Attachment B
pursuant to step 3.b. or 3.c., or (ii) the Assigned Special Tax as identified in Table 1 or Table 2 in Section C for a Land Use Class that was not revised as determined pursuant to step 3.a.; as well as either (i) the revised Backup Special Tax as calculated pursuant to step 4, or (ii) the Backup Special Tax as identified in in Section C.1.(b) that was not revised as determined pursuant to step 4.
6. If the Issuance Date of the first series of CFD No. 2022-3 Bonds is within 120 days of the date of receipt of the Price Point Study by the CFD Administrator, CFD No. 2022-3 shall execute the acknowledgement on such Certificate of Reduction in Special Taxes, dated as of the closing date of such Bonds, and upon the closing of such first series of Bonds, the Assigned Special Tax for each Land Use Class and the Backup Special Tax shall be, for all purposes, as set forth in such Certificate of Reduction in Special Taxes. If the Issuance Date of the first series of Bonds is not within 120 days of the date of receipt of the Price Point Study by the CFD Administrator, such Certificate of Reduction in Special Taxes shall not be acknowledged by CFD No. 2022-3 and shall, as of such date, be void and of no further force and effect. In such case, if subsequently a first series of CFD No. 2022-3 Bonds is expected to be issued, at least 30 days prior to the expected Issuance Date of such first series of CFD No. 2022-3 Bonds, the CFD Administrator shall cause a new Price Point Study to be delivered to the CFD Administrator and, following such delivery, steps 2 through 5 of this section shall be performed based on such new Price Point Study.
7. As soon as practicable after the execution by CFD No. 2022-3 of the acknowledgement on the Certificate of Reduction in Special Taxes, CFD No. 2022-3 shall cause to be recorded in the records of the County Recorder an Amended Notice of Special Tax Lien for CFD No. 2022-3 reflecting the Assigned Special Taxes and the Backup Special Tax set forth in such Certificate of Reduction in Special Taxes.
8. If the Assigned Special Tax is not required to be changed for any Land Use Class based on the calculations performed under step 3 above, there shall be no reduction in the Maximum Special Tax, and no Certificate of Reduction in Special Taxes shall be required.
However, the CFD Administrator shall prepare and deliver to CFD No. 2022-3 a Certificate of No Reduction in Special Taxes substantially in the form of Attachment B hereto dated as of the closing date of the first series of Bonds that states that the calculations required pursuant to this Section J have been made and that no changes to the Maximum Special Tax are necessary.
CFD No. 2022-3 and the CFD Administrator shall take no further actions under this Section J upon the earlier to occur of the following: (i) the execution of the acknowledgement by CFD No. 2022-3 on a Certificate of Reduction in Special Taxes pursuant to step 6; or (ii) the delivery by the CFD Administrator of a Certificate of No Reduction in Special Taxes pursuant to step 8.
K. TERM
The Special Tax shall be levied and collected as needed to fund the Annual Special Tax Requirement for up to 60 years from the initial levy of the Special Tax. In any event no Special Tax shall be levied for CFD. No. 2022-3 after the 2083/84 Fiscal Year.
Resolution No. CC 2024-023
March 20, 2024
Attachment B
ATTACHMENT A
CERTIFICATE OF REDUCTION IN SPECIAL TAXES
COMMUNITY FACILITIES DISTRICT NO. 2022-3
1. Pursuant to Section J of the Rate and Method of Apportionment of Special Taxes attached to the Notice of Special Tax Lien recorded in the Official Records of the County of Los Angeles as Document No. on the day of , 20__, the CFD Administrator hereby reduces the Maximum Special Tax for Developed Property for [certain or all] Land Use Classes within CFD No. 2022-3.
2. The calculations made pursuant to Section J were based upon a Price Point Study that was received by the CFD Administrator on _________________. 3 . Table A-1 and A-2 below shows the Assigned Special Tax for each Land Use Class after such reduction:
Table A-1
Reduced Assigned Special Taxes for Developed Property
Fiscal Year _____________
Land
Use
Class Description Building Square Feet Lot Square Feet
Assigned
Special Tax
1-A Single Family Attached Property >= 1,900 BSF N/A $____ per unit 2-A Single Family Attached Property < 1,900 BSF N/A $____ per unit 1-B Single Family Detached Property >= 2,600 BSF <= 5,999 LSF $____ per unit 2-B Single Family Detached Property =2,300 - < 2,600 BSF <= 5,999 LSF $____ per unit 3-B Single Family Detached Property < 2,300 BSF <= 5,999 LSF $____ per unit 1-C Single Family Detached Property >= 3,300 BSF > 5,999 - = 6,999 LSF $____ per unit 2-C Single Family Detached Property =3,000 - < 3,300 BSF > 5,999 - = 6,999 LSF $____ per unit 3-C Single Family Detached Property < 3,000 BSF > 5,999 - = 6,999 LSF $____ per unit 1-D Single Family Detached Property >= 3,300 BSF > 6,999 LSF $____ per unit 2-D Single Family Detached Property < 3,300 BSF > 6,999 LSF $____ per unit 1-E Accessory Dwelling Unit N/A N/A See Below
2-E Non-Residential Property N/A N/A $____ per Acre
Resolution No. CC 2024-023
March 20, 2024
Attachment B
The Assigned Special Tax for an Accessory Dwelling Unit shall be calculated as a percentage of the Assigned Special Tax for the primary Unit the ADU is accessory to, based on Building Square Footage. For example, if a primary Unit in Land Use Class 1-A of 2,000 BSF has an ADU of 800 BSF, the Assigned Special Tax for the ADU shall be calculated by the following steps:
a. 800 BSF / 2,000 BSF = 0.40 or 40%
b. $______Assigned Special Tax per Unit x 40% = $________ Assigned Special Tax for such ADU
Table A-2
Reduced Assigned Special Taxes for Developed Property
Fiscal Year _____________
Land
Use
Class
Description
Building Square Feet Lot Square Feet
Assigned
Special Tax
1-A Single Family Attached Property >= 1,900 BSF N/A $____ per unit 2-A Single Family Attached Property < 1,900 BSF N/A $____ per unit 1-B Single Family Detached Property >= 2,600 BSF <= 5,999 LSF $____ per unit 2-B Single Family Detached Property =2,300 - < 2,600 BSF <= 5,999 LSF $____ per unit 3-B Single Family Detached Property < 2,300 BSF <= 5,999 LSF $____ per unit 1-C Single Family Detached Property >= 3,300 BSF > 5,999 - = 6,999 LSF $____ per unit 2-C Single Family Detached Property =3,000 - < 3,300 BSF > 5,999 - = 6,999 LSF $____ per unit 3-C Single Family Detached Property < 3,000 BSF > 5,999 - = 6,999 LSF $____ per unit 1-D Single Family Detached Property >= 3,300 BSF > 6,999 LSF $____ per unit 2-D Single Family Detached Property < 3,300 BSF > 6,999 LSF $____ per unit 1-E Accessory Dwelling Unit N/A N/A See Below
2-E Non-Residential Property N/A N/A $____ per Acre
The Assigned Special Tax for an Accessory Dwelling Unit shall be calculated as a percentage of the Assigned Special Tax for the primary Unit the ADU is accessory to, based on Building Square Footage. For example, if a primary Unit in Land Use Class 1-A of 2,000 BSF has an ADU of 800 BSF, the Assigned Special Tax for the ADU shall be calculated by the following steps:
a. 800 BSF / 2,000 BSF = 0.40 or 40%
b. $_______ Assigned Special Tax per Unit x 40% = $________ Assigned Special Tax for such ADU
Resolution No. CC 2024-023
March 20, 2024
Attachment B
4. The Backup Special Tax for each Assessor’s Parcel of Developed Property in CFD No. 2022- 3 shall be equal to $______ after such reduction.
