HomeMy WebLinkAboutContracts & Agreements_70-2012_CCv0001.pdf PROFESSIONAL SERVICES AGREEMENT
FOR FINANCIAL ADVISOR
This agreement for the provision of financial advisory services ( Agreement) has been entered
into this 15'h day of May, 2012 ("Effective Date"'), by and between the City of Redlands,
California(the "City")and Fieldinan, Rolapp & Associates, (the "Consultant"). The City and the
Consultant are sometimes individually referred to herein as a "Party" and, together, as the
"Parties.51
WHEREAS, the City desires independent financial advisory services to be performed in
connection with general financial services(the "Project"); and
WHEREAS,the City desires to retain the professional and technical services of the Consultant
for the purpose of debt issuance and financial planning(the "Services"); and
WHEREAS, the Consultant is well qualified to provide professional financial advice to public
entities such as the City;
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and
conditions hereinafter set forth, it is agreed by and between the City and the Consultant as
follows:
Section 1 Financial Advisory Services.
As directed by the City, the Consultant will provide the City with financial
advisory services as such Services are fully described in Exhibit "A!' attached to
this Agreement. The Consultant is engaged in an expert financial advisory
capacity to the City only. It is expressly understood that the Services rendered
hereunder are rendered solely to the City. Consultant does not undertake any
responsibility to review disclosure documents on behalf of owners or beneficial
owners of bonds or debt that may arise from the Consultant's work hereunder_
Section2 Additional Services.
Services performed for the City by the Consultant that are not otherwise
specifically identified in Exhibit "A" to this Agreement shall be deemed
additional services. Additional services include, but are not limited to, the
following:
2.01 Assisting the City in obtaining enabling legislation or conducting elections.
2.02 Extraordinary services and extensive computer analysis in the structuring or
planning of any debt issue or financing program.
2.03 The repeat of any element of a service described in Exhibit"A7 to this Agreement
which is made necessary through no fault of the Consultant.
CITY OF REDLANDS/FIELDMAN,ROLAPP&ASSOCIATES Page I
General Financial Services
Fieldman Rolapp Agreement 5-9-12.doex
2.04 Financial management services, including development of financial policies,
capital improvement plans, economic development planning, credit analysis or
review and such other services that are not ordinarily considered within the scope
of the Services described in Exhibit"A"to this Agreement.
2.05 Services rendered in connection with any undertaking of the City relating to a
continuing disclosure agreement entered into in order to comply with Securities
and Exchange Commission Rule 15c2-12 or other similar rules.
2.06 Services rendered to the City in connection with calculations or determination of
any arbitrage rebate liability to the United States of America arising from
investment activities associated with debt issued to fund City's activities.
Section 3 Compensation.
3.01 For the Consultant's performance of the Services described in Exhibit"N' of this
Agreement the Consultants compensation will be as provided in Part I of Exhibit
'IF' attached to this Agreement, plus the Consultant's reasonable and actual
expenses incurred in rendering such Services. Consultant's expenses may include,
but are not limited to travel,telephone/conference calls,postage,courier, database
access services,and printing.
3.02 For Consultant's performance of additional services as described in Section 2 of
this Agreement, the Consultants compensation will be as provided in Part 2 of
Exhibit "B" attached to this agreement, plus Consultants expenses incurred in
rendering such services. Consultant's expenses may include,but are not limited to
travel, telephone/conference calls, postage, courier, database access services and
printing.
3.03 Payment for the Consultant's Services rendered pursuant to Section 1 of this
Agreement shall be as provided for in Exhibit "B" to this Agreement The
Consultant may submit monthly invoices for payment for services provided
pursuant to Section 2 of this Agreement unless an alternate date or dates have
been specifically agreed to in writing. Unless otherwise specified,payment of the
Consultant's compensation and expenses is due thirty (30) days after submission
of the Consultant's invoice for the Services to the City.
3.04 In the event the Services of the Consultant are abandoned prior to completion of
the Consultant's work, the Consultant shall be compensated for the Services
performed to the point of abandonment as if such Services were an additional
service pursuant to Section. An act of abandonment shall be deemed to have
occurred when no action has been taken by the City relative to the Services of the
Consultant for a period of three (3) months from the date of the initial
performance of a Service, or there has been a written notification to the
Consultant of an abandonment of the Service by the City.
