CC Resolution 13135 - Contract with Chandler Asset Management to Provide Investment Advisory Services RESOLUTION NO. 13135
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL
APPROVING AND AWARDING A CONTRACT WITH CHANDLER ASSET MANAGEMENT IN
AN AMOUNT NOT TO EXCEED $225,000, TO PROVIDE INVESTMENT ADVISORY
SERVICES FOR A PERIOD OF UP TO THREE (3) YEARS, WITH OPTIONS FOR THE CITY
TO RENEW UP TO TWO (2) ADDITIONAL ONE (1) YEAR SERVICE CONTRACTS, FOR A
TOTAL OF UP TO FIVE (5) YEARS, AND AUTHORIZING THE CITY MANAGER TO EXECUTE
SAID AGREEMENT AS SPECIFIED IN CAMPBELL MUNICIPAL CODE SECTION 3.20.100
WHEREAS, as of the quarter ending September 30, 2023, the City's total pooled investment
portfolio equaled $93.21 million; managed exclusively by City staff including the Finance Director
and one (1) Accountant. Additionally, of the $93.21 million invested, $47.65 million is restricted
Measure 0 General Obligation (GO) bond proceeds to renovate the City's Library and to construct
a new City Police Station; and
WHEREAS, on September 5, 2023, City Council approved the Fiscal Year (FY) 2023-24 City of
Campbell Investment Policy Update via Resolution 13042; and
WHEREAS, on November 7, 2023, the City Council approved the issuance of Request for
Proposals (RFP) for Investment Advisory Services via Resolution 13074 and an RFP was issued
the next day with a submission deadline of December 8, 2023; and
WHEREAS, by the RFP deadline, five (5) Investment Advisory Services firms submitted responsive
proposals; and
WHEREAS, based on the makeup of Campbell's investment portfolio and staffs experience with
it the last 4+ years, the desired Scope of Services in the RFP, and the weighted evaluation criteria
show below, the Finance Director and Accountant reviewed all proposals and moved forward three
(3) Investment Advisory Services firms for interviews with the Finance Sub-Committee on February
9, 2024; and
WHEREAS, based on feedback, discussion, and evaluation after the February 9th interview
process, the Finance Subcommittee and staff agreed that two firms were the best able to meet the
City's needs; with a third eliminated from consideration As such, the Finance Subcommittee asked
staff to check references of the top two (2) firms and compare their fee schedules and investment
return performance so as to develop a final staff recommendation; and
WHEREAS, based on the pre-interview evaluation process, the interview process, and the post-
interview evaluation process detailed above, staff determined that Chandler Asset Management is
the best able to provide Investment Advisory Services to the City of Campbell in the short and long
term; and
WHEREAS, the Finance Sub-Committee reconvened on February 23, 2024 to discuss the further
due diligence that staff performed on the top two finalists since their February 9th meeting and
agreed with staff's recommendation that a contract award be made to Chandler Asset Management
at the March 19, 2024 Council meeting (continued from March 5, 2024); and
WHEREAS, if required, budget adjustments will be made accordingly to accommodate the service
needs of future contract years and/or to offset any other fiscal impacts at that time.
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Campbell hereby
authorizes: 1) the approval and award of a contract with Chandler Asset Management in an amount
not to exceed $225,000, to provide investment advisory services for a period of up to three (3)
years, with options for the City to renew up to two (2) additional one (1) year service contracts, for
a total of up to five (5) years; and 2) the City Manager to execute said agreement as specified in
Campbell Municipal Code Section 3.20.100.
PASSED AND ADOPTED this 19th day of March, 2024, by the following roll call vote:
AYES: Council Members: Bybee, Furtado, Scozzola, Lopez, Landry
NOES: Council Members: None
ABSENT: Council Members: None
APPROVED: k
Susan M.Landry, May r
ATTEST:
//
Andrea SanderssCity Clerk
CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
This Agreement is entered into at Campbell, California on the 20th day of
March, 2024, by and between the CITY OF CAMPBELL (hereinafter referred to as "City")
and Chandler Asset Management, Inc. (hereinafter referred to as "Consultant").
