HomeMy WebLinkAboutFieldman, Rolapp & Associates; 2005-03-10;AGREEMENT FOR FINANCIAL ADVISOR SERVICES
FIELDMAN, ROLAPP & ASSOCIATES
THIS AGREEMENT is made and entered into as of the \O& day of
, 2005, by and between the CITY OF CARLSBAD, a municipal march
corporation, ("City"), and Fieldman, Rolapp & Associates, a corporation, ("Contractor").
RECITALS
A. City requires the professional services of a Financial Advisor that is
experienced in the formation of land secured districts, land secured bond issuances and
other forms of debt financings for the purpose of financing the City of Carlsbad
Municipal Golf Course project.
B. Contractor has the necessary experience in providing professional
services and financial advisory services related to land secured districts, land secured
bond issuances and other forms of debt financings.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor 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:
I. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this
reference in accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of two years from the date first
above written. The City Manager may amend the Agreement to extend it as deemed
necessary in an amount not to exceed $100,000 per Agreement year. Extensions will
be based upon a satisfactory review of Contractor's performance, City needs, and
appropriation of funds by the City Council. The parties will prepare a written amendment
indicating the effective date and length of the extended Agreement.
4.
Time is of the essence for each and every provision of this Agreement.
TIME IS OF THE ESSENCE
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5. COMPENSATION
Fees and expenses shall be billed and paid as described in Exhibit B with the total fees
not to exceed $42,500 plus expenses a.ssuming bonds are sold by March 30, 2006. No
other compensation for the Services will be allowed except for items covered by
subsequent amendments to this Agreement. The City reserves the right to withhold a
ten percent (I 0%) retention until City has accepted the work andlor Services specified
in Exhibit "A.
Incremental payments, if applicable, should be made as outlined in attached Exhibit "B".
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor and in pursuit of Contractor's independent calling, and not as an employee of
City. Contractor will be under control of City only as to the result to be accomplished,
but will consult with City as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or
state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. City will not be required to pay any workers' compensation insurance or
unemployment contributions on behalf of Contractor or its employees or subcontractors.
Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which City may be required to make on behalf of Contractor or
any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any
balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval
of City. If Contractor subcontracts any of the Services, Contractor will be fully
responsible to City for the acts and omissions of Contractor's subcontractor and of the
persons either directly or indirectly employed by the subcontractor, as Contractor is for
the acts and omissions of persons directly employed by Contractor. Nothing contained
in this Agreement will create any contractual relationship between any subcontractor of
Contractor and City. Contractor will be responsible for payment of subcontractors.
Contractor will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Contractor's work unless specifically noted to
the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
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9.
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 in whole or in part by any willful misconduct or negligent act or omission 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.
I N DE M N I F I CAT1 ON
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.
IO. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons Qr damage to property
which may arise out of or in connection with performance of the services by Contractor
or Contractor's agents, representatives, employees or subcontractors. The insurance
will be obtained from an insurance carrier admitted and authorized to do business in the
State of California. The insurance carrier is required to have a current Best's Key Rating
of not less than "A-:VI'.
10.1 Coveraaes and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless City Attorney or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1 .I Commercial General Liabilitv Insurance. $1,000,000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
10.1.2 Automobile Liabilitv (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers'
Compensation limits as required by the California Labor Code and Employer's Liability
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limits of $1,000,000 per accident for bodily injury. Workers' Compensation and
Employer's Liability insurance will not be required if Contractor has no employees and
provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must
be maintained for a period of five years following the date of completion of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions :
10.2.1 The City will be named as an additional insured on General
Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to City sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution
of this Agreement, Contractor will furnish certificates of insurance and endorsements to
City.
10.4 Failure to Maintain Coveraae. If Contractor fails to maintain any of these
insurance coverages, then City will have the option to declare Contractor in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Contractor is responsible for any
payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and
endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of
the Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of City during normal business hours to examine, audit, and make
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transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors
pursuant’ to this Agreement-is the property of City. In the -event this Agreement is
terminated, all work product produced by Contractor or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to City. Contractor
will have the right to make one (1) copy of the work product for Contractor’s records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City ._ - and Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of Contractor under this Agreement.
For Citv:
Name: Lisa Hildabrand
Title: Finance Director
Department: Finance
City of Carlsbad
Address: 1635 Faraday Avenue
Carlsbad CA 92008
Phone No.: 760-602-2430
For Contractor:
Name: Tom DeMars,CIPFA
Title: Principal
Address: Fieldman, Rolapp & Assoc.
