. The three-quote rule will be waived for the following transactions:
1. Purchase and sale of new issues of federal agency securities that are still in syndicate.
2. Purchase and sale of US treasury bills or notes in amounts of $5 million or less.
3. Purchase and sale of short-term money market securities (i.e. commercial paper, banker’s acceptances, repurchase agreements, discount notes, treasury bills) that have a final maturity of less than 30 days from settlement date.
4. Proprietary reasons, where only one broker is authorized to make or accept offers.
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City of Corona Investment Policy
Adopted by City Council June 17, 2020
6 Repurchase agreements may be used as short-term investment vehicles when economic conditions and alternative short-term investments make it favorable to invest in repurchase agreements. Prior to the investment of any public funds in a repurchase agreement, a Master Repurchase Agreement must be properly executed and countersigned by the financial institution that is a party to the agreement. The Master Repurchase Agreement will be the format prescribed by the Bond Market Association.
Investment of bond proceeds held by fiscal agents will be made in accordance with California Government Code Section 53601 (m), which states that money from bond proceeds should be invested as specified by bond documents. In most cases, these investments will be made under the same guidelines as other City investments.
IX. INVESTMENT POOLS / MUTUAL FUNDS
A thorough investigation of the pool/fund is required prior to investing public funds in any local agency investment pool or mutual fund. The investment of any public funds must comply with the rules set forth in the California Government Code Section 53601.
X. SELECTION OF FINANCIAL INSTITUTIONS
Only institutions that demonstrate financial strength may be selected to provide fiscal agent and/or external investment management or advisory services. They shall be selected using the following criteria: financial strength, reputation, technical investment expertise, security controls and ability to conform to the City and State mandated investment parameters.
Purchases and sales of investments shall, whenever practical, be made directly from the issuer, from a member of a federally regulated securities exchange, from a national or state-chartered bank, or from a qualified broker/dealer.
Primary dealers registered with the Federal Reserve Bank of New York should be used for broker/dealer securities transactions. Exceptions to the primary dealer rule may be made with approval of the Treasury Committee provided they are consistent with the California Government Code Section 53601.5.
A copy of the Policy shall be submitted to all broker/dealers, investment management advisors, fiscal agents and financial institutions with which the City places investments.
The City shall obtain a certification evidencing that they:
1. Have reviewed the City's investment policies and objectives.
2. Are familiar with the City's investment constraints.
3. Have complied with the provisions contained in the Policy.
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City of Corona Investment Policy
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7 XI. SAFEKEEPING AND CUSTODY
To protect against fraud, embezzlement, or losses caused by insolvency of individual securities dealers, all securities owned by the City shall be held in safekeeping by the City's custodial bank, a third party bank trust account, acting as agent for the City under the terms of a custody agreement.
Except for federally insured Certificates of Deposit, money market funds or the Local Agency Investment Fund (LAIF), all investments evidenced by physical or book-entry securities shall be secured through third-party custody and the following safekeeping procedures:
1. All transactions described above shall be executed on a delivery versus payment basis.
2. The custodian shall hold assets until the investments mature or the custodial bank receives a request from the City to sell or transfer the securities.
3. Bearer instruments shall be held only through third-party institutions.
XII. COLLATERALIZATION
Certificates of Deposit - The City shall require any commercial bank or savings and loan association to deposit eligible securities with an agency of a depository approved by the State Banking Department to secure any uninsured portion of a non-negotiable Certificate of Deposit. The value of eligible securities as defined pursuant to Government Code Section 53651, pledged against a Certificate of Deposit shall be equal to 150% of the face value of the CD if the securities are classified as mortgages and 110% of the face value of the CD for all other classes of security.
Repurchase Agreements - The City requires that repurchase agreements be collateralized only by securities authorized in this Policy:
1. The securities which collateralize the repurchase agreement shall be priced at market value, including any accrued interest plus a margin. The market value of the securities that underlie a repurchase agreement shall be valued at 102% or greater of the funds borrowed against those securities.
2. Financial institutions shall mark the value of the collateral to market at least monthly and increase or decrease the collateral to satisfy the ratio requirement described above.
3. The City shall receive monthly statements of collateral.
XIII. MATURITY
The City shall not make any investments in instruments with a stated remaining maturity that exceeds five years at the time of purchase.
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City of Corona Investment Policy
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8 The maturity of investment instruments in the portfolio shall be consistent with projected cash requirements.
It is the City's intent, at the time of purchase, to hold the majority of investments until maturity to ensure the return of all invested principal dollars. However, it is realized that market prices of securities will vary depending on economic and interest rate conditions at any point in time. As a result, the City may choose to sell a security short of final maturity to realize a capital gain if it is to the City's economic advantage to do so. It is further recognized, that in a well-diversified portfolio, occasional measured losses are inevitable due to economic, bond market or individual security credit analysis. These occasional losses must be considered within the context of the overall investment program objectives and the resultant long-term rate of return.
XIV. LIQUIDITY
In maintaining sufficient liquidity in the City’s portfolio, maturities shall be selected to mature prior to or match the timing of the City's projected cash flow needs. It is intended that a liquidity base equal to forecasted cash flow needs for six months should be maintained. Additionally, the marketability of a security shall be important criteria in selecting an investment.
XV. DIVERSIFICATION
The City will diversify its investments by security type, institution, and maturity date.
Mitigating Credit Risk in the Portfolio
Credit Risk is the risk that a security or a portfolio will lose some or all of its value due to a real or perceived change in the ability of the issuer to repay its debt. The City shall mitigate credit risk by adopting the following strategies:
1. The diversification requirements included in this section are designed to mitigate credit risk in the portfolio.
2. No more than 5% of the total portfolio may be invested in securities of any single issuer, other than the US government, its agencies and instrumentalities, money market mutual funds and LAIF.
3. The City may elect to sell a security prior to its maturity and record a capital gain or loss in order to improve the quality, liquidity or yield of the portfolio in response to market conditions or the City’s risk preferences.