WHEREAS, City desires to obtain Investment Advisory Services; and
WHEREAS, Consultant represents that it has the expertise, means, and ability to perform
said reviews and City Surveyor assignment;
NOW, THEREFORE, in consideration of each other's mutual promises, Consultant and
City agree as follows:
1. DUTIES OF CONSULTANT
1.1 Consultant agrees to perform services as set forth in Exhibit A- Scope of Services,
attached hereto and incorporated herein by reference, and which shall be interpreted together and
in harmony with this Agreement. In the event of any conflict between Exhibit A and this
Agreement, this Agreement shall govern, control, and take precedence.
1.2 Consultant's project manager will meet with the City's project coordinator prior to
commencement of the project to establish a clear understanding of the working relationships,
authorities, and management philosophy of City as it relates to this Agreement.
1.3 Consultant, working with the City, will gather available existing information
concerning the project, and shall review documents as necessary for compliance with the
project's objectives.
1.4 In performance of this Agreement by Consultant, time will be of the essence.
1.5 Notwithstanding Section 1.4, Consultant shall not be responsible for delay caused
by activities or factors beyond Consultant's reasonable control, including delays or by reason of
strikes, work slow-downs or stoppages, or acts of God.
1.6 Consultant agrees to perform this Agreement in accordance with the highest
degree of skill and expertise exercised by members of Consultant's profession working on
similar projects under similar circumstances.
1.7 Consultant shall cooperate in good faith with City in all aspects of the
performance of this Agreement.
1.8 In the course of the performance of this Agreement, Consultant shall act in the
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City's best interest as it relates to the project.
1.9 All activities of Consultant, its employees, subcontractors and/or agents will be
carried out in compliance with all applicable federal, state, and local laws and regulations.
1.10 The designated project manager for Consultant shall be Neil Murthy, Senior
Relationship Manager. The Consultant's project manager shall have all the necessary authority
to direct technical and professional work within the scope of the Agreement and shall serve as
the principal point of contact with the City and the City's project coordinator. The authorized
principal of Consultant executing this Agreement for the Consultant shall have authority to make
decisions regarding changes in services, termination and other matters related to the performance
of this agreement on behalf of Consultant.
1.11 The Consultant (and its employees, agents, representatives, and subconsultants), in
the performance of this Agreement, shall act in an independent capacity and not as officers or
officials or employees or agents of the City. The City shall not direct the work and means for
accomplishment of the services and work to be performed hereunder. The City, however, retains
the right to require that work performed by Consultant meet specific standards consistent with
the requirements of this Agreement without regard to the manner and means of accomplishment
thereof. Subcontractors shall assume all of the rights, obligations and liabilities, applicable to it
as an independent contractor hereunder. Consultant represents and warrants that it (i) is fully
experienced and properly qualified to perform the class of work and services provided for herein,
(ii) has the financial capability and shall finance its own operations required for the performance
of the work and services and (iii) is properly equipped and organized to perform the work and
services in a competent, timely and proper manner in accordance with the requirements of this
Agreement. Consultant agrees to comply with AB5, codified at Labor Code section 2750.3, and
shall indemnify, defend and hold harmless the City, its officers, officials, directors, agents
representatives, volunteers, and employees against any claim or liability, including attorneys'
fees and costs, arising in any manner related to this Agreement that an employee, agent or others
under Consultant's supervision or control was misclassified.
1.12 This Agreement contains provisions that permit mutually acceptable changes in
the scope, character or complexity of the work if such changes become desirable or necessary as
the work progresses. Adjustments to the basis of payment and to the time for performance of the
work, if any, shall be established by a written contract amendment (approved and executed by
the City) to accommodate the changes in work.
2. DUTIES OF CITY
2.1 City shall furnish to Consultant all available and pertinent data and information
requested by Consultant to facilitate the preparation of the documents called for in this
Agreement. Consultant shall be entitled to reasonably rely on accuracy and completeness of such
information, provided that Consultant shall make any additional investigation reasonably
necessary to confirm such information and provide City prompt written notice of any known or
discovered defects in such data and information.