5. The Maximum Special Tax for each Assessor’s Parcel of Final Map Property and Undeveloped Property in CFD No. 2022-3 shall be $ per Acre.
6. Upon execution of the certificate by the City, the CFD Administrator shall cause an amended notice of special tax lien for CFD No. 2022-3 to be recorded reflecting the modifications set forth herein.
7. By execution hereof, the undersigned acknowledges, on behalf of the City and CFD No. 2022-3, receipt of this certificate and modification of the Rate and Method of Apportionment of Special Taxes as set forth in this certificate.
Submitted
CFD ADMINISTRATOR
By: Date:
Community Facilities District No. 2022-3 of the City of Palmdale By: Date as of:
[closing date of Bonds]
Resolution No. CC 2024-023
March 20, 2024
Attachment B
ATTACHMENT B
CERTIFICATE OF NO REDUCTION IN SPECIAL TAXES
COMMUNITY FACILITIES DISTRICT NO. 2022-3
1. All calculations required pursuant to Section J of the Rate and Method of Apportionment have been made based upon a Price Point Study that was received by the CFD Administrator on _________________.
2. Total Effective Tax Rate for all Plan Types in all Land Use Classes in all Zones is less than or equal to 2.00%.
3. The Maximum Special Tax for Developed Property within CFD No. 2022-3, including the Assigned Special Taxes set forth in Sections C.1.(a) and the Backup Special Tax set forth in Section C.1.(b) of the Rate and Method of Apportionment, shall remain in effect and not be reduced.
Submitted
CFD ADMINISTRATOR
By: Date as of:
[closing date of Bonds]
Resolution No. CC 2024-023
March 20, 2024
Attachment B
EXHIBIT C
PROPERTY OWNER AND ASSESSOR’S PARCEL NUMBERS AS OF RECORDING
OF ORIGINAL NOTICE OF SPECIAL TAX LIEN, AND AS OF DATE OF ALTERATION
OF THE RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES FOR CITY OF PALMDALE COMMUNITY FACILITIES DISTRICT NO. 2022-3 (RITTER RANCH PHASE 1 PUBLIC FACILITIES)
Names of Property Owner
Los Angeles County
Assessor’s Parcel Nos.
RdR Development Holdings, LLC
1717 Main Street, Suite 3900
Dallas, Texas 75201
3206-020-017
3206-026-005
3206-026-007
3206-027-002
3206-027-004
3206-027-005
3206-027-006
3206-027-007
3206-027-008
3206-027-009
3206-027-010
3206-027-012
CITY OF PALMDALE
COUNTY OF LOS ANGELES, CALIFORNIA
RESOLUTION NO. CC 2024-028
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALMDALE
AUTHORIZING THE EXECUTION OF AGREEMENTS RELATING TO THE
ISSUANCE OF SPECIAL TAX BONDS FOR THE CITY OF PALMDALE
COMMUNITY FACILITIES DISTRICT NO. 2022-3 (RITTER RANCH
PHASE 1 PUBLIC FACILITIES)
WHEREAS, the City Council of the City of Palmdale (the “City”) has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), to form the City of Palmdale Community Facilities District No. 2022-3 (Ritter Ranch Phase 1 Public Facilities) (the “District”), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes to finance public facilities authorized to be funded by the District (the “Facilities”); and WHEREAS, the City now desires to engage consultants needed to assist the City in the production of the documents needed for the issuance of a series of special tax bonds for the District (the “2024 Bonds”) to provide financing for the Facilities; and WHEREAS, there have been submitted to this City Council agreements for legal and municipal advisor services related to the issuance of the 2024 Bonds and the use of the proceeds of the 2024 Bonds to finance the Facilities, and this City Council now desires to approve the execution of the agreements, so that documents can be submitted to the City Council at a later Council meeting providing for the issuance of the 2024 Bonds.
NOW THEREFORE, BE IT RESOLVED, THE CITY COUNCIL OF THE CITY OF PALMDALE DOES HEREBY FIND, DETERMINE, RESOLVE AND ORDER AS FOLLOWS:
SECTION 1. Engagement of Consultants. The firm of Harrell & Company Advisors, LLC is hereby designated as Municipal Advisor for the 2024 Bonds, the firm of Quint & Thimmig LLP is hereby designated as initial Bond Counsel and Disclosure Counsel for the 2024 Bonds, and the firm of Best Best & Krieger LLP is hereby designated as successor Bond Counsel and Disclosure Counsel for the 2024 Bonds. The City Manager is hereby authorized and directed to execute an agreement no. A-8589 with Harrell & Company Advisors, LLC, an agreement no. A-8588 with Quint & Thimmig LLP and an agreement no. A-8765 with Best Best & Krieger LLP for their services in connection with the 2024 Bonds, in the respective forms on file with the City Clerk.
SECTION 2. No Obligation to Issue the 2024 Bonds. Adopting this Resolution shall not obligate the City to issue the 2024 Bonds. The issuance of the 2024 Bonds shall be subject to the adoption by the City Council of a resolution authorizing the issuance of the 2024 Bonds at a later City Council meeting.
Resolution No. CC 2024-028
March 20, 2024
SECTION 3. This Resolution shall take effect upon its adoption.
PASSED, APPROVED and ADOPTED this 20th day of March, 2024.
