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HomeMy WebLinkAbout2023 CON Chandler Asset Management Inc. - Investment Management ServicesDoou i n Envelope ID: 97E0E5F7-05B4-42A3-AEF4-8E5C2637431C AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND CHANDLER ASSET MENAGEMENT, INC. THIS AGREEMENT is entered into on this 6th day of June, 2023, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and CHANDLER ASSET MANAGEMENT, INC., a California corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide investment management and investment advisory services, as outlined in the attached Exhibit "A." WHEREAS, the CITY has determinedthat the CONSULTANT is an investment advisor registered with the SEC under the Investment Advisers Act of 1940 and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to perform investment management and advisory services, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on July 1, 2023. The duration of this Agreement is for the period of July 1, 2023 through June 30, 2026. Completion dates or time durations for specific portions of the project are set forth in Exhibit "A". This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to two one- year extensions. Any extension ofthis Agreement must be approved in writing by the City Council. 3. SCOPE OF SERVICES. The CONSULTANT shall provide investment management and investment advisory services in compliance with the ity's investment Policy attached hereto as "Exhibit B". The CONSULTANT shall provide services as set forth in the Exhibit "A". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance Dom Sign Envelope ID: 97E0E5F7-05B4-42A3-AEF4-8E5C2637431C by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. The Director of Administrative Services hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Mia Corral Brown thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed the schedule given in Exhibit "A" without prior written authorization from the City. Monthly fees shall be charged in arrears and debited directly from the balance of the CITY' S assets under management by the CONSULTANT, provided that work is accomplished consistent with Exhibit "A," as determined by,the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall: 1 be free from defects; (2) become the property of the CITY for use with respect to this project; and shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Standard Agreement Revised February 2023 Page 2 of 12 City of National City and Chandler Asset Management, Inc. Do mSi n Envelope ID: 97E0E5F7-05B4-42A3-AEF41.-8E5C2637431C Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY' S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY' S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect ofthe modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. . Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as employees, partners, or joint venturers with one another. However, the Consultant can act as the City's agent when transacting investment purchases or sales on the City's behalf. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY' S employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement, nor any interest herein, may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SU C NSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its S BC NSULTANT S shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY, nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as set forth in this Agreement. The CONSULTANT, or the CONSULTANTS agents, servants, or employees are not in any manner servants or employees of the CITY. The CONSULTANT and its agents, servants, and employees are wholly independent from the CITY and CONSULTANT'S obligations to the CITY are solely prescribed by this Agreement. 1 O. COMPLIANCE WITH APPLICABLE__ LAW. The CONSULTANT, in the performance ofthe services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of Standard Agreement Revised February 2023 Page 3 of 12 City of National City and Chandler Asset Management, Inc. Do u i n Envelope ID: 97E0E5F7-05B4-42A3-AEF4-8E5C263741,31C National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT S , shall obtain and maintain a current City ofNational City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES PERMITS ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. CONSULTANT must promptly produce a copy of any such license, permit, or approval to CITY upon request. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this. Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members ofthe CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall . take all special precautions necessary to protect the CONSULTANT'S. employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to`use due diligence under this sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY' S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical: condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship, The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. Standard Agreement Revised February 2023 Page 4 of 12 City ofNational City and Chandler Asset Management, Inc. Do u i n Envelope ID: 97E0E5F7-05B4-42A3-AEF4-8E5C2637431C 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation o.f this Section 14, however, shall not apply to any part of the information that (0 has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in, publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligationof confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only. to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusi ns or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AN HOLD HARMLESS. To the maximum extent provided by law, the CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents,, employees, andvolunteers against_ and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees or volunteers. CITY will cooperate 'reasonably in the defense of any action,. and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 1 6. