HomeMy WebLinkAboutD- 1 Feildman, Rolapp & Assoc.CITY OF AZUSA
PROFESSIONAL SERVICES AGREEMENT
PARTIES AND DATE.
This Agreement is made and entered into this 10th day of January, 2005 by and
between the City of Azusa, a municipal organization organized under the laws of the
State of California with its principal place of business at 213 East Foothill Boulevard,
Azusa, California 91702-1295 ("City") and Fieldman, Rolapp & Associates, a California
Corporation, with its principal place of business at 19900 Mac Arthur Blvd., Suite 1 100,
Irvine, CA. 92612 ("Consultant"). City and Consultant are sometimes individually
referred to as "Party" and collectively as "Parties".
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that it is experienced in providing Financial
Advisor services to public clients, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the formation of a
Community Facilities District for the Monrovia Nursery project ("Project") as set forth in
this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1 .1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional Financial
Advisor consulting services necessary for the Project ("Services"). The Services are
more particularly described in Exhibit "A" attached hereto and incorporated herein by
reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state and federal laws, rules and regulations.
3.1 .2 Term. The term of this Agreement shall be from January 2, 2005
to June 30, 2006, unless earlier terminated as provided herein. Consultant shall
complete the Services within the term of this Agreement, and shall meet any other
established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates Inde endent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional
personnel performing the Services under this Agreement on behalf of Consultant shall
also not be employees of City and shall at all times be under Consultant's exclusive
direction and control. Consultant shall pay all wages, salaries, and other amounts due
such personnel in connection with their performance of Services under this Agreement
and as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance, and
workers' compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule
of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Reguirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon written approval of
City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City. The key personnel for performance of this Agreement are as
follows: Thomas G. Johnsen, Principal, Adam S. Bauer Assistant Vice President, and Julio
F. Morales, Vice President.
3.2.5 City's Representative. The City hereby designates Mr. Joseph F.
Hsu, Interim City Manager, or his or her designee, to act as its representative for the
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performance of this Agreement ("City's Representative"). City's Representative shall
have the power to act on behalf of the City for all purposes under this Contract.
Consultant shall not accept direction or orders from any person other than the City's
Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates
Thomas C. Johnsen, Principal, or his or her designee, to act as its representative for the
performance of this Agreement ("Consultant's Representative"). Consultant's
Representative shall have full authority to represent and act on behalf of the Consultant
for all purposes under this Agreement. The Consultant's Representative shall supervise
and direct the Services, using his best skill and attention, and shall be responsible for
all means, methods, techniques, sequences and procedures and for the satisfactory
coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services.
Consultant warrants that all employees and subcontractors shall have sufficient skill
and experience to perform the Services assigned to them. Finally, Consultant
represents that it, its employees and subcontractors have all licenses, permits,
qualifications and approvals of whatever nature that are legally required to perform the
Services, including a City Business License, and that such licenses and approvals shall
be maintained throughout the term of this Agreement. As provided for in the
indemnification provisions of this Agreement, Consultant shall perform, at its own cost
and expense and without reimbursement from the City, any services necessary to
correct errors or omissions, which are caused by the Consultant's failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub -
consultants who is determined by the City to be uncooperative, incompetent, a threat to
the adequate or timely completion of the Project, a threat to the safety of persons or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed
of and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for
all violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all
costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
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directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of
any failure or alleged failure to comply with such laws, rules or regulations.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence
Work under this Agreement until it has provided evidence satisfactory to the City that it
has secured all insurance required under this section. In addition, Consultant shall not
allow any subcontractor to commence work on any subcontract until it has provided
evidence satisfactory to the City that the subcontractor has secured all insurance
required under this section.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees or subcontractors. Consultant shall also require all of its
subcontractors to procure and maintain the same insurance for the duration of the
Agreement. Such insurance shall meet at least the following minimum levels of
coverage:
(A) Minimum Scope of Insurance. Coverage shall be at
least as broad as the latest version of the following: (1) General Liability. Insurance
Services Office Commercial General Liability coverage (occurrence form CG 0001); (2)
Automobile Liability. Insurance Services Office Business Auto Coverage form number CA
0001, (any auto); and (3) Workers' Compensation and Employer's Liability. Workers'
Compensation insurance as required by the State of California and Employer's Liability
Insurance.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability.• $1,000,000 per occurrence for bodily
injury, personal injury and property damage. If Commercial General Liability Insurance
or other form with general aggregate limit is used, either the general aggregate limit
shall apply separately to this Agreement/ location or the general aggregate limit shall be
twice the required occurrence limit; (2) Automobile Liability.• $1,000,000 per accident
for bodily injury and property damage; and (3) Workers' Compensation and Employer's
Liability: Workers' Compensation limits as required by the Labor Code of the State of
California. Employer's Liability limits of $1,000,000 per accident for bodily injury or
disease.