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2.2 City shall provide contract administration services. City shall notify Consultant of
required administrative procedures and shall name representatives, if any, authorized to act in its
behalf.
2.3 City shall review documents submitted by Consultant and shall render decisions
pertaining thereto as promptly as reasonably possible.
3. COMPENSATION
3.1 For the full performance of the services described herein by Consultant, City
agrees to compensate Consultant for all services and direct costs associated with the performance
of the project in an amount not to exceed $225,000 over the base three (3) year term of the
agreement and $75,000 in any one year as follows:
a. Once each month, Consultant shall submit for payment by City, an itemized invoice for
services performed during the previous billing period. The invoice shall describe the services
rendered and the title of the item of work, and shall list labor hours by personnel classification.
Said invoice shall be based on all labor and direct expense charges made for work performed on
the project. Labor charges shall be in accordance with the fee schedule found in Exhibit A of
this Agreement. City shall pay Consultant for services rendered and approved by the City within
30 days from the date the itemized invoice is received by the City, subject to the maximum not to
exceed amount specified above and the City's right to object.
b. Direct costs are those outside costs incurred on or directly for the project, and
substantiated with invoices for the charges. Direct expenses include printing, reproduction, and
delivery charges.
3.2 If Consultant incurs other costs which are not specifically covered by the terms of
this Agreement, but which are necessary for performance of Consultant's duties, City may
approve payment for said costs if authorized in writing by the City in advance.
3.3 City may order changes in the scope or character of services in writing, including
decreasing the amount of Consultant's services. In the event that the work is decreased,
Consultant is entitled to full compensation for all services performed and expenses incurred prior
to receipt of notice of change. Under no conditions shall Consultant make any changes to the
work, either as additions or deductions, without the prior written order of the City. In the event,
that the City determines that a change to the work or services from that specified in this
Agreement is required, the contract time and/or actual costs reimbursable by the City for the
project may be adjusted by contract amendment or change order to accommodate the changed
work. The maximum not to exceed total amount specified in this Article 3 (Compensation) shall
not be exceeded, unless authorized by written contract amendment or change order, approved
and executed by the City. Consultant shall obtain prior written approval for a revised fee
schedule from the City before exceeding such fee schedule. Only City's authorized
representative(s) is authorized to approve changes to this Agreement on behalf of City.
3.4 In no event, will the Consultant be reimbursed for any costs or expenses at any
rates that exceed the rates for set forth in the fee schedule found in Exhibit A.
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3.5 Consultant agrees that the payments to Consultant specified in this Article 3
(Compensation) will constitute full and complete compensation for all obligations assumed by
Consultant under this Agreement. Where conflicts regarding compensation may occur, the
provisions of this section apply.
4. SUBCONSULTANTS
4.1 Consultant may not subcontract any services required under this Agreement
without the prior written consent of the City.
4.2 Consultant shall be responsible to City for the performance of any and all
subconsultants who perform work under this contract, and any acts of negligence or misconduct
on their part. Consultant is solely responsible for all payments due to subconsultants.
4.3 Consultant shall require and verify that all subcontractors maintain insurance
meeting all of the requirements stated herein, including naming the City of Campbell, its
officers, officials, directors, agents representatives, volunteers, and employees as additional
insureds. Any modification to the insurance requirements for subcontractors must be agreed to
by the City in writing.
4.4 If at any time, the City determines any subcontractor is incompetent or
unqualified, Consultant will be notified and will be expected to immediately cancel the
subcontract.