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 16.1 PERS li Indemnification. If CONTRACTOR' s employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONTRACTOR ACTO shall indemnify, defend, and hold harmless CITY. for the payment of any employer andemployee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. Standard Agreement Revised February 03 Page 5 of 12 City of National City and Chandler Asset Management, Inc. Doou i n Envelope ID: 7E0E5F-05E4-42-AEF4W8E5 2 37'4 1 CONTRACTOR'S employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; be entitled to any benefits under PERS; enroll in PERS as an employee of CITY; 4 receive any employer contributions paid by CITY for PERS benefits; or be entitled to any other PERS-related benefit that would accrue. to a CITY employee. CONTRACTOR's employees hereby waive any claims to benefits or compensation described in this Section 16. This Section 16 applies to CONTRACTOR notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. 16.2 Limitation of CITY Liability. The payment made to CONTRACTOR under this Agreement shall be the full and complete compensation to which CONTRACTOR and CONTRACTOR' s officers, employees, agents, and subcontractors are entitled for performance of any work under, this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave or otherfringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of CONTRMTOR. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR. 16.3 Indemnification for Employee Payments. CONTRACTOR agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which , the CITY may be required to make on behalf of(1) CONTRACTOR, 2 any employee of CONTRACTOR, or any employee of CONTRACTOR R construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 17. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 18. INSURANCE. The CONSULTANT, SULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTA TT S , when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles. The policy shall name the . CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided, Standard Agreement Revised February 2023 Page 6 of 12 City of National City and Chandler Asset Management, Inc, Do u ign Envelope ID: 97E0E5F7-05B4-42A3-AEF4-8E5C2637431C C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000000 umbrella policy, covering all bodilyinjury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. I. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability in urance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT T has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. L. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribite to any loss under said insurance. Said policies shall provide for thirty 3 days prior written notice to the CITY's Risk Manager, at the address listed in subsection U below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the . CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. shall be: G. The Certificate Molder for all policies of insurance required by this Section City of National City co Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of e lu .l financial stability that is approved by the CITY' S Risk Manager. In the event coverage is provided by non - admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers "L RLI" and otherwise meet rating requirements. I, This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY' S Risk Manager. If the CONSULTANT does not keep all insurance policies required by this Section 18 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. Standard Agreement Revised February 2023 Page 7 of 12 City of National City and Chandler Asset - Management, Inc, Do u ign Envelope ID:, 97E0E5F7-05B4-42A3-AEF4-8E5C2637431 J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 18, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 19. jEG4L.FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of -court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated. that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT T in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: 1 the fling of a petition in bankruptcy affecting the CONSULTANT; T; a reorganization of the CONSULTANT for the benefit of creditors; or a business reorganization, change in business name or change in business statusof the CONSULTANT. T. Standard Agreement Revised February 2023 Page 8 of 12 City of National City and Chandler Asset Management, Inc. Doou i n Envelope CD: 97E0E5F7-05B4-42A3-AEF4-8E5C2637431C 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registeredor certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of i if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five days (ten 1 days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request., demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Molly Brennan Director of Administrative Services Administrative Services City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: .Mia Corral Brown Regional Director Chandler Asset Management, Inc. 6225 Lusk Boulevard San Diego, CA 92121 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT T shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code, The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT T has a financial interest as defined in Government Code Section. 87103. The CONSULTANT T Standard Agreement Revised February 2023 Page 9 of 12 City of National City and Chandler Asset Management, Inc. Do w ign Envelope ID: 97E0E5F7-05B4-42A3-AEF4-8E5C2637431C represents that it has no knowledge of any financial interests that wouldrequire it to disqualify itself from any matter on which it might perform services for the CITY. If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, ically, the CONSULTANT shall file a Statement of Economic is Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 22 by the CONSULTANT. ■ 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 17 0. , 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations,. 