PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF CITY OF SAN PABLO AND
SHUSTER ADVISORY GROUP, LLC
TO SERVE AS FINANCIAL CONSULTANT TO
THE CITY’S OPERATING ACCOUNT
1. PARTIES AND DATE.
This Professional Services Agreement (“Agreement”) is made and entered into this _____ day of _______________, 2025 by and between the City of San Pablo, a municipal corporation (“City”) and Shuster Advisory Group, LLC., a California limited liability company, with its principal place of business at 155 N. Lake Avenue, Suite 950, Pasadena, California 91101 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.”
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 fiduciary financial consulting 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 financial consulting 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 fiduciary financial consulting services (“Services”) under the Agreement. 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 commence the 1st day of M arch, 2025 and remain effective until 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 if necessary to complete the Services.
Shuster Advisory Group, LLC.
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 t his 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 expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. 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 work prepared 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. If 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 Services 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: Mark Shuster, Managing Member.
3.2.5 City’s Representative. The City hereby designates the City Manager, or his/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. Consultant shall not accept direction or orders from any person other than the City’s Representative.
Shuster Advisory Group, LLC.
3.2.6 Consultant’s Representative. Consultant hereby designates Mark Shuster, Managing Member, or his 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/her 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 warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, 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, incompe tent, a threat to the adequate or timely completion of the Services, 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 under this Agreement.
3.2.9 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”).
Consultant shall also perform the Services in strict accordance with any completion schedule described in Exhibit “A” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.
3.2.10 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 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 Shuster Advisory Group, LLC.
any work contrary to such laws, rules and regulations, 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 to comply with such laws, rules or regulations.
3.2.10.1 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 Agreeme nt. 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 eq uivalent 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 3.2.10 or any of its sub- sections.
3.2.10.2 Employment Eligibility; Subcontractors, Consultants, Sub- subcontractors and Subconsultants . To the same extent and under the same conditions as Consultant, Consultant shall require all its subcontractors, consultants, sub- subcontractors and subconsultants performing any work relating to this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.
3.2.10.3 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 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section 3.2.10.2; or (3) failure to immediately remove from providing Services any person found not to be in compliance with such requirements.
3.2.10.4 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
Shuster Advisory Group, LLC.
self-insurance in accordance with the provisions of that code and agrees to comply with such provisions before commencing the performance of the Services.
3.2.10.5 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.
3.2.11 Insurance. Before it may begin performing Services under this Agreement, Consultant must procure and provide proof of the insurance coverage and endorsements required by Exhibit “B” in the form of certificates and endorsements acceptable to City. The required insurance must cover the activities of Consultant and its subconsultants or subcontractors relating to or arising from the performance of the Services, and must remain in full force and effect at all times during the Term of the Agreement. All required insurance must be issued by a company licensed to do business in the State of California, and each such insurer must have an A.M. Best’s financial strength rating of “A” or better and a financial size rating of “VII” or better. If Consultant fails to provide any of the required coverage in full compliance with the r equirements of this Agreement, City may, at its sole discretion and in addition to any other remedies, purchase such coverage at Consultant’s expense and deduct the cost from payments due to Consultant, suspend performance of the Services under the Agreeme nt, or terminate Consultant for default.
The procurement of the required insurance will not be construed to limit Consultant’s liability under this Agreement or to fulfill Consultant’s indemnification obligations under this Agreement. If coverage limits carried by Consultant exceed the minimum limits specified below, the higher limits will be deemed to be required by this Agreement.
3.2.12 3.3 Fees and Payments.
3.3.1 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 shall not exceed Ten Thousand Dollars ($10,000.00) per year without written approval of the City Manager. 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. Fees outlined in Exhibit “C” will be calculated monthly and paid to Consultant from the account(s) held with Consultant’s custodian. For accounts not held with Consultant’s custodian, fees will be calculated and billed to City. City shall, within 30 days of receiving invoice from Consultant, review the invoice 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.
Shuster Advisory Group, LLC.
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, 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.
3.4 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 thirty (30) days before the effective date of such termination. Upon termination, Consulta nt shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may terminate this Agreement without cause by giving written notice to City of such termination, and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination.