3.2.10.3 Professional Liability. Not Applicable.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms
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supplied or approved by the City to add the following provisions to the insurance
policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees, agents
and volunteers shall be covered as additional insured with respect to the Work or
operations performed by or on behalf of the Consultant, including materials, parts or
equipment furnished in connection with such work; and (2) the insurance coverage shall
be primary insurance as respects the City, its directors, officials, officers, employees,
agents and volunteers, or if excess, shall stand in an unbroken chain of coverage
excess of the Consultant's scheduled underlying coverage. Any insurance or self-
insurance maintained by the City, its directors, officials, officers, employees, agents and
volunteers shall be excess of the Consultant's insurance and shall not be called upon to
contribute with it in any way.
(B) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the City, its directors, officials, officers, employees,
agents and volunteers shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto leased, hired
or borrowed by the Consultant or for which the Consultant is responsible; and (2) the
insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, employees, agents and volunteers, or if excess, shall stand in an
unbroken chain of coverage excess of the Consultant's scheduled underlying coverage.
Any insurance or self-insurance maintained by the City, its directors, officials, officers,
employees, agents and volunteers shall be excess of the Consultant's insurance and
shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, employees, agents and volunteers for losses paid under the
terms of the insurance policy, which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended,
voided, reduced or canceled except after thirty (30) days prior written notice by
certified mail, return receipt requested, has been given to the City; and (B) any failure to
comply with reporting or other provisions of the policies, including breaches of
warranties, shall not affect coverage provided to the City, its directors, officials,
officers, employees, agents and volunteers.
3.2.10.5 Separation of Insureds• No S ecial Limitations. All
insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the City, its directors, officials, officers, employees,
agents and volunteers.
3.2.10.6 Deductibles and Self -Insurance Retentions. Any
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deductibles or self-insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall
reduce or eliminate such deductibles or self-insured retentions as respects the City, its
directors, officials, officers, employees, agents and volunteers; or (2) the Consultant
shall procure a bond guaranteeing payment of losses and related investigation costs,
claims and administrative and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed
with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do
business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with original certificates of insurance and endorsements effecting coverage required by
this Agreement on forms satisfactory to the City. The certificates and endorsements for
each insurance policy, shall be signed by a person authorized by that insurer to bind
coverage on its behalf, and shall be on forms provided by the City if requested. All
certificates and endorsements must be received and approved by the City before work
commences. The City reserves the right to require complete, certified copies of all
required insurance policies, at any time.
3.2.1 1 Safety. Consultant shall execute and maintain its work so as to
avoid injury or damage to any person or property. In carrying out its Services, the
Consultant shall at all times be in compliance with all applicable local, state and federal
laws, rules and regulations, and shall exercise all necessary precautions for the safety
of employees appropriate to the nature of the work and the conditions under which the
work is to be performed. Safety precautions as applicable shall include, but shall not be
limited to: (A) adequate life protection and life saving equipment and procedures; (B)
instructions in accident prevention for all employees and subcontractors, such as safe
walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space
procedures, trenching and shoring, equipment and other safety devices, equipment and
wearing apparel as are necessary or lawfully required to prevent accidents or injuries;
and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates
set forth in Exhibit "C" attached hereto and incorporated herein by reference.
Compensation for Formation Services shall not exceed $20,000 (Twenty Thousand
Dollars) without written approval of City's City Manager, and for Debt Issuance Services
as shown in Exhibit C. Extra Work may be authorized, as described below, and if
authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates work completed and hours of Services
rendered by Consultant during Formation Phase. The statement shall describe the
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amount of Services and supplies provided since the initial commencement date, or since
the start of the subsequent billing periods, as appropriate, through the date of the
statement. City shall, within 45 days of receiving such statement, review the statement
and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work, which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall 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.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written
notice to Consultant, terminate the whole or any part of this Agreement at any time and
without cause by giving written notice to Consultant of such termination, and specifying
the effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those
services, which have been adequately rendered to City, and Consultant shall be entitled
to no further compensation. Consultant may not terminate this Agreement except for
cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
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3.5.1.3 Additional.Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
Consultant:
City:
