2014/05/13 City Council Resolution 2014-041RESOLUTION NO. 2014 -041
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING THE CONSULTANT AGREEMENT FOR
FINANCIAL ADVISOR SERVICES WITH FIELDMAN, ROLAPP & ASSOCIATES
WHEREAS, the City currently requires financial advice for general financial matters and
development of a Community Facilities District; and
WHEREAS, the City of Rohnert Park Municipal Code Title 3 Chapter 3.04 provides that
the City's purchasing functions shall be governed by the City's purchasing policy; and
WHEREAS, consistent with City of Rohnert Park Purchasing Policy Section 3.6.6(D),
the City staff solicited proposals for Financial Advisor Services, and four (4) proposals were
received of which two (2) firms were interviewed; and
WHEREAS, staff recommended Fieldman, Rolapp & Associates based on their professional
skills and qualifications, the scope of work included in their proposal and other factors identified in the
staff report presented to the City Council on May 13, 2014; and
WHEREAS, contract will commence upon execution and remain in effect until
completed.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that it does hereby authorize and approve a contract by and between Fieldman, Rolapp &
Associates and the City of Rohnert Park for Financial Advisor Services; and
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed
to execute documents pertaining salve for and on behalf of the City of Rohnei-t Park, including
the agreement for services in substantially similar form as shown in Exhibit A, which is
incorporated by this reference, subject to minor modification by the City Manager or City
Attorney.
DULY AND REGULARLY ADOPTED this 13th day of May, 2014.
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ATTEST: Fa T it s�
nne M. Buergler, City Clerk
Attachment: Exhibit A
CITY OF ROHNERT PARK
Josep . Callinan, Mayor
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ATTACHMENT
19 62
130 Avram Avenue
City of Rohnert Park
Rohnert Park, CA 94928
CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is entered into as of the 13th day of May, 2014 by and between the
CITY OF ROHNERT PARK ( "City "), a California municipal corporation, and Fieldman, Rolapp
& Associates ( "Consultant ")
RECITALS
WHEREAS, City desires to obtain financial advisement services to perform General
Financial Matters and Development of a Community Facilities District; and
WHEREAS, Consultant hereby warrants to the City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as
follows:
1. Incorporation of Recitals. The recitals set forth above, and all defined terms set forth in
such recitals and in the introductory paragraph preceding the recitals, are hereby incorporated
into this Agreement as if set forth herein in full.
2. Project Coordination.
A. City. The City Manager or his /her designee, shall represent City for all purposes
under this Agreement. The City Manager or his /her designee is hereby designated as the
Project Manager. The Project Manager shall supervise the progress and execution of
this Agreement.
S.Consultant. The Consultant shall assign Jim Fabian, Principal Engagement Manager
to have overall responsibility for the progress and execution of this Agreement for
Consultant.
3. Scope and Performance of Services
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A. Scope of Services. Subject to such policy direction and approvals as the City
through its staff may determine from time to time, Consultant shall perform the services
set out in the "Scope of Work" attached hereto as Exhibit A and incorporated herein by
reference.
B. Time of Performance. The services of Consultant are to commence upon receipt
of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance
coverage, and satisfactory evidence thereof, to City. Consultant shall perform its services
in accordance with the schedule attached hereto as Exhibit A, and incorporated herein by
reference. Any changes to these dates in either this Section 3 or Exhibit A must be
approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of Consultant as a
material inducement to entering into this Agreement. All work performed by Consultant
under this Agreement shall be in accordance with all applicable legal requirements and
shall meet the standard of quality ordinarily to be expected of competent professionals in
Consultant's field of expertise.
Compensation and Method of Pam.
A. Compensation. The compensation to be paid to Consultant, including both
payment for professional services and reimbursable expenses, shall be at the rate and
schedules attached hereto as Exhibit B, and incorporated herein by reference. Payment by
City under this Agreement shall not be deemed a waiver of unsatisfactory work, even if
such defects were known to the City at the time of payment.
B. Timing of Payment. Consultant shall submit itemized monthly statements for
work performed. City shall make payment, in full, within thirty (30) days after approval
of the invoice by the Project Manager.
C. Changes in Compensation. Consultant will not undertake any work that will incur
costs in excess of the amount set forth in Paragraph 4(A) without prior written
amendment to this Agreement.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under the
federal Social Security Act, any applicable unemployment insurance contributions,
Workers Compensation insurance premiums, sales taxes, use taxes, personal property
taxes, or other taxes or assessments now or hereafter in effect and payable by reason of or
in connection with the services to be performed by Consultant.