Austin Bishop,
Mayor
Approved as to form:
William P. Curley III,
City Attorney
ATTEST:
Rochelle Scott,
Acting City Clerk
Resolution No. CC 2024-028
March 20, 2024
I, Rochelle Scott, Acting City Clerk of Palmdale, California, do hereby certify that the foregoing Resolution No. CC 2024-028 was duly passed, approved, and adopted by the City Council of the City of Palmdale at a regular meeting of said Council held on the 20th day of March, 2024 by the following roll call vote:
AYES:
NOES:
ABSTAIN: ABSENT:
Date:
Rochelle Scott, Acting City Clerk
16007.52:J19255
AGREEMENT FOR LEGAL SERVICES
(A-8588)
BY AND BETWEEN THE
CITY OF PALMDALE
AND QUINT & THIMMIG LLP, FOR LEGAL SERVICES IN
CONNECTION WITH COMMUNITY FACILITIES DISTRICT
BOND PROCEEDINGS – CFD 2022-3
THIS AGREEMENT FOR LEGAL SERVICES (A-8588) is entered into this 20th day of March, 2024, by and between the CITY OF PALMDALE, CA LIFORNIA (the “City”) and QUINT & THIMMIG LLP, Larkspur, California (“Attorneys”).
RECITALS:
WHEREAS, the City Council has formed the City of Palmdale Community Facilities District No. 2022-3 (Ritter Ranch Phase 1 Public Facilities) (the “District”) pursua nt to the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”) to finance public facilities eligible to be financed by the District; and
WHEREAS, the City is considering the issuance of bonds (the “Bonds”) by the City for the District under the provisions of the Act; and
WHEREAS, in connection with the issuance of the Bonds the City requires the advice and assistance of bond counsel and disclosure counsel; and
WHEREAS, given the familiarity of Attorneys with the Ritter Ranch project, including Attorneys acting as formation counsel to the City for the formation of the District, the City desires to engage Attorneys as initial bond counsel an d disclosure counsel for the Bonds, recognizing that Attorneys will dissolve as a firm on March 31, 2024, and so another law firm will be needed to complete the services needed from bond coun sel and disclosure counsel for the issuance of the Bonds.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:
Section 1. Duties of Attorneys. (a)
Bond Counsel Services. Attorneys, in their role as initial Bond Counsel, shall do, carry out and perform all of the following services as are necessary for the issuance of the Bonds:
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Quint & Thimmig LLP
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(i) Provide legal advice to the City with respect to the issuance of the Bonds and, in connection therewith, consult and cooper ate with the City Manager and the City’s Director of Operations, the City Attorney, and all other officers and employees of the City, and also cooperate with the underwriter, muni cipal advisor, special tax consultant and other professional firms engaged by the City in the formulation of a coordinated financial and legal financing from the proceeds of the Bonds; and
(ii) Preparation of drafts of the legal proceedings deemed necessary or advisable by Attorneys for the authorization, issuan ce and delivery of the Bonds, including preparation of (A) documentation required fo r the issuance of the Bonds by the City, including a fiscal agent agreement and a resolution authorizing the issuance of the Bonds, and documentation required to be executed by the City in connection with the delivery of the Bonds to the purchaser thereof; (B) necessary California Debt and Investment Advisory Commission Report of Proposed Debt Issuance filing; and (C) certificates, receipts and other documents required in connection with the delivery of the Bonds to the original purchaser thereof.
(b) Disclosure Counsel. Attorneys, in their role as init ial Disclosure Counsel, shall provide legal services in connection with the limited offering memorandum to be used in connection with the offering and sale of the Bonds and a related continuing disclosure agreement. Such services shall include the following:
(i) With assistance from City Staff, th e City’s Municipal Advisor and the owner of the property in the District, provide a draft of a preliminary limited offering memorandum in connection with the sale of the Bonds;
(ii) Confer and consult with the officers and administrative staff of the City as to matters relating to the draft of the preliminary limited offering memorandum; and
(iii) draft a continuing disclosure agreement for the Bonds.
(c)
Services Not Provided . Attorneys shall not be responsi ble for (i) providing any legal opinions or letters of disclosure counsel relate d to the authorization, issuance or tax-exempt status of the Bonds, (ii) compliance by the City with arbitrage rebate requirements under federal tax law, other than to render advice as to the legal interpretation of such requirements as set forth in the documents relating to the Bonds, (iii) any audit or review of past compliance by the City with continuing disclosure undertakings related to its debt obligations, (iv) the representation of the City in connection with any litigation involvin g the District or the Bonds, or (v) providing any legal services whatsoever following March 31, 2024. Without limiting the generality of the foregoing, Attorneys shall not be responsible for preparing any calculations or documentation to establish compliance with such rebate requir ements or otherwise for computing the amounts required to be rebated, for preparation or re view of any continuing disclosure statements 2-4Concord - Document ID: 02vyA4G0I7CHP0YNJSp3p9
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concerning prior debt obligations, or for providing any litigation services related to the Bonds or the District.
Section 2. Compensation. For the services listed in Section 1(a), Attorneys shall be paid a fee equal to eighty percent of a percentage fee, applied to the aggregate principal amount of the Bonds issued, equal to the sum of: (a) two percent (2%) of the first $1 million principal amount of the Bonds, plus (b) one-half percent (1/2%) of the next $5 million principal amount of the Bonds, plus (c) one-quarter percent (1/4) of the next $15 million principal amount of the Bonds, plus (d) one-eighth percent (1/8%) of the remaining principal amount of the Bonds. The City and Attorneys agree that for purposes of this Agreement, it is conclusively assumed that the principal amount of the Bonds will be $31,150,000, so that eigh ty percent of the percentages applied to such principal is $76,150.00. For the services listed in Section 1(b), Attorneys shall be paid a fee of eighty percent of $35,000, which is $28,000.00.
Payment of said compensati on for Bond Counsel and
Disclosure Counsel services in the total amount of $104,150.00 shall be due and payable at the time of termination of this Agreement on March 31, 2024, and shall be payable solely from funds deposited with the City by PHCC, LLC (d/b/a Pr eston Hollow Community Ca pital) pursuant to a Deposit Agreement (A-7107) between said firm and the City dated September 1, 2020.
Section 3. Responsibilities of City. All costs and expenses incurred incidental to the actual issuance and delivery of the Bonds, including fees and expenses of parties other than Attorneys, and all other expenses incurred in connection with the issuance of the Bonds, shall be paid by the City from the proceeds of the Bonds and shall not be the responsibility of Attorneys.
Section 4. Non-Legal Services. In performing their services as Bond Counsel and Disclosure Counsel pursuant to this Agreement, it is understood and acknowledged by the City that Attorneys will not be providing special tax consulting, municipal ad visory, underwriting, investment banking or other similar services. It is expected that the City will engage other consultants to provide any such services with respect to the Annexation Proceedings or the Bonds.