Mr. Thomas G. Johnsen, Principal
Fieldman, Rolapp & Associates
19900 Mac Arthur Blvvd., Suite 1 100
Irvine, Ca. 92612-2433
City Manager
City of Azusa
213 East Foothill Blvd.
Azusa, CA 91702-1295
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data;_Licensincl of Intellectual
Property. This Agreement creates a non-exclusive and perpetual license for City to
COPY, use, modify, reuse, or sublicense any and all copyrights, designs, and other
intellectual property embodied in plans, specifications, studies, drawings, estimates,
and other documents or works of authorship fixed in any tangible medium of
expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall
require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this
Agreement. Consultant represents and warrants that Consultant has the legal right to
license any and all Documents & Data. Consultant makes no such representation and
warranty in regard to Documents & Data, which were prepared by design professionals
other than Consultant or provided to Consultant by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use
not within the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda,
specifications, plans, procedures, drawings, descriptions, computer program data, input
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record data, written information, and other Documents and Data either created by or
provided to Consultant in connection with the performance of this Agreement shall be
held confidential by Consultant. Such materials shall not, without the prior written
consent of City, be used by Consultant for any purposes other than the performance of
the Services. Nor shall such materials be disclosed to any person or entity not
connected with the performance of the Services or the Project. Nothing furnished to
Consultant, which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall
not use City's name or insignia, photographs of the Project, or any publicity pertaining
to the Services or the Project in any magazine, trade paper, newspaper, television or
radio production or other similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as may
be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection
with this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorney's fees and all other costs of such
action.
3.5.6 Indemnification. Consultant shall defend, indemnify and hold the
City, its officials, officers, employees, volunteers and agents free and harmless from any
and all claims, demands, causes of action, costs, expenses, liability, loss, damage or
injury, in law or equity, to property or persons, including wrongful death, in any manner
arising out of or incident to any alleged acts, omissions or willful misconduct of
Consultant, its officials, officers, employees, agents, consultants and contractors arising
out of or in connection with the performance of the Services, the Project or this
Agreement, including without limitation the payment of all consequential damages and
attorneys fees and other related costs and expenses, provided that Consultant will not
be liable to indemnify or hold harmless City from damages by reason of changed events
and conditions beyond the control of either Consultant or City or from errors of
judgment reasonably made by Consultant. Consultant shall defend, at Consultant's
own cost, expense and risk, any and all such aforesaid suits, actions or other legal
proceedings of every kind that may be brought or instituted against City, its directors,
officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any
judgment, award or decree that may be rendered against City or its directors, officials,
officers, employees, agents or volunteers, in any such suit, action or other legal
proceeding. Consultant shall reimburse City and its directors, officials, officers,
employees, agents and/or volunteers, for any and all legal expenses and costs incurred
by each of them in connection therewith or in enforcing the indemnity herein provided.
Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if
any, received by the City, its directors, officials officers, employees, agents or
volunteers.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement
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of the parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County,
3.5.9 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.1 OCit 's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.1 1 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and
void, and any assignees, hypothecates or transferees shall acquire no right or interest
by reason of such attempted assignment, hypothecation or transfer.
3.5.1 3 Construction- References,• Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not workdays. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or
intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed
by both Parties.
3.5.1 5 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No
waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give
the other Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third_ Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.1 71nvalidity; Severability. If any portion of this Agreement is declared
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invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other
than a bona fide employee working solely for Consultant, any fee, commission,
percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. For breach or violation of this warranty,
City shall have the right to rescind this Agreement without liability. For the term of this
Agreement, no member, officer or employee of City, during the term of his or her
service with City, shall have any direct interest in this Agreement, or obtain any present
or anticipated material benefit arising therefrom.
3.5.19Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex or age. Such non-discrimination shall include, but not be
limited to, all activities related to initial employment, upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff or termination. Consultant shall also
comply with all relevant provisions of City's Minority Business Enterprise program,
Affirmative Action Plan or other related programs or guidelines currently in effect or
hereinafter enacted.
3.5.20Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code, which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement., Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each
of which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
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CITY OF AZUSA
By: J By:
Joseph F. H u
Interim City Manager
Attest: .�
City Clerk
Approved as to Form:
Best Best & Krieger LLP
City Attorney
RVPUB\NGS\544364 12
FIELDMAN, ROLAPP & ASSOCIATES
Phomas�.j�ohnsen
Principalx-
EXHIBIT "A"
SCOPE OF SERVICES
RVPUB\NGS\544364 A-1
allAZUSA
PROPOSAL FOR FINANCIAL ADVISOR SERVICES
APPENDIX 3
SCOPE OF WORK / FEES AND EXPENSES
SCOPE OF WORK
PROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADVISOR
BY AND BETWEEN
THE CITY OF AZUSA
AND
FIELDMAN, ROLAPP & ASSOCIATES
Scope ofServrces
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. District Formation Services.
1. Preliminary Survey
We will confer with City staff, bond counsel, consultants, and other interested parties for the
purpose of making a preliminary survey of the Project and to assist in the formulation of a
coordinated plan to form the C.F.D. and fund the Project.
2. Attendance at Meetings/Work Sessions
We will attend meetings and work sessions concerning the Project and be available to attend
meetings to explain issues related to the C.F.D. formation process and related topics.
3. Consultation/Advice
We will be available to the City for consultation and advice.
4. Review and Comment on Formation Documents
We will assist in the development, review, and analysis of various formation documents.