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E. No Overtime or Premium Pay. Consultant shall receive no premium or enhanced
pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours per
work week, or work performed during non - standard business hours, such as in the
evenings or on weekends. Consultant shall not receive a premium or enhanced pay for
work performed on a recognized holiday. Consultant shall not receive paid time off for
days not worked, whether it be in the form of sick leave, administrative leave, or for any
other form of absence.
F. Litigation Support. Consultant agrees to testify at City's request if litigation is
brought against City in connection with Consultant's work product. Unless the action is
brought by Consultant or is based upon Consultant's negligence, City will compensate
Consultant for the preparation and the testimony at Consultant's standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Amendment to Scope of Work. City shall have the right to amend the Scope of Work
within the Agreement by written notification to the Consultant. In such event, the compensation
and time of performance shall be subject to renegotiation upon written demand of either party to
the Agreement. Consultant shall not commence any work exceeding the Scope of Work without
prior written authorization from the City. Failure of the Consultant to secure City's written
authorization for extra or changed work shall constitute a waiver of any and all right to
adjustment in the contract price or time due, whether by way of compensation, restitution,
quantum meruit, etc. for work done without the appropriate City authorization.
6. Term. This Agreement shall commence upon its execution by both parties and shall
continue in full force and effect until completed, amended pursuant to Section 21, or otherwise
terminated as provided herein.
7. Inspection. Consultant shall furnish City with every reasonable opportunity for City to
ascertain that the services of Consultant are being performed in accordance with the requirements
and intentions of this Agreement. All work done and all materials furnished, if any, shall be
subject to the Project Manager's inspection and approval. The inspection of such work shall not
relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
8. Ownership of Documents. Title to all plans, specifications, maps, estimates, reports,
manuscripts, drawings, descriptions and other final work products compiled by the Consultant
under the Agreement shall be vested in City, none of which shall be used in any manner
whatsoever, by any person, firm, corporation, or agency without the expressed written consent of
the City. Basic survey notes and sketches, charts, computations, and other data prepared or
obtained under the Agreement shall be made available, upon request, to City without restriction
or limitations on their use. Consultant may retain copies of the above - described information but
agrees not to disclose or discuss any information gathered, discussed or generated in any way
through this Agreement without the written permission of City during the term of this
Agreement, unless required by law.
9. Employment of Other Consultants, Specialists or Experts. Consultant will not employ or
otherwise incur an obligation to pay other consultants, specialists or experts for services in
connection with this Agreement without the prior written approval of the City.
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10. Conflict of Interest. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant's performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant's services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees to at all times avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
A. Consultant is not a designated employee within the meaning of the Political
Reform Act because Consultant:
1) will conduct research and arrive at conclusions with respect to its rendition
of information, advice, recommendation, or counsel independent of the control
and direction of the City or of any City official, other than normal contract
monitoring; and
2) possesses no authority with respect to any City decision beyond the rendition of
information, advice, recommendation, or counsel. (2 Cal. Code Regs. § 18700(a)(2).)
11. Liability of Members and Employees of City. No member of the City and no other
officer, elected official, employee or agent of the City shall be personally liable to Consultant or
otherwise in the event of any default or breach of the City, or for any amount which may become
due to Consultant or any successor in interest, or for any obligations directly or indirectly
incurred under the terms of this Agreement.
12. Indemnity. To the fullest extent permitted by law, Consultant hereby agrees to defend (by
counsel reasonably satisfactory to the City), indemnify, and hold harmless the City, its officers,
elected officials, employees, agents, and volunteers from and against any and all claims,
demands, damages, costs, liabilities, or obligations brought on account of or arising out of any
acts, errors, or omissions of Consultant, its officers, employees, agents, and subcontractors
undertaken pursuant to this Agreement excepting liabilities due to the sole negligence or willful
misconduct of City. The City has no liability or responsibility for any accident, loss, or damage
to any work performed under this Agreement whether prior to its completion and acceptance or
otherwise. Consultant's duty to indemnify and hold harmless, as set forth herein, shall include
the duty to defend as set forth in California Civil Code § 2778. This indemnification obligation
is not limited in any way by any limitation on the amount or type of damages or compensation
payable by or for Consultant under Worker's Compensation, disability or other employee benefit
acts or the terms, applicability or limitations of any insurance held or provided by Consultant and
shall continue to bind the parties after termination/completion of this agreement. This
indemnification shall be regardless of and not in any way limited by the insurance requirements
of this contract. This indemnification is for the full period of time allowed by law and shall
survive the termination of this agreement.