4. If securities owned by the City are downgraded by a Nationally Recognized Statistical Rating Organization (NRSRO) to a level below the quality required by this Policy, it shall be the City’s policy to review the credit situation and make a determination as to whether to sell or retain such securities in the portfolio. Moody’s, Standard and Poor’s, and Fitch are currently used as the NRSRO.
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City of Corona Investment Policy
Adopted by City Council June 17, 2020
9 a. If a security is downgraded below the level required by the Policy, the City Treasurer will use discretion in determining whether to sell or hold the security based on its current maturity, the loss in value, the economic outlook for the issuer, and other relevant factors. b. If a decision is made to retain a downgraded security in the portfolio, its presence in the portfolio will be monitored and reported monthly to the City Council.
XVI. REPORTING
The City Treasurer shall file a monthly investment report with the City Council which provides a clear picture of the status of current investments. The investment report may include comments on the fixed income markets and economic conditions, discussions regarding restrictions on percentages of investments by category, possible changes in the portfolio structure and significant changes to investment strategies. The monthly investment report filed with the City Council will contain the following:
1. Percentages of the portfolio represented by each investment category.
2. An investment inventory including types and amounts of investments, issuing financial institutions and maturities.
3. A list of all investment transactions that occurred during the reporting month.
4. Investments or programs under the management of contracted parties.
5. Average maturity of the portfolio.
6. Average total yield to maturity of the portfolio relative to the prescribed benchmarks.
7. Current market value of investments with maturities of more than 12 months.
8. A statement denoting that the investment portfolio has sufficient liquidity to meet the City’s anticipated expenditure requirements for the upcoming six months.
9. Percent of portfolio invested by type of instrument.
10. Written explanations for any variances to the Policy.
XVII. INTERNAL CONTROLS
Internal controls shall be established and maintained to prevent losses of public funds arising from fraud, employee error, and misrepresentation by third parties, or imprudent actions by employees and officers of the City.
Controls deemed most important include: segregation of duties, separation of transaction authority from accounting and record keeping, custodial safekeeping, clear delegation of authority, specific limitations regarding securities losses and remedial action, control over wire transfers, minimizing the number of authorized investment officials and documentation of transactions and strategies.
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City of Corona Investment Policy
Adopted by City Council June 17, 2020
10 The City Treasurer shall establish an annual process of independent review by an external auditor. This review will provide internal control by assuring compliance with the policies and procedures set forth in this document.
XVIII. PERFORMANCE STANDARDS
The investment portfolio shall be designed with the objective of obtaining a rate of return throughout budgetary and economic cycles, commensurate with the investment risk constraints and the cash flow needs.
The investment performance objective for the portfolio shall be to earn a total rate of return over a market cycle which is approximately equal to the return on a benchmark index of one to five- year government securities.
XIX. INVESTMENT POLICY ADOPTION
At the direction of the City Treasurer, the City's Investment Policy shall be reviewed annually, to reflect changes in the California state codes, general market conditions or to provide further clarification of the City's policy. The Policy shall be formally presented to the City Council for approval at a public meeting. Any change in the Policy shall also be approved at a public meeting by the City Council.
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City of Corona Investment Policy
Adopted by City Council June 17, 2020
11 GLOSSARY OF TERMS
Accrued Interest - Interest earned but not yet received.
Asset Backed Securities – Securities supported by pools of installment loans or leases or by pools of revolving lines of credit.
Banker’s Acceptance (BA) - A draft or bill or exchange accepted by a bank or trust company. The accepting institution guarantees payment of the bill, as well as the issuer.
Bond - A financial obligation for which an issuer promises to pay the bondholder a specified stream of future cash flows, including periodic interest payments and a principal repayment.
Broker - A broker brings buyers and sellers together for a commission. The broker does not take a position.
Certificate of Deposit - A deposit insured up to $100,000 by the FDIC at a set rate for a specified period of time.
Collateral - Securities, evidence of deposit or pledges to secure repayment of a loan.
Also refers to securities pledged by a bank to secure deposit of public funds.
Collateralized Mortgage Obligation (CMO) – classes of bonds that redistribute the cash flow of mortgage securities (and whole loans) to create securities that have different levels of prepayment risk, as compared to the underlying mortgage securities.
Commercial Paper – A short-term, unsecured promissory note issued by a large corporation.
Coupon - a) The annual rate of interest that a bond's issuer promises to pay the bold holder on the bond's face value. b) A certificate attached to a Bond evidencing interest due on the payment date.
Dealer - A dealer, as opposed to a broker, acts as a principal in all transactions, buying and selling for his own account.
Delivery Versus Payment - There are two methods of delivery of securities: delivery versus payment and delivery versus receipt. Delivery versus payment is the delivery of securities with an exchange of money for the securities. Delivery versus receipt is the delivery of securities with an exchange of a signed receipt for the securities.
Discount - The difference between the cost price of a security and its maturity when quoted at a lower than face value. A security selling below original offering price shortly after sale also is considered to be at a discount.
Discount Notes - Non-interest bearing money market instruments that are issued at a Discount and redeemed at maturity for full face value (e.g., U.S. treasury bills).
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City of Corona Investment Policy
Adopted by City Council June 17, 2020
12 Diversified Management Companies – Mutual funds or money market mutual funds registered with the Securities and Exchange Commission pursuant California Government Code Section 53601(k).
Federal Reserve System - The central bank of the United States created by Congress and consisting of a seven member-board of governors in Washington, D.C., 12 regional banks and about 5,700 commercial banks are members of the system.
IADB – Inter-American Development Bank, one of the three Washington, D.C. based Supranationals issuers.
IBRD – International Bank for Reconstruction and Development, one of the three Washington, D.C. based Supranationals issuers.
IFC – International Finance Corporation, one of the three Washington, D.C. based Supranationals issuers.