Section 5. Termination of Agreement . This Agreement may be terminated at any time by the City with or without cause upon written noti ce to Attorneys. Unless earlier terminated by the City, this Agreement shall terminate on March 31, 2024. Such termination shall in no way cancel or terminate the City’s obligations under Section 2 above.
Section 6. Amendment or Modification. No amendment, modification, or other alteration of this Agreement shall be valid unless in writing and signed by both of the parties hereto.
Section 7. Entire Agreement. This Agreement contains the entire agreement of the parties hereto. No other agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the parties hereto.
*******
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Agreement for Legal Services Agreement No. A-8588
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IN WITNESS WHEREOF,
the City and Attorneys have executed this Agreement as of the date first above written.
CITY OF PALMDALE, CALIFORNIA
By:
Ronda Perez,
City Manager
Attest:
By:
Roxanne Faber,
Acting City Clerk
Approved as to Form:
By:
William P. Curley III,
City Attorney
QUINT & THIMMIG LLP
By:
Paul J. Thimmig,
Partner
16007.52:J19255
4-4Concord - Document ID: 02vyA4G0I7CHP0YNJSp3p9
09960.00000\42096531.1
Kimberly A. Byrens
Partner
(951) 826-8273
[email protected]
Best Best & Krieger LLP | 3390 University Avenue, 5th Floor, P.O. Box 1028, Riverside, California 92502 Phone: (951) 686-1450 | Fax: (951) 686-3083 | bbklaw.com March 11, 2024
City Council
City of Palmdale
38300 Sierra Highway
Palmdale, CA 93550
Dear Honorable Mayor and Members of the City Council:
Bond Counsel Services to City of Palmdale regarding City of Palmdale Community Facilities District No. 2022-3 (Ritter Ranch Phase 1 Public Facilities) 2024 Special Tax Bonds Dear Janelle:
We are pleased to submit this letter to you in connection with our services as bond counsel to the City of Palmdale (the “City”) relating to the proposed issuance of Mello-Roos Community Facilities District bonds by the City. The firm of Best Best & Krieger LLP will serve as bond counsel and disclosure counsel on such matters, and proposes to perform the following services on the basis set forth in this letter.
We will confer and consult with the City staff on all matters relating to the financing in this matter including participation in the review and selection of appropriate financing methods. We will assist the City in determining the most appropriate method based upon our experience and we will attend all meetings of the City’s staff, consultants and underwriter at which financing methods are to be discussed and analyzed for successful completion of the financing. We are available to engage in these services according to the City’s time schedule.
Our services will include the preparation of all materials necessary for the proper legislative approval of the financing as follows:
(a) Bond Counsel Services.
(i) Provide legal advice to the City with respect to the issuance of the Bonds and, in connection therewith, consult and cooperate with the City Manager and the City’s Director of Finance, the City Attorney, and all other officers and employees of the City, and also cooperate with the underwriter, municipal advisor, special tax consultant and other professional firms engaged by the City in the formulation of a coordinated financial and legal financing from the proceeds of the Bonds;
(ii) Preparation of all legal proceedings deemed necessary or advisable by us for the authorization, issuance and delivery of the Bonds, including preparation of (A) documentation required for the issuance of the Bonds by the City, including a fiscal agent agreement and a resolution authorizing the issuance of the Bonds, and all documentation 09960.00000\42096531.1
City Council
City of Palmdale
March 11, 2024
Best Best & Krieger LLP
required to be executed by the City in connection with the delivery of the Bonds to the purchaser thereof; (B) necessary California Debt and Investment Advisory Commission filings and other reports and documents required to be filed by the City in connection with the issuance of the Bonds; (C) certificates, requisitions and other documents required in connection with the delivery of the Bonds to the original purchaser thereof; and (D) other proceedings of the City incidental to or in connection with the issuance, sale and delivery of the Bonds;
(iii) Subject to the completion of proceedings to our satisfaction, provide a legal opinion (A) approving the legality of the proceedings of the City for the authorization, issuance and delivery of the Bonds, and (B) stating that interest on the Bonds is excludable from gross income of the owners of the Bonds for federal income tax purposes and is exempt from State of California personal income taxation; and (iv) We will perform such other and further services as are customarily performed by bond counsel on similar financings.
(b) Disclosure Counsel Services. BBK, in our role as Disclosure Counsel, shall provide legal services in connection with the limited offering memorandum to be used in connection with the offering and sale of the Bonds and a related continuing disclosure agreement. Such services shall include the following:
(i) With assistance from City Staff, the City’s Municipal Advisor and the owner of the property in the District, draft the preliminary limited offering memorandum (both preliminary and final) in connection with the offering of the Bonds; (ii) Confer and consult with the officers and administrative staff of the City as to matters relating to the limited offering memorandum;
(iii) Attend all meetings of the City Council and any administrative meetings at which the limited offering memorandum is to be discussed, deemed necessary by us the proper exercise of their due diligence with respect to the limited offering memorandum, or when specifically requested by the officers of the City to attend; (iv) draft a continuing disclosure agreement for the Bonds; (v) Subject to the completion of proceedings to our satisfaction, provide a letter addressed to the City and to the underwriter of the Bonds to the effect that, although we have not undertaken to determine independently or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the limited offering memorandum for the Bonds, in the course of our participation in the preparation of the limited offering memorandum, we have been in contact with representatives of the City and others concerning the contents of the limited offering memorandum and related matters, and based upon the foregoing, nothing has come to our attention to lead us to 09960.00000\42096531.1
City Council
City of Palmdale
March 11, 2024
Best Best & Krieger LLP
believe that the limited offering memorandum (except for any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion included therein, and information relating to The Depository Trust Company and its book- entry system, or information in any appendix to the limited offering memorandum, as to which we need express no view) as of the date of the limited offering memorandum or the date of the closing contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (vi) Such other and further services as are normally performed by disclosure counsel on similar financings.
(c) Amendment Proceedings. Our services will include the preparation of all resolutions and other legislative actions of the City for any amendment to the rate and method of apportionment or other change to the CFD, review of the rate and method of apportionment of special taxes, preparation of election materials and assistance to the City with the conduct of the special election approving the amended special tax. If joint community facility agreements with other public agencies, we will prepare such agreements and work with other agencies and the City to ensure proper approval and delivery. We will also assist the City with the preparation of the documents to approve the levy of the special taxes, as necessary.