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13. Consultant Not an Agent of City. Consultant, its officers, employees and agents shall not
have any power to bind or commit the City to any decision.
14. Independent Contractor. It is expressly agreed that Consultant, in the performance of the
work and services agreed to be performed by Consultant, shall act as and be an independent
contractor and not an agent or employee of City; and as an independent contractor, Consultant
shall obtain no rights to retirement benefits or other benefits which accrue to City's employees,
and Consultant hereby expressly waives any claim it may have to any such rights.
15. Compliance with Laws.
A. General. Consultant shall use the standard of care in its profession to comply with
all applicable federal, state, and local laws, codes, ordinances, and regulations.
Consultant represents and warrants to City that it has and shall, at its sole cost and
expense, keep in effect or obtain at all tunes during the term of this Agreement any
licenses, permits, insurance and approvals which are legally required for Consultant to
practice its profession. Except as otherwise allowed by City in its sole discretion,
Consultant and all sub consultants shall have acquired, at their expense, a business license
from City in accordance with Chapter 5.04 of the Rohnert Park Municipal Code prior to
City's issuance of an authorization to proceed with the Services. Such license(s) must be
kept valid throughout the term of this Agreement. The City is not responsible or liable for
Consultant's failure to comply with any or all of the requirements contained in this
paragraph.
B. Workers' Compensation. Consultant certifies that it is aware of the provisions of
the California Labor Code which require every employee to be insured against liability
for workers' compensation or to undertake self - insurance in accordance with the
provisions of that Code, and Consultant certifies that it will comply with such provisions
before commencing performance of the Agreement and at all times in the performance of
the Agreement.
C. Prevailing Wage. Consultant and Consultant's sub - consultants (if any) shall, to
the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial
Relations of the State of California pursuant to California Labor Code, Part 7, Chapter 1,
Article 2. Copies of the applicable wage determination are on file at the City's office of
the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware of and
has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. City Not Responsible. City is not responsible or liable for Consultant's failure to
comply with any and all of its requirements under this section and Agreement.
F. Waiver of Subrogation. Consultant and Consultant's insurance company agree to
waive all rights of subrogation against City, its officers, elected officials, employees,
agents and volunteers for losses paid under Consultant's workers' compensation insurance
policy which arise from the work performed by Consultant for the City.
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16. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by the City, or as required by law.
17. Assignment; Subcontractors; Employ
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its duties,
responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City's prior written consent. Any
assignment without such approval shall be void and, at the City's option, shall
immediately cause this Agreement to terminate.
B. Subcontractors; Employ. Consultant shall be responsible for employing or
engaging persons necessary to perform the services of Consultant hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather,
subcontractors are deemed to be employees of the Consultant, and Consultant agrees to
be responsible for their performance. Consultant shall give its personal attention to the
fulfillment of the provisions of this Agreement by all of its employees and subcontractors,
if any, and shall keep the work under its control. If any employee or subcontractor of
Consultant fails or refuses to carry out the provisions of this Agreement or appears to be
incompetent or to act in a disorderly or improper manner, it shall be discharged
immediately from the work under this Agreement on demand of the Project Manager.
18. Insurance. Without limiting consultant's indemnification provided herein, Consultant
shall comply with the requirements set forth in Exhibit C to this Agreement.
19. Termination of Agreement; Default.
A. This Agreement and all obligations hereunder may be terminated at any time, with
or without cause, by the City upon 5 -days' written notice to Consultant.
B. If Consultant fails to perform any of its obligations under this Agreement within
the time and in the manner herein provided or otherwise violate any of the terms of this
Agreement, in addition to all other remedies provided by law, City may terminate this
Agreement immediately upon written notice. In such event, Consultant shall be entitled
to receive as full payment for all services satisfactorily rendered and expenses incurred
hereunder, an amount which bears the same ratio to the total fees specified in the
Agreement as the services satisfactorily rendered hereunder by Consultant bear to the
total services otherwise required to be performed for such total fee; provided, however,
that the City shall deduct from such amount the amount of damages, if any, sustained by
City by virtue of the breach of the Agreement by consultant.
C. In the event this Agreement is terminated by City without cause, Consultant shall
be entitled to any compensation owing to it hereunder up to the time of such termination,
it being understood that any payments are full compensation for services rendered prior to
the time of payment.
D. Upon termination of this Agreement with or without cause, Consultant shall turn
over to the City Manager immediately any and all copies of studies, sketches, drawings,
computations, and other data, whether or not completed, prepared by Consultant or its
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subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection
with this Agreement. Such materials shall become the permanent property of the City.
