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HomeMy WebLinkAboutContracts & Agreements_61-2025AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of Professional Consulting Services ("Agreement") is made and entered on this 21 st day of April, 2025 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and DTA Public Finance, Inc., a California corporation ("Consultant"). City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties." In consideration of the mutual promises contained herein, City and Consultant agree as follows: ARTICLE 1— ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant to provide consulting services for City's Mello -Roos Community Facilities District ("CFD") No. 2001-1 services for City (the "Services"). 1.2 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of Services. ARTICLE 2 — SERVICES OF CONSULTANT 2.1 The Services that Consultant shall perform are more particularly described in Exhibit "A," titled "Scope of Services," which is attached hereto and incorporated herein by this reference. 2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to, any applicable State prevailing wage laws. ARTICLE 3 — RESPONSIBILITIES OF CITY 3.1 City designates Danielle Garcia, Management Services and Finance Director, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services. ARTICLE 4 — PERFORMANCE OF SERVICES 4.1 Consultant shall perform and complete the Services in a prompt and diligent manner for Community Facilities District ("CFD") no. 2001-1, herein after called "Project" in accordance with the schedule set forth in Exhibit "A," titled "Scope of Services" which is attached hereto and incorporated herein by reference. Such professional services and work products, as from time to time modified in accordance with Section 4.3 hereof, are collectively referred to as the "Consulting Services." I:\cmoUgreementsMA Pablic Finance, Inc. CFD No. 2001-1 (FY 25-26) Agreement FY25-0053,doex-ms 4.2 Instruments of Service. All computer software (including without limitation financial models, compilations of formulas and spreadsheet models), Inventions ,designs, programs, improvements, processes and methods (collectively, the "Proprietary Models"), reports, drawings, specifications, computer files, field data, notes and other documents and instruments prepared by Consultant are Instruments of Service of Consultant and shall remain the property of Consultant. Consultant shall likewise retain all common law, statutory and other reserved rights, including the copyright thereto. The City acknowledges and agrees that the consideration paid by City herein only entitles City to a license to use the hard copy or electronically transmitted reports generated pursuant to the Consulting Services and that any Proprietary Model that Consultant uses to generate such reports is owned by, or is duly licensed from a third party to Consultant and is not being provided to the City hereunder. The reports and models used to generate such reports are for use on this Project only. The City shall not reuse or make any modification to the hard copy or electronically transmitted reports generated pursuant to the Consulting Services without the prior written authorization of the Consultant. The City agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its shareholders, officers, directors, employees and subconsultants (collectively, Consultant's) against any damages, liabilities or costs, including reasonable attorneys' par fees and defense costs, arising from or allegedly arising from or in any way connected with the unauthorized use, reuse or modification of the hard copy or electronically transmitted reports generated pursuant to the Consulting Services or any of Consultant's Instruments of Service, including models, by the City or any person or entity that acquires or obtains the reports from or through the City without the written authorization of the Consultant. City acknowledges that Consultant may have used reports and analyses that Consultant authored for other clients as base works or templates for the reports and analyses prepared for City pursuant to this Agreement, and City acknowledges and agrees that Consultant has the right to use the reports and analyses that it authors pursuant to this Agreement as base works or templates for reports and analyses that Consultant authors for Consultant's other clients, provided, however that Consultant shall not use any confidential information provided by the City in such future reports and analyses. The City further acknowledges and agrees that Consultant has spent substantial time and effort in collection and compiling data and information (the "Data Compilations") in connection with the Consulting Services and that such Data Compilations may be used by Consultant for its own purposes, including, without limitation, sale or distribution to third parties; provided, however, that Consultant will not sell or distribute any of City's confidential information that may be contained in such Data Compilations, unless such confidential information is used only on an aggregated and anonymous basis. 4.3 Any proposed changes in the Consulting Services hereunder shall be submitted to the other party hereto, and any such changes agreed to by the parties shall be reflected in an amendment to Exhibit "A" in accordance with Section 8.6. 4.4 Nothing in this agreement shall give the Consultant possession of authority with respect to any City decision beyond the rendition of information, advice, recommendation, or counsel. 