Compensation:
Based on our current understanding of the issuance of the CFD Bonds and the involvement of Best Best & Krieger LLP attorneys in drafting documents relating to the issuance of the CFD Bonds, which have been initially prepared by Quint & Thimmig LLP, and delivering our legal opinion, our Bond Counsel fee, including reimbursement for costs, would be based upon the following:
Under $15 million $34,000
$15 million to $35 million $45,000
$35 million to $60 million $67,500
Our Disclosure Counsel fee will be an amount of $32,000 based upon our expected involvement in preparation of the Limited Offering Memorandum, the form of which has been provided by Quint & Thimmig LLP.
If there are substantial changes to the nature of the financing which require material changes to the documents, then Best Best & Krieger LLP may request an amendment to this fee contract.
Our services for any amendment proceeding and the negotiation of agreements with the developer and any other public agencies will be charged on an hourly basis at our published special counsel rates. Such fees will be paid from the deposit to be made by the developer and held by City Council
City of Palmdale
March 11, 2024
Best Best & Krieger LLP
the City and are in addition to our bond counsel fees. These fees are not expected to exceed $20,000.
Additionally, we will charge the City for out-of-pocket expenses which would include, the costs of duplicating and mailing, transportation, long distance telephone calls, messenger and courier service and the preparation of transcripts of the financing. This expense is not expected to exceed $3,000.
Finally, we disclose that we represent Los Angeles County Waterworks District 40 on a groundwater adjudication matter. We are not representing Los Angeles County Waterworks District 40 on a matter against the City of Palmdale at this time. However, as part of this agreement, the City of Palmdale acknowledges that Best Best & Krieger LLP cannot represent the City of Palmdale on any water issues or any matter related to Los Angeles County Waterworks District
40. Furthermore, the City of Palmdale agrees that it will not conflict us or disqualify us from continuing to represent Los Angeles County Waterworks District 40.
If this arrangement is satisfactory to you, please authorize our employment according to the terms of this letter by having this letter executed by you or your agent.
We look forward to working with you and the staff of the City in order to bring this matter to a successful conclusion.
Kimberly A. Byrens
of BEST BEST & KRIEGER LLP
_______________
Ronda Perez
City Manager
APPROVED AS TO FORM:
_________________
William P.Curley, III
ATTEST:
_______________
Roxanne Faber
Acting City Clerk
AGREEMENT NO. A-8589
CONTRACT FOR CONSULTANT SERVICES
BETWEEN THE CITY OF PALMDALE AND HARRELL AND COMPANY
ADVISORS, LLC.
THIS CONTRACT FOR CONSULTANT SERVICES (“Contract” herein) is made and entered into by and between the City of Palmdale a public body corporate and politic, (hereinafter called “CITY”) and HARRELL AND COMPANY ADVISORS, LLC. (hereinafter called “CONSULTANT”). This Contract shall become effective on the date of the last signatory.
RECITALS
WHEREAS, City desires to engage CONSULTANT to provide certain consultant services; and
WHEREAS, CONSULTANT represents that CONSULTANT has the expertise and is qualified to perform the services described in this Contract. And, if required, is duly registered under the laws of the State of California; and WHEREAS, CONSULTANT desires to accept such engagement.
NOW, THEREFORE, the parties agree as follows:
1 DESCRIPTION OF WORK
1.1 The City hereby engages CONSULTANT, and CONSULTANT accepts such engagement, to provide the following services:
A. Develop and monitor the schedule of activities to assist the City in meeting agenda deadlines and public notice requirements.
B. Negotiate the underwriter’s discount with the underwriter.
C. Assist in preparing the budget for administrative costs to be charged to CFD 2022- 3 and providing for capitalized fees to pay the costs prior to the fix tax levy and ascertaining Developer updates internal special tax projections to include such amounts.
D. Assist with cost reimbursement from developer deposit of fees paid to consultants and staff costs prior to bond issuance.
E. Assist in negotiations with the Developer on transfer restrictions.
F. Provide preliminary bond sizing based on projected special taxes.
G. Coordinate with the underwriter on the sizing of the Bonds and the projection of 1-14Concord - Document ID: 02vvThtVw5G8JAWaIqcazU
special tax revenues based on proposed lot and home sizes.
H. Coordinate the flow of information between the City finance team and the Developer team.
I. Review and comment on the projection of revenues prepared by the underwriter and special tax consultant.
J. Participate in all video/conference calls with the City’s finance team and the Developer.
K. Review and comment on the Limited Offering Memorandum.
L. Review and comment on all legal documents, bond resolutions, and closing documents.
M. Prepare staff reports and presentations and attend Council meetings for the approval of the bond issuance.
N. Assist underwriter in preparation of the settlement instructions.
O. Review arrangements for closing, transfer of funds, and cancellation of the 1995 Bonds.
P. Attend City Bond document signing session as needed.
Q. Provide any post-closing follow-up as required.
R. Provide any other services reasonably requested and not otherwise set forth above.
S. Coordinate with the Price Point Consultant for any required 2024 Price Point Study.
T. Analyze the updated home prices and tax rates resulting from any 2024 Price Point Study and make recommendations based on the findings and lot sizes provided by Developer.
U. Review and comment on the resolutions and documents required for any amendment to the CFD 2022-3 RMA in connection with any proposed reduction in tax rates.
V. Prepare staff reports and presentations and attend 2 Council meetings for any further amendment to the CFD 2022-3 RMA.
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Then if a 2024 Price Point Study is required, I would add $5,000 to the fees for these services, payable from bond proceeds. If not required, then the fee is not paid.
CONSULTANT shall perform and complete all such work and services in a manner satisfactory to CITY.
1.2 Project deliverables shall be reviewed and approved by CITY to determine acceptable completion. CITY shall have the right to review and inspect the work during the course of its performance at such times as may be specified by CITY.
1.3 CONSULTANT shall not accept any change of scope, or change in contract provisions, unless issued in writing, as a contract change order or amendment and signed by CITY. Any extensions of time must be mutually agreed upon in writing and executed by both parties.
1.4 CITY shall provide to CONSULTANT, without charge, all data, program information, including reports, records, maps, and other information, now in CITY’s possession, which may facilitate the timely performance of the work. 2 CITY PROJECT MANAGER
To provide the services required by this Contract, CONSULTANT shall act under the authority and approval of a Project Manager appointed by CITY. The City Project Manager will oversee the work under this Contract, assist CONSULTANT with any necessary information, audit billings, and approve payments. CONSULTANT shall channel reports, deliverables, and special requests through the City Project Manager. 3 CONSULTANT’S KEY PERSONNEL
CONSULTANT’s Team and Key Personnel are as follows:
SUZANNE HARRELL
This Consultant Services Contract has been awarded to CONSULTANT based on its representation that those personnel and subcontractors listed above will perform the portions of the work listed herein. CONSULTANT shall not deviate nor substitute any of these team members without prior written approval by CITY. 4 CONTRACT TERM
The term of this contract is ONE (1) YEAR, commencing on the effective date. 5 TAXES
5.1 CONSULTANT shall pay all sales, consumer, use, and other similar taxes required to be paid by CONSULTANT in accordance with state and local laws. 3-14Concord - Document ID: 02vvThtVw5G8JAWaIqcazU
5.2 CONSULTANT is an independent contractor and shall have no power or authority to incur any debt, obligation, or liability on behalf of CITY. No person employed by CONSULTANT or acting on its behalf, in connection with this Contract shall be considered the Agent or employee of CITY.