Liquidity - A liquid asset is one that can be converted easily and rapidly to cash without a substantial loss of value.
Local Government Investment Pool - The aggregate of all funds from political subdivisions that are placed in the custody of the State Treasurer for investment and reinvestment. (i.e. Local Agency Investment Fund or LAIF).
Market Value - The price at which a security is trading and could presumably be purchased or sold.
Maturity - The date upon which the principal or stated value of an investment becomes due and payable.
Medium Term Notes – All corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized and operating within the United States or by depository institutions licensed by the United States.
Mortgage-Backed Pass-Through Securities - A securitized participation in the interest and principal cash flows from a specified pool of mortgages. Principal and interest payments made on the mortgages are passed through to the holder of the security.
New Issue - Term used when a security is originally "brought" to the market.
Offering Price - The price asked by a seller of securities. (When you are buying securities, you ask for an offer.) See "Asked" and "Bid".
Portfolio - Collection of securities held by an investor.
Primary Dealer - A group of government securities dealers who submit daily reports of market activity and positions and monthly financial statements to the Federal Reserve DocuSign Envelope ID: F1332B9E-36F6-4C28-B3F3-1C45317BE715 DocuSign Envelope ID: EEF2B185-B29C-4D49-9A04-51AF116BFF0F
City of Corona Investment Policy
Adopted by City Council June 17, 2020
13 Bank of New York and are subject to its informal oversight. Primary dealers include SECregistered securities broker/dealers, banks and a few unregulated firms.
Rate of Return - The yield obtainable on a security based on its purchase price or its current market price. This may be the amortized yield to maturity on a bond or the current income return.
Repurchase Agreement (REPO) - A transaction where the seller (bank) agrees to buy back from the buyer (City) the securities at an agreed upon price after a stated period of time. The buyer in effect lends the seller money for the period of the agreement, and the terms of the agreement are structured to compensate the buyer for this.
Reverse Repurchase Agreement – An agreement to sell securities in return for cash with an agreement to repurchase the securities at an agreed upon price.
Risk - Degree of uncertainty of return on an asset.
Safekeeping - A service to customers rendered by banks, for a fee, whereby securities and valuables of all types and descriptions are held in the bank vaults for protection.
Securities and Exchange Commission (SEC) – An agency created by Congress to protect investors in securities transactions by administering securities legislation.
Supranational – A Supranational is a multi-national organization whereby member states transcend national boundaries or interests to share in the decision making to promote economic development in the member countries.
Treasury Bills - U.S. treasury bills are short-term, direct obligations of the U.S. government issued with original maturities of 13 weeks and 52 weeks in book form only.
Treasury Notes - Intermediate-term Coupon bearing U.S. securities having maturities from one year to ten years.
Yield - The rate of annual income return on an investment, expressed as a percentage.
It is obtained by dividing the current dollar income by the current market price of the security.
Yield to Maturity - The rate of income return on an investment, minus any premium above par or plus any discount from par in purchase price, with the adjustment spread over the period from the date of the purchase to the date of maturity of the bond.
Zero Coupon Bond – A bond on which interest is not payable until maturity (or earlier redemption), but compounds periodically to accumulate to a stated maturity amount.
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City of Corona Investment Policy
Adopted by City Council June 17, 2020
14 Attachment A – Allowable Investments
ALLOWABLE INVESTMENTS*
CITY OF CORONA LIMITS STATE CODE LIMITS
Instrument Diversification Term Quality Diversification Term Quality Bankers
Acceptances
Not to exceed
25% in any one
institution;
Not to exceed
20% of
portfolio
Not to
exceed
180
days
Eligible for
purchase by the
Federal
Reserve System
Not to exceed
30% in any one
institution;
May not
exceed 40% of
portfolio
Not to
exceed
180
days
Eligible for
purchase by
the Federal
Reserve
System
Bonds issued by the
City, including Bonds
payable solely out of
revenue from a
revenue producing
property owned,
controlled or
operated by the City
Not to exceed
25% of the
portfolio for
combined
municipal debt
“A” or better
ranking by
nationally
recognized
rating services
No limit Not to
exceed
5 years
Bonds, Notes or
other evidence of
indebtedness of any
local agency within
California, or state
warrants, or Treasury
Notes or Bonds of
California
Not to exceed
25% of the
portfolio for
combined
municipal debt
“A” or better
ranking by
nationally
recognized
rating services
No limit Not to
exceed
5 years
Bonds, Notes or
other evidence of
indebtedness in any
of the other 49
states, in addition to
California
Not to exceed
25% of the
portfolio for
combined
municipal debt
“A” or better
ranking by
nationally
recognized
rating services
No limit Not to
exceed
5 years
Commercial Paper Not to exceed
25% of
Portfolio;
May not
represent more
than 10% of
issuer’s
outstanding
paper
Not to
exceed
270
days
“A1/P1” rating
for issuer’s
Commercial
Paper; “A2/A” or
higher rating on
long-term debt;
US domiciled
corporations
with assets
greater than
$500 million
Not to exceed
25% of
Portfolio;
May not
represent more
than 10% of
issuer’s
outstanding
paper
Not to
exceed
270
days
Prime quality
with the highest
letter/number
rating and “A”
or higher rating
on the issuer’s
long-term debt;
US domiciled
corporations
with assets
greater than
$500 million
Diversified
Management
Companies, as
defined by Section
53601(l) of the
Government Code**
Not to exceed
10% of
Portfolio
N/A Highest ranking
by not less than
2 of the 3
largest rating
services;
Not to exceed
20% of
Portfolio**;
Not more than
10% of
N/A Highest ranking
by not less than
2 of the 3
largest rating
services;
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City of Corona Investment Policy
Adopted by City Council June 17, 2020
15 ALLOWABLE INVESTMENTS*
CITY OF CORONA LIMITS STATE CODE LIMITS
Instrument Diversification Term Quality Diversification Term Quality Have an SEC
registered
investment
advisor with
more than 5
years of
experience and
assets under
management
greater than
$500 million
Portfolio in one
fund
Have an SEC
registered
investment
advisor with
more than 5
years of
experience and
assets under
management
greater than
$500 million
Money Market
Mutual Funds
registered with the
Securities and
Exchange
Commission under
the Investment
Company Act of
1940**
Not to exceed
20% of
Portfolio
N/A Highest ranking
by not less than
2 of the 3
largest rating
services;
Have an SEC
registered
investment
advisor with
more than 5
years of
experience and
assets under
management
greater than
$500 million
Not to exceed
20% of
Portfolio**;
Not more than
20% of
Portfolio in one
fund
N/A Highest ranking
by not less than
2 of the 3
largest rating
services;
Have an SEC
registered
investment
advisor with
more than 5
years of
experience and
assets under
management
greater than
$500 million
Federal agency or
United States
governmentsponsored enterprise
obligations,
participations, or
other instruments,
including those
issued by or fully
guaranteed as to
principal and interest
by federal agencies
or United States
governmentsponsored
enterprises.
