HomeMy WebLinkAboutNHA Advisors, LLC 2014-11-03C 1�fs /S 8
INDEPENDENT REGISTERED MUNICIPAL ADVISOR AGREEMENT
BETWEEN
THE CITY OF UKIAH
AN D
NHA ADVISORS, LLC
THIS AGREEMENT for consulting services is made by and between the City of Ukiah ( "City ") and
NHA Advisors, LLC ( "Consultant ") (together referred to as the "Parties ") as of November '3,
2014 (the "Effective Date ").
The City is required to engage the services of an independent registered municipal advisor in
order to provide unbiased advice related to the issuance of municipal securities. City is aware of
the "Municipal Advisor Rule" of the Securities and Exchange Commission and the underwriter
exclusion from the definition of "municipal advisor" (Rule G -17) for a firm wanting to serve as
an underwriter for a particular issuance of municipal securities. In order for City to receive and
discuss financing opportunities with an underwriter, an independent registered municipal
advisor must be engaged to allow the exclusion of the underwriter from the "municipal
advisor" responsibilities and role.
Section 1— SERVICES
Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City
the services described in the Scope of Work and Compensation Schedule attached as Exhibit A,
and incorporated herein, at the time and place and in the manner specified therein. In the
event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the
Agreement shall prevail. In addition, upon mutual agreement between City and Consultant,
from time to time, additional consulting services may be provided, as evidenced by additional
Exhibits, which shall be attached to, and incorporated herein. Such additional Exhibits shall
contain references to a specific scope of services, as well as the compensation related to that
work.
1.1
Term of Services. The term of this Agreement shall begin on the Effective Date
and shall end on June 30, 2017 or the date of completion specified in Exhibit A,
and Consultant shall complete the work described in Exhibit A on or before that
date, unless the term of the Agreement is otherwise terminated or extended, as
provided for in Section 8. The time provided to Consultant to complete the
services required by this Agreement shall not affect the City's right to terminate
the Agreement, as referenced in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to this Agreement according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged.
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1.3 Assignment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services
pursuant to this Agreement as may be reasonably necessary to meet the
standard of performance provided in Section 1.1 above and to satisfy
Consultant's obligations hereunder.
Section 2 - COMPENSATION
City hereby agrees to pay Consultant compensation for services defined in each Exhibit
referenced in Section 10.11 attached to this Agreement. Additional work will be defined in
amendments to this Agreement as agreed to by all parties.
City shall bay Consultant for services rendered pursuant to this Agreement at the time and in
the manner set forth herein. The payments specified below shall be the only payments from
City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all
invoices to City in the manner specified herein.
Consultant and City acknowledge and agree that compensation paid by City to Consultant
under this Agreement is based upon Consultant's estimated costs of providing the services
required hereunder, including salaries and benefits of employees and subcontractors of
Consultant. Consequently, the parties further agree that compensation hereunder is intended
to include the costs of contributions to any pensions and /or annuities to which Consultant and
its employees, agents, and subcontractors may be eligible. City therefore has no responsibility
for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, unless otherwise provided for in a
specific incorporated exhibit's Compensation Schedule, not more often than
once a month during the term of this Agreement, based on the cost for services
performed and reimbursable costs incurred prior to the invoice date. Invoices
shall contain the following information:
■ The beginning and ending dates of the billing period;
■ At City's option, the name of the person doing the work, the hours spent
by each person, a brief description of the work, and each reimbursable
expense;
■ For work performed on an hourly Compensation Schedule, the total
number of hours of work performed under the Agreement by Consultant
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and each employee, agent, and subcontractor of Consultant performing
services hereunder;
2.2 Monthly Payment. City shall make monthly payments, based on invoices
received for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 30 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.3 Final Payment. City shall pay the final sum due pursuant to this Agreement
within 60 days after completion of the services and submittal to City of a final
invoice, if all services required have been satisfactorily performed.
Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services
pursuant to this Agreement. City shall make no payment for any extra, further,
or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not
exceed the amounts shown on each exhibit's Compensation Schedule.
2.6 Rembursable Expenses. Reimbursable expenses are specified below, and each
scope of services, as evidenced by a specific exhibit, shall provide a not exceed
amount Expenses will typically include third -party data collection or services
not provided by City. Reimbursable expenses are in addition to the total amount
of compensation provided under this Agreement that shall not be exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of
employment, federal and state taxes incurred under this Agreement.
2.8 Payment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets to verify costs incurred
to that date.
