Loading...
HomeMy WebLinkAboutCC Resolution 13697 (Financial Advisory Services)RESOLUTION NO. 13697 A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH PUBLIC FINANCIAL MANAGEMENT, INC. FOR FINANCIAL ADVISORY SERVICES WHEREAS, the passage of Measure E provides additional transactions and use tax revenues over a twenty-year period, effective April 1, 2014; and WHEREAS, the City Council has prioritized the use of some of these funds for the purpose of major public facilities construction and improvements; and WHEREAS, the Facilities Subcommittee and City staff have identified a need for specialized, advisory services to assist the City in developing and executing financing strategies, including the potential issuance of debt; and WHEREAS, the Facilities Subcommittee and City staff have completed a selection process and recommended the firm Public Financial Management, Inc., to provide such financial advisory services. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL HEREBY RESOLVES AS FOLLOWS: The City Council of the City of San Rafael hereby approves and authorizes the City Manager to execute an Agreement between the City of San Rafael and Public Financial Management, Inc. for financial advisory services with an initial not -to -exceed amount of $35,000, in a final form approved by the City Attorney's Office and effective upon contract execution. I, Esther C. Beirne, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the San Rafael City Council held on the 71h day of April, 2014, by the following vote to wit: AYES: Councilmembers: Bushey, Colin, Connolly and Mayor Phillips NOES: Councilmembers: None ABSENT: Councilmembers: McCullough ESTHER C. BEIRNE, City Clerk AGREEMENT FOR FINANCIAL ADVISORY SERVICES This Agreement made and entered into this eday of � vd . by and between the City of San Rafael (the "City") and Public Financial NIanagement, I., '(the "Financial Advisor" or "PFM") sets forth the terms and conditions under which the Financial Advisor shall provide services. WHEREAS, City wishes to engage a financial advisor to develop and assist in implementing the City's strategies to meet its current and long-term financial obligations and capital financing needs and to render assistance in respect to debt transactions, and; WHEREAS, PFM is capable of providing the necessary financial advisory services; NOW, THEREFORI,., in consideration of the above mentioned premises and intending to be legally bound hereby, City and PFM agree as follows: I. SCOPE OF SERVICES PFM shall provide, upon request of the City, services related to financial planning, strategic advice, policy development, and debt issuance, as described in Exhibit A to this Agreement. Ii. WORK SCHEDULE The services of the Financial Advisor are to commence as soon as practicable after the execution of this Agreement and upon request by the City for such service. III. FINANCIAL ADVISORY COMPENSATION For the services described, PFM's professional fees and expenses shall be paid as follows: 1. For non -transactional services related to financial planning, policy development and financial analysis, PFM shall receive hourly rates as listed below. Fees for support staff are included in the hourly rates for professionals. Tide Hourly Rate 1\1anaging Director $350.00 Director $325.00 Senior 'NIanaging Consultant $300.00 Senior Analvst 5250.00 Analyst S225.00 2. It is understood by the parties that in the event that, and at such time as, the City desires PF11 to perform services related to the issuance of bonds or other financing transactions, either or both parties tray deem it to be appropriate and/or preferable for City to compensate PE11 on a different basis than that set forth in subsection 1 above. In such event, the parties intend ffiat they will negotiate a mutually agreeable basis for compensating PFNI in connection with the circumstances of each transaction. 3. Reimbursable Expenses In addition to fees for services, PFM will be reimbursed for necessary, reasonable, and documented out-of-pocket expenses incurred, including travel, meals, lodging, telephone, mail, and other ordinary cost and any actual extraordinary cost for graphics, printing, and data processing that are incurred by PFM. Appropriate documentation will be provided. 