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HomeMy WebLinkAboutFieldman, Rolapp and Associates; 2007-08-13;AGREEMENT FOR PRICING CONSULTANT SERVICES FIELDMAN, ROLAPP AND ASSOCIATES THIS AGREEMENT is made and entered into as of the Aff day of ^JLitsU&t' , 2007, by and between the CITY OF CARLSBAD, a municipal corporatiori, ("City"), and Fieldman, Rolapp and Associates, ("Contractor"). RECITALS City requires the professional services of a financial advisor that is experienced in Special Tax Bond Pricing. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Scope of Work. City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. Term. This Agreement will be effective for a period of one year from the date first above written. 3. Compensation. The total fee payable for the Services to be performed will be three thousand dollars ($3,000.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. Status of Contractor. Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. Indemnification. Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. Insurance. Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current City Attorney Approved Version #11.28.06 rating in the Best's Key Rating guide of at least A-:V in an amount of not less than five hundred thousand dollars ($500,000) each, unless otherwise authorized and approved by the City Attorney or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General and Automobile liability. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. Conflict of Interest. City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. 8. Compliance With Laws. Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 9. Termination. City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 10. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq.. and Carlsbad Municipal Code Sections 3.32.025, et. seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 11. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 12. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 13. Amendments. This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. City Attorney Approved Version #11.28.06 14. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR "By: CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager or Mayor Timothy J. Schaefer, President (print name/title) taJ±aefer^fieldman.can (e-mail address) ATTEST: 1/O Cit RRAI, ity Cler M. (sign here) M. (print name/title) te& **.*. r 2 (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RON ALL, City Attorney Deputy City Attorney City Attorney Approved Version #11.28.06 EXHIBIT "A" SCOPE OF SERVICES Assist in Financial Advisory services to be performed in conjunction with the issuance of Community Facilities District No. 3, 2007 Special Tax Bonds. The special tax bonds will be issued under the Mello- Roos Community Facilities Act of 1982 (the Bonds). The following services will be performed in connection with City financing requirements as they pertain to the Project: PHASE I - NEGOTIATED SALE / PRICING A. Preliminary Pricing Activities Fieldman, Rolapp and Associates (Contractor) will review the financial aspects of documents relating to the pricing of the proposed Bonds. B. Pricing Contractor will assist the City in negotiating the sale of the contemplated Bonds to the underwriter selected by the City and make appropriate recommendations to the City. These recommendations will include their perception of the appropriateness of the suggested levels of pricing (discount and interest rates), accrued interest, and any other financial items. Contractor will document the results of the pre-pricing and pricing process into a pricing memorandum submitted to the City the day after the pricing. PHASE II - ADDITIONAL SERVICES If the City desires additional work beyond the scope of this Agreement it will be performed when authorized on a time and material expense basis in accordance with their then current fee schedule. (See attached "Schedule of Fees"). FEES For all Phase I services to be rendered resulting in the sale of bonds hereunder, the City will pay a fee of $3,000. PAYMENT Payment for all Phase I services rendered and expenses incurred pursuant to this Agreement, unless otherwise agreed by both parties, shall be paid at bond closing. Any Phase II services requested by the City and performed by Contractor on an hourly basis shall be due and payable monthly, within 30 days of billing. SCHEDULE OF FEES EFFECTIVE JANUARY 1,2005 Executive Officer Principal Principal/Senior Vice President Vice President Assistant Vice President Senior Associate Associate Analyst Administrative Assistant Clerical $300 Per Hour $290 Per Hour $275 Per Hour $225 Per Hour $195 Per Hour $150 Per Hour $125 Per Hour $85 Per Hour $65 Per Hour $35 Per Hour