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 & Data, as defined below, 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.
3.5 Ownership of Materials and Confidentiality.
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 or otherwise recorded on computer diskettes, 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 Consultant and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. At the request of the City, Consultant shall provide to City, w ithin thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, reproducible copies of all Documents & Data, in a form and amount required by City. 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 electronically to City upon payment of the undisputed amount. Consultant shall have no right to 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 termination of the Agreement and shall make copies available to City upon the payment of actual reasonable duplication costs.
Shuster Advisory Group, LLC.
3.5.1 Subcontractors. Consultant shall require all subcontractors to agree in writing that City is granted a non -exclusive and perpetual license for any Documents & D ata the subcontractor 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 regarding Documents & Data which were prepared by design professionals other than Consultant or its subcontractors, or those provided to Consultant by the City.
3.5.2 Right to Use. City shall not be limited in any way in its use or reuse of the Documents & Data or any part of them at any time for purposes of this Agreement or another project, provided that any such use not within the purposes intended by this Agreement 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 in connection with the Services provided under this Agreement , 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 purposes. 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 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.
3.5.3 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 under this Agreement . Nothing furnished to Consultant which 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:
Shuster Advisory Group, LLC.
155 N. Lake Ave, Suite 950
Pasadena, CA 91101
Attn: Mark Shuster, Managing Partner
City:
Shuster Advisory Group, LLC.
City of San Pablo
San Pablo City Hall
1000 Gateway Avenue
San Pablo, CA 94806
Attn: City Manager
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.
3.6.2 Receipt of Disclosure and Consent to Electronic Delivery . C ity acknowledges receipt and undertakes to review and consider the disclosures made by Consultant (including in this Agreement, the For m ADV Part 2 , ADV Part 2B and Consultant’s Privacy Policy), in particular the portions related to services, compensation, and potential conflicts of interest, as well as the remainder of the disclosures concerning, among other matters, background information such as educational and business history, business practices such as the types of advisory services provided, the methods of securities analysis used, and the like. Further, City consents to electronic delivery (via email or other generally accepted method) of current and future distributions of Consultants Form ADV Part 2, ADV Part 2B and Privacy Policy. Consent to electronic delivery may be canceled at any time by sending a written request to Consultant.
3.6.3 Indemnification.
3.6.3.1 Scope of Indemnity. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless City and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel’s fees and costs, caused in whole or in part by the negligent or wrongful act, error or omission of Consultant , its officers, agents, employees or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of services under this Agreement. Consultant’s duty to indemnify and hold harmless City shall not extend to the City ’s sole or active negligence. City shall indemnify Consultant from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel’s fees and costs, caused by the sole negligent or wrongful act, error or omission of City and any of its officials, employees and agents.
3.6.4 Governing Law; Government Code Claim Compliance . This Agreement shall be governed by the laws of the State of California. Venue shall be in Contra Costa County.
In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for E xtra 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 pertain ing 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.
3.6.5 Third-Party Investment Decisions
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3.6.5.1 Consultant, in the capacity of providing financial advice and management services under this Agreement, shall not be held liable or responsible for any investment decisions made by third parties, including, but not limited to, other financial advisors, investment manag ers, brokers, or any other individuals or entities not directly controlled or employed by the Consultant.
3.6.6 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.6.7 City’s Right to Employ Other Consultants . City reserves right to employ other consultants in connection with this Project.
3.6.8 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.6.9 Assignment or Transfer . Consultant shall 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 do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest b y reason of such attempted assignment, hypothecation or transfer.
3.6.10 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 subcontractors 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.
3.6.11 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.12 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covena nt 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.
3.6.13 No Third Party Beneficiaries . Except to the extent expressly provided for in Section 3.6.7, there are no intended third-party beneficiaries of any right or obligation assumed by the Parties.
3.6.14 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.
Shuster Advisory Group, LLC.
3.6.15 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 agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Off icer 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.
3.6.16 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.
3.6.17 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.
3.6.18 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.
3.6.19 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.6.20 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 PAGE]
Shuster Advisory Group, LLC.