May not
exceed 75% of
Portfolio
Not to
exceed
5 years
No limit Not to
exceed
5 years
Financial Futures
and Financial Option
Contracts
Not authorized Pursuant to
Section 53601
Not to
exceed
5 years
Pursuant to
Section 53601
Medium-Term Notes
issued by
Corporations
Not to exceed
30% of
Portfolio
Not to
exceed
5 years
Rated in a rating
category of “A”
or its equivalent
or better by at
Not to exceed
30% of
Portfolio
Not to
exceed
5 years
“A” or better
ranking by a
nationally
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City of Corona Investment Policy
Adopted by City Council June 17, 2020
16 ALLOWABLE INVESTMENTS*
CITY OF CORONA LIMITS STATE CODE LIMITS
Instrument Diversification Term Quality Diversification Term Quality least one
nationally
recognized
rating service
US domiciled
corporations or
US licensed
depository
recognized
rating service
US domiciled
corporations or
US licensed
depository
Negotiable
Certificates of
Deposit issued by a
Nationally or State
Chartered Bank, a
Federal Association,
or a State Licensed
Branch of a Foreign
Owned Bank
(Insured by Federal
Government)
Not to exceed
20% of
Portfolio
May not
exceed
shareholder’s
equity of
issuing bank or
net worth of
issuing S & L
or Federal
Association
Not to
exceed
3 years
Bank or Savings
& Loans with
“A1/P1” or
better short term
debt rating and
“A2/A” or better
long-term debt
rating
Not to exceed
30% of
Portfolio
May not
exceed
shareholder’s
equity of
issuing bank or
net worth of
issuing S & L or
Federal
Association
Not to
exceed
5 years
Not specified
Non-Government
issued MortgageBacked PassThrough
Securities
Collateralized
Mortgage Obligations
and Asset–Backed
Securities
Total not to
exceed 15% of
investing
agency’s
surplus
Not to
exceed
5 years
Securities are
rated in a rating
category of “AA”
or its equivalent
or better by a
NRSRO
Not to exceed
20% of
investing
agency’s
surplus
Not to
exceed
5 years
Securities are
rated in a rating
category of
“AA” or its
equivalent or
better by a
NRSRO
Repurchase
Agreements
Not to exceed
10% of
Portfolio
Not to
exceed
14 days
Collateral of
102% or greater
with securities
permitted in the
Policy
None Not to
exceed
1 year
Authorized
Collateral of
102% or
greater
Reverse Repurchase
Agreements
Not authorized None Not to
exceed
1 year
Extensive
conditions
listed in Section
53601 (i)
State of California
Local Agency
Investment Fund
(LAIF) or other Local
Government
Investment Pools
established by public
entities
Limit set by
LAIF
N/A Instruments
consistent with
State Code
No requirement N/A
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City of Corona Investment Policy
Adopted by City Council June 17, 2020
17 ALLOWABLE INVESTMENTS*
CITY OF CORONA LIMITS STATE CODE LIMITS
Instrument Diversification Term Quality Diversification Term Quality Supranationals Not to exceed
10% per issuer
Not to
exceed
5 years
“AA” or better
ranking by a
nationally
recognized
rating service
Washington,
D.C. based
issuers: IADB,
IBRD, and IFC
Not to exceed
30% per issuer
Not to
exceed
5 years
“AA” or better
ranking by a
nationally
recognized
rating service
Washington,
D.C. based
issuers: IADB,
IBRD, and IFC
United States
Treasury Notes,
Bonds, Bills, or other
certificates of
indebtedness backed
by the US
Government
No limit Not to
exceed
5 years
No limit Not to
exceed
5 years
Zero Coupon Bonds Not authorized Not specified
* Unless otherwise specified in this policy, no more than 5% of the total portfolio may be invested in securities of any single issuer, other than the US government, its agencies and instrumentalities, money market mutual funds and LAIF.
** Total amount invested in Mutual funds and Money Market Mutual Funds may be no more than 20% of the total portfolio
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City of Corona Investment Policy
Adopted by City Council June 17, 2020
18 Attachment B – Sample Resolution Approving the Investment Policy RESOLUTION NO. 2020-051
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CORONA, CALIFORNIA, APPROVING THE CITY OF
CORONA’S INVESTMENT POLICY
WHEREAS, the City Council of the City of Corona has considered a document entitled “City of Corona’s Investment Policy” which outlines the policy enacted to provide guidelines for the prudent investment of inactive cash for all funds in the investment portfolio as well as guidelines for maximizing the efficiency of the cash management system for the City, the Corona Utility Authority, the Corona Housing Authority, and the Corona Public Financing Authority; and
WHEREAS, the “City of Corona’s Investment Policy” has also been administratively assigned City Administrative Policy No. 01200-602; and WHEREAS, the “City of Corona’s Investment Policy” provides for a creation of a Treasury Committee comprised of the City Treasurer, City Manager, Assistant City Manager and Administrative Services Director; and
WHEREAS, at the direction of the City Treasurer, the City of Corona’s Investment Policy shall be reviewed annually to reflect changes in the California state codes, general market conditions or to provide further clarification of the City’s policy; and WHEREAS, the Administrative Services Director has recommended to the City Council that the “City of Corona’s Investment Policy” be approved and established as the policy of the City, the Corona Utility Authority, the Corona Housing Authority, and the Corona Public Financing Authority and such other entities as may be established for cash management; and WHEREAS, the City Council has determined that the “City of Corona’s Investment Policy” be approved and established as recommended by the Administrative Services Director.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Corona, California that the “City of Corona’s Investment Policy,” as presented to the City Council at the meeting in which this Resolution is adopted, is hereby approved and established as the policy of the City with respect to investments.