Consultant, however, shall not be liable for the City's use of incomplete materials nor for
the City's use of complete documents if used for other than the project contemplated by
this Agreement.
20. Suspension. The City shall have the authority to suspend this Agreement and the services
contemplated herein, wholly or in part, for such period as it deems necessary due to unfavorable
conditions or to the failure on the part of the Consultant to perform any provision of this
Agreement. Consultant will be paid for satisfactory Services performed through the date of
temporary suspension.
21. Merger; Amendment. This Agreement constitutes the complete and exclusive statement
of the agreement between the City and Consultant and shall supersede all prior negotiations,
representations, or agreements, either written or oral. This document may be amended only by
written instrument, signed by both the City and Consultant. All provisions of this Agreement are
expressly made conditions.
22. Interpretation. This Agreement shall be interpreted as though it was a product of a joint
drafting effort and no provisions shall be interpreted against a party on the ground that said party
was solely or primarily responsible for drafting the language to be interpreted.
23. Litigation Costs. If either party becomes involved in litigation arising out of this
Agreement or the performance thereof, the court in such litigation shall award reasonable costs
and expenses, including attorneys' fees, to the prevailing party. In awarding attorneys' fees, the
court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys' fees paid or incurred in good faith.
24. Time of the Essence. Time is of the essence of this Agreement.
25. Written Notification. Any notice, demand, request, consent, approval or communication
that either party desires or is required to give to the other party shall be in writing and either
served personally or sent by prepaid, first class mail. Any such notice, demand, etc. shall be
addressed to the other party at the address set forth below. Either party may change its address
by notifying the other party of the change of address. Notice shall be deemed communicated
within 72 hours from the time of mailing if mailed as provided in this section.
If to City: City Manager
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: Jim Fabian, Principal
Fieldman, Rolapp & Associates
19900 MacArthur Blvd. Suite 1100
Irvine, CA 92612
26. Consultant's Books and Records.
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A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to
charges for services, or expenditures and disbursements charged to the City and all
documents and records which demonstrate performance under this Agreement for a
minimum period of three (3) years, or for any longer period required by law, from the
date of termination or completion of this Agreement.
B. Any records or documents required to be maintained pursuant to this Agreement
shall be made available for inspection or audit, at any time during regular business hours,
upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to the
City for inspection when it is practical to do so. Otherwise, unless an alternative is
mutually agreed upon, the records shall be available at Consultant's address indicated for
receipt of notices in this Agreement.
C. The City may, by written request by any of the above -named officers, require that
custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
27. Agreement Binding. The terms, covenants, and conditions of this Agreement shall apply
to, and shall bind, the heirs, successors, executors, administrators, assigns, and subcontractors of
both parties.
28. Equal Employment Opportunity. Consultant is an equal opportunity employer and agrees
to comply with all applicable state and federal regulations governing equal employment
opportunity. Consultant will not discriminate against any employee or applicant for employment
because of race, age, sex, creed, color, sexual orientation, marital status or national origin.
Consultant will take affirmative action to ensure that applicants are treated during such
employment without regard to race, age, sex, creed, color, sexual orientation, marital status, or
national origin. Such action shall include, but shall not be limited to, the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; lay -offs or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. Consultant further agrees to post in conspicuous places, available to employees
and applicants for employment, notices setting forth the provisions of this nondiscrimination
clause.
29. City Not Obligated to Third Parties. The City shall not be obligated or liable for payment
hereunder to any party other than the Consultant.
30. Waiver. No failure on the part of either party to exercise any right or remedy hereunder
shall operate as a waiver of any other right or remedy that party may have hereunder.
31. Severability. If any one or more of the provisions contained herein shall for any reason
be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions
shall be deemed severable from the retraining provisions hereof, and such invalidity, illegality,
or unenforceability shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal, or unenforceable provision had not been contained herein.
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32. Exhibits. The following exhibits are attached to this Agreement and incorporated herein
by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Fee Schedule
C. Exhibit C: Insurance Requirements
33. Execution. This Agreement may be executed in several counterparts, each of which shall
constitute one and the same instrument and shall become binding upon the parties when at least
one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it
shall not be necessary to produce or account for more than one such counterpart.
34. News Releases /Interviews. All Consultant and sub - consultant news releases, media
interviews, testimony at hearings and public comment shall be prohibited unless expressly
authorized by the City.
35. Applicable Law; Venue. This Agreement shall be construed and interpreted according to
California law. In the event that suit shall be brought by either party hereunder, the parties agree
that trial of such action shall be held exclusively in a state court in the County of Sonoma,
California.