19900 MacArthur Blvd.
Suite I100
lrvine CA 92612-2433
Phone No.: 949-660-8500
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. 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 affected 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.
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Contractor, for Contractor and on behalf of Contractor’s agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor’s agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way
affect the performance of the Services by Contractor. Contractor will at all times observe
and comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor‘s services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act
of 1986 and will comply with those requirements, including, but not limited to, verifying
the eligibility for employment of all agents, employees, subcontractors and consultants
that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Contractor or City will
reduce such questions, and their respective views, to writing. A copy of such
documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative
receiving the letter will reply to the letter along with a recommended method of
resolution within ten (1 0) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City
Manager. The City Manager will consider the facts and solutions recommended by each
party and may then opt to direct a solution to the problem. In such cases, the action of
the City Manager will be binding upon the parties involved, although nothing in this
procedure will prohibit the parties from seeking remedies available to them at law.
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20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services,
City may terminate this Agreement for nonperformance by notifying Contractor by
certified mail of the termination. If City decides to abandon or indefinitely postpone the
work or services contemplated by this Agreement, City may terminate this Agreement
upon written notice to Contractor. Upon notification of termination, Contractor has five
(5) business days to deliver any documents owned by City and all work in progress to
City address contained in this Agreement. City will make a determination of fact based
upon the work product delivered to City and of the percentage of work that Contractor
has performed which is usable and of worth to City in having the Agreement completed.
Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In this event and upon request of City, Contractor will
assemble the work product and put it in order for proper filing and closing and deliver it
to City. Contractor will be paid for work performed to the termination date; however, the
total will not exceed the lump sum fee payable under this Agreement. City will make the
final determination as to the portions of tasks completed and the compensation to be
made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or
person, other than a bona fide employee working for Contractor, to solicit or secure this
Agreement, and that Contractor has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift,
or any other consideration contingent upon, or resulting from, the award or making of
this Agreement. For breach or violation of this warranty, City will have the right to annul
this Agreement without liability, or, in its discretion, to deduct from the Agreement price
or consideration, or otherwise recover, the full amount of the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to
City must be asserted as part of the Agreement process as set forth in this Agreement
and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to City, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that
California Government Code sections 12650 et sea, the False Claims Act applies to
this Agreement and, provides for civil penalties where a person knowingly submits a
false claim to a public entity. These provisions include false claims made with deliberate
ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor
on any public work or improvement for a period of up to five (5) years. Contractor
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acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement or any part of it nor
any monies due or to become due under it may be assigned by Contractor without the
prior consent of City, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
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26. 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 CITY OF CARLSBAD, a municipal
*By:
(sign here)
I
b-cwce GR,\-,/ clam,,
ATTEST: (print name/title)
LORRAINE M. WOOD
City Clerk
(sign here)
7%- H W&/J;erC
+d(print name/titIe) ’
e %&Pi &g jf ,‘a/ Id IuAA.I. U)H-
(e-mail address)
APPROVED AS TO FORM:
RONALD R. BALLmttorney
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ALL - PURPOSE ACKNOWLEDGEMENT
STATE OF CALIFORNIA
COUNTY OF ORANGE
On&,R4 17.3~rc~ , before me, Fr,l,C,C, 7
Notary Public, personally appeared 7LbhG fld c f161 7
Personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s)#are subscribed to the within instrument and acknowledged to
me that &&/they executed the same in @fbe&their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the person@) or the entity upon behalf of
which the person(s) acted, executed the instrument.
.-
Place Notary Seal Above
EXHIBIT “A”
SCOPE OF SERVICES
A. General Services.
The Consultant shall perform all the duties and services specifically set forth
herein and shall provide such other services as it deems necessary or advisable,
or are reasonable and necessary to accomplish the intent of this Agreement in a
manner consistent with the standards and practice of professional financial
advisors prevailing at the time such services are rendered to the City.
B. Financial Evaluation Services
1. Establish the Financing Objectives: At the onset of the financing
process for the Project, the Consultant shall review the City’s financing
needs and in conjunction with the City’s team, outline the objectives of
the financing transaction to be undertaken and its proposed form.
2. Evaluate Scenarios: Consultant shall review various financing
scenarios, as needed, and assist the City’s team in its review and
determination of the scenario that best meets the needs of the City.
3. Make Recommendation: Consultant shall make a recommendation of
the scenario that best meets the City’s needs. If it is determined that
debt will be issued, Consultant shall recommend the method of sale of
debt and outline the steps required to achieve efficient market access.