CITY OF SAN PABLO SHUSTER ADVISORY GROUP, LLC.
By: By:
Matt Rodriguez, City Manager Mark Shuster, Managing Member
Attest:
Dorothy Gantt, City Clerk
Approved as to Form:
Brian Hickey, City Attorney
EXHIBIT “A”
SCOPE OF SERVICES
Fiduciary Consulting Services
A. Shuster will perform the following Fiduciary consulting services for the City’s operating account(s):
1. Assist with City’s California Investment Policy review and monitoring, and its compliance with the State of California Local Agency Investment Guidelines (“Guidelines”).
2. Advise City on selection of one or more third -party asset or portfolio managers (“Managers”) in accordance with the Guidelines, including:
• Researching Managers,
• Conducting and managing the RFP process, negotiating fees, presenting results to the City,
• Coordinating and attending Manager presentations to the City, • Conducting research with the Managers regarding their proposal and detailed City inquiries, and similar items necessary to facilitate the City’s final decision- making.
3. Shuster may delegate investment discretion to such Manager(s) who will place orders with the custodian(s) with respect to the account.
4. Monitor Manager’s account performance, including general account review, and make recommendations to the City as to the continuing suitability of the M anager(s) for the account or recommend alternative Managers.
5. Provide account and/or Manager review and other consultation to City on an as needed basis.
6. Provide performance reporting on a Manager-by-Manager and overall portfolio basis.
7. Furnish quarterly account statements.
B. Shuster will provide general financial consulting services to City as follows:
1. Review and consult on City’s Investment Policy Statement (“IPS”), investment management agreement and portfolio;
2. Act as l iaison between the City and the M anager(s) to facilitate the execution of legal documentation for account management, including collecting the necessary schedules and ancillary documents, and provide a final executed document package for City records;
3. Meet periodically with Council;
4. Reviews of the global equity and fixed income market;
5. Cash management analysis and forecasts;
EXHIBIT “A”
6. Periodic custom reporting;
7. Fee negotiation for bonds, CD’s, bank and custodial assets;
8. Provide information to City to assist in auditor request responses;
9. Assist with meeting coordination between the City and Manager(s).
EXHIBIT “B”
B-1
INSURANCE
REQUIREMENTS
A. Policies and Limits. Consultant must procure and maintain the following insurance policies and limits at all times during the term of this Agreement:
a. Commercial General Liability Insurance (“CGL”): The CGL policy must be issued on an occurrence basis, written on a comprehensive general liability form (CG 00 01), and must include coverage for liability arising from the operations of Consultant or its subconsultants or subcontractors in the performance of the services, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits of at least $2,000, 000.00 per occurrence. General aggregate limit shall be twice the required occurrence limit. The CGL coverage may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by excess or umbrella policies, provided each such policy complies with the requirements set forth herein.
b. Automobile Liability: The automobile liability policy must provide coverage of at least $1,000,000.00 combined single -limit per accident for bodily injury, d eath or property damage.
c. Workers’ Compensation Insurance and Employer’s Liability: If Consultant has employees, the policy must comply with the requirements of the California Workers’ Compensation Insurance and Safety Act, providing coverage of at least $1,000,000.00, or as otherwise required by law.
d. Professional Liability: The professional liability insurance policy must insure against Consultant’s errors and omissions in the provision of services under this Agreement, in an amount not less than $1,000 ,000.00 combined single limit. Any deductible or self -insured retention may not exceed $50,000. The professional liability policy must include prior acts coverage sufficient to cover all services provided by Consultant for this Agreement, and the coverage must continue in effect for five years following final payment to Consultant. The following provisions apply wif the professional liability policy is written on a claims-made form:
i. The retroactive date of the policy must be shown and must be on or before the Effective Date of the Agreement.
ii. The insurance must be maintained and evidence of insurance must be provided for a continuous period of at least five years following expiration of the term or termination of the Agreement, whichever occurs first.
iii. If the coverage is canceled or not renewed and is not replaced with another claims-made policy form with a retroactive date that is on or before the Effective Date of this Agreement, Consultant must provide extended EXHIBIT “B”
B-1
reporting coverage for a minimum of five years following expiration of the term or termination of the Agreement, whichever occurs first. The City has the right to procure, at Consultant’s cost, any extended reporting provisions of the policy if Consultant cancels or fails to renew the coverage.
iv. A copy of the claim reporting requirements must be submitted to the City before Consultant may begin performing services under this Agreement.