24. ADMINISTRATIVE TIVE RO ISIONS. A. Computation o,f Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday,then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Cu. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are 'not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person. or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Assignment & Assumption of Rights. CONSULTANT shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. Waiver. The waiver or failure to enforce any provision' of this Agreement shall not operate as a waiver 'of any future breach of any such provision or any other provision hereof. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California.. Standard Agreement Revised February 2023 Page 10 of 12 City of National City and Chandler Asset Management, Inc. D ou ign Envelope ID: 97E0E5F7-05134-42A3-AEF4-8E5C2637431C J. Audit. If this Agreement exceeds ten -thousand dollars 1 , 00 , the parties shall be subject to the examination and audit of the State Auditor for a period of three years after final payment under the Agreement, per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the snbconsultants shall be required to comply with and agree to, for the benefit of and in favor ofthe CITY, both the insurance provisions in Section 18 and the indemnification and hold harmless provision of Section 15 of this Agreement. 1 . Construction. The parties acknowledge and agree that i each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement,(hi) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professionaladvisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreedto enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WJTN S S WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. Standard Agreement Revised February 2023 Page 11 of 1 City of Iati onai City and Chandler Asset Management, Inc. DoowSign Envelope ID: 07E0E5F7-05B4-4 A3-AEF4-8E5 26 7431 CITY OF NATIONAL CITY By: I c orrison, Mayor APPROVED S TO FORM: By: Barry J. Sci it City Attor ey Standard Agreement Revised February 2023 CHANDLERASSET MANAGEMENT, INC (roiporatk m signatures of two corporate officers required} (Partnership or Sole proprietorship — one signature) DocuSigned by: NAit, Ors B r • fif7F BA4 D-274F6 - Signature Page 12 of 12 Nicole Dragoo hief Eecutive Officer UocuSiyned by: Lik414 tAi (,sscLL (Signal ure Martin Cassell Chief Financial Officer 'ity..ofNational City and Chandler Asset Management, Inc. Dow Sign Envelope ID: 97E0E5F7-05B442A3-AEF4-8E5C2637431C Standard Agreement Revised February 2023 Page 13 of 12 City of National City and Chandler Asset Management, Inc. Dom Sign Envelope ID: 97E0E5F7-051311.-42A3-AEF4-8E5C2637431C Exhibit "" CHANDLER ASSET MANAGEMENT, INC. SCOPE OF SERVICES OTHER TERMS AND CONDITIONS 1. Scope ofServices. CHANDLER ASSET MANAGEMENT, INC. ("CONSULTANT") shall provide investment management and investment advisory services for the CITY OF NATIONAL CITY ("CITY") on all funds authorized by the CITY to be managed by the CONSULTANT. Other servcices to be provided to the CITY by the CONSULTANT T include, but are not limited to the following: a. developing and implementing sound investment strategies which will maximize the portfolio's performance within the parameters of the adopted investment policy and California government codes; b. providing technical and fundamental market research, including yieldcurve analysis; es providing credit analysis of investment instruments in the portfolio; d. providing monthly investment reports . for the portfolio detailing holdings, composition and sector analysis, return, weighted average maturity, and daily transaction activity; es providing the CITY with on-line access to its current investment account information; f. providing semi-annual and annual performance reports, as needed; gs reviewing safekeeping and custodial procedures and agreements; h. at a minimum, meeting with CITY staff on a quarterly basis to review the investment portfolio and investment performance; i. at a minimum, delivering semi-annual presentations to the City Council of the City of National City on the performance of the CITY'S portfolio; j . as needed, advising the CITY on recommended changes to 'its' investment policy 'based upon legislative changes and other relevant market conditions and attending the City Council meeting in which the annual update to the investment policy is presented, if requested by -the CITY; 1. assisting the CITY in analyzing its cash flow requirements to determine the amount of funds to be invested; 1. assisting the CITY in determining its investment risk tolerance and appropriate portfolio benchmark; ark; m. providing other services as agreed upon. 2. Fees. The CITY shall compensate the CONSULTANT an amount calculated on the average market value of the CITY' S assets under managment by the CONSULTANT, including accrued interest, in accordance with the following schedule: D cu ign Envelope ID: 97E0E5F7-05B4-42A3-AEF4-8E5C2637431C Assets under Management Annual Asset Management Fee First $10 million 0.10 of 1% 00 basis points) Next $30 million 0.08 of 1% basis points) Assets in excess of 4 million 0.06 of 1% basis points) The fees expressed above do not include custody fees the CITY may incur for third party custodial services. Fees shall be prorated to the effective date of termination on the basis of actual days elapsed, and any unearned portion of prepaid fees shall be refunded. The CITY is not required to pay any start-up or closing fees; there are not penalty fees. Fees shall be charged monthly in arrears and debited directly for the CITY' S third party. custody account. 3. CITY Representative. nta�. In its capacity as investment manager, the CONSULTANT T shall receive all instructions, directions, and other communications on the CITY' S behalf regarding the CITY' S account from the Director of Administrative Services ("Representative"). The CONSULTANT is hereby authorized to rely and act upon all such instructions, directions, and communications rom the Representative or any agent designated by the Representative. 