C. Debt Issuance Services.
1. The Consultant shall assume primary responsibility for assisting the
City in coordinating the planning and execution of any debt issues
relating to the Project. Insofar as the Consultant is providing Services,
which are rendered only to the City, the overall coordination of the
financing shall be such as to minimize the costs of the transaction
coincident with maximizing the City’s financing flexibility and capital
market access. The Consultant‘s proposed debt issuance Services
may include, but shall not be limited to, the following:
0 Develop the Financing Schedule
0 Monitor the Transaction Process
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0
0
Plan and Schedule Rating Agency Presentation and Investor
Review the Official Statement, both preliminary and final
Procure and Coordinate Additional Service Providers
Provide Financial Advice to the City Relating to Financing
Documents
Compute Sizing and Design Structure of the Debt Issue
Briefings
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Conduct Credit Enhancement Procurement and Evaluation
Conduct Market Analysis and Evaluate Timing of Market Entry
Recommend Award of Debt Issuance
Provide Pre-Closing and Closing Assistance
Specifically, Consultant will:
2. Develop the Financing Timetable.
The Consultant shall take the lead role in preparing a schedule and
detailed description of the interconnected responsibilities of each team
member and update this schedule, with refinements, as necessary, as
the work progresses.
3. Monitor the Transaction Process.
The Consultant shall have primary responsibility for the successful
implementation of the financing strategy and timetable that is adopted
for each debt issue relating to the Project. The Consultant shall
coordinate (and assist, where appropriate) in the preparation of the
legal and disclosure documents and shall monitor the progress of all
activities leading to the sale of debt. The Consultant shall prepare the
timetables and work schedules necessary to achieve this end in a
timely, efficient and cost-effective manner and will coordinate and
monitor the activities of all parties engaged in the financing transaction.
4. Review the Official Statement.
a. Generally, SEC, MSRB, and GFOA guidelines encourage full
disclosure so that potential investors have sufficient data to
analyze each proposed financing. Upon direction of the City,
the Consultant shall take the lead in review of the official
statement for each debt issue relating to the Project to insure
that the City's official statement is compiled in a manner
consistent with industry standards, typically including the
following matters:
Legal Authority for the Financing
Security for the Financing
Restrictions on Additional Financings
Purpose and Funds for which the Financing is Being
Issued
Govern mental System
Financial Management System
Revenue Sources: Historic, Current and Projected
Outstanding Financings
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5.
6.
7.
8.
0 Planned Future Financings
0 Labor Relations and Retirement Systems
0 Economic Base
0 Annual Financial Statements
0 Legal Opinions Regarding Tax Exemption
0 Such Other Matters as the Context May Require.
Procure and Coordinate Additional Service Providers.
Should the City desire, the Consultant may act as City's representative
in procuring the services of financial printers for the official statement
and related documents, and for the printing of any securities. In
addition, the Consultant may act as the City's representative in
procuring the services of trustees, paying agents, fiscal agents,
feasibility consultants, or other professionals, if the City directs. This
would include procuring the services of an underwriter to sell the
Bonds on a negotiated basis.
Provide Financial Advice to the City Relatinq to Financinq Documents.
Simultaneous with assisting in the preparation of official statements for
each debt issue relating to the Project, the Consultant shall assist the
managing underwriters, bond counsel and/or other legal advisors in the
drafting of the respective financing resolutions, notices and other legal
documents. In this regard, the Consultant shall monitor document
preparation for a consistent and accurate presentation of the
recommended business terms and financing structure of each debt
issue relating to the Project, it being specifically understood however
that the Consultant's services shall in no manner be construed as the
Consultant engaging in the practice of law.
Compute Sizinq and Design Structure of Debt Issue.
The Consultant shall work with the City's staff to design a financing
structure for each debt issue relating to the Project that is consistent
with the City's objectives, that coordinates each transaction with
outstanding issues and that reflects current conditions in the capital
markets.
Plan and Schedule Rating Agency Presentation and Investor Briefinqs.
The Consultant shall develop a plan for presenting the financing
program to the rating agencies and the investor community. The
Consultant shall schedule rating agency visits, if appropriate, to assure
the appropriate and most knowledgeable rating agency personnel are
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available for the presentation and will develop presentation materials
and assist the City officials in preparing for the presentations.
