HomeMy WebLinkAbout1996-041 Contract - Regional Financial AdvisorsFINANCIAL ADVISOR CONTRACT
Financial advisor contract made on the date specified below in Recital A between the
City and Advisor as follows:
Recitals:
A. The following information applies to this contract:
CITY: CITY OF ASHLAND
City Hall
20 E. Main St.
Ashland, Oregon 97520
(541) 482-3211
FAX: (541) 488-5311
Advisor: Regional Financial Advisors, Inc.
Address: 733 SW Vista Ave.
Portland, Oregon 97205-1203
Telephone: (503) 227-2009
FAX: (503) 227-2510
Date of this agreement:
January 15, 1996
¶B: RFP date: September 25, 1995
Proposal date: October 23, 1995
¶3. Contracting officer: Jill Turner, Director of Finance
¶5.1. Advisor's representative: Rebecca Marshall Chao
¶7.3. Maximum contract amount: Schedule attached
B. On the date noted above, City issued a request for proposals (RFP) for Financial
Advisor services needed by City. Advisor submitted a proposal in response to the RFP
on the date noted above.
C. After reviewing Advisor's proposal and proposals submitted by other offerors, City
selected Advisor to provide the services covered by the RFP.
City and Advisor agree as follows:
1. Relationship between City and Advisor: Advisor accepts the relationship of trust and
confidence established between Advisor and City by this contract. Advisor covenants
with the City to perform services and duties in conformance to and consistent with the
standards generally recognized as being employed by professionals of Advisor's
caliber. Advisor further covenants to cooperate with City, City's representatives,
contractors, and other interested parties in furthering the interests of City with respect
to the services requested by City. Advisor acknowledges that City is relying on Advisor
to provide professional services in a manner that is consistent with the interests of
City.
2. Term: The term of this contract shall commence on the date specified in Recital A
above and end on completion of all services required by this contract unless sooner
terminated as provided in this contract.
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3. Authority of contracting Officer: The contracting officer shall have the authority to act
on behalf of City in the administration and interpretation of this contract. The
contracting officer shall have complete authority to authorize services, transmit
instructions, receive information, interpret and define City's policies and make other
decisions with respect to Advisor's services.
4. Services:
4.1. Advisor shall provide services to City that are described in the RFP and
proposal.
4.2. In connection with such services, Advisor shall:
4.2.1. Consult appropriate representatives of City to clarify and
define City's requirements relative to the services.
4.2.2. Review available data relative to the services.
4.2.3. Identify data which is not available and is needed to fulfill the
services, and act as City's representative in obtaining such data.
4.2.4. Cooperate with other consultants retained by City in the
exchange of information needed for completion of the services.
4.3. Advisor shall perform the services as an independent contractor in
accordance with generally accepted standards in Advisor's profession. Advisor shall
be responsible for the professional quality, technical accuracy and the coordination of
all services performed by Advisor. Advisor shall, without additional compensation,
correct or revise any error or deficiencies in the services that are caused by Advisor's
negligence. City's review, approval, acceptance of, or payment for, any of the services
shall not be construed to waive any of City's rights under this contract or of any cause
of action arising out of Advisor's services. In the event of any breach of this contract
by Advisor or negligent performance of any of the services, City's cause of action
against Advisor shall not be deemed to accrue until City discovers such breach or
negligence, or should have, with reasonable diligence, discovered such breach or
negligence. The preceding sentence shall not be construed, however, to allow City to
prosecute an action against Advisor beyond the maximum time limitation provided by
Oregon law.
5. Assignment of Advisor's Personnel:
5.1. The services covered by this contract shall be rendered by, or under the
supervision of the person specified in Recital A above, who shall act as Advisor's
representative in all communications and transactions with City.
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5.2. Advisor will endeavor to honor reasonable specific requests of City with
regard to assignment of Advisor's employees to perform services if the requests are
consistent with sound business and professional practices.
6. Responsibilities of City:
6.1. City will cooperate fully with Advisor to achieve the objectives of this
contract.
6.2. City will provide information, documents, materials and services that are
within the possession or control of City and are required by Advisor for performance of
the services.