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City of Corona Investment Policy
Adopted by City Council June 17, 2020
19 PASSED, APPROVED AND ADOPTED this 17th day of June, 2020. ________________________________
Mayor of the City of Corona, California
ATTEST:
____________________________________________
City Clerk of the City of Corona, California
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City of Corona Investment Policy
Adopted by City Council June 17, 2020
20 CERTIFICATION
I, Sylvia Edwards, City Clerk of the City of Corona, California, do hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of Corona, California, at a regular meeting thereof held on the 17th day of June, 2020, by the following vote of the Council:
AYES:
NOES:
ABSENT:
ABSTAINED:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Corona, California this 17th day of June, 2020.
City Clerk of the City of Corona, California
(SEAL)
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ORANGE\DDERLETH\55190.2
FIRST AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF CORONA
AND
CHANDLER ASSET MANAGEMENT, INC.
(PROFESSIONAL INVESTMENT ADVISORY SERVICE – RFP 21-049SB)
1. PARTIES AND DATE.
This First Amendment to the Professional Services Agreement (“First Amendment”) is made and entered into this 10th day of September, 2024 by and between the City of Corona (“City”) and Chandler Asset Management, Inc., a California corporation (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this First Amendment.
2. RECITALS.
2.1 Agreement. City and Consultant entered into that certain Professional Services Agreement dated April 7, 2021 (“Agreement”), whereby Consultant agreed to provide professional investment advisory services.
2.2 Amendment. City and Consultant desire to amend the Agreement for the first time to (1) exercise the first option to extend the Term of the Agreement through June 30, 2025 including the two optional renewal years; (2) amend the Rate and Total Compensation by $843,000 to $1,522,500; (3) to replace Exhibit “B” (Schedule of Services) with Exhibit “B-1” (Schedule of Services), and (4) to replace Exhibit “C” (Compensation) with Exhibit “C-1” (Compensation).
3. TERMS.
3.1 Term. Section 3.1.2 (Term) of the Agreement, hereby deleted in its entirety and replaced with the following:
“3.1.2 Term. The term of this Agreement shall be from May 1, 2021 to June 30, 2025 (“Term”), unless earlier terminated as provided herein. Consultant shall complete the Services within the Term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the Term of this Agreement one or more times by executing a written amendment pursuant to section 3.6.9 below (each a “Renewal Term”). The terms “Term” and “Renewal Term” may sometimes be generally and collectively referred to as “Term” in this Agreement.”
3.2 Rates & Total Compensation. Section 3.3.1 (Rates & Total Compensation) of the Agreement, are hereby deleted in their entirety and replaced with the following:
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“3.3.1 Rates & Total Compensation. Contractor shall receive compensation, including authorized reimbursement, for all Services rendered under this agreement at the rates set forth in Exhibit “C-1” attached hereto and incorporated herein by reference. The total compensation, including authorized reimbursements, shall not exceed One Million Five Hundred Twenty-Two Thousand and Five Hundred Dollars ($1,522,500.00) (“Total Compensation”) without written approval of the City’s Representative. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.”
3.3 Exhibit “B-1”. Exhibit “B” (Scope pf Services) of the Agreement is hereby deleted in its entirety and replaced with Exhibit “B-1” (Scope pf Services) attached hereto and incorporated herein by reference.
3.4 Continuing Effect of Agreement. Except as amended by this First Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect.
From and after the date of this First Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this First Amendment.
3.5 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this First Amendment.
3.6 Counterparts. This First Amendment may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
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CITY’S SIGNATURE PAGE FOR
CITY OF CORONA
FIRST AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
WITH CHANDLER ASSET MANAGEMENT, INC.
(PROFESSIONAL INVESTMENT ADVISORY SERVICE – RFP 21-049SB) IN WITNESS WHEREOF, the Parties have entered into this First Amendment to Professional Services Agreement as of the date noted on the first page of the Amendment.
CITY OF CORONA
By: _________________________
Kim Sitton
Finance Director
Reviewed By: _________________________
Christine Thompson
Accounting Manager
Reviewed By: _________________________
Yasmin Lopez
Purchasing Manager
Attest By: _________________________
Sylvia Edwards, City of Corona, CA
City Clerk
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CONSULTANT’S SIGNATURE PAGE FOR
CITY OF CORONA
FIRST AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
WITH CHANDLER ASSET MANAGEMENT, INC.
(PROFESSIONAL INVESTMENT ADVISORY SERVICE – RFP 21-049SB) IN WITNESS WHEREOF, the Parties have entered into this First Amendment to Professional Services Agreement as of the date noted on the first page of the Amendment.
CHANDLER ASSET MANAGEMENT, INC.
a California corporation
By: _________________________
Martin Cassell
CEO
By: _________________________
Nicole Dragoo
COO/CCO/Secretary
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EXHIBIT "B-1"
SCOPE OF SERVICES
Consultant shall perform the Services within the Term of this Agreement, in accordance with the Schedule of Services set forth in herein.
The following schedule below details the plan the Consultant will follow to transition the City’s investment program into the Consultant’s care.
The City retains the right to exercise option year renewals at its sole discretion.