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2.9 Authorization to Perform Services. The Consultant is not authorized to perform
any services or incur any costs whatsoever under the terms of this Agreement
until receipt of authorization from the Contract Administrator.
Section 3 - FACILITIES AND EQUIPMENT
Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and
equipment that may be necessary to perform the services required by this Agreement. City
shall make available to Consultant only the facilities and equipment listed in this section, and
only under the terms and conditions set forth herein.
City shall furnish ohysicai facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
reviewing records and the information in possession of the City. The location, quantity, and
time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, long- distance telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4 - INSURANCE REQUIREMENTS
Before beginning any work under this Agreement, Consultant, at its own cost and expense,
unless otherwise specified below, shall procure the types and amounts of insurance listed
below against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consistent with the following provisions,
Consultant shall provide proof satisfactory to City of such insurance that meets the
requirements of this section and under forms of insurance satisfactory in all respects, and that
such insurance is in effect prior to beginning work to the City. Consultant shall maintain the
insurance policies required by this section throughout the term of this Agreement. The cost of
such insurance shall be included in the Consultant's bid. Consultant shall not allow any
subcontractor to commence work on any subcontract until Consultant has obtained all
insurance required herein for the subcontractor(s) and provided evidence that such insurance is
in effect to City. Verification of the required insurance shall be submitted and made part of this
Agreement prior to execution. Consultant shall maintain all required insurance listed herein for
the duration of this Agreement.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance
for any and all persons employed directly or indirectly by Consultant. The
Statutory Workers' Compensation Insurance and Employer's Liability Insurance
shall be provided with limits of not less than $1,000,000 per accident. In the
alternative, Consultant may rely on a self- insurance program to meet those
requirements, but only if the program of self- insurance complies fully with the
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provisions of the California Labor Code. Determination of whether a self -
insurance program meets the standards of the Labor Code shall be solely in the
discretion of the Contract Administrator. The insurer, if insurance is provided, or
the Consultant, if a program of self- insurance is provided, shall waive all rights of
subrogation against the City and its officers, officials, employees, and volunteers
for Toss arising from work performed under this Agreement.
4:2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not Tess than $1,000,000 per
occurrence, combined single limit coverage for risks associated with the
work contemplated by this Agreement. If Commercial General Liability
Insurance or an Automobile Liability form or other form with a general
aggregate limit is used, either the general aggregate limit shall apply
separately to the work to be performed under this Agreement or the
general aggregate limit shall be at least twice the required occurrence
limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death
resulting therefrom, and damage to property resulting from activities
contemplated under this Agreement, including the use of owned and
non -owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (most recent edition) covering comprehensive
General Liability on an "occurrence" basis. Automobile coverage shall be
a} least as broad as Insurance Services Office Automobile Liability form
CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall
be attached limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the
; surar :ce coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis,
and not on a claims -made basis.
b. City, its officers, officials, employees, and volunteers are to be
covered as additional insured as respects: liability arising out of
work or operations performed by or on behalf of the Consultant;
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A.3
or automobiles owned, leased, hired, or borrowed by the
Consultant
c. For any claims related to this Agreement or the work hereunder,
the Consultant's insurance covered shall be primary insurance as
respects the City, its officers, officials, employees, and volunteers.
Any insurance or self- insurance maintained by the City, its
officers, officials, employees, or volunteers shall be excess of the
Consultant's insurance and shall not contribute with it.
d. Each nsurance policy required by this clause shall be endorsed to
state that coverage shall not be canceled by either party, except
after 30 days' prior written notice has been provided to the City.
Professional Liability Insurance.
43.1 C'enerai requirements. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability
nsurarce for licensed professionals performing work pursuant to this
Agreement in an amount not less than $1,000,000 covering the licensed
rofessionals' errors and omissions. Any deductible or self- insured
retention shall not exceed $250,000 per claim.
+.3.2 Claims -made limitations. The following provisions shall apply if the
professional liability coverage is written on a claims -made form:
The retroactive date of the policy must be shown and must be
before the date of the Agreement.
Insurance must be maintained and evidence of insurance must be
provided for at three years after completion of the Agreement or
the work, se long as commercially available at reasonable rates.
,f coverage is canceled or not renewed and it is not replaced with
another claims -made policy form with a retroactive date that
precedes the date of this Agreement, Consultant must purchase
an extended period coverage for a minimum of one year after
completion of work under this Agreement.
d. A copy of the claim reporting requirements must be submitted to
-_he City for review prior to the commencement of any work under
this Agreement.