36. Authority. Each individual executing this Agreement on behalf of one of the parties
represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such
party and that this Agreement is binding on such party in accordance with its terms.
37. STATEMENT OF ECONOMIC INTEREST. If City determines Consultant comes
within the definition of Consultant under the Political Reform Act (Government Code §87100),
Consultant shall complete and file and shall require any other person doing work under this
Agreement to complete and file a "Statement of Economic Interest" with the Clerk of the City of
Rohnert Park disclosing Consultant and /or such other person's financial interests.
IN WITNESS WHEREOF, the City and Consultant have executed this Agreement as of the date
first above written.
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CITY OF ROHNERT PARK
By:
City Manager
Date:
Per Resolution No. 20 - _adopted by the Rohnert Park
City Council at its meeting of May 13, 2014.
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
By:
City Attorney
CONSULTANT
By: _
Title:
Date:
CONSULTANT
By:
Title:
Date:
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EXHIBIT A
SCOPE OF SERVICES
(SEE ATTACHED SCOPE OF SERVICES)
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EXHIBIT B
Compensation
(SEE ATTACHED FEE SCHEDULE)
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EXHIBIT C
INSURANCE REQUIREMENTS for Consultant Services Agreement
Prior to the beginning of and throughout the duration of the Work, Consultant will maintain
insurance in conformance with the requirements set forth below. Consultant will use existing
coverage to comply with these requirements. ff that existing coverage does not meet the
requirements set forth here, Consultant agrees to amend, supplement or endorse the existing
coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set
forth in this section constitute the minimum amount of coverage required. Any insurance
proceeds available to City in excess of the limits and coverage required in this agreement and
which is applicable to a given loss, will be available to City.
Consultant shall provide the following types and amounts of insurance:
General Liability Insurance using Insurance Services Office "Commercial General Liability"
policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits.
There shall be no cross liability exclusion for claims or suits by one insured against another.
Limits are subject to review but in no event less than $2,000,000 (Two Million Dollars) per
occurrence.
Business Auto Coverage on ISO Business Auto Coverage form CA 0001 including symbol 1
(Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than
$1,000,000 (One Million Dollars) per accident. If Consultant owns no vehicles, this requirement
may be satisfied by a non -owned auto endorsement to the general liability policy described
above. If Consultant or Consultant's employees will use personal autos in any way on this project,
Consultant shall provide evidence of personal auto liability coverage for each such person.
Workers Compensation on a state - approved policy form providing statutory benefits as required
by law with employer's liability limits no less than $1,000,000 (One Million Dollars) per accident
or disease.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall
provide coverage at least as broad as specified for the underlying coverage's. Any such coverage
provided under an umbrella liability policy shall include a drop down provision providing
primary coverage above a maximum $25,000 self - insured retention for liability not covered by
primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with
defense costs payable in addition to policy limits. Policy shall contain a provision obligating
insurer at the time insured's liability is determined, not requiring actual payment by the insured
first. There shall be no cross liability exclusion precluding coverage for claims or suits by one
insured against another. Coverage shall be applicable to City for injury to employees of
Consultant, sub - consultants or others involved in the Work. The scope of coverage provided is
subject to approval of City following receipt of proof of insurance as required herein. Limits are
subject to review but in no event less than $2,000,000 (Two Million Dollars) per occurrence.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a
policy form coverage specifically designed to protect against acts, errors or omissions of the
consultant and "Covered Professional Services" as designated in the policy must specifically
include work performed under this agreement. The policy limit shall be no less than $1,000,000
(One Million Dollars) per claim and in the aggregate. The policy must "pay on behalf of the
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insured and must include a provision establishing the insurer's duty to defend. The policy
retroactive date shall be on or before the effective date of this agreement.
Insurance procured pursuant to these requirements shall be written by insurers that are admitted
carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum
financial size VII.
General conditions pertaining to provision of insurance coverage by Consultant. Consultant and
City agree to the following with respect to insurance provided by Consultant.
1. Consultant agrees to have its insurer endorse the third party general liability coverage
required herein to include as additional insured's the City, its officers, elected officials,
employees, agents, and volunteers using standard ISO endorsement No. CG 20 10 or an approved
equivalent. If completed operations coverage is excluded, the policy must be endorsed to include
such coverage. Consultant also agrees to require all contractors, and subcontractors to do
likewise.
2. No liability insurance coverage provided to comply with this Agreement shall prohibit
Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a
loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of
any insurance proceeds, and to require all contractors and subcontractors to do likewise.