6.3. City will arrange for access to, and make all provisions for Advisor to enter
upon, public and private property as required for Advisor to perform the services.
7. Payment:
7.1. City shall pay Advisor for services and reimburse Advisor for expenses
incurred by Advisor in performance of services in accordance with a payment
schedule to be submitted by Advisor and accepted by City. No reimbursement will be
made for expenses that are not specifically itemized in this payment schedule without
prior approval by the contracting officer.
7.2. Advisor shall submit monthly invoices to City for Advisor's services within
ten days after the end of the month covered by the invoice.
7.3. Total payments under this contract or any amendments shall not exceed
the sum specified in Recital A above.
8. Compliance with Law:
8.1. This contract will be governed by and construed in accordance with laws of
the State of Oregon. Advisor shall promptly observe and comply with all present and
future laws, orders, regulations, rules and ordinances of federal, state, City and city
governments with respect to the services including, but not limited to, provisions of
ORS 279.312, 279.314, 279.316 and 279.320.
8.2. Advisor is a "subject employer" as defined in ORS 656.005 and shall
comply with ORS 656.017. Prior to commencing any work, Advisor shall certify to City
that Advisor has workers' compensation coverage required by ORS Chapter 656. If
Advisor is a carrier insured employer, Advisor shall provide City with a certificate of
insurance. If Advisor is a self-insured employer, Advisor shall provide City with a
certification from the Oregon Department of Insurance and Finance as evidence of
Advisor's status.
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9. Ownership of Documents: All documents prepared by Advisor pursuant to this
contract shall be the property of City.
10. Records:
10.1. Advisor shall develop and maintain complete books of account and other
records on the services which are adequate for evaluating Advisor's performance.
Advisor shall maintain records in such a manner as to provide a clear distinction
between the expenditures and revenues related to services performed for the City and
the expenditures and revenues related to Advisor's other business.
10.2. Advisor's books and records shall be made available for inspection by
City at reasonable times, to verify Advisor's compliance with this contract. City shall
have the right to request an audit of Advisor's books and records by a certified public
accountant retained by City.
11. Indemnification: Advisor shall defend, indemnify and save City, its officers, agents,
and employees harmless from any and all claims, actions, costs, judgments, damages
or other expenses resulting from injury to any person (including injury resulting in
death), or damage to property (including loss or destruction), of whatsoever nature
arising out of or incident to the negligent performance of this contract by Advisor
(including but not limited to, the negligent acts or omissions of Advisor's employees,
agents, and others designated by Advisor to perform work or services attendant to
this contract). Advisor shall not be held responsible for any claims, actions, costs,
judgments, damages or other expenses, directly and proximately caused by the
negligence of City.
12. Insurance:
12.1. Advisor shall, at its own expense, at all times during the term of this
contract, maintain in force:
12.1.1. A comprehensive general liability policy including coverage
for contractual liability for obligations assumed under this contract,
blanket contractual liability, products and completed operations and
owner's and contractor's protective insurance;
12.1.2. A comprehensive automobile liability policy including
owned and non-owned automobiles.
12.2. The coverage under each liability insurance policy shall be equal to or
greater than the limits for claims made under the Oregon Tort Claims Act with
minimum coverage of $500,000 per occurrence (combined single limit for bodily injury
and property damage claims) or $500,000 per occurrence for bodily injury and
$100,000 per occurrence for property damage.
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12.3. Liability coverage shall be provided on an "occurrence" basis. "Claims
made" coverage will not be acceptable, except for the coverage required by
subsection 12.1.2.
12.4. Certificates of insurance acceptable to the City shall be filed with City prior
to the commencement of any work by Advisor. Each certificate shall state that
coverage afforded under the policy cannot be cancelled or reduced in coverage until
at least 30 days prior written notice has been given to City. A certificate which states
merely that the issuing company "will endeavor to mail" written notice is unacceptable.