B. Required Endorsements . The insurance provided by Consultant must include the following endorsements as specified below. The endorsements must be executed by a person authorized to bind the issuing insurer. The endorsements are to be provided on forms provided, specified, or approved by the City. As an alternative to the City’s forms, Consultant’s insurer(s) may provide complete copies of all required insurance policies, including endorsements.
a. Additional Insured Endorsements: The General Liability and Automobile Liability policies are to contain, or be endorsed to contain, the following provisions:
i. The City, its o fficers, officials, employees, and volunteers (“ Additional Insureds”) will be covered as additional insureds with respect to all covered liability. This must be provided in the form of an additional insured endorsement to Consultant’s insurance policy, using form CG 20 10 11 85, forms CG 20 10 10 01 and GC 20 37 10 01, or equivalent approved by the City. For design professionals form CG 20 07 may be used. Alternatively, the additional insured endorsement may be provided as a separate owner’s policy that complies with all of the requirements set forth in this Exhibit “B”.
ii. The inclusion of more than one insured will not operate to impair the rights of one insured against another, and the policies will apply as though separate policies have been issued to each of the Additional Insureds.
iii. The insurance provided by Consultant is primary and no insurance or self - insurance held or owned by any of the Additional Insureds may be called upon to contribute to a loss or defense.
iv. Any failure by Consultant to comply with the reporting requirements for a policy will not affect nor abridge the coverage provided for any Additional Insureds.
v. The coverage or endorsement will not contain any limitations on the scope of protection available to the Additional Insureds.
b. Notice: Each insurance policy required by this clause must provide or be endorsed to state that coverage will not be reduced, canceled, or allowed to expire without at least thirty (30) days written notice to the City, unless due to non -payment of premiums, in which case ten (10) days written notice is required.
EXHIBIT “B”
B-1
c. Waiver of Subrogation: Each required policy must include an endorsement providing that the insurer will waive any right of subrogation it may have against the City. Consultant hereby agrees to waive subrogation which any insurer of Consultant may acquire from Consultant by virtue of the payment of any loss.
C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions for the required insurance policies are subject to prior approval by the City Manager. Before beginning performance of the Services, Consultant must disclose the amounts of the deductibles and self-insured retentions that apply to the required policies. If the City Manager determines that the deductible or self -insured retention for any required policy is unacceptably high, at the option of City, (1) the insurer must reduce or eliminate the deductible or self-insured retention with respect to the Additional Insureds, or (2) Consultant must provide a bond or financial guarantee satisfactory to the City guaranteeing payment of losses and relate d investigations, claim administration, and defense expenses. During the term of this Agreement, Consultant may not increase any deductibles or self -insured retentions with respect to the Additional Insureds, without the prior written consent of the City Manager. The City Manager may condition such consent upon Consultant procuring a bond or financial guarantee that is satisfactory in form to the City, guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
D. Subconsultants or Subcontractors . Consultant must ensure that each subconsultant or subcontractor is required to maintain the same insurance coverage required for Consultant under this Exhibit “B”, with respect to its performance of services, including the required endorsements. Consultant must confirm that each subconsultant or subcontractor has complied with these insurance requirements before the subconsultant or subcontractor is permitted to begin services under this Agreement. Upon request by the City, Consultant must provide certificates and endorsements submitted by each subconsultant or subcontractor to prove compliance with this requirement. The insurance requirements for subconsultants or subcontractors do not replace or limit Consultant’s insurance obligations.
EXHIBIT “B”
B-1
COMPENSATION
Advisory Consultant fee of Ten Thousand Dollars ($10,000.00) per annum, billed monthly in arrears to City ($833.33 per month), for fiduciary advisory consulting services for the City’s operating account(s) and for providing general financial consulting services to City.