CITY OF REDLANDSIFIELDMAN,ROLAPP&ASSOCIATES Page 2
General Financial Services
Fieldman Rolapp Agreement 5-9-12.docx
3.05 The Consultant's fees set forth in this Agreement and Exhibits are guaranteed by
the Consultant for a period of twelve (12) months from the Effective Date of this
Agreement.
Section 4 Personnel.
The Consultant has, or will secure, all personnel required to perform the Services
under this Agreement. The Consultant shall make available other qualified
personnel of the firm as may be required to complete the Consultant's Services.
The City has the right to,approve or disapprove any proposed changes in the
Consultant's staff providing service to the City. The City and the Consultant
agree that such personnel are employees only of the Consultant and shall not be
considered to be employees of the City in any way whatsoever.
Section 5 Term of Agreement.
This Agreement shall continue in full force and effect for a period of 36 months
from the Effective Date hereof unless terminated by either Party, by not less than
thirty (30) days prior written notice to the other Party except that this Agreement
shall continue in full force and effect until completion of the Consultant's Services
or until an abandonment shall have occurred as described in Section 3.04 hereof.
Section 6 Modification.
This Agreement contains the entire agreement of the Parties with respect to the
subject matter hereof. It may be amended in whole or in part from time to time by
mutual consent of the Parties. This Agreement shall not prohibit the City and the
Consultant from entering into separate agreements for other services.
Section 7 Assignment.
The rights and obligations of the City under this Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of the City. This
Agreement may not be assigned by the Consultant without the prior written
consent of the City, except for compensation due Consultant.
Section 8 Disclosure.
The Consultant does not assume the responsibilities of the City, nor. the
responsibilities of the other professionals and vendors representing the City, in the
provision of the Services and the preparation of the financing documents,
including initial and secondary market disclosure, for financings undertaken by
the City. Information obtained by the Consultant and included in any disclosure
documents is, by reason of experience, believed to be accurate, however, such
information is not guaranteed by the Consultant.
CITY OF REDIANDS/FIELDMAN,ROLAPP&ASSOCIATES Page 3
General Financial Services
Fieldman Rolap Agreement 5-9-12.doex
Section 9 Confidentiality.
The Consultant agrees that all financial, statistical, personal, technical and other
data and information designated by the City as confidential shall be protected by
the Consultant from unauthorized use or disclosure.
Section 10 Indemnification.
The City and the Consultant shall each defend, indemnify and hold harmless the
other from and against any and all losses, claims, damages, expenses, including
legal fees for defense, or liabilities, collectively, damages, to which either may be
subjected by reason of the other's negligent acts, errors or omissions, or willful
misconduct except however, neither will indemnify the other from or against
damages by reason of changed events and conditions beyond the control of either,
or errors of udgment reasonably made.
Section 11 Insurance.
11.01 The Consultant shall maintain workers' compensation and employer's liability
insurance during the term of this Agreement.
11.02 The Consultant, at its own expense, shall obtain and maintain insurance at all
times during the prosecution of this Agreement. Such insurance must be written
with a Best Guide "A"-rated or higher insurance carrier admitted to write
insurance in the state where the work is located.
11.03 Prior to commencing any Services, Certificates of insurance naming the City as
an additional insured shall be submitted to the City evidencing the required
coverages, limits and locations of operations to which the insurance applies, and
the policies of insurance shall contain a 30 day notice of cancellation or non-
renewal. Such insurance shall be primary with respect to the City and non-
contributing to any insurance maintained by the City.
11.04 Insurance coverages shall not be less than the following:
A. Workers'Compensation
I. State worker's compensation statutory benefits
2. Employer's Liability-policy limits of not less than$1,000,000.
B. Comprehensive General Liability coverage with policy limits of not less than
$1,000,000 combined single limit for bodily injury and property damage and
including coverage for the following:
1. Premises operations
2. Contractual liability
3. Products
4. Completed operation
Crry OF REDLANDS/FIELDMAN,ROLAPP&ASSOCIATES Page 4
General Financial Services
Fielciman Rolapp Agreement 5-9-12.doex
C. Errors and Omissions
Section 12 PermitsALicenses.
The Consultant shall obtain any permits or licenses, as may be required for it to
complete the Services required under this Agreement.
Section 13 Binding Effect
13.01 A waiver or indulgence by the City of a breach of any provision of this
Agreement by the Consultant shall not operate or be construed as a waiver of any
subsequent breach by the Consultant.