2 I:\emo\Agreemcnts\DTA Public Finance, Inc. CFD No. 2001-1 (FY 25-26) Agreement FY25-0053.docx-ms 4.5 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to City, consistent with City Council -adopted policy for the same. It shall be the obligation of Consultant to obtain a copy of such policy from City staff. ARTICLE 5 — PAYMENTS TO CONSULTANT 5.1 Total compensation for Consultant's performance of the Services shall not exceed the amount of eight thousand five hundred dollars ($8,500.00). City shall pay Consultant on a time and materials basis up to the not to exceed amount in accordance with Exhibit "B," titled ("Fee Schedule") which is attached hereto and incorporated herein by reference. The City acknowledges and agrees that portions of Consultant's professional fees and expenses may have been incurred by Consultant prior to the execution of this Agreement (the "Pre - Agreement Fees ") and City agrees to pay such Pre -Agreement Fees in accordance with this Agreement. 5.2 The City shall reimburse the Consultant for out-of-pocket and administrative expenses by paying a charge equal to 3% of DTA's monthly billings. Expenses shall include all actual expenditures made by Consultant in the performance of any Consulting Services undertaken pursuant to the Agreement, including, without limitation, the following expenditures: (a) Cost of clerical assistance, including typing, collation, printing and copying, plus copier and photography costs, including photographic reproduction of drawings and documents. (b) Transportation costs, including mileage for the use of personal automobiles at the prevailing IRS standard rate, rental vehicles, lodging and regularly scheduled commercial airline ticket costs. (c) Courier services, facsimile, and telephone expenses. 5.3 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month. Consultant's invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom, and a description of reimbursable expenses related to the Services. City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant's invoice. 5.4 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or 3 1Acmo\Agreements\DTA Public Finance, Inc. CFD No. 2001-1 (FY 25-26) Ageement FY25-0053.docx-ms (iv) on the date sent by facsimile or electronic mail transmission (including PDF), if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section: CITY: Danielle Garcia, Director Management Services/Finance City of Redlands 35 Cajon Street, Suite 10 Redlands, CA 92373 dgarcia@cityofredlands.org CONSULTANT: Andrea Roess, Managing Director DTA Public Finance, Inc. 18201 Von Karman Ave. Suite 220 Irvine, CA 92612 Phone: 949-955-1500 Fax: 949-480-0034 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6.1 The following insurance coverage required by this Agreement shall be procured and maintained by Consultant for the duration of its performance of the Services. Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant. Consultant shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services. Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City. A. Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self -insured or exempt from the workers' compensation laws of the State of California. Consultant shall execute and provide City with Exhibit "C," titled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference, prior to performance of the Services. B. Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury is required. City shall be named as an additional insured, and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. C. Consultant shall secure and maintain professional liability(Errors and Omissions) Insurance appropriate to the Consultant's profession,throughout the term of this Agreement in the amount of One Million Dollars ($1,000,000) per occurrence or claim made, $1,000,000 aggregate. D. Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability. This coverage shall include all Consultant owned vehicles used in 4 l:\cmo\Agreements\DTA Public Finance, Inc. CFD No. 2001-1 (FY 25-26) Agreement FY25-0053.doex-ms connection with Consultant's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self- insurance maintained by City. E. Consultant is expressly prohibited from assigning or subcontracting any of the Services without the prior written consent of City. In the event of mutual agreement by the Parties to assign or subcontract a portion of the Services, Consultant shall add such assignee or subcontractor as an additional insured to the insurance policies required hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee or subcontractor. 6.2 Consultant shall defend, indemnify and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services. ARTICLE 7 — CONFLICTS OF INTEREST 7.1 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Consultant's Services. Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement. 7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant: A. Does not make a governmental decision whether to: (i) approve a rate, rule or regulation, or adopt or enforce a City law; (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement; (iii) authorize City to enter into, modify or renew a contract; (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract; (v) grant City approval to a plan, design, report, study or similar item; (vi) adopt, or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof. B. Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a 5 C\ctno\Agreements\DTA Public Finance, hie. CFD No. 2001-1 (FY 25-26) Agreement FY25-0053.docxans position specified in City's Conflict of Interest Code under Government Code section 87302. 7.3 In the event City determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk. ARTICLE 8 — GENERAL CONSIDERATIONS 8.1 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. 