13. Default:
13.1. There shall be a default under this contract if either party fails to perform
any act or obligation required by this contract within ten days after the other party
gives written notice specifying the nature of the breach with reasonable particularity. If
the breach specified in the notice is of such a nature that it cannot be completely
cured within the ten-day period, no default shall occur if the party receiving the notice
begins performance of the act or obligation within the ten-day period and thereafter
proceeds with reasonable diligence and in good faith to effect the remedy as soon as
practicable.
13.2. Notwithstanding subsection 13.1, either party may declare a default by
written notice to the other party, without allowing an opportunity to cure, if the other
party repeatedly breaches the terms of this contract.
13.3. If a default occurs, the party injured by the default may elect to terminate
this contract and pursue any equitable or legal rights and remedies available under
Oregon law. All remedies shall be cumulative.
13.4. Any litigation arising out of this contract shall be conducted in Circuit
Court or District Court of the State of Oregon for Jackson County.
14. Termination without Cause:
14.1. In addition to the right to terminate this contract under subsection 13.3,
City may terminate by giving Advisor written notice sixty days prior to the termination
date.
14.2. In addition to the right to terminate this contract under subsection 13.3,
Advisor may complete such analyses and records as may be necessary to place its
files in order and, where considered necessary to protect its professional reputation, to
complete a report on the services performed to date of termination.
14.3. If City terminates the contract under subsection 14.2, Advisor shall be paid
for all fees earned and costs incurred prior to the termination date. Advisor shall not
be entitled to compensation for lost profits.
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15. Notices: Any notice required to be given under this contract or any notice required
to be given by law shall be in writing and may be given by personal delivery or by
registered or certified mail, or by any other manner prescribed by law.
15.1. Notices to City shall be addressed to the contracting officer at the address
provided for the City in Recital A above.
15.2. Notices to Advisor shall be addressed to the Advisor's representative at
the address provided for the Advisor in Recital A above.
16. Assignment: City and Advisor and the respective successors, administrators,
assigns and legal representatives of each are bound by this contract to the other party
and to the partners, successors, administrators, assigns and legal representatives of
the other party. Advisor shall not assign or subcontract Advisor's rights or obligations
under this contract without prior written consent of City. Except as stated in this
section, nothing in this contract shall be construed to give any rights or benefits to
anyone other than City and Advisor.
17. Modification: No modification of this contract shall be valid unless in writing and
signed by th¢__p__,arties.
Advis~', .~ .. ' _..--'3 ..~
Fed. ID #
CITY
RE~/IEWED AS TO CONTENT
City/Department Head
Date:
REVI,I~WED AS TO FORM
By ,~;//'t~'~
City Leg~ Counsel
Date:
Coding
(for City use only)
PAGE 6-Financial Advisor Contract (p:agree\finanadv.k)
HOURLY RATES OF ASSIGNED STAFF
Professional Services Provider
President/Vice President
Financial Analyst, technical administrative support staff
Subcontracted Editing Services
Hourly Billing
Rate
$120
$75
$5O
Hourly rates shall remain firm throughout the first 12 months of the contract. Thereafter, rates
may be adjusted by a maximum of 4% per year each anniversary of the contract.
FEES BY TYPE OF TASK: If bonds are sold at a negotiated sale, the total fee would be
increased by $1,000. If any bonds are issued on a taxable basis, then add $500.
General Tasks
Financial Planning
Official Statement: Preparation
Coordination with legal counsel and City staff
Rating/Insurance preparation
Marketing (Competitive Sale)
Closing
TOTAL (NO RATING PRESENTATION)
Rating:
Optional Presentation(s), if any (FLAT FEE)
Optional Rating Handbook, if any (FLAT FEE)
TOTAL IF RATING PRESENTATION and RATING
HANDBOOK
Maximum "not-to-exceed" amounts
Voted G.O. Bancroft Sewer
Bonds (in Limited Tax Revenue
case there Assessment Bonds
are any) Bonds
$1,000 $2,000 $2,500
3,000 3,000 3,000
2,000 2,000 3,000
2,000 2,000 2,500
1,000 1,000 1,500
500 500 500
$7,000 $10,500 $13,000
5,000 5,000 5,000
4,000 4,000 4,000
$16,000 $19,500 $22,000
plus travel plus travel plus travel