Option 1: one-year, if exercised, shall be effective July 1, 2025 through June 30, 2026.
Option 2: one-year, if exercised, shall be effective July 1, 2026 through June 30, 2027.
Actual option year pricing shall be negotiated with the Consultant prior to exercising of any given option year. The City’s fiscal year runs from July 1 to June 30 including Option years shall become effective only upon issuance by the City of a duly authorized Purchase Order each fiscal year.
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EXHIBIT "C-1"
COMPENSATION
Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth herein.
Operating Funds Investment Portfolio - 1-5 Year Fixed Income Strategy Fixed Annual Fee Schedule
Contract Year Fixed Annual Fee
Year 1 Fiscal Year 2024-25 $172,000.00 ($14,333 per month) Year 2 Fiscal Year 2025-26 $196,000.00 ($16,333 per month) Year 3 Fiscal Year 2026-27 $220,000.00 ($18,333 per month) Section 115 Trust:
The Consultant will pay all costs associated with the establishment of the City’s single-employer trust, as well as the opinion letter that it is lawful for a 115 Trust to hold assets for OPEB liabilities and pension stabilization funds. The cost to the City of Corona will be zero dollars.
Section 115 Pension Trust - Multi-Asset Class Strategy Proposed Fee Schedule
Contract Year Fixed Annual Fee
Year 1 Fiscal Year 2024-25 $83,000.00 ($6,917.00 per month) Year 2 Fiscal Year 2025-26 $85,000.00 ($7,083.00 per month) Year 3 Fiscal Year 2026-27 $87,000.00 ($7,250.00 per month) Fees are charged monthly in arrears and can be debited directly from the City’s third-party custody account. Fees are firm for the entire three (3) year contract term so long as the Trust’s assets remain under sixty million dollars ($60,000,000). During the initial three-year term, if the market value of the assets under the Consultant’s management exceeds sixty million dollars ($60,000,000) for three consecutive months, the Consultant and the City will negotiate a new fee schedule reflective of the current assets under management. Fees for the two (2) optional oneyear renewal periods will be negotiated prior to the City’s exercising said options as indicated in Exhibit B.
Typically, the Consultant’s fees are based on assets under management. Because the City has requested a flat annual fee and due to the uncertainty around when the Trust will fund, the Consultant will not bill any fees for the Section 115 Pension Trust until the assets have funded at the custodian bank.
The fees expressed above are inclusive of the fees The Wagner Law Group will charge to create the Trust and provide the requisite Opinion Letter. The annual fees referenced above do not include any future legal services required by the City subsequent to Trust creation. The City will Docusign Envelope ID: AD7F9A1A-14EF-4D68-A439-868F67E67220 Docusign Envelope ID: F3C02BAE-D4CD-4299-BB19-65472F0C0C3A
7 (BB&K: 9-10)
ORANGE\DDERLETH\55190.2
be responsible for paying the attorney’s hourly rates which range from $450-$550/hour for any future legal services required after the Trust is created.
The Consultant’s fee is separate from and does not include brokerage commissions, dealer spreads and other costs associated with the purchase or sale of securities, Custodian fees, interest, taxes, and other Account expenses. These expenses will be the responsibility of the City.
The Consultant receives no indirect compensation from any entity other than the City as a result of its services to City.
The Trust anticipates using low-cost index and exchange-traded funds (ETFs) as investments.
All fees paid to the Consultant for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and ETFs to their shareholders. Each vehicle will have an associated expense ratio which generally includes a management fee, other fund expenses, 12b-1 fees and possible distribution or redemption fees. The fees and expenses charged by mutual funds and ETFs are described in each fund’s prospectus and are included in the daily Net Asset Value calculation (NAV) of the fund and because they are embedded in the performance of the fund, they are not charged directly to the City.
The Consultant anticipates the expense ratio for the portfolio will equal a weighted average expense of 10 basis points (0.10%) per year. Please note that fund returns are provided net of this cost.
ADDITIONAL SERVICES
Consultant’s proposed fees are inclusive of all the services the City requests for full investment program management as described in our proposal. Additional services related to investment advisory and portfolio management that are outside the scope of this Request for Proposal are to be determined and will be billed hourly as follows:
Additional Services Fee(s) (per hour)
Senior Portfolio Manager/Strategist $450.00
Portfolio Manager/Analyst $350.00
Senior Relationship Manager $225.00
Operations Specialist/Client Service Manager $175.00
Clerical/Data Entry $125.00
Summary of Rates & Total Compensation Section 3.3.1 above Operating Funds Investment Portfolio $588,000
Section 115 Pension Trust $255,000
Total for Fiscal Year 2025, 2026 & 2027 $843,000
Total Compensation for Fiscal Year 2021 (2 months only) 2022,2023 &2024: $679,500 Docusign Envelope ID: AD7F9A1A-14EF-4D68-A439-868F67E67220 Docusign Envelope ID: F3C02BAE-D4CD-4299-BB19-65472F0C0C3A
DATE: 10/16/2024
TO: Honorable Mayor and City Council Members
FROM: Community Services Department
REQUEST FOR CITY COUNCIL ACTION
SUBJECT:
APPROVE AND AUTHORIZE THE EXECUTION OF THE REVISED ATHLETIC FACILITY
ALLOCATION POLICY
EXECUTIVE SUMMARY:
This staff report asks the City Council to approve and authorize the execution of the revised Athletic Facility Allocation Policy. Approval of this action will enable Community Services to offer a fair and equitable process for allocating sports fields, sports courts and other athletic facilities.
RECOMMENDED ACTION:
That the City Council:
a. Approve and authorize the execution of the Athletic Facility Allocation Policy b. Authorize the City Manager, or his designee, to execute the policy with an implementation date of January 1, 2025
BACKGROUND & HISTORY:
The City of Corona implemented its existing Athletic Facility Allocation Policy on March 14, 2011, to enhance the overall customer experience for users of our recreational facilities. This policy was designed to clearly define user group classifications, ensuring
that various organizations and individuals can easily understand their eligibility and requirements for field usage. The existing policy served its purpose well; however, with the addition of more teams and the increased diversity of sports, it is now necessary to update the policy to better reflect our current demand.