5.3 CONSULTANT shall be required to obtain a current City of Palmdale business license, as required by the Palmdale Municipal Code, before an Authorization to Proceed is issued.
6 PATENT FEES AND ROYALTIES
CONSULTANT shall pay all license fees and royalties and assume all costs incident to the use, in the performance of the work or the incorporation in the work of any invention, design, process, product or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product or device is specified by CITY for use in the performance of the work and if, to the actual knowledge of CITY, its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by CITY in the contract documents. CONSULTANT shall indemnify and hold harmless CITY and anyone directly or indirectly employed by CITY from and against all claims, damages, losses and expenses (including attorneys' fees) arising out of any infringement of patent rights or copyrights incident to the use in the performance of the work, or resulting from the incorporation in the work of any invention, design, process, product or device not specified by CITY, and shall defend all such claims in connection with any alleged infringement of such rights. 7 STANDARDS OF PERFORMANCE
CONSULTANT shall be responsible for the completeness and accuracy of its services and work and documents resulting there from, and CITY shall not be responsible for discovering deficiencies therein. CONSULTANT shall correct any such deficiencies or errors without additional compensation and without cost to CITY, except to the extent any such deficiency is directly attributable to deficiencies in CITY -furnished information.
8 CONSULTANT’S PERSONNEL
8.1 All services required under this Contract shall be performed by CONSULTANT, or under CONSULTANT’S direct supervision, and all personnel shall possess the qualifications, permits and licenses required by State and local law to perform such services.
8.2 CONSULTANT shall be solely responsible for the satisfactory work performance of all personnel engaged in performing services required by this Contract, and compliance with all reasonable performance standards established by CITY.
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8.3 CONSULTANT shall be responsible for payment of all CONSULTANT’s employees’ and subcontractor’s wages and benefits and shall comply with all requirements pertaining to the employer’s liability, workers’ compensation, unemployment insurance, and Social Security.
8.4 CONSULTANT shall indemnify and hold harmless CITY, and its respective officers, agents and employees from and against all claims, demands, damages or costs arising from CONSULTANT’s acts or omissions with respect to any liability, damages, claims, costs and expenses of any nature arising from alleged violations of personnel practices.
9 COMPENSATION
9.1 For all of work and services including the various phases of tasks as described in Section 1, CITY shall pay to CONSULTANT an amount not to exceed the sum of EIGHTY THOUSAND dollars ($80000), payable as follows:
A fixed fee of $75,000, payment of which shall be contingent upon the successful issuance of the Bonds, and shall be payable solely from the proceeds of the Bonds and from no other funds of the City
For all of work and services including the various phases of tasks as described in Section 1 (S) through (V), CITY shall pay to CONSULTANT an amount not to exceed the sum of FIVE THOUSAND dollars ($5000), payable as follows:
A fixed fee of $5,000, payment if and only if such services are required, and payment of which shall be payable solely from the proceeds of the Bonds and from no other funds of the City.
The Contract Price is CONSULTANT’S estimate of its charges for all of the services, including all labor, equipment, material, subcontractor and reimbursable costs, to be provided under this Agreement. Progress payments shall be made on a time and material basis. Final payment shall be made upon completion of all services and City acceptance of all deliverables, not-to-exceed the Contract Price.
9.2 CONSULTANT shall perform no work in excess of the total contract price without prior written approval of CITY. Total contract price includes expenses related to travel to and from CITY to meet with City and to appear, if so required, before City Council or any other board or commission of CITY.
9.3 CONSULTANT shall maintain adequate records and shall permit inspection and audit by CITY of CONSULTANT’s charges under this Contract. CONSULTANT shall make such records available to CITY during normal business hours upon reasonable notice. Nothing herein shall convert such records into public records, and they will be available only to CITY and any specified public agencies. Such records shall be maintained by CONSULTANT for one (1) year following completion of the 5-14Concord - Document ID: 02vvThtVw5G8JAWaIqcazU
work under this Contract unless a longer period of time is required by state or federal law, in which event CONSULTANT shall retain its records for the time required by such laws.
9.4 No payment made hereunder by CITY to CONSULTANT, shall be construed as an acceptance by CITY of any work or materials, nor as evidence of satisfactory performance by CONSULTANT of its obligations under this Contract. 10 INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT and any contractors or subcontractors working on its behalf agree to indemnify CITY, its officers, employees, agents and elected and appointed boards (hereinafter “Indemnified Parties”) for any loss, claim, demand, cause of action, cost, expense, damage, obligation or liability which arises out of or is in any way connected with the performance of any work under this agreement, including any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of CONSULTANT, its contractors or subcontractors, and regardless of any acts, omissions or negligence (whether active or passive) of any person or entity indemnified hereunder. At their own expense, CONSULTANT and, as applicable, any contractors or subcontractors working on its behalf, shall defend any suit, claim or action against the Indemnified Parties founded upon such loss, claim, demand, cause of action, cost, expense, damage, obligation or liability. CONSULTANT shall ensure that the contract of any contractor or subcontractor working under this agreement contain an indemnity agreement, requiring the contractor or subcontractor to indemnify and defend the Indemnified Parties pursuant the terms set forth above. CONSULTANT shall indemnify the Indemnified Parties, and save it harmless from any and all loss, damage, costs, expenses and attorney's fees suffered or incurred on account of any breach of the aforesaid obligations and covenants, and any other provision or covenant of this agreement.
11 INSURANCE
11.1 CONSULTANT, at its expense, shall maintain in effect at all times during the performance of work under this Contract not less than the following coverage and limits of insurance, which shall be maintained with insurers listed “A” or better in the Best’s Insurance Guide and authorized to do business in the State of California.
Proof of Insurance, as identified in Section 11.8, must be reviewed and accepted by the City Attorney.