3. The worker's compensation policy is to be endorsed with a waiver of subrogation. The
insurance company, in its endorsement, agrees to waive all rights of subrogation against the City,
its officers, elected officials, employees, agents, and volunteers for losses paid under the terms of
this policy which arise from the work performed by the named insured for the City.
4. All insurance coverage and limits provided by Contractor and available or applicable to this
agreement are intended to apply to the full extent of the policies. Nothing contained in this
Agreement or any other agreement relating to the City or its operations limits the application of
such insurance coverage.
5. None of the coverage's required herein will be in compliance with these requirements if
they include any limiting endorsement of any kind that has not been first submitted to City and
approved of in writing.
6. No liability policy shall contain any provision or definition that would serve to eliminate
so- called "third party action over" claims, including any exclusion for bodily injury to an
employee of the insured or of any contractor or subcontractor.
7. All coverage types and limits required are subject to approval, modification and additional
requirements by the City, as the need arises. Consultant shall not make any reductions in scope of
coverage (e.g. elimination of contractual liability or reduction of discovery period) that may
affect City's protection without City's prior written consent.
8. Proof of compliance with these insurance requirements, consisting of certificates of insurance
evidencing all of the coverage's required and an additional insured endorsement to Consultant's
general liability policy, shall be delivered to City at or prior to the execution of this Agreement.
In the event such proof of any insurance is not delivered as required, or in the event such
insurance is canceled at any time and no replacement coverage is provided, City has the right, but
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1208604v 1 80078/0012 Revised: 10/27/10
not the duty, to obtain any insurance it deems necessary to protect its interests under this or any
other agreement and to pay the premium. Any premium so paid by City shall be charged to and
promptly paid by Consultant or deducted from sums due Consultant, at City option.
9. Certificate(s) are to reflect that the insurer will provide 30 days' notice to City of any
cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to
delete any exculpatory wording stating that failure of the insurer to mail written notice of
cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being
required) to comply with the requirements of the certificate.
10. It is acknowledged by the parties of this agreement that all insurance coverage required to be
provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-
contributing basis in relation to any other insurance or self - insurance available to City.
11. Consultant agrees to ensure that subcontractors, and any other party involved with the project
who is brought onto or involved in the project by Consultant, provide the same minimum
insurance coverage required of Consultant. Consultant agrees to monitor and review all such
coverage and assumes all responsibility for ensuring that such coverage is provided in conformity
with the requirements of this section. Consultant agrees that upon request, all agreements with
subcontractors and others engaged in the project will be submitted to City for review.
12. Consultant agrees not to self - insure or to use any self - insured retentions or deductibles on any
portion of the insurance required herein and further agrees that it will not allow any contractor,
subcontractor, Architect, Engineer or other entity or person in any way involved in the
performance of work on the project contemplated by this agreement to self - insure its obligations
to City. If Consultant's existing coverage includes a deductible or self - insured retention, the
deductible or self - insured retention must be declared to the City. At that time the City shall
review options with the Consultant, which may include reduction or elimination of the deductible
or self - insured retention, substitution of other coverage, or other solutions.
13. The City reserves the right at any time during the term of the contract to change the amounts
and types of insurance required by giving the Consultant ninety (90) days advance written notice
of such change. If such change results in substantial additional cost to the Consultant, the City
will negotiate additional compensation proportional to the increased benefit to City.
14. For purposes of applying insurance coverage only, this Agreement will be deemed to have
been executed immediately upon any party hereto taking any steps that can be deemed to be in
furtherance of or towards performance of this Agreement.
15. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to
inform Consultant of non - compliance with any insurance requirement in no way imposes any
additional obligations on City nor does it waive any rights hereunder in this or any other regard.
16. Consultant will renew the required coverage annually as long as City, or its employees or
agents face an exposure from operations of any type pursuant to this agreement. This obligation
applies whether or not the agreement is canceled or terminated for any reason. Termination of
this obligation is not effective until City executes a written statement to that effect.
17. Consultant shall provide proof that policies of insurance required herein expiring during the
term of this Agreement have been renewed or replaced with other policies providing at least the
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12086040 80078/0012 Revised: 10/27/10
same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration.
A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A
certificate of insurance and /or additional insured endorsement as required in these specifications
applicable to the renewing or new coverage must be provided to City within five days of the
expiration of the coverage's.
18. The provisions of any workers' compensation or similar act will not limit the obligations of
Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity
defenses under such laws with respect to City, its officers, elected officials, employees, agents,
and volunteers.