13.02 All agreements and covenants contained herein are severable and in the event any
of them shall be held to be invalid by any competent court, this Agreement shall
be interpreted as if such invalid agreements or covenants were not contained
herein, and the remaining provisions of this Agreement shall not be affected by
such determination and shall remain. in full force and effect. This Agreement
shall not fall because any part or any clause hereof shall be held indefinite or
invalid.
13.03 Each Party hereto represents and warrants that this Agreement has been duly
authorized and executed by it and constitutes its valid and binding agreement, and
that any governmental approvals necessary for the performance of this Agreement
have been obtained.
13.04 The validity, interpretation and construction of this Agreement and of each part
hereof shall be governed by the laws of the State of California.
13.05 in the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of in-house counsel by a Party.
Crry OF RFDLANDS/FIELDMAN,ROLAPP&ASSOCIATES Page 5
General Financial Services
Fieldman Rolapp Agreement 5-9-12.doex
IN WITNESS Whereof, the Parties have duly executed this Agreement as of the day and year
first above set forth.
CITY OF RED AS
By: V Title: Mayor
Pete Ag filar
Date: May 15 2012 Attest :
Sam Irwin,. Ci y Clerk
FIELDMAN,ROLAPP &ASSOCIATES
19904 MacArthur Boulevard, Suite 1100
Irvine 926
Title: S"r
Date:
CITY OF REDLAMSIFIEI DMAN,ROLAPP&ASSOCIATES Page 6
General Financial Services
Fieldman Rolapp Agreement 5-9-12.docx
EXHIBIT A
TO
PROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADVISOR
BY AND BETWEEN
THE CITY OF REDLANDS
AND
FIELDMAN,ROLAPP& ASSOCIATES
Scope ofServkes
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.
The City may, with the concurrence of Consultant, expand this Agreement to include any
additional services not specifically identified within the terms of this Agreement. Any
additional services may be described in an addendum to this Exhibit A and are subject to
fees described in Exhibit B to this Agreement.
B. Debt Issuance Services.
The Consultant shall assume primary responsibility for assisting the City in coordinating
the planning and execution of each debt issue 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 Consultants proposed debt issuance Services may include, but shall not be limited
to,the following:
• Establish the Financing Objectives
• Develop the Financing Schedule
is Monitor the Transaction Process
• Review the Official Statement,both preliminary and final
4 Procure and Coordinate Additional Service Providers
0 Provide Financial Advice to the City Relating to Financing
Documents
• Compute Sizing and Design Structure of the Debt Issue
• Plan and Schedule Rating Agency Presentation and Investor
Briefings
• Conduct Credit Enhancement Procurement and Evaluation
• Conduct Market Analysis and Evaluate Timing of Market Entry
• Recommend Award of Debt Issuance
CITY OF R]RDLANDS/FIIELDMAN,ROLAPP&ASSOCIATES Exhibit A,Page I
General Financial Services
Fieldman Rolapp Agreement 5-9-12.doex
• Provide Pre-Closing and Closing Assistance
Specifically,Consultant will:
1. Establish the Financing Qb
jectivcs.
At the onset of the financing transaction process for the Project, the Consultant
shall review the City's financing needs and in conjunction with the City's
management, outline the objectives of the financing transaction to be undertaken
and its proposed form.
Unless previously determined, Consultant shall recommend the met-hod of sale of
debt and outline the steps required to achieve efficient market access.
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 M
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 preparation 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
• Governmental System
• Financial Management System
Crry OF REDLANDS/FULDWN,ROLAPP&ASSOCIATES Exhibit A,Page 2
General Financial Services
Field man Rolapp Agreement 5-9-12.doex
• Revenue Sources: Historic,Current and Projected
• Outstanding Financings
• Planned Future Financings
• Labor Relations and Retirement Systems
• Economic Base
• Annual Financial Statements
• Legal Opinions Regarding Tax Exemption
• Such Other Matters as the Context May Require.
b. The Consultant shall maintain and update the official statement on its
word processing system until such time as it is near final and suitable
for transfer to the financial printer, in order to minimize the costs of
revisions made by the printer.
5. 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 escrow verification agents or other
professionals,if the City directs.
6. Provide Financial Advice to the City Relating to Financing 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.
7. Compute Sizing 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.
8. Plan and Schedule Rating Agency Presentation and Investor Briefings.
The Consultant shall develop a plan for presenting the financing program to the
rating agencies and the investor community. The Consultant shall schedule rating
CITY OF REDLANDS/FIELDMAN,ROLAPP&ASSOCIATES ExInbit A,Page 3
General Financial Services
Fieldman Rolapp Agreement 5-9-12.doex
agency -visits, if appropriate, to assure the appropriate and most knowledgeable
rating agency personnel are 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.