9. Conduct Credit Enhancement Evaluation and Procurement.
Upon the City's direction, the Consultant will initiate discussions with
bond insurers, letter of credit providers and vendors of other forms of
credit enhancements to determine the availability of and cost benefit of
securing financing credit support.
IO. Conduct Market Analysis and Evaluate Timing of Market Entw.
The Consultant shall provide regular summaries of current municipal
market conditions, trends in the market and how these may favorably
or unfavorably affect the City's proposed financing. Based upon our
current understanding of the Golf Course Project, we are
recommending a Negotiated Sale of the Bonds.
a. Competitive Sales.
For all types of competitive sale of debt, the Consultant shall
undertake such activities as are generally required for sale of
securities by competitive bid including, but not limited to the
following:
Review and comment on terms of Notice of Sale Inviting
Bids
Provide advice on debt sale scheduling
Provide advice on the use of electronic bidding systems
Coordinate bid opening with the City officials
Verify bids received and make recommendations for
acceptance
Provide confirmation of issue sizing, based upon actual bids
received, where appropriate
Coordinate closing arrangements with the successful
bidder( s)
b. Negotiated Sales.
In the case of a negotiated sale of debt, the Consultant shall
perform a thorough evaluation of market conditions preceding the
negotiation of the terms of the sale of debt and will assist the City
with the negotiation of final issue structure, interest rates, interest
cost, reoffering terms and gross underwriting spread and provide a
recommendation on acceptance or rejection of the offer to
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purchase the debt. This assistance and evaluation will focus on the
following areas as determinants of interest cost:
Size of financing
Sources and uses of funds
Terms and maturities of the debt issue
Review of the rating in pricing of the debt issue
Investment of debt issue proceeds
Distribution mix among institutional and retail purchasers
Interest rate, reoffering terms and underwriting discount with
comparable issues
Redemption provisions
11. Recommend Award of Debt Issuance.
Based upon activities outlined in Task lO(a) and 10(b) above, the
Consultant will recommend accepting or rejecting offers to purchase the
debt issue. If the City elects to award the debt issue, the Consultant will
instruct all parties and help facilitate the actions required to formally
consummate the award.
12. Provide Pre-Closinq and Closinq Activities.
The Consultant shall assist in arranging for the closing of each financing.
The Consultant shall assist counsel in assuming responsibility for such
arrangements as they are required, including arranging for or monitoring
the progress of bond printing, qualification of issues for book-entry status,
signing and final delivery of the securities and settlement of the costs of
issuance.
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EXHIBIT "B"
FEES
A.
B.
Fees
Financial advisory services performed pursuant to Section 1 of this
Agreement shall be billed at the following hourly rates, with the total cost not
to exceed $42,500 plus expenses assuming bonds are sold by March 30,
2006. If bonds are not sold by that time, City and Contractor shall meet to
assess need to revise the agreement. If a mutually acceptable agreement
cannot be achieved, then the contract shall terminate according to the terms
set forth in Section 20 (Termination) of this agreement. The above fee
assumes that the City will provide all necessary information in a timely
manner.
The not-to-exceed fee shown above presumes attendance at up to 8
meetings in the City's offices or such other location within a 25-mile radius of
the City's place of business as the City may designate. Preparation for, and
attendance at City Council meetings on any basis other than "by
appointment" may be charged at our normal hourly rates as shown below.
Personnel Hourly Rate
Executive Officers ...................................................... $300.00
Principals ................................................................... $290.00
Senior Vice President ................................................ $275.00
Vice Presidents .......................................................... $225.00
Assistant Vice President ............................................ $195.00
Senior Associate ........................................................ $1 50.00
Associate .................................................................... 125.00
Analyst ......................................................................... $85.00
Administrative Assistants ............................................. $65.00
Clerical ......................................................................... $35.00
Staffing
Contractor agrees that the following personnel will be assigned to this project:
Tom DeMars Engagement Manager
Jim Fabian Project Manager
Jin Kim Technical Consultant
Any changes or additions to staffing will be discussed and agreed upon by the
City prior to any change in staffing.
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C. Expenses
Expenses will be billed for separately and will cover, among other things,
travel, lodging, subsistence, overnight courier, computer, and fax
transmission charges. Advances made on behalf of the City for costs of
preparing, printing or distributing disclosure materials or related matter
whether by postal services or electronic means, may also be billed through to
the City upon prior authorization. Additionally, a surcharge of 6% of the net
fee amount is added to verifiable out-of-pocket costs for recovery of costs
such as telephone, postage, document reproduction and the like.
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