19. Requirements of specific coverage features or limits contained in this section are not intended
as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally
provided by any given policy. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue, and is not intended by any party or insured to be
limiting or all- inclusive.
20. These insurance requirements are intended to be separate and distinct from any other
provision in this agreement and are intended by the parties here to be interpreted as such.
21. The requirements in this Section supersede all other sections and provisions of this
Agreement to the extent that any other section or provision conflicts with or impairs the
provisions of this Section.
22. Consultant agrees to be responsible for ensuring that no contract used by any party involved
in any way with the project reserves the right to charge City or Consultant for the cost of
additional insurance coverage required by this agreement. Any such provisions are to be deleted
with reference to City. It is not the intent of City to reimburse any third party for the cost of
complying with these requirements. There shall be no recourse against City for payment of
premiums or other amounts with respect thereto.
23. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant
arising out of the work performed under this agreement. City assumes no obligation or liability
by such notice, but has the right (but not the duty) to monitor the handling of any such claim or
claims if they are likely to involve City.
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1208604v 1 80078/0012 Revised: 10/27/10
CERTIFICATE OF CONSULTANT
I, HEREBY CERTIFY that I am the Principal, and a duly authorized representative of the
firm of Fieldman, Rolapp & Associates, whose address is 19900 MacArthur Blvd., Suite 1100,
Irvine, CA 92612 and that neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide employee working solely
for me or the above consultant) to solicit to secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with carrying out the
Agreement; or
C) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any fee, contribution,
donation, or consideration of any kind for, or in connection with, procuring or carrying out the
Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
Date
Signature
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1208604v1 80078/0012 Revised: 10/27/10
r41 1 r4a0 nIncn 9
EXHIBIT A
PROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADVISOR
BY AND BETWEEN
THE CITY OF ROHNERT PARK
AND
FIELDMAN, ROLAPP & ASSOCIATES
Scope of Services
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. Specific Services.
Phase I:
Infrastructure Financing Services
The Consultant shall perform an independent review of the proposed financing program.
The Consultant's findings will be presented to the City staff for its review and comment.
If the City staff directs Consultant to proceed, the Consultant shall assume primary
responsibility for assisting the City in coordinating the planning and execution of the
formation of a community facilities district. Insofar, as the Consultant is providing
services, which are rendered only to the City, the overall coordination of the proposed
financing shall be such as to minimize the costs of the transaction.
2. Initial Review of Infrastructure Financing.
Initially Consultant will meet with City staff to outline its goals and objectives. In
consultation with any other professionals also engaged in the process, Consultant will
meet with the landowner and its representatives to understand its public financing plan.
Consultant will evaluate the Landowner's proposed financing program and provide
recommendations that would make any proposed financing consistent with industry
practices and common industry benchmarks and also achieve the stated goals and
objectives of the City. Consultant will present a summary of its findings to City staff and
will respond to comments and questions raised by the staff. To the extent that additional
information is requested by City staff, Consultant will conduct additional research and
present additional findings to the Council.
CITY OF ROHNERT PARK /FIELDMAN. ROLAPP & ASSOCIATES
Phase II:
1. Establish the Financina Obiectives
If the City decides to proceed in concept with a community facilities district, the
Consultant shall work with City staff identify the other required financing team members
and begin the process of coordinating their activities, consistent with the stated goals and
objectives of the City.
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 Schedule.
The Consultant shall take the lead role in preparing a schedule and detailed description of
the interconnected responsibilities of each team member and update this schedule, with
refinements, as necessary, as the work progresses.
3. Monitor the Formation and 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 prepare the timetables and work schedules necessary to create a
community facilities district and, if formed, the activities required to sell and deliver
bonds. These timetables and work schedules will be designed to achieve the desired
results in a timely, efficient and cost- effective manner and Consultant will coordinate and
monitor the activities of all parties engaged in the financing transaction, including
conference calls and meetings of the financing team and the landowner.
Phase III•
The Services described in Phase Ill will commence upon appropriate action of the City
adopting Resolution of Issuance to sell bonds. Except for certain tasks outlined in Phase
H, paragraph 3, Phase I and II services shall be deemed completed upon commencement
of Phase III services unless "change proceedings" are conducted or unless tasks outlined
in Phase Il are required after the issuance of the first series of bonds and in advance of a
resolution of issuance for an additional series of bonds. Specifically in Phase IIl, the
Consultant will:
4 Review the Official Statement
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 City for the Financing
• Security for the Financing
• Restrictions on Additional Financings
CITY OF ROHNERT PARKlFIELDMAN, ROLAPP & ASSOCIATES
• Purpose and Funds for which the Financing is Being Issued
• Sources and Uses of Proceeds
• Revenue Sources:
• Outstanding Financings
• Planned Future Financings
• 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 and Coordinate Additional Service Providers.