4. The fees and reimbursable expenses to be paid pursuant to this Agreement shall not exceed $35,000.00, which amount may be increased by written amendment to this Agreement approved by the City Council. IV. TERMS AND TERMINATION This agreement shall remain in effect unless canceled in writing by either party upon thirty (30) days written notice to the other party. V. NON -ASSIGNABILITY PFM shall not assign any interest in this Agreement or subcontract any of the work performed under the Agreement without the prior written consent of the City. VI. INFORMATION TO BE FURNISHED TO THE FINANCIAL ADVISOR All information, data, reports, and records in the possession of the City necessary for carrying out the work to be performed under this Agreement shall be furnished to the Financial Advisor and the City shall cooperate with the Financial Advisor in all reasonable ways. VII. NOTICES All notices given under this Agreement shall be in writing, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the address designated below. The parties designate the following as the respective places for giving notice, to - wit: CITY OF SAN RAFAEL 1400 Fifth :Avenue, Room 204 San Rafael, CA 94915-1560 Attention: Mark Moses, Finance Director PUBLIC FINANCIAL MANAGEMENT, INC. 50 California Street, Suite 2300 San Francisco, CA 94111 Attention: Sarah Hollenbeck, Managing Director 2 VIII. TITLE TRANSFER All materials, except functioning or dynamic financial models, prepared by PFM pursuant exclusively to this Agreement shall be the property of the City. Subject to the exception described above, upon termination of this Agreement, Financial Advisor shall deliver to the City copies of any and all material pertaining to this Agreement. IX. FINANCIAL ADVISOR'S REPRESENTATIVES The City has the right to request, for any reason, PFM to replace any member of the advisory staff. Should the City make such a request, PFM shall promptly suggest a substitute for approval by the City. X. INDEMNIFICATION 1. Financial Advisor shall, to the fullest extent permitted by lav, indemnify, release, defend and hold harmless the City, its officers, employees, and agents, from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation (collectively "Claims"), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Financial Advisor in die performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such Claims which are caused by the sole negligence or willful misconduct of City. 2.. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by lay. XI. INSURANCE PFM shall maintain insurance coverage with policy limits not less than as stated in Exhibit B. XII. INDEPENDENT CONTRACTOR The Financial Advisor, its employees, officers and representatives at all times shall be independent contractors and shall not be deemed to be employees, agents, partners, servants and/or joint venturers of Cita- by virtue of this Agreement or any actions or services rendered under this Agreement. XIII. NONDISCRIMINATION The Financial Advisor shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry-, national origin or disability in connection x,,rith or related to the perforinance of its duties and obligations under this Agreement. 1i XIV. COMPLIANCE WITH ALL LAWS The Financial Advisor shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. The Financial Advisor shall perform all services under flus Agreement in accordance with these laws, ordinances, codes and regulations. The Financial Advisor shall release, defend, indemnify and hold harmless City, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any Laws, ordinances, codes or regulations. XV. CITY BUSINESS LICENSE / OTHER TAXES The Financial Advisor shall obtain and maintain during the duration of this Agreement, a City business license as required by the San Rafael Municipal Code. The Financial Advisor shall pay any and all state and federal taxes and any other applicable taxes. City shall not be required to pay for any work performed under this Agreement, until the Financial Advisor has provided City with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). XVI. APPLICABLE LAW The Laws of the State of California shall govern this Agreement. XVII. ENTIRE AGREEMENT This Agreement represents the entire agreement between City and PFNI and may not be amended or modified except in writing signed by both parties. IN WITNESS THEREOF, the City and PFM have executed this Agreement as of the day and year herein above written. ATTEST: CITY OF SAN RAFAEL Nancy Nfackle, City Manager Date: 3t� / I r 4 ATTEST: AeAQIC Esther Beirne, City Clerk APPROVED AS TO FORM: Robert F. Epstein, City ttorne � V 5 ATTEST: PUBLIC FINANCIAL MANAGEMENT, INC. By: (Witness) Name, Tide Date: 4// EXHIBIT A 1. Services to be provided by PFM in connection with financial planning and analysis and policy development may include, but not be limited to: Assist the City in the formulation of financial and debt policies and administrative procedures. • Assist the City with the development of the City's financial planning efforts and process by assessing capital needs, identifying potential revenue sources, analyzing financing alternatives such as pay-as-you-go, lease/purchasing, short-term vs. long- term financings, assessments, user fees, impact fees, developer contributions, public/private projects, and grants and provide analysis of each alternative as required as to the budgetary and financial impact. • Analyze future debt capacity and review current debt structure, identifying strengths and weaknesses of structure so that future debt issues can be designed to maximize ability to finance future capital needs. • Analyze opportunities to refund the City's outstanding debt. • Review the reports of accountants, independent engineers and other consultants; provide bond market assumptions if necessary for financial projections included in such studies. • Attend meetings with City officials and staff, consultants and other professionals. • Undertake any and all other financial planning and policy development assignments made by the City regarding bond and other financings, and financial policy including budget, tax, cash management issues and related fiscal policy and programs. • Assist the City in preparing financial presentations for City Council meetings and/or other meetings and public hearings. 