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All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with complete copies of all
policies delivered to Consultant by the insurer, including complete copies
of all endorsements attached to those policies. All copies of policies and
:ndc-sements shall show the signature of a person authorized by that
insurer to bind coverage on its behalf. If the City does not receive the
required insurance documents prior to the Consultant beginning work, it
shall not waive the Consultant's obligation to provide them. The City
reserves the right to require complete copies of all required insurance
;policies at any time.
4.4.3 Deductibles and Self- Insured Retentions. Consultant shall disclose to
and obtain the written approval of City for the self- insured retentions and
,deductibles before beginning any of the services or work called for by any
term of this Agreement. At the option of the City, either the insurer shall
reduce or eliminate such deductibles or self- insured retentions as
respects the City, its officers, employees, and volunteers; or the
Consultant shall provide a financial guarantee satisfactory to the City
guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a
"wasting" policy limit (i.e. limit that is eroded by the cost of defense).
4.4.5 Waiver of Subrogation. Consultant hereby agrees to waive subrogation
which any insurer or contractor may require from vendor by virtue of the
payment_ of any Toss. Consultant agrees to obtain any endorsements that
may be necessary to affect this waiver of subrogation.
The Workers' Compensation policy shall be endorsed with a waiver of
subrogation in favor of the entity for all work performed by the
consultant; its employees, agents, and subcontractors.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
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for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have
pnd are not the exclusive remedy for Consultant's breach:
® Obtain such insurance and deduct and retain the amount of the premiums
for such insurance from any sums due under the Agreement;
Order Consultant to stop work under this Agreement or withhold any
cayrnent that becomes due to Consultant hereunder, or both stop work and
withhold any payment, until Consultant demonstrates compliance with the
requirements hereof; and /or
a Terminate this Agreement
Sect nn 5 - INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES
Consultant shal.l indemnify, defend with counsel acceptable to City, and hold harmless City and
its officers, officials; employees; agents and volunteers from and against any and all liability,
loss, damage, claims, expenses, and costs (including without limitation, attorney's fees and
costs and fees of I +tir:Tatton) (collectively, "Liability ") of every nature arising out of or in
connection with Consultant's performance of the Services or its failure to comply with any of its
oblige ±ions contained an this Agreement, except such Liability caused by the sole negligence or
willful misconduct of City.
The Consultant's obligation to defend and indemnify shall not be excused because of the
Consultant's inability to evaluate Liability or because the Consultant evaluates Liability and
determines that the Consultant is not liable to the claimant. The Consultant must respond
within 30 days, to the tender of any claim for defense and indemnity by the City, unless this
time has been exteroed by the City. If the Consultant fails to accept or reject a tender of
defense and indemnity within 30 days, in addition to any other remedy authorized by law, so
muc;i o; the money due ':he Consultant under and by virtue of this Agreement as shall
reasonably be considered necessary by the City, may be retained by the City until disposition
has 'oen made o-F the claim or suit for damages, or until the Consultant accepts or rejects the
teraer of defense, whichever occurs first.
With respect to third party claims against the Consultant, the Consultant waives any and all
rights of any type to express or implied indemnity against the Indemnitees.
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Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as
defined by California Civil Code Section 2782, as may be amended from time to time, such
dugs of consultant to indemnify shall not apply when to do so would be prohibited by
California Civil Code Section 2782.
In the event th ?t Consultant or ary employee, agent, or subcontractor of Consultant providing
ser ,:ces under this Agreement is determined by a court of competent jurisdiction or the
California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as
an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of err' employee and /or employer contributions for PERS benefits on behalf of
ConsultanT or its employees agents, or subcontractors, as well as for the payment of any
per: =sties and interest on such contributions, which would otherwise be the responsibility of
City.
This inne ^.inific:ation obligation shall continue beyond the term of this Agreement as to any acts
or om ssicns o c,.vrring cnaaer this Agreement or any extension of this Agreement
Section : - STATUS OF CONSULTANT
independent Contractor, At ail times during the term of this Agreement,
:; onsultant shall be an independent contractor and shall not be an employee of
''sty City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
oersonnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
Y: ceral policy, rule, regulation. law, or ordinance to the contrary, Consultant and
ranv of its employees, agents, and subcontractors providing services under this
g pen _ shaii nor qualify for or become entitled to, and hereby agree to waive
env and all claims to, any compensation, benefit, or any incident of employment
by City, :nciuding but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
contrihu #ion to be paid by City for employer contributions and /or employee
ontributior•s for PERS benefits.