5. OWNERSHIP OF DOCUMENTS AND MATERIALS
All original drawings, documents,papers, data,materials,photographs, negatives and other work
products prepared by the Consultant and/or its subconsultants in the performance of the services
encompassed in this Agreement (whether in printed or electronic format) ("project-related
documents and materials") shall be the property of the City and may be used on this project
without the consent of the Consultant or its subcontractors. City acknowledges that such
drawings, documents, and other items are instruments of professional services intended for use
only on the subject project. Consultant agrees that all copyrights which arise from creation of
the Project-related documents and materials pursuant to this Agreement shall be vested in the
City and waives and relinquishes all claims to copyright or other intellectual property rights in
favor of the City. Any project-related documents and materials related to this Agreement shall
be confidential, not to be used by the Consultant on other projects or disclosed to any third party,
except by agreement in writing by the City, or except as otherwise provided herein. Upon the
completion or termination of this Agreement for any reason, the City shall be entitled to receive,
and Consultant shall promptly provide to the City upon request, all finished and unfinished
project-related documents and materials, produced or gathered by or on behalf of Consultant that
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are in Consultant's possession, custody or control. Consultant may retain copies of said
documents and materials for its files. In the event of termination, any dispute regarding
compensation.or damages shall not hinder,prevent, or otherwise impact the City's right to
promptly receive and use such documents and materials which are the sole and exclusive
property of the City.
6. TERMINATION
6.1 Notwithstanding any other provision of this Agreement, City may terminate this
Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to
Consultant not less than 30 calendar days prior to an effective termination date. In the event of
such termination, Consultant shall have the right and obligation to immediately assemble the
work then in progress for the purpose of completing the work and turning over all materials and
documents to City.
6.2 In the event of such termination, Consultant shall be compensated for all work and
services performed to the point of termination in accordance with the payment provisions set
forth in Section 3.1, unless the termination is for cause, in which event Consultant need be
compensated only to the extent required by law.
6.3 Upon notice of termination by City, the Consultant will immediately act to not
incur any additional obligations, costs or expenses, except as may be reasonably necessary to
terminate its activities. All finished or unfinished work or documents procured or produced under
the Agreement will become property of the City upon the termination date. In the event of
Consultant's failure to perform pursuant to the Agreement, the City reserves the right to obtain
services elsewhere and Consultant will be liable for the difference between the prices set forth in
the terminated Agreement and the actual cost to the City. Termination of the Agreement pursuant
to this paragraph shall not relieve the Consultant of any liability to City for additional costs,
expenses, or damages sustained by City due to failure of the Consultant to perform pursuant to
the Agreement. City may withhold any payments to Consultant for the purpose of set off until
such time as the exact amount of damages due City from Consultant is determined. After the
effective date of termination, Consultant will have no further claims against the City under the
Agreement. No other compensation will be payable for anticipated profit on unperformed
services.
7. AUDIT AND INSPECTION
Consultant shall permit authorized representatives of City to inspect and audit all data and
records relating to its performance under this Agreement for a period of three years following
acceptance of the final study.
8. EQUAL EMPLOYMENT OPPORTUNITY
Consultant agrees to refrain from discriminatory employment practices on the basis of
race, religious creed, color, sex, national origin, handicap, sexual orientation, marital status,
medical condition, disability, ancestry, organizational affiliation, military or veteran status, or
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any other consideration made unlawful by local, State or Federal law, of any employee of, or
applicant for employment with, such Consultant or subcontractor. City requires Consultant to
comply with all applicable Federal and State and local equal employment opportunity laws and
regulations.
9. INSURANCE AND INDEMNIFICATION
9.1 With respect to any design professional services provided by Consultant, the Consultant
agrees to indemnify, and hold harmless the City, its officers, and employees to the fullest extent
allowed by law from any and all claims, actions, causes of action, damages, liabilities and losses,
that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant, except for any claims, actions, causes of action, losses, damages or liabilities
proximately caused by the sole negligence or willful misconduct of City. City shall not be liable
for acts of Consultant in performing services described herein. Notwithstanding anything in this
paragraph to the contrary, any defense costs charged to the design professional under this
paragraph shall not exceed the design professional's proportionate percentage of fault, except:
a. That in the event one or more defendants is unable to pay its share of defense costs due to
bankruptcy or dissolution of the business, the design professional shall meet and confer with the
other parties regarding unpaid defense costs in good faith effort to agree on the allocation of
those costs amongst the parties; and
b. Where a project-specific general liability policy insures all project participants for general
liability exposures on a primary basis and also covers all design professionals for their legal
liability arising out of their professional services on a primary basis, then there shall be no
limitation on the design professional's duty to provide a defense and cover the City's cost of
defense.