The revised policy outlines a streamlined application process, making it more efficient for user groups to request access to our outdoor sports fields. The revised policy establishes a transparent allocation procedure that prioritizes fair access and maximizes the use of City facilities. Furthermore, the revised policy includes comprehensive rules and regulations governing field usage, which help maintain the quality of our sports fields and ensures a safe and enjoyable experience for all participants.
Currently, the City allocates fields to several sports leagues, including soccer, football, baseball, and softball. These groups represent a diverse array of sports organizations and recreational leagues, allowing us to serve a wide range of activities and skill levels. Our commitment to supporting various sports fosters community engagement and promotes healthy lifestyles among residents of all ages.
ANALYSIS:
Implementing an athletic field allocation policy offers a wide array of benefits that are essential for effectively managing our community’s recreational resources. The existing policy is outdated and fails to meet the dynamic and evolving needs of our community's athletes and sports organizations. Since the policy was first established, there has been a significant expansion in the levels of athletic play, resulting in a higher demand for fields and organizations competing for additional field space.
The existing policy lacks clarity regarding the priority usage of athletic fields and posing challenges in establishing fair standards for field allocations. This can lead to confusion among user groups, making it difficult to accommodate the diverse needs of various organizations throughout the community. As the number of groups seeking facility usage grows, it has become increasingly challenging to fulfill the allocation requests of different sports leagues.
The revised policy addresses six substantive areas: classification and prioritization of groups, the allocation process, facility use permits, athletic field rules, maintenance and upkeep, and violations and disciplines. A key feature of the policy is establishment of firm deadlines for submitting allocation requests, which will streamline the application process and improve the turnaround time for issuing permits to organizations. Facilities will be allocated based on participant counts and needs, ensuring that fields are distributed according to actual demand and encouraging responsible usage of athletic spaces. This approach enhances fairness in the allocation process but also optimizes the use of City facilities.
.
Proposed revisions to the Field Allocation Policy were discussed at the Parks and Recreation Commission on September 17, 2024 and the City Council meeting held on September 26, 2024.
FINANCIAL IMPACT:
There is no financial impact associated with the recommended action.
ENVIRONMENTAL ANALYSIS:
This action is exempt pursuant to Section 15061(b)(3) of the Guidelines for the California Environmental Quality Act (CEQA), which states that a project is exempt from CEQA if the activity is covered by the commonsense exemption that CEQA applies only to projects that have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. This action is to approve a revised Athletic Facility Allocation Policy, and there is no possibility that this project will have a significant effect on the environment. Therefore, no environmental analysis is required.
PREPARED BY: SARAH ARCE, MANAGEMENT ANALYST I & MOSES CORTEZ,
FACILITIES, PARKS, AND TRAILS MANAGER
REVIEWED BY: DONNA FINCH, COMMUNITY SERVICES DIRECTOR
ATTACHMENTS:
1. Exhibit 1 – Updated Athletic Field Allocation Policy
Administrative Policy
ARTICLE I - PURPOSE
Section 1.1 General Purpose
The purpose of this policy is to:
Ensure that athletic facilities are prioritized for recreational functions that meet the needs of the community.
Establish a fair and consistent process for allocating sports fields, sports courts, and other athletic facilities owned and operated by the City of Corona to community-based youth sports organizations.
Set clear policies, rules, and regulations for field use by community-based youth sports organizations.
Due to the limited number of available athletic facilities, the Community Services Department has established criteria for field and sports court usage and will monitor proper use of facilities. The City may charge fees in accordance with the Master Fee Recovery Schedule to recover public costs to operate, maintain, repair, improve, supervise, and administer the use of athletic facilities.
ARTICLE II – DEFINITIONS
Section 2.1 Definitions
Title: Athletic Facility Allocation Policy
Administered By: Community Services Department
Policy No. Issue
Date
Revision
Date
Department Head
Approved
City Manager
Approved
06400.004 03/11/2011 09/26/2024
Administrative Policy 06400.004 (9/26/2024)
Athletic Facility Allocation Policy
Administered by Community Services
Athletic Facility. Any field, sports court, or other sports facility owned and operated by the City of Corona.
Director. City of Corona Community Services Director or designee. Department. City of Corona Community Services Department. Organization. Organizations shall include those groups and individuals identified in Section 3 and which comply with the requirements of this Policy. Participant. Participants shall include only those players or users who are registered with the user organization not including coaches, officials, leaders, volunteers, or staff.
Resident. Those who reside within the Corona city limits. This excludes those who reside in unincorporated county areas (even if they share a US Postal Service zip code).
Resident Percentage. Percentage of resident participants in a group is calculated by dividing the total number of resident participants by the total number of participants in the organization. It is the responsibility of the organization to verify participant residency.
Resident Teams. Teams where the resident participant rate is 65 percent or higher. Season. For the purpose of this policy, the most commonly utilized sports seasons are established as follows:
SPORT PRIMARY SEASON SECONDARY SEASON
Football Fall/Winter Spring/Summer
Soccer Fall/Winter Spring/Summer
Baseball Spring/Summer Fall/Winter
Softball Spring/Summer Fall/Winter
Youth. School‐aged individuals and participants up to 19 years of age.
ARTICLE III – GROUP PRIORITY CLASSIFICATION
Section 3.1 Group Priority Classification
Based on the content of the application, athletic facilities will be allocated in the order of priority below. An organization may have teams that fall within multiple categories of use
Administrative Policy 06400.004 (9/26/2024)
Athletic Facility Allocation Policy
Administered by Community Services
and must identify all categories of use in their application. Group classification will determine rates for use:
A. Group I – City of Corona & Other Government Use. Activities conducted or sponsored by the City of Corona, including Co-Sponsorship events, Corona‐Norco Unified School District, or other approved governmental agencies. Non‐City groups are required to pay the City for any direct costs incurred.