5.2 'onsultant Not an Agent. Except as City may specify in writing, Consultant shall
no authority, express or implied, to act on behalf of City in any capacity
vnatsoever as an e ent. Consultant shall have no authority, express or implied,
pursuant to th,s Agreement to bind City to any obligation whatsoever.
6.3 eceral Reeulations. Under Municipal Securities Rulemaking Board (the
1\- SRB "'- regulations effective on July 1, 2014, municipal advisors are required to
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City ofuKiaharu N H s, LLC Page 9 of 16
disclose certain conflicts of interest to their clients. In accordance with those
proposed regulations Consultant makes the following disclosures:
• Consultant is not aware of any actual or potential conflicts of interest
that might impair our ability either to render unbiased and
competent advice to the City or to fulfill our fiduciary duty to the City
6 Consultant has no affiliate that provides any advice, service, or
Product to or on behalf of the City
Consultant.has not made any payments either directly or indirectly to
obtain or retain business with the City
A The only compensation Consultant will receive in connection with the
A. (Scope of Services) is identified in same Exhibit A
(Compensation Schedule) agreed to herein by the City. Consultant
has not and will not receive any payments from third parties in
connection with this engagement
• Consultant has not and will not enter into any fee - splitting
arrangements with any provider of investments or services to the City
a Consultant is not aware of any conflicts of interest that may arise
tr:?r- the City's payment of the municipal advisory fee for the
activities to be performed pursuant to this engagement
To the best of its knowledge, none of Consultant's other
cngagerne.nts or relationships will impair Consultant's ability either to
_ncer unbiased and competent advice to the City or to fulfill
Consultant's fiduciary duty to the City
• Consultant is not aware of any legal or disciplinary event that is
material to the City's evaluation of Consultant or the integrity of its
,management or advisory personnel
• No legal or disciplinary event has been disclosed by Consultant to the
eci r:ties and Exchange Commission as may be required under
applicable rules cr. regulations
Section 7 - LEGAL REQUIREMENTS
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7 2 Cotes liar?ce v, nth Applicable Laws. Consultant and any subcontractors shall
comply with a . laws applicable tc the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and
a,,» s,i cor:rractors shall comply with all applicable rules and regulations to
which City is bound by the terms of such fiscal assistance program.
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7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective professions. Consultant represents and
warrants to Cltv that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to
practice their respective professions. In addition to the foregoing, Consultant
and anv subcontractors shall obtain and maintain during the term of this
=' Hree.rnanr. aa!,d Business Licenses from City.
2.5 Nondiscrimination and Equal Opportunity, Consultant shall not discriminate, on
me basis of a person's race, religion, color, national origin, age, physical or
7ientai hand cap or disability,, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
�icdF' for s lbcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
f� i! oomov viith ai applicable federal, state, and local laws, policies, rules, and
..c uiremenis related to equal opportunity and nondiscrimination in
niovment, ontracting, and the provision of any services that are the subject
=;Jre -,ent, ncluding hut not limited to the satisfaction of any positive
:garcons ree._Eired of Consultant thereby.
Consultant snail include the provisions of this Subsection in any subcontract
-oved by Contract Administrator or this Agreement.
Section S - TER:'+AAIATiOt\I AND MODIFICATION
.y_,. r-r,iria irsr. City may cancel this Agreement at any time and without cause
-Don ,vritten notification to Consultant.
:oisu':tant may cancel this Agreement upon 45 days written notice to City and
incHce in such notice the reasons for cancellation.
the event of termination, Consultant shall be entitled to compensation for
s r•,rct_s per-formed to the effective date of termination; City, however, may
condition payment of such compensation upon Consultant delivering to City any
ail cccurnents, photographs, computer software, video and audio tapes, and
o _^ -er materials provided to Consultant or prepared by or for Consultant or the
Try in connec, ion with this Agreement.
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2 Extension. City may, with Consultant's consent, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall
°eduire a written amendment to this Agreement, as provided for herein.
Consultant understands and agrees that, if City grants such an extension, City
ch :all have no obligation to provide Consultant with compensation beyond the
;maximum amount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligation to reimburse
Consultant fnr any otherwise reimbursable expenses incurred during the
extension period.
€.3 Amendments. The parties may amend this Agreement only by a writing signed
all the parties.