With respect to all matters other than those covered by the foregoing paragraph, Consultant
agrees to indemnify, defend (with counsel reasonably satisfactory to the City) and hold harmless
the City, its officers, officials, directors, agents representatives, volunteers, and employees to the
fullest extent allowed by law from and against any and all claims, actions, causes of action,
losses, damages, liabilities and costs of every nature, including attorneys' fees and costs
(collectively, "Losses") including but not limited to all claims, actions, causes of action, losses,
damages, liabilities for property damage, bodily injury, or death, and all costs of defending any
claim, caused by or arising out of, or alleged to have been caused by or arise out of, in whole or
in part, Consultant's performance under this Agreement, except for any claims, actions, causes of
action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful
misconduct of City. City shall not be liable for acts of Consultant in performing services
described herein.
In no event shall this section be construed to require indemnification by the Consultant to a
greater extent than permitted under the public policy of the State of California; and in the event
that this contract is subject to California Civil Code section 2782(b), the foregoing indemnity
provisions shall not apply to any liability for the active negligence of the City.
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The defense and indemnity provisions obligations of this Agreement are undertaken in addition
to, and shall not in any way be limited by the insurance obligations contained in this Agreement.
The foregoing indemnity provisions are intended to fully allocate the parties' risk of liability to
third-parties; and there shall be no rights to indemnity or contribution, in law or equity or
otherwise between the parties that are not set forth in this section. Consultant waives all rights to
subrogation for any matters covered by the provisions of this section. Consultant's responsibility
for such defense and indemnity obligations as set forth in this section shall survive the
termination or completion of this Agreement for the full period of time allowed by law.
9.2 Consultant shall maintain insurance conforming to the following specifications to the
fullest amount allowed by law for a minimum of three (3) years following the termination or
completion of this Agreement:
A. Types of Coverage
The policies shall afford the following types of coverage:
1. Commercial General Liability;
2. Automotive;
3. Workers' Compensation and Employer Liability; and
4. Professional Liability and/or Errors and Omissions
B. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. For Commercial General Liability: Insurance Services Office (ISO) CGL
Form 00 01 11 85; and
2. For Automotive Liability: ISO CA 00 01 06 92 including symbol 1(any
auto); and
3. For Workers' Compensation: insurance as required by the Labor Code of
the State of California and Employer's Liability insurance; and
4. For Professional Liability and/or Errors and Omissions: insurance covering
negligence committed by or on behalf of Consultant in rendering services
to City.
C. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for
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bodily, personal injury and property damage. If Commercial General Liability Insurance
or other form with a general aggregate limit is used, either the general aggregate limit
shall apply separately to this project/location or the general aggregate limit shall be twice
the required occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for
bodily injury and property damage.
3. Workers' Compensation and Employer's Liability: Workers'
Compensation limits as required by the Labor Code of the State of California and
Employer's Liability limits of $1,000,000 per accident. The Worker's Compensation
policy must be endorsed with a waiver of subrogation in favor of the City for all work
performed by the Consultant and its employees.
4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim
and $2,000,000 in the annual aggregate.
The limits of insurance required in this Agreement may be satisfied by a combination of
primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain
or be endorsed to contain a provision that such coverage shall also apply on a primary and
non-contributory basis for the benefit of City (as agreed to in this Agreement) before the
City's own insurance or self-insurance shall be called upon to protect it as a named
insured.
D. Deductible and Self-Insured Retention
Any deductibles or self-insured retention must be declared to and approved by the
City, and shall not reduce the limits of liability. At the option of the City, either: the
insurer shall reduce or eliminate such deductibles or self-insured retention as respects the
City, its agents, officers, attorneys, employees, officials and volunteers; or the Consultant
shall procure a bond guaranteeing payment of losses related to investigations, claim
administration, and defense expenses. Policies containing any self-insured retention
provision shall provide or be endorsed to provide that the self-insured retention may be
satisfied by either the named insured or the City.
E. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverage:
a. The City, its agents, officers, attorneys, employees, officials and
volunteers are to be covered as additional insureds as respects: liability arising out
of this Agreement performed by or on behalf of the Consultant, products and
completed operations of the Consultant, premises owned, occupied or used by the
Consultant, or automobiles owned, leased, hired or borrowed by the Consultant. It
is a requirement of this Agreement that any available insurance proceeds broader
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than or in excess of the specified minimum insurance coverage requirements
and/or limits set forth in this Agreement shall be available to the City as an
additional insured. Furthermore, the requirements for coverage and limits shall be
(1) the minimum coverage limits specified in this Agreement, or (2) the broader
coverage and maximum limits of coverage of any insurance policy or proceeds
available to the named insured, whichever is affords greater coverage.
b. The Consultant's insurance coverage shall be primary insurance as
respects the City, its agents, officers, attorneys, employees, officials and
volunteers. Any insurance or self-insurance maintained by the City, its agents,
officers, attorneys, employees, officials and volunteers shall be excess of the
Consultant's insurance and shall not contribute with it.
c. Any failure to comply with reporting provisions of the policies
shall not affect coverage provided to the City, its agents, officers, attorneys,
employees, officials, and volunteers.
d. The Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought except with respect to the limits of
the insurer's liability.
2. Workers' Compensation and Employer's Liability Coverage: The insurer
shall agree to waive all rights of subrogation against the City, its agents,
officers, attorneys, employees, officials, and volunteers for losses arising
from work performed by the Consultant for the City.
3. All Coverages: Any unintentional failure to comply with reporting
provisions of the policies shall not affect coverage provided to the City;
and unless otherwise approved by the City, each insurance policy required
by this clause shall be endorsed to state that coverage shall not be canceled
by either party, except after thirty (30) days prior written notice by regular
mail has been given to the City, or ten (10) days for cancellation for non-
payment of premium.
F. Suspension or Cancellation
If any of the coverages required by this Agreement should be suspended, voided,
cancelled or reduced in coverage during the term of this Agreement, Consultant shall
immediately notify City and replace such coverage with another policy meeting the requirements
of this Agreement.
G. Subcontractors
Consultant agrees that any and all contracts with subcontractors for performance of any
matter under this Agreement shall require the subcontractors to comply with the same indemnity
and insurance requirements set forth in this Agreement to the extent that they apply to the scope
of the subcontractors' work. Subcontractors are to be bound to contractor and to City in the same
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manner and to the same extent as the Consultant is bound to City under this Agreement.
Subcontractors shall further agree to include these same provisions with any sub-subcontractor.
A copy of this Agreement will be furnished to the subcontractor on request. The Consultant shall
require all subcontractors to provide a valid certificate of insurance and the required
endorsements included in the Agreement prior to commencing any work, and will provide proof
of compliance to the City.
H. Acceptability of Insurers
Without limiting Consultant's indemnification provided hereunder, the policies of
insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a
current A.M. Best Rating of A:V and who is authorized to transact business in the State of
California, unless otherwise approved by the City.
I. Verification of Coverage
Consultant shall furnish the City with endorsements and certificates of insurance
evidencing coverage required by this clause. The certificates for each insurance policy are
to be signed by a person authorized by that insurer to bind coverage on its behalf. The
certificates are to be on forms acceptable to the City. Where required by statue, forms
approved by the Insurance Commissioner are to be submitted. All certificates are to be
received and approved by the City before work commences.
J. Special Risks/Circumstances
City reserves the right to modify these requirements, including limits, based on the
nature of the risk, prior experience, insurer, coverage, or other special circumstances and
provide notice to Consultant.
10. MISCELLANEOUS
10.1 This Agreement shall be binding on the heirs, executors, assigns and successors of
Consultant.
10.2 Neither party may assign this Agreement, or any portion hereof, without the prior
written consent of the other.
10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop
notice rights, which Consultant may have for the performance of services pursuant to this
Agreement.
10.4 Neither party's waiver of any term, condition or covenant, or breach of any term,
condition or covenant shall be construed as the waiver of any other term, condition or covenant
or waiver of the breach of any other term, condition or covenant.
10.5 This Agreement contains the entire Agreement between City and Consultant
relating to the project and the provision of services to the project. Any prior agreements,
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promises, negotiations, or representations not expressly set forth in this Agreement are of no
force or effect. Subsequent modifications to this Agreement shall be in writing and signed by
both City and Consultant.