Should the City desire, the Consultant may act as City's representative in
procuring the services of financial printers for the official statement and related
documents, and for the printing of any securities. In addition, the Consultant
may act as the City's representative in procuring the services of trustees, paying
agents, fiscal agents, feasibility consultants, or escrow verification agents or
other professionals, if the City directs.
6. Provide Financial Advice to the City Relating; to Financing g ocuments.
Simultaneous with assisting in the preparation of official statements for each debt
issue relating to the Project, the Consultant shall assist the managing
underwriters, bond counsel and /or other legal advisors in the review of the
respective financing resolutions, notices and other legal documents. In this
regard, the Consultant shall monitor document preparation for a consistent and
accurate presentation of the recommended business terms and financing structure
of each debt issue relating to the Project, it being specifically understood
however that the Consultant's services shall in no manner be construed as the
Consultant engaging in the practice of law.
Compute Sizing and Design Structure of Debt_ Issue.
The Consultant shall work with the City's staff to design a financing structure for
each debt issue relating to the Project that is consistent with the City's objectives,
that coordinates each transaction with outstanding issues and that reflects current
conditions in the capital markets.
8. Plan and Schedule Investor Briefings.
If appropriate, the Consultant shall develop a plan for presenting the financing
program to the investor community. The Consultant shall schedule underwriter
and/or investor visits, if appropriate; to assure the appropriate and most
knowledgeable personnel are available for the presentation and, if requested, will
develop presentation materials and assist the City officials in preparing for the
presentations.
CITY OF ROHNERT PARK/FIELDMAN, ROLAPP & ASSOCIATES
9. Conduct Credit Enhancement Evaluation.
If appropriate and at the City's direction, the Consultant will initiate discussions
with the landowner regarding Letter of credit providers and vendors of other
forms of credit enhancements to provide credit support for the financing.
10. Conduct Market Analysis and Evaluate Timing of Market Entry.
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.
In the case of a negotiated sale of debt, the Consultant shall perform a thorough
evaluation of market conditions preceding the negotiation of the terms of the sale
of debt and will assist the City with the negotiation of final issue structure,
interest rates, interest cost, reoffering terms and gross underwriting spread and
provide a recommendation on acceptance or rejection of the offer to purchase the
debt. This assistance and evaluation will focus on the following areas as
determinants of interest cost:
• Size of financing
• Sources and uses of funds
• Terms and maturities of the debt issue
• Review of the rating in pricing of the debt issue
• Investment of debt issue proceeds
• Distribution mix among institutional and retail purchasers
• Interest rate, reoffering terms and underwriting discount with comparable
issues
• Redemption provisions
11. Recommend Award of Debt Issuance.
Based upon activities outlined in Task 10 above, the Consultant will recommend
accepting or rejecting offers to purchase the debt issue. If the City elects to
award the debt issue, the Consultant will instruct all parties and help facilitate the
actions required to formally consummate the award.
12. Provide Pre- Closing and Closing Activities.
The Consultant shall assist in arranging for the closing of each financing. The
Consultant shall assist counsel in assuming responsibility for such arrangements
as they are required, including arranging for or monitoring the progress of bond
printing, qualification of issues for book -entry status, signing and final delivery
of the securities and settlement of the costs of issuance.
CITY OF ROHNERT PARK /FIELDMAN, ROLAPP R ASSOCIATES
Proposal for Financial Advisor
THE CITY OF ROT IN CR"T' PARK
;\•larch. 14, ?014
EXHIBIT B
I EE SCHEDULE
13
Financial advisory services, as detailed in our scope of services, performed in connection with a financing or
refinancing will be billed for at the amounts set forth below and will be contingent upon, and payable at the
closing of the debt issue.
For all other services provided, not related to the specified financing or a refinancing transaction including
formation of a CFD, we propose to bill the City on an hourly basis at our current rates shown below. For any
services billed in this manner we are willing to negotiate a not -to- exceed amount with the City once we have
established a thorough understanding of the scope of work to be provided.
* Note: Assumes a straightforward CFD formation completed within 4 months of project kick -off and the
review of up to 6 drafts of a Rate and Method of Apportionment. Based on our experience our costs are
estimated at $30,000.
.= FIELDMAN I ROLAPP PROVIDED IN SEP Ax VI'E, ENVELOPE
..� & AssoclnTEs