4. Investment Policy. In investing and reinvesting the CITY' S assets., the CONSULTANT shall comply with the CITY'S investment policy attached hereto as "Exhibit 2" 5. Authority_oCONSULTANT. The CONSULTANT is hereby granted full discretion to 'invest and reinvest all assets under its management in any type of security it deems appropriate, subject to the instructions given or guidelines set by the Representative. 6. Electronic Delivery. From time to time, the CONSULTANT may be required to deliver certain documents to the CITY, such as account information, notices, and required disclosures. The CITY hereby consents to the CONSULTANT'S S use of electronic means, such as e-mail, to make such delivery. This delivery may include notification of the availability of such document(s) on a website, and the CITY agrees that such notifications will constitute "delivery." The CITY further agrees to provide the CONSULTANT with the CITY' S e-mail address(es) and to keep this information current at all times by promptly notifying the CONSULTANT of any change in e-mail address(es). CITY e-mail addresses: :M t nan viati0 t ..gov; Ibarrera ' national.cit ca. ov 7. Proxy Voting. The CONSULTANT will vote proxies on behalf of the CITY unless otherwise instructed. The CONSULTANT has adoptedand implemented written policies and procedures and will provide the CITY with a description of the proxy voting procedures upon request. The CONSULTANT will provide .formation regarding how the CITY'S proxies were voted upon request.. DomSign Envelope ID: 7E0E F -0 B4-4 - EF4- E D 74 1 D 8. Custody of Securities and Funds. The CONSULTANT shall not have custody or possession of the funds or securities that the CITY has placed under its management. The CITY shall appoint a custodian . to take and have possession of its assets. The CITY recognizes the importance of comparing statements received from the appointed custodian to statements received from the CONSULTANT. The CITY recognizes that the fees expressed above do not include fees the CITY will incur for custodial services. 9. valuation. The CONSULTANT will value securities held in portfolios managed by the CONSULTANT T no less than monthly. Securities or investments in the portfolio will be valued in a manner determined in good faith by the CONSULTANT T to reflect fair market value. 10. Investment Advice. The CITY recognizes that the opinions, recommendations, and actions of the CONSULTANT will be based on information deemed l it to be reliable, but not guaranteed to or by it. Provided that the CONSULTANT acts in good faith, the CITY agrees that the CONSULTANT will not in any way be liable for any error in judgment or for any act or omission, except as may otherwise be provided for under the Federal Securities laws or other applicable laws. 11. Payment of Cowaissions. The CONSULTANT T may place buy and sell orders with or through such brokers or dealers as it may select. It is the policy and practice of the CONSULTANT to strive for the best price and execution and for commissions and discounts which are competitive in relation to the value ofthe transaction and which comply with Section 28(e) of the Securities and Exchange Act. Nevertheless, it is understood that the CONSULTANT may pay a commission on transactions in excess of the amount another bioker er or dealer may charge, and that the CONSULTANT . makes no warranty or representation regarding commissions paid on transactions hereunder. 12. Other Clients. It is further understood that the CONSULTANT may be acting in a similar capacity for other institutional and individual clients, and that investments and reinvestments for the CITY' S portfolio may differ from those made or recommended with respect to other accounts and clients, although the investment objectives may be the same or similar. Accordingly, it is agreed that the CONSULTANT will have no obligation to purchase or sell for the CITY' S account any securities which it may purchase or sell for other clients. 13. Receipt of Bochure and Privacy Polio, Receipt of Brochure and Privacy Policy. The CITY has received the disclosure statement or "brochure" also known as Part 2A of Form ADV, required to be delivered pursuant to Rule 204-3 of the Investment Advisers Act of 1940 (Brochure). The CITY has received a copy of the CONSULTANT'S Privacy Policy. RESOLUTION NO. 2023 - RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, CALIFORNIA, AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND CHANDLER ASSET MANAGEMENT, INC. FOR INVESTMENT MANAGEMENT AND ADVISORY SERVICES WHEREAS, on February 14, 2023, the City of National narl City issued a Request for Proposal (GS2223-1) to provide investment management and advisory services on behalf of the City; . and WHEREAS, the Review Committee determined that Chandler Asset Management, Inc. submitted the successful proposal; and WHEREAS, S, Chandler Asset Management, Inc, will provide the City of National City with investment management and advisory services for a three-year period from July 1, 2023 to June 30, 2026 with the option to extend the agreement for two additional one-year periods ending June 30, 2028. NOW, THEREFORE, THE CITY COUNCIL F THE CITY OF NATIONAL CITY, CALIFORNIA, DOES RESOLVE, LVE, DECLARE, DETERMINE, AND ORDER AS FOLLOWS: Section 1: That the City Council hereby authorizes the authorizes the Mayor to execute the agreement for a three-year period from July 1, 2023 to June 30, 2026 with the option to extend the agreement for two additional one-year periods ending June 30, 2028. Section 2: That the City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions. PASSED and ADOPTED this 20th day of June, 2023. Ron Morrison, Mayor ATTEST: Shelley Chapel, MMC, City Clerk APPROVED AS TO FORM: Barry J. Schultz, City Attorney