10.6 If any term, condition or covenant of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this
Agreement shall be valid and binding on City and Consultant.
10.7 This Agreement shall be governed and construed in accordance with the laws of
the State of California.
10.8 All changes or amendments to this Agreement must be in writing and approved by
all parties.
10.9 The initial contract term shall commence upon execution of the contract by the
City and shall be for a three (3) year period, with two (2) optional one (1) years extensions unless
terminated sooner in accordance with the contract. Any extension of the Agreement shall be
mutually agreed upon in writing and shall require an amendment to the Agreement signed by
both parties.
10.10 Consultant owes the City a duty of undivided loyalty in performing the work and
services under this Agreement, including, but not limited to, the obligation to refrain from having
economic interests and/or participating in activities that conflict with the City's interests in
respect to the work and/or services and project. The Consultant shall list current clients who
may have a financial interest in the outcome of this Agreement. The Consultant hereby certifies
that it does not now have, nor shall it acquire any financial or business interest that would
conflict with the performance of services under this agreement. Consultant shall not make or
participate in making or in any way attempt to use Consultant's position to influence a
governmental decision in which Consultant knows or has reason to know Consultant has a direct
or indirect financial interest other than the compensation promised by this Agreement.
Consultant will immediately advise the City if Consultant learns of a financial interest of
Consultant's during the term of this Agreement.
10.11 City is a public agency subject to the disclosure requirements of the California
Public Records Act ("CPRA"). If Consultant's proprietary information is contained in documents
or information submitted to City, and Consultant claims that such information falls within one or
more CPRA exemptions, Consultant must clearly mark such information "Confidential and
Proprietary," and identify the specific lines containing the information. In the event of a request
for such information, City will make best efforts to provide notice to Consultant prior to such
disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to
prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate
remedy from a court of law in Santa Clara County before the City is required to respond to the
CPRA request. If Consultant fails to obtain such remedy within the time the City is required to
respond to the CPRA request, City may disclose the requested information without any liability
to Consultant. Consultant further agrees that it shall defend, indemnify and hold City harmless
against any claim, action or litigation (including but not limited to all judgments, costs, and
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attorney's fees) that may result from denial by City of a CPRA request for information arising
from any representation, or any action(or inaction), by the Consultant.
10.12 Neither party hereto shall be considered in default in the performance of its
obligation hereunder to the extent that the performance of any such obligation is prevented or
delayed by an act of God, natural disaster, pandemic, acts of terrorism, war, or other peril, which
is beyond the reasonable control of the affected party and without the negligence of the
respective Parties. Each party hereto shall give notice promptly to the other of the nature and
extent of any Force Majeure claimed to delay, hinder or prevent performance of the services
under this Agreement. Each Party will, however, make all reasonable efforts to remove or
eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently
pursue performance of its obligations in this Agreement. In the event either party is prevented or
delayed in the performance of its respective obligation by reason of such Force Majeure, there
may be an equitable adjustment of the schedule and Consultant compensation based on City's
sole discretion.
10.13 Except as City may specify in writing, Consultant shall have no authority, express
or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall
have no authority, express or implied, pursuant to this Agreement to bind City to any obligation
whatsoever.
10.14 Consultant warrants that Consultant, its subcontractors and/or agents (if any)
has/have complied with any and all federal, state, and local licensing requirements
10.15 Each party acknowledges that it has reviewed this Agreement and that the normal
rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement.
10.16 The signatories to this Agreement warrant and represent that each is authorized to
execute this Agreement and that their respective signatures serve to legally obligate their
respective representatives, agents, successors and assigns to comply with the provisions of this
Agreement.
10.17 This Agreement is entered into, and to be performed in Santa Clara County,
California, and any action arising out of or related to this Agreement shall be maintained in a
court of appropriate jurisdiction in Santa Clara County, California.
10.18 This Agreement may be executed in counterparts which shall, in the aggregate, be
deemed an original but all of which, together, shall constitute one and the same instrument. A
scanned, electronic, facsimile or other copy of a party's signature shall be accepted and valid as
an original.