B. Group 2 – Resident Recreational Non-Profit Groups. Non‐profit 501(c)(3) youth sports organizations with a minimum of 65% resident participation that assign participants so teams are of equal playing experience and talent rather than grouping teams based on talent level. Organizations must be recreational in nature and have an “everyone plays, no child is turned away” philosophy, and require each participant play for a significant portion of each game. Organization board/league officials, coaches, or trainers may not receive any form of compensation. “Primary season” activities will have priority over “secondary season” activities.
C. Group 3 – Resident Competitive, Travel, and Elite Sports Groups. Non‐profit 501(c)(3) youth sports organizations with a minimum of 65% resident participation that offers above recreation level play and assigns participants to teams based on talent/play ability. Corona‐based schools not part of the Corona‐Norco Unified School District maintaining the same 65% residency requirement. “Primary season” activities will have priority over “secondary season” activities.
D. Group 4 – Resident Private & For-Profit Groups. Corona residents and for-profit resident groups using a facility for short‐term or one‐time use. Applicants may follow the City’s standard facility rental process.
E. Group 5 – Non-Resident Use. Non‐resident individuals or groups. Applicants may follow the City’s standard facility rental process.
Section 3.2 Proof of Residency
A. All resident organizations are required to provide proof of residency. Each organization must submit a roster containing the organization’s name, team name, division, team adult contact information, and each participant’s name, address and phone number. The Residency Verification Agreement must be attached to the applicable team roster and provided to the City at the time the application is submitted.
B. The City reserves the right to periodically audit all league rosters to ensure that all data is reported correctly and within the definition of residency. If questions arise, staff may request proof of residency.
Administrative Policy 06400.004 (9/26/2024)
Athletic Facility Allocation Policy
Administered by Community Services
C. For organizations classified as Group 2 and Group 3, the City shall determine facility allocation based on the total number of resident teams (as defined in Section 2.1) per organization as a percentage of the total number of resident teams of all organizations requesting like facilities for the same season. Historical numbers from the prior two like seasons may be used to determine the request.
First time users and users requesting additional allocations must be prepared to justify their request with supporting numbers.
Example (Softball/Baseball Fields):
Organization A 600 participants 600 ÷ 12 = 50 resident teams Organization B 360 participants 360 ÷ 12 = 30 resident teams Organization C 240 participants 240 ÷ 12 = 20 resident teams Total Resident Teams 100 resident teams
Organization A’s allocation 50 ÷ 100 = 50% of available fields Organization B’s allocation 30 ÷ 100 = 30% of available fields Organization C’s allocation 20 ÷ 100 = 20% of available fields Note: Assumes 12 players per team.
ARTICLE IV – ALLOCATION PROCESS
Section 4.1 Athletic Facility Application Process
A. Requests for use of athletic facilities are made through the Community Services Department. Athletic facilities will be allocated to qualifying organizations two times per year: Fall/Winter (July through December) and Spring/Summer (January through June) based on group priority classification identified in Section 3.1.
B. All organizations, including those requesting recurrent facility allocations, must submit the following documents to the Department no later than December 15 for Spring/Summer use and June 15 for Fall/Winter use. Failure to submit requested information by the deadline will result in forfeit of the groups priority level and the organization will be subject to allocation of surplus athletic facilities that remain available at the conclusion of the allocation process.
i. League Application Cover Page. Applications must identify a primary and secondary contact to serve as liaisons to the City. All communications between the City and the organization related to the facility allocations or associated usage must be made via these contacts.
ii. Athletic City Facility Use Application. Application must be signed by two members of the organization’s board of directors. One signatory must be the board president. Applications must specify the location, field, dates and times for the facilities requested.
Administrative Policy 06400.004 (9/26/2024)
Athletic Facility Allocation Policy
Administered by Community Services
iii. Participant Verification Agreement. Agreement must include the exact participation count, including those on a wait list, and the total number of Corona resident participants.
iv. Team Roster. Complete participant rosters with the total number of participants and total number of resident participants. If final rosters are not available by the deadline, user groups must submit the most recent applicable roster and schedule. Allocations will be based on the total participant count identified at the time of application. Final rosters for the season to be played during the allocation period must be submitted at least two weeks prior the commencement of the season.
v. Board Roster. Complete list of names, address, and telephone numbers of the current board of directors and/or designated officials. vi. Background Check. All leagues must verify compliance with any state or federal laws pertaining to background checks for adults working directly with minors.
vii. Proof of Non‐Profit Status. Up to date 501(c)(3) designation from the I.R.S. or nonprofit designation from the California Franchise Tax Board and/or the California Secretary of State. The Organization must maintain current non‐ profit 501(c)(3) status for the duration of the allocated field use permit.
Organization’s official business address must be in the City of Corona viii. Master Calendar of Events. A calendar or listing of all planned activities and events taking place under the banner of the agency such as season dates, practice schedules, game schedules, opening/closing days, tournaments, and special activities. This includes all activities that directly impact facility use and/or surrounding neighborhood.
ix. Insurance Requirements. The City requires any group applying for the use of City facilities to have a minimum of $1 million Comprehensive Liability Insurance. The certificate of insurance must list the City of Corona and the Corona Community Services Department as Certificate holders and as an additionally insured. Additionally, the cancellation paragraph clause must state the following: “Should any of the above-described policies be cancelled before the expiration date thereof, the issuing company will mail a cancellation notice within 30 days of the cancellation to the named certificate holder.” The certificate, an original (no copies), must be filed with the City prior to usage of any fields or facilities.
x. Acceptance of Field Condition. The user group accepts the facilities applied for in an “AS IS” condition. In consideration of the use of the facility, the user agrees to indemnify, defend and hold harmless the City of Corona, Corona