10. Conduct,Market Analysis and Evaluate Timing of Market E=L
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.
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 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
Crry OF REDLANDS/FIELDMAN,ROLAPP&ASSOCIATES Exhibit A,Page 4
General Financial Services
Fieldman Ralapp Agreement 5-9-12.docx
• 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 10{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-Closing and Closing 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.
C. Snecial Financing Services.
The Consultant shall assist the City, as needed, in identifying and procuring special
financial related services that may be needed for any debt issue relating to the Project.
Services that may be required include those listed below:
• Feasibility consultants or other consultants required to deliver services
relevant to any debt issue relating to the Project
• Credit providers, such as bank, insurance companies and private lenders
At each point where a special service is required, the Consultant shall research and
develop a set of specifications for the desired service, develop a distribution list and
supervise the circulation of the request for proposals.
As part of the process of procuring bank credit facilities, such as letters and lines of credit
and insurance to support the City's financing programs, the Consultant shall pay
particular attention to the cost-effectiveness and to the relative levels of market
acceptance of bond insurers and both domestic and international banks. The Consultant
shall advise the City as to how the credit rating and investor perception of the potential
credit enhancement provider offering such services will affect the market for the debt
issue relating to the Project. In addition, the Consultant shall evaluate the roll-over or
renewal provisions that each such provider is willing to offer in its agreement with the
City to determine which one offers the maximum assurance of continued availability.
CITY OF REDLANDS/FIELDMAN,ROLAPP&ASSOCIATES Exhibit A,Page 5
General Financial Services
Fieldman Rolapp Agreement 5-9-12.doex
EXHIBIT B
TO
FINANCIAL ADVISORY SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF REDLANDS
AND
FIELDMAN,ROLAPP& ASSOCIATES
Fees and Expenses
Hourly fee Schedule
Hourly billing rates will apply to Phase One: Planning, Modeling and Policy Development
and Phase Three: Other Services as Required. We will invoice the City for work completed
by us in these phases only if related obligations are not sold.
Executive Officer $300 Per Hour
Principal $290 Per Hour
Principal/Senior Vice President $275 Per Hour
Slice President $225 Per Hour
Assistant Nice President $195 Per Hour
Senior Associate $150 Per Hour
Associate $125 Per Hour
Analyst $85 Per Hour
Administrative Assistant $65 Per Hour
Clerical $35 Per Hour
Bond Issuance and C;ompetitivt:Sale)Fees
Financial Advisory Services performed related to transaction services,will be billed for at the
amounts set forth below:
$1 to $20,000,000 $34,750 $39,500
$20,000,001 to $30,000,000 $39,500 $44,500
$30,000,001 to $40,000,000 $44,500 $49,500
$50,000,001 to $70,000,000 $50,750 $55,750
CITY OF REDLANDSNMDMAN,ROLAPP&ASSOCIATES Exhibit B,Page 1
General Financial Services
Fieldman Rolapp Agreement 5-9-12.docx
1 $70,000,001 to $80,000,000 $57,750 $62,750 i
Payment of fees earned by consultant pursuant to this phase shall be contingent on, and
payable at the closing of the debt issue(s) undertaken to finance the project- These fees
generally apply to Phase 11—Financing and/or Bond Issuance.
Expenses
Expenses to be reimbursed include travel, lodging, subsistence, overnight courier,
conference call, computer and fax transmission charges. Additionally, a surcharge of 6% of
the net hourly and bond issuance fee amount is added for recovery of costs such as
telephone, postage, document reproduction and the like. Travel will only be undertaken at
the specific request of the City.
Limiting Terms and Conditions
The above fee is based on completion of work orders within six months of the City's
authorization to proceed,and assumes that the City will provide all necessary information
in a timely manner.
The fee shown above in Part I presumes attendance to meetings in the City's offices or
such other location within a 25-mile radius of the City 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 in Part 2,
above.
Abandonment
If, once commenced, the services of the Consultant are terminated prior to completion of
our final report for any reason, we are to be reimbursed for professional services and
direct expenses incurred up to the time we receive notification of such termination at the
standard hourly rates shown in Part 2.
CITY OF REDLANDWIELDMAN,ROLAPP&ASSOCIATES Exhibit B,Page 2
General Financial Services
Fieldman Ro1W Agreement 5-9-12.docx