11.1.1 Workers’ Compensation and Employer’s Liability
Workers’ Compensation—coverage as required by the State of California Employer’s Liability:
$1,000,000.00 each accident
$1,000,000.00 policy limit bodily injury
$1,000,000.00 each employee bodily injury by disease
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11.1.2 Professional Liability (Errors & Omissions) Insurance* $1,000,000 limit on a per occurrence basis
11.1.3 Commercial General Liability
$1,000,000.00 limit on a per occurrence basis
$2,000,000.00 general aggregate limit
11.1.4 Commercial Automobile Liability
$1,000,000.00 combined single limit including owned, non-owned and hired automobile coverage
11.2 All of CONSULTANT’s policies shall contain an endorsement providing that written notice shall be given to CITY at least thirty- (30) calendar days prior to termination, cancellation or reduction of coverage in the policy.
11.3 Policies providing for bodily injury and property damage coverage shall contain the following:
A. An endorsement extending coverage to the City as an additional insured, in the same manner as the named insured, as respects liability arising out of the performance of any work under the Contract. Such insurance shall be primary insurance, as respects the interest of the City, and any other insurance maintained by the City shall be considered excess coverage and not contributing insurance with the insurance required hereunder. The certificate and endorsements shall state: “The City of Palmdale, the Successor Agency of the Community Redevelopment Agency of the City of Palmdale, Palmdale Civic Authority, Industrial Development Authority of the City of Palmdale, Palmdale Airport Authority, their officers, agents, employees and volunteers are named as additional insured’s.”
B. “Severability of Interest” clause.
11.4 Promptly on execution of this Contract, and prior to commencement of any work, CONSULTANT shall deliver to CITY certificates of insurance and endorsements to all required policies demonstrating that CONSULTANT has the required coverage and showing the required named insureds. Within five (5) days of written request from CITY, CONSULTANT shall deliver to CITY full and complete copies of all insurance policies required by this Contract.
11.5 The requirements as to the types and limits of insurance to be maintained by CONSULTANT are not intended to and shall not in any manner limit or qualify CONSULTANT’s liabilities and obligations under this Contract.
11.6 Any policy or policies of insurance that CONSULTANT elects to carry as insurance against loss or damage to its equipment and tools or other personal 7-14Concord - Document ID: 02vvThtVw5G8JAWaIqcazU
property used in the performance of this Contract shall include a provision waiving the insurer’s right of subrogation against CITY.
11.7 All insurance coverage must be maintained throughout the duration of this Contract.
11.8 Acceptable Proof of Insurance:
11.8.1 ACORD Certificate of Insurance listing all coverages, limits, deductibles and insureds; and endorsements for all applicable coverages if agent has authority to issue it; Additional insured Form CG20101185 or CG20100707 and CG20370704 or equivalent must be provided for general liability coverage.
Additional insured form CA0001 must be provided for automobile liability coverage.
11.8.2 Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements listing all insurers must be submitted to the City Attorney.
11.8.3 *When professional (E&O) liability coverage is provided on a “claims made basis”, CONSULTANT will continue to renew the insurance for a period of five (5) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT, or its officers, employees, or agents during the time this Agreement was in effect.
11.9 Notwithstanding any other provision of this Contract, CITY may immediately terminate this Contract if, at any time CONSULTANT fails to maintain the required insurance for any period of time or fails to comply with any of the insurance requirements listed above.
11.10 CONSULTANT shall require any and all subcontractor's working on its behalf to provide insurance coverages and limits that are based on the scope of work and nature of risk being performed by the subcontractor. Any and all subcontractors working on behalf of CONSULTANT shall be subject to all other insurance requirements that are stated herein.
Any deviation in this requirement will be CONSULTANT's sole risk. CONSULTANT's insurance requirements in Section 11 will not be impacted and/or limited by such deviation.
12 TERMINATION WITHOUT CAUSE
CITY reserves the right to terminate this Contract or any part thereof for its sole convenience with fifteen (15) days written notice. In the event of such termination, CONSULTANT shall immediately stop all work hereunder, and shall immediately cause any of its suppliers and sub-consultants to cease such work. CONSULTANT 8-14Concord - Document ID: 02vvThtVw5G8JAWaIqcazU
shall also surrender to CITY all finished or unfinished documents or programs and other materials, which shall be City’s property. As compensation in full for services performed to the date of such termination, the CONSULTANT shall receive an amount equal to the value of the work completed as of the termination date in accordance with the fee schedule or as negotiated between the parties. In no event shall the amount payable upon termination exceed the total maximum compensation provided for in this Contract.
13 TERMINATION FOR CAUSE
13.1 If the City determines that the CONSULTANT has failed to supply an adequate working force, or to provide services of proper quality, or has failed in any other respect to satisfactorily perform the services specified in this Contract, the City shall give written notice to the CONSULTANT specifying all defaults to be remedied within thirty (30) days. Such notice shall set forth the basis for the City’s dissatisfaction and suggest corrective measures. If, after thirty days, the CONSULTANT has failed to implement the corrective measures, the City may elect to terminate this Contract, in whole or in part.
13.2 In the event the City terminates this Contract in whole or in part as provided herein above, the City may procure, upon such terms and in such manner, as it may deem appropriate, services similar to those terminated.
13.3 If this Contract is terminated as provided above, the City may require the CONSULTANT to provide all finished or unfinished documents, data, studies, software, drawings, maps, photographs, reports, etc., prepared by the CONSULTANT. Upon such termination, the CONSULTANT shall be paid an amount equal to the value of the services provided and work performed as of the date of termination. Such payment by the City may take into consideration the costs associated with hiring another CONSULTANT to complete the services. In the event no new CONSULTANT is employed, the CONSULTANT shall be paid an amount equal to the value of the work performed. In ascertaining the value of the work performed up to the date of termination, consideration shall be given to both completed work and work in progress, to complete and incomplete documents when such are delivered to CITY, and to authorized reimbursement expenses.
The above is in addition to any other remedies available by law or equity to the City.
13.4 If, after notice of termination of the Contract under the provisions of this Section 13, it is determined, for any reason, that CONSULTANT was not in default, or that the default was excusable, then the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to Section 12. 14 DISPUTE RESOLUTION
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All claims, disputes, and other matters in question between CITY and CONSULTANT arising out of, or relating to this Contract, or the breach thereof shall, to the extent reasonably feasible, be resolved through good faith negotiations between the parties. 15 OWNERSHIP OF DOCUMENTS
All documents, including, but not limited to, research, field notes, investigations, analysis, and studies which are prepared in the performance of this Contract are to be, and remain the property of CITY. CONSULTANT shall furnish CITY, upon its request, originals or reproducible or electronic copies of reports, studies and of all other documents listed above.