3. Services to be provided by PFM in connection with debt transactions may include, but not be limited to: Develop a financing plan in concert with City's staff which would include recommendations as to the optimal combination of cash funding and debt financing, the type and structure of any borrowings, timing and number of financings, etc. Advise as to the various financing alternatives available to the City. • Develop alternatives related to debt transaction including evaluation of revenues available, maturity schedule and cash flow requirements. M Assist the City by recommending the best method of sale for any bonds, either as a negotiated sale, competitive sale, or private placement. In the event of a negotiated sale, assist in the solicitation, review and evaluation of any investment banking proposals, and provide advice and information necessary to aid in such selection. In a competitive sale, make recommendation as to the determination of the best bid. • If appropriate, develop credit rating presentation and coordinate with the City the overall presentation to rating agencies. • Assist the City in the procurement of other services relating to debt issuance such as printing, paying agent, registrar, etc. • Identify key bond covenant features and advise as to the financial consequences of provisions to be included in bond resolutions regarding security, creation of reserve funds, flow of funds, redemption provisions, additional parity debt tests, etc. • Provide regular updates of tax-exempt bond market conditions and advise the City as to the tuning of its debt issuances. • Advise the City on the condition of the bond market at the time of sale, including volume, timing considerations, competing offerings, and general economic considerations. • Assist and advise the City in negotiations with underwriters regarding fees, pricing of the bonds and final terms of any security offering. • Assist in the closing of the transaction. If the transaction is competitively sold, the services of the financial advisor will be modified to reflect that process. EXHIBIT B INSURANCE REOUIREMENTS A. Scope of Coverage. During the term of this Agreement, PFM shall maintain, at no expense to City, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of two million dollars ($2,000,000) per occurrence/four million dollars ($4,000,000) aggregate, to cover any claims arising out of the PFM's performance of services under this Agreement. Where PFM is a professional not required to have a professional license, City reserves the right to require PFM to provide professional liability insurance pursuant to this section. 4. If it employs any person, PFM shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both PFM and City against all liability for injuries to PFM's officers and employees. PFM'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against City. B. Other Insurance Requirements. The insurance coverage required of the PFM in subparagraph A above shall also meet the following requirements: 1. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the City, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under PFM'S insurance policies shall be primary with respect to any insurance or coverage maintained by City and shall not call upon City's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in PFM'S policies shall be at least as broad as ISO form CG20 0104 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel. terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the City. 9 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written contract or agreement) before City's own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in PFM's insurance policies must be declared to and approved by City's City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or City or other additional insured party. At City's option, the deductibles or self-insured retentions with respect to City shall be reduced or eliminated to City's satisfaction, or PFM shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. PFM shall provide to City all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excemts of Dolicv language or specific endorsements evidencing the other insurance reouirements set forth in this Agreement. City reserves the right to obtain a full certified copy of any insurance policy and endorsements from PFM. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by City's City Attorney. 9'