HomeMy WebLinkAboutFieldman, Rolapp & Associates; 2015-05-01;AGREEMENT FOR FINANCIAL ADVISORY SERVICES
(FIELDMAN, ROLAPP & ASSOCIATES)
THIS AGREEMENT is made and entered into as of the day of
f^uSLcj , 20/g". by and between the CITY OF CARLSBAD, a municipal
corporationTv'City"), and Fieldman, Rolapp & Associates, a California corporation, ("Contractor").
RECITALS
City requires the professional sen/ices of a financial advisor that is experienced in
municipal financing districts. 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 (1) year from the date first above written.
3. COMPENSATION
The total fee payable for the Services to be performed shall not exceed three thousand five
hundred dollars ($3,500). All Services rendered under this Agreement will be billed at the houriy
rates set forth in Exhibit "A." 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 Sen/ices 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 ofthis section, and that this
section will survive the expiration or early termination of this Agreement.
City Attorney Approved Version 1/30/13
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 rating in the Best's Key Rating guide of at
least A-:VII OR with a surplus line insurer on the State of California's List of Eligible Surplus Line
Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X", in an amount
of not less than one million dollars ($1,000,000) each, unless othenwise authorized and approved
by the Risk Manager 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 Liability
which shall provide primary coverage to the City. Contractor will furnish certificates of insurance
to the Contract Department, with endorsements to City priorto City's execution ofthis Agreement.
7. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
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
sea., and Carisbad Municipal Code Sections 3.32.025, et sea. Contractor further acknowledges
that debarment by another jurisdiction is grounds for the City of Carisbad to terminate this
Agreement.
11. JURISDICTIONS AND VENUE
Contractor agrees and stipulates that the proper venue and jurisdicfion 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 1/30/13
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 ofthis Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal
corporation of the State of California
/ (Sign here) •^ity Manager or Mayor or- Director
\ A /) J . Charles McBride
(print name/title)
ATTEST:
By:
(sign here) BARBARA ENIPLESON
City Clerk
(print name/title)
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:
CELIA A. Attorney
City Attorney Approved Version 1/30/13
EXHIBIT "A"
SCOPE OF SERVICES
Contractor will provide the following financial advisory services to help accomplish the City's
analytic needs for proposed public improvement financing in Local Facilities Management Plan
Zone 15:
Creation of customized bond financing scenarios to compare costs for two different
financing options
Development of bond financing execution cost estimates
Development of bond financing interest rate estimates
Creation of summary tables / information from bond financing scenarios
Creation of written Memorandum summarizing analysis
Fees:
Services will be billed at the rate(s) set forth below:
HOI RI ^ I l l s
Principal $290 Per Hour
Senior Vice President $275 Per Hour
Vice President $225 Per Hour
Assistant Vice President $195 Per Hour
Senior Associate $150 Per Hour
Associate $125 Per Hour
Research Analyst $85 Per Hour
Administrative Assistant $65 Per Hour
Clerical $35 Per Hour
City Attorney Approved Version 1/30/13