16 SUBCONTRACTING, DELEGATION AND ASSIGNMENT
16.1 CONSULTANT shall not delegate, subcontract or assign its duties or rights hereunder, either in whole or in part, without the prior written consent of CITY; provided, however, that claims for money due or to become due to CONSULTANT from CITY under this Contract may be assigned to a bank, trust company or other financial institution without such approval. Any proposed delegation, assignment or subcontract shall provide a description of the services covered, identification of the proposed assignee, delegates or subcontractor, and an explanation of why and how the same was selected, including the degree of competition involved. Any proposed agreement with an assignee, delegates or subcontractor shall include the following:
A. The amount involved, together with CONSULTANT’s analysis of such cost or price; and
B. A provision requiring that any subsequent modification or amendment shall be subject to the prior written consent of CITY.
C. The requirement to hire only those persons authorized by federal law to work in the United States.
16.2 Any assignment, delegation or subcontract shall be made in the name of CONSULTANT and shall not bind or purport to bind CITY and shall not release CONSULTANT from any obligations under this Contract including, but not limited to, the duty to properly supervise and coordinate the work of employees, assignees, delegates and subcontractors. No such assignment, delegation or subcontract shall result in any increase in the amount of total compensation payable to CONSULTANT under this Contract.
17 NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY
17.1 In performance of this Contract, CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of sex, color, race, religion, ancestry, national origin, disability, medical condition, marital status, sexual orientation, or age. CONSULTANT will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without 10-14Concord - Document ID: 02vvThtVw5G8JAWaIqcazU
regard to their sex, color, race, religion, ancestry, national origin, disability, medical condition, marital status, sexual orientation or age. Affirmative action relating to employment shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.
17.2 The provisions of subsection 17.1 above shall be included in all solicitations or advertisements placed by or on behalf of CONSULTANT for personnel to perform any services under this Contract. CITY shall have access to all documents, data and records of CONSULTANT and its subcontractors for purposes of determining compliance with the equal employment opportunity and non-discrimination provisions of this Section, and all applicable provisions of Executive Order No. 11246 which is incorporated herein by this reference. A copy of Executive Order No. 11246 is available for inspection at, and on file with, the Palmdale City Clerk’s Office. 18 FINANCIAL INTEREST CERTIFICATION
18.1 CONSULTANT warrants that no person has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee; and that no officer or employee of the CITY has any interest, financially or otherwise, in CONSULTANT’s firm.
18.2 For breach or violation of this warranty, CITY shall have the right to annul this Contract without liability, or at its discretion to deduct from the Contract Price or consideration, the full amount of such commission, percentage, brokerage or contingent fee.
19 CONFLICT OF INTEREST
19.1 CONSULTANT stipulates that its officers and employees do not now have a conflict of interest and it further agrees for itself, its officers and its employees that it will not contract for or accept employment for the performance of any work or services with any individual business, corporation or government unit that would create a conflict of interest in the performance of its obligations pursuant to this Contract or which would cause CONSULTANT to be “financial interested” (as provided in California Government Code Section 1090 et seq. or 87100 et seq.) in any contract or decision made by CITY on any matter.
19.2 CONSULTANT shall not employ any City official or employee to perform any work required pursuant to this Contract.
19.3 If CONSULTANT is a registered professional engineer or licensed land surveyor and the scope of work requires CONSULTANT’S recommendation of the actual formula to spread the costs of an assessment district’s improvements, then CONSULTANT shall not participate in making that recommendation if the additional elements set forth in Government Code section 87100.1(c) apply. Those additional elements are: (1) CONSULTANT has received income of $250 or more for 11-14Concord - Document ID: 02vvThtVw5G8JAWaIqcazU
professional services in connection with any parcel included in the benefit assessment district within 12 months prior to the creation of the district; and (2) the district includes other parcels in addition to those parcels for which CONSULTANT received the income. In the event a conflict of interest does arise in that context, City shall select a different CONSULTANT to recommend the actual formula to spread the costs of the assessment district’s improvements and the costs of such services shall be deducted from the compensation to be paid to CONSULTANT.
19.4 To the extent required by the City Manager/designee, CONSULTANT shall complete and file with the City Clerk a Form 700 Statement of Economic Interests disclosing any reportable property interests, income, gifts, investments, or business positions.
20 COMPLIANCE WITH LAW
20.1 CONSULTANT shall comply with all state and federal laws, including but not limited to, the requirement to hire only those persons authorized by federal law to work in the United States. If CONSULTANT uses any subcontractors to complete this Contract, this same requirement shall be included in all subcontracts and strictly enforced by CONSULTANT.
20.2 The law of the state of California shall govern this Contract. The venue of any legal action, either formal or informal, shall be the County of Los Angeles. 21 NOTICES
Any notice required under this Contract shall be in writing, addressed to the appropriate party at its address on the signature page and given personally or by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt.
22 ENTIRE CONTRACT AND AMENDMENTS
22.1 This Contract is the complete agreement between the parties and supersedes all prior proposals, agreements, and understandings between the parties and may not be modified or terminated orally.
22.2 No attempted waiver of any of the provisions hereof, nor any modification in the nature, extent or duration of the work to be performed by CONSULTANT hereunder, shall be binding unless in writing and signed by the party against whom the same is sought to be enforced.
22.3 The failure of any party to enforce against another party any provision of this Contract shall not constitute a waiver of that party’s right to enforce such a provision at a later time, and shall not serve to vary the terms of this Contract. 12-14Concord - Document ID: 02vvThtVw5G8JAWaIqcazU
23 ATTORNEY’S FEES
If any action at law or in equity is brought to enforce or interpret any provisions of this Contract, the prevailing party in such action shall be entitled to reasonable attorney’s fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.
In Witness Whereof, the parties hereto have caused this Contract to be executed and attested by their respective officers thereunto duly authorized.
CITY OF PALMDALE: HARRELL AND COMPANY ADVISORS,
LLC.:
RONDA PEREZ
CITY MANAGER
SUZANNE HARRELL
MANAGING DIRECTOR
ADDRESS FOR NOTICE:
CITY OF PALMDALE
38300 Sierra Highway Suite D
Palmdale, CA 93550
ADDRESS FOR NOTICE:
HARRELL AND COMPANY ADVISORS,
LLC.
13891 Newport Ave, Suite 145
Tustin, CA 92780
APPROVE AS TO FORM:
William P. Curley, III
City Attorney
ATTEST:
Roxanne Faber
Acting City Clerk
---------------------------------------- INTERNAL USE ONLY ---------------------------------------- ■Certificate(s) and Endorsement(s) attached
■Confirmed business name on contract with certificate(s) ■Attached Agreement Checklist and met all requirements
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