These documents include the Rate and Method of Apportionment and related Special Tax
formula, Resolution of Intention and other legal documents.
Fieldman Rolapp & Associates Appendix 3-1
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AZU54
PROPOSAL FOR FINANCIAL ADVISOR SERVICES
5. Project Management
Under direction of City staff, act to coordinate formation process by scheduling and
coordinating meetings, preparing agendas and notes, arranging for conference calls and
other actions to facilitate the process.
C. 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 Consultant's proposed debt issuance Services may include, but shall
not be limited to, the following:
• Establish the Financing Objectives
• Develop the Financing Schedule
Monitor the Transaction Process
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
• Conduct Market Analysis and Evaluate Timing of Market Entry
• Recommend Award of Debt Issuance
• Provide Pre -Closing and Closing Assistance
Specifically, Consultant will:
1. Es ablish the Financing; Objectives.
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 method of sale of debt and
outline the steps required to achieve efficient market access.
2. Develop the EiingLclng 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. M nitor he 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
Fieldman Rolapp & Associates Appendix 3-2
'°S
PROPOSAL FOR FINANCIAL ADVISOR SERVICES
legal and disclosure documents and shall monitor the progress of all activities leading to the
s216 of debt. The Consultant shall prepare the iiinetables 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 Stg,Iement
a. 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 review 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
+ 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 will post and maintain the final official statement on an internet
web site.
5. Procure gnd 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,
redevelopment consultants, or escrow verification agents or other professionals, if the City
directs.
6. Provide Fin ncial Ad ice to he C' Mating to Financin Dauments.
Simultaneous with assisting in the preparation of official statements for each debt issue-
relating
ssuerelating 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
Fieldman Rolapp & Associates Appendix 3-3
PROPOSAL FOR FINANCIAL ADVISOR SERVICES
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. Cam ut 5iain and Desi 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. ConLuct Market Analysis and Evaluate Timing f Market EnM.
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.
Negotiated Sales.
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
• Investment of debt issue proceeds
• Distribution mix among institutional and retail purchasers
• Interest rate, reoffering terms and underwriting discount with comparable issues
• Redemption provisions
9. Recommend Award of Debt I."uatice
The Consultant will recommend to accept or reject offers to purchase the debt issue.
10. Provide Prs-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.
Fieldman Rolapp & associates Appendix 3-4
PROPOSAL FOR FINANCIAL ADVISOR SERVICES
C. Oeciai 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.
Fieldman Rolapp & Associates
Appendix 3-5
EXHIBIT "B"
SCHEDULE OF SERVICES
The CFD Formation Schedule has not been firmly established at this point. Fieldman, Rolapp &
Associates is committed to meeting whatever schedule will be determined at a later date.
RVPUB\NGS\544364 D-1
EXHIBIT "C"
COMPENSATION
C-1
PROPOSAL FOR FINANCIAL ADVISOR SERVICES
FEES AND EXPENSES
FINANCIAL ADVISORY SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF AZUSA
AND
FIELDMAN, ROLAPP & ASSOCIATES
Fees and Expenses
Part 1. Fee for District Formation Services
Fees for formation services rendered will be billed at our hourly rates (see hourly rate table below)
and shall not exceed $20,000, except if the District formation and landowner election are not
complete and final by October 1, 2005, in which case formation fee limit may be increased by mutual
consent of City and consultant.
Part 2. Fee for Debt Issuance Services
Financial Advisory Services performed pursuant to debt issuance, shall be contingent on, and
payable at the closing of the debt issue(s) undertaken to finance the Project.
Transactinn Size Fees
$1 to $10,00,000 $29,500
$10,000,001 to $20,000,000 $34,500
$20,000,001 to $30,000,000 $44,500
$30,000,001 or above to be negotiated
Part 3. Other Services
Unless agreed to otherwise, financial advisory services performed pursuant to Section 2 of this
Agreement will be billed at the then current hourly rates. The table below reflects the rates in effect
as of the date of execution of this Agreement.
Reqrsonnel
Hourly Rate
Executive Officers........................................................................
$295.00
Principals........................................................................................
$275.00
Senior Vice President...................................................................
$250.00
VicePresidents..............................................................................
$225.00
Assistant Vice President..............................................................
$195.00
SeniorAssociate............................................................................
$145.00
Associate........................................................................................
$120.00
Analyst..............................................................................................
$80.00
Administrative Assistants..............................................................
$65.00
Clerical..............................................................................................
$35.00
Fieldman Rolapp & Associates Appendix 3-6
PROPOSAL FOR FINANCIAL ADVISOR SERVICES
Expenses
Expenses will be billed for separately and will cover, among other things, travel, lodging, subsistence,
overnight courier, internet posting, 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 for debt issuance services
is added to verifiable out-of-pocket costs for recovery of costs such as telephone, postage, document
reproduction and the like.
Fieldman Rolapp & Associates Appendix 3-7