8.2 Consultant shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement. Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, result in City's immediate termination of this Agreement. 8.3 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor any its agents shall have control over.the conduct of Consultant or Consultant's employees, except as herein set forth. Consultant shall supply all necessary tools and instrumentalities required to perform the Services. Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City. Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation. 8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Consultant of City's intent to terminate. If this Agreement is terminated by City, an adjustment to Consultant's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Consultant at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant. Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services. Consultant shall be compensated on a pro-rata basis for Services completed up to the date of termination. 6 1:\cmo\Agreements\DTA Public Finance, Ina CFD No. 2001-1 (FY 25-26) Agreement FY25-0053.docx-ms 8.5 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Consultant. Any information copied and retained by City during an audit shall be subject to release as required by law. 8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement. Except as otherwise provided for herein., any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 8.7 This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, California. 8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement. IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement. CITY OF REDLANDS By: 9� Charles M. DAfgan, Jr., City anager ATTEST: J e Donaldson, City Cleric DTA PUBLIC FINANCE, INC. By: Kelly Wrigh , C f ecutive Officer 7 I:IcmolAgreemeatslDTA Public Finance, Inc. CFD No. 2001-1 (FY 25-26) Agreement FY25-0053.docx-ms EXHIBIT "A" SCOPE OF SERVICES DTA Municipal Solutions, a division of DTA ("Consultant"), shall provide financial consulting services to assist the City of Redlands ("City") in the administration of City's Community Facilities District ("CFD") No. 2001-1. The focus of these services shall be to determine the special tax rates and to facilitate the collection of the special taxes in fiscal year 2025-26 by the County of San Bernardino. The specific activities and tasks to be performed under this Scope of Work include the following: Task 1 —Land Use Research This task involves determining, gathering and organizing the land use data required to apportion and collect special taxes, and includes the following subtasks: 1.1 Subdivision Research: Identify and obtain copies of all final tract or parcel maps for CFD No. 2001-1. Determine acreage for each parcel. 1.2 Development Research: Determine building permit activity as of January 1 of each year. Identify building permit issuance date, tract, and lot for each new building. Review current Assessor Parcel maps to determine which parcel numbers will be valid for each fiscal year. 1.3 Database Management : Create automated parcel database to include all parcels. Data items will include Assessor Parcel Number, corresponding tract and lot number, acreage, and building permit issuance date. Task 2 — Classification of Property This task involves application of the Rate and Method of Apportionment of the Special Tax to determine the appropriate special tax classification for each parcel located within CFD No. 2001-1, and includes the following subtasks: 2.1 Exempt Property: Identify all property owned by public agencies or entities otherwise exempt from the special tax and classify as exempt property. 2.2 Taxable Property : Identify all taxable properties and classify each as "Developed Property," "Undeveloped Property," "Taxable Public Property" or "Taxable Property Owner Association Property." Assign each "Developed Property" to the appropriate special tax class. Task 3 — Financial Analysis This task involves calculating the Special Tax Requirement for each fiscal year and allocating 8 IAcmo\Agreements\DTA Public Finance, Inc. CFD No. 2001-1 (FY 25-26) Agreement FY25-0053.docx-ms it to property in CFD No. 2001-1, and includes the following subtasks: 3.1 Determine Special Tax Requirement: Assist City with the preparation of an administrative expense budget. Confirm interest and principal payments. Determine any other charges or credits to tax levy. 3.2 FY 2025-26 Special Tax Rates: Based on tax classifications and special tax requirement, compute the fiscal year 2025-26 special tax rates for all classifications of taxable property. Task 4 — Report Preparation This task includes the preparation of an Annual Special Tax Report containing the findings of the financial analysis and an explanation of the methodology employed to apportion the special taxes for CFD No. 2001-1. Included in the report is a list of special taxes by Assessor's Parcel which can be used as the exhibit to the resolution authorizing the levy and collection of special taxes for fiscal year 2025-26. Task 5 — Submittal of Special Taxes to County of San Bernardino This task involves submitting the special tax levy on or before August 10, of each year, or such other date specified by the County of San Bernardino to the Auditor -Controller for inclusion on the fiscal year 2025-26 consolidated property tax bills. The special tax levy will be submitted on magnetic tape or other media as specified by the County. Task 6 — Delinquent Property Owner Research This task involves the review and research of County records to determine which parcels are delinquent in the payment of property and special taxes, and includes the following subtasks: 6.1 Delinquent Special Tax Report: Review special tax payment information from the County of San Bernardino. Determine which parcels are delinquent and the corresponding amount of delinquent special taxes. Prepare report summarizing the amount of delinquent special taxes. 