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11. NOTICES
Notices required under this Agreement may be delivered by first class mail addressed to
the appropriate party at one of the following addresses:
CITY: City of Campbell
Attention:Will Fuentes, Finance Director
70 North First Street
Campbell, CA 95008
CONSULTANT: Chandler Asset Management, Inc.
Attention: Neil Murthy, Senior Relationship Manager
1901 Harrison Street; Suite 1100
Oakland, CA 94612
[SIGNATURES ON FOLLOWING PAGE]
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Having read and understood the foregoing Agreement, the undersigned parties agree to be bound
hereby:
CONSULTANT CITY OF CAMPBELL
/s/ /s/
Name Nicole Dragoo Name Brian Loventhal
Title Chief Executive Officer Title City Manager
Approved as to Form
/s/
City Attorney
Name William Seligmann
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Exhibit A-Scope of Services and Fees
Chandler(Consultant) shall provide qualified personnel for services that may include, but are not
limited, to the following:
1. Develop and implement sound investment strategies, which will achieve the City's
primary investment goals of safety and liquidity while also maximizing the portfolio's
return/performance within the parameters of the City's current Investment Policy and
California codes.
2. In partnership with City staff, manage all or a portion of the City's portfolio with
discretionary authority.
3. Provide technical and fundamental market research, including yield curve analysis.
4. Assist the City with cash flow/maturity analysis for both its primary operating funds and
its bond funds to be used for capital project purposes.
5. Provide credit analysis of investment instruments in portfolio.
6. Coordinate with City staff and provide monthly/quarterly/annual reporting of City funds
managed as well as inclusion of information relating to outside funds (i.e., Wells Fargo
checking accounts, LAIF or similar accounts, etc.). These reports will cover a range
including but not limited to: the local and national economy, the City's portfolio
holdings, composition and sector analysis, return, weighted average maturity, duration,
performance objectives, and policy compliance.
7. Attend selected quarterly meetings with staff in person or via teleconference, as well as
Finance Committee and City Council meetings as requested.
8. Evaluate market risk and develop strategies that minimize the impact on the portfolio.
9. Provide assurance of portfolio compliance with applicable policies and laws.
10. Establish an appropriate performance benchmark as part of reporting requirements.
11. Review investment policy annually and recommend appropriate amendments as well as
investment strategy for the upcoming fiscal year.
12. Ensure that portfolio structure matches the City's objectives and current investment
strategy.
13. Monitor the creditworthiness of financial institutions and the investments in the
portfolio.
14. Perform broker/dealer due diligence and maintain relations with approved security
brokers and dealers. Consultant may use their own brokers and dealers provided that
adequate due diligence is performed consistent with industry standards and best practice.
15. Coordinate with the City's third-party custodian(BNY) for safekeeping of securities.
16. Provide authorized City staff with online access to assets managed by consultant.
17. Answer questions from City staff and provide general guidance in related areas.
18. Assist with annual audit inquiries and reporting.
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Proposed Fee Schedule for the City of Campbell*
;+ Under Management: Annual met Marnagement,Fee
First 25 mm 10 bps(0.10 of 1%)
Next 25 mm 8 bps (0.08 of 1%)
Next 75 mm 6 bps (0.06 of 1%)
Over 125 mm 4 bps (0.04 of 1%)
*Minimum fee of$2,000/month
Chandler calculates fees based on the average balance of assets under our direct management
(market value including accrued interest), fees in dollars will fluctuate (higher or lower) based on
the actual portfolio value. Fees are charged monthly in arrears and can be debited directly from
your third-party custody account. Chandler does not charge fees on funds held in vehicles not
directly under our management, including Local Government Investment Pools and internally
managed liquid funds.
An example of the fees assessed to the City at different asset levels according to the above
proposed tiered fee schedule is as follows:
Total Assets Under Management Annual Fee in Basis Points Annual Fee in$dollars
$30 million 9.67bps $29,090
$75 million 8.00 bps $50,000
$100 million 7.50 bps $75,000
$200 million 5.00 bps $120,000
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