6.2 Collection of Delinquent Special Taxes : Assist City of with the development of procedures to cure delinquent special taxes. Assist with the preparation of demand letters as necessary. Task 7 — Roll Changes and Adjusted Property Tax Bills This task involves monitoring any changes to the secured tax roll which necessitate new or adjusted property tax bills. This task includes the calculation of new or adjusted bills and the preparation of requests to the County to prepare such bills. 9 lAciuo\Agreements\nrA Public Finance, Inc. CFD No. 2001-1 (FY 25-26) Agreement FY25-0051doex-ms Task 8 — Responses to Property Owner Questions This task involves the provision of information to individuals and other interested parties regarding the amount and calculation of the special tax. Task 9 — Monthly Review of All Funds and Accounts This task involves continuous monitoring of fiscal agent financial statements for all funds and accounts for CID No. 2001-1 to assure the fiscal agent is adhering to the "Bond Indenture." Prepare monthly report of financial activity for all funds showing account balances, interest earnings and other revenues, and expenditures. Task 10 — Meetings Consultant will attend the City Council meeting at which the resolution authorizing the levy and collection of special taxes is scheduled for adoption. Task 11 — CID Disclosure This task involves assisting the City meet the annual disclosure requirements and includes the following subtasks: 11.1 Submit required data to the California Debt and Investment Advisory Commission each October in compliance with Section 53359.5 of the Government Code as stated in SB 1464. 11.2 Provide special tax disclosure documents to City for resale properties pursuant to Section 1102.6b of the Civil Code and Section 53340.2 of the Government Code as stated in SB 1464. 11.3 Assist City in the preparation of material required by the District Continuing Disclosure Agreement. 11.4 Assist City in the preparation of material in compliance with Section 53411 of the Government Code as stated in SB 165. 11.5 Assist City in the preparation of material in compliance with SB 1029. 11.6 Assist City in the preparation of material in compliance with Section 12463.2 of the Government Code as stated in AB 2109. 11.7 Assist City posting of material on City's website in compliance with Section 53343.2 of the Government Code as stated in AB 1666 10 I9emo\Agmcments\DTA Public Finance, Inc. CFD No. 2001-1 (FY 25-26) Agreement FY25-0053,dccx-ms EXHIBIT "B" FEE SCHEDULE Consultant shall charge the hourly fees listed below for services related to Tasks 1-11. Table 1. Fee Schedule r. rr - r• O Managing Director 1IDDIMillif $290/Hour $245/14our S200/Hour 5190/Hour Vice President/Engineer Manager Senior Associate II Senior Associate I $190/Hour $170/Hour $155/Hour Associate II Associate I Research Associate II _ $145/Hour $130/Hour Research Associate I Subject to the limitations below, fees related to Tasks 1-11 shall not exceed $7,500 for fiscal year 2025-26. Monthly progress payments will be made by City upon presentation of invoice by Consultant providing details or services rendered and expenses incurred. At the City's request, services in addition to those identified in the Scope of Services may be provided if the total fee required to complete Tasks 1-11 is less than $7,500. Alternatively, if the Scope of Services can be completed for less than the maximum amount, only the hours expended will be billed. In addition to fees for services, City will reimburse Consultant for travel, photocopying, database services or materials, facsimile and telephone calls, clerical services, and other out-of-pocket expenses, in an amount not to exceed $1,000. A. Disclaimer While Consultant has a fiduciary responsibility as a licensed Municipal Advisor, Consultant is not, unless otherwise stipulated, acting as the City's Municipal Advisor. The services discussed herein do not constitute any financial advice or fall under the category of municipal advisory services as defined by the SEC. B. Limitations If the maximum amount has been exceeded as a result of "extraordinary" consulting services required in connection with Task S or 9, such additional services in excess of the maximum shall be billed at the hourly rates listed above. For the purposes of this section, services rendered in connection with Task S or 9 which exceed $1,000 shall be considered extraordinary. 11 [rlcmolAgreementslDTA Public Finance, Lac. CFD No. 2001-1 (FY 25-26) Agreement FY25-0053.docx-ms Additional services other than those necessary to amend errors on the part of Consultant in Tasks 1-11 are not covered by the maximum fee listed above, 12 I:\emo\Agacements\DTA Public Finance, Inc. CFD No. 2001-1 (FY 25-26) Agreement FY25-0053.doex-ms EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways: (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees. CHECK ONE x I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code §1861). I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance. I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct. DTA Public Finance, Inc. By: �-1x- '.✓ Date: April22 2025 Kelly Wr, xecutive Officer 13 Idomo\Agreements\D"rA Public Finance, Inc. CFD No. 2001-1 (FY 25-26) Agieement FY25-0053.doex-ms