.4ssignnment and Subcontracting. City and Consultant recognize and agree that
Agreement conT.empeates personal performance by Consultant and is based
on a deteeri ination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
:: r entering ir:.:o this Agreement was and is the professional reputation and
T mpetence o' Consultant Consultant may not assign this Agreement or any
without the prior written approval of the Contract
;i ^,r,iS ra�c Consultant shall not subcontract any portion of the performance
'. ;o: templated and provided for herein, other than to the subcontractors noted in
he orcc posy , i,vithout prior written approval of the Contract Administrator.
8,5 rviva+ Ali obligations arising prior to the termination of this Agreement and
ail provisions of this Agreement allocating liability between City and Consultant
swvive the termination of this Agreement.
r1.6ons uoon Breach bjConsultant. If Consultant materially breaches any of
:e -terms, of this Agreement, City's remedies shall included, but not be limited
the 1,-isiovviHP.
^.- 1. ;mrnediateIv terminate the Agreement;
eta io the plans, specifications, drawings, reports, design documents,
and any other work product prepared by Consultant pursuant to this
agree —ent; er
Petah —, a different consultant to complete the work described in Exhibit A
not finished by Consultant
Section 9 KEEPING AND STATUS OF RECORDS
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9.1 Records Created as Part of Consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic
or any other form, that Consultant prepares or obtains pursuant to this
Agreement and that relate to the matters covered hereunder shall be the
rrrperty et the City. Consultant hereby agrees to deliver those documents to
the City .non termination of the Agreement. It is understood and agreed that
:rye documents and other materials, including but not limited to those described
above prepared pursuant to this Agreement are prepared specifically for the
a; d a e ; ct necessarily suitable for any future or other use. City and
•Tonsulcanr ag(ee that, until final approval by City, all data, plans, specifications,
r_ pots and other documents are confidential and will not be released to third
nlrties without prior written consent of both parties.
9.2 c rt's ;:.00ks and Records. Consultant shall maintain any and all ledgers,
:ks c acco •ant, invoices, vouchers, canceled checks, and other records or
:xk.;reents ,ev;dencing or relating to charges for services or expenditures and
scurse :,,r�_s charged to the City under this Agreement for a minimum of 3
• rs" or for 2 ry ;ranger period required by law, from the date of final payment to
ir) ths Agreement.
9.3 a:�e..t$nn ar,•" Audit of Records. Any records or documents that Section 9.2 of
Agre ent recuires Consultant to maintain shall be made available for
s�_•.cri.:in;
and/or copying at any time during regular business hours,
orai or ,,vritte . request of the City. Under Caiifornia Government Code
ecricn > E - ;f the 2rr,ount of public funds expended under this Agreement
Bees S51) 093.00, the Agreement shall be subject to the examination and
..a i c,f the 5.t,te Auditor, at the request of City or as part of any audit of the
• ', fora p riod of 3 years after final payment under the Agreement.
Section lo - ?R VISIONS
10.1 a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
t orevalllpg, party shaii be entitled to reasonable attorneys' fees in
d ition to acy other relief to which that party may be entitled. The court may
the same action or in a separate action brought for that purpose.
13,2
;"e, zr ^,e event that either party brings any action against the other under
fAg ee r. the parties agree that trial of such action shall be vested
in the state courts of California in the County of Mendocino.
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City of Ukiah aro, Ai Advisers, LLL Page 13 of 16
0.3 SE'Verabi ?Ity. a court of competent jurisdiction finds or rules that any provision
th s Agreement is invalid, void, or unenforceable, the provisions of this
n.g:reement not so adjudged shall remain in full force and effect. The invalidity in
hole or in part of any provision of this Agreement shall not void or affect the
,_ alidity of any other orovision of this Agreement.
0.4 two innolied Wr fiver rf Breach. The waiver of any breach of a specific provision of
tnis Agreement does not constitute a waiver of any other breach of that term or
in\ other term of this Agreement.
«�
5:_?ccessars d Assafr.s_ The provisions of this Agreement shall inure to the
'7enetit of and shall apply to and bind the successors and assigns of the parties.
L> s: o �ecycl`d Products. Consultant shall prepare and submit all reports,
�t= ' ct: Hdi =s and other printed material: on recycled paper to the extent it is
��!;: a_ ;in• or less cost than virgin paper.
Consultant may serve other clients, but none whose
,T'vities within the rornorate limits of City or whose business, regardless of
7 C. : • _ • ola :e Consultant in a "conflict of interest," as that term is
Le-i necl in the Political Reform Act, codified at California Government Code
31 iQf A,- sect.
n s ; ='! not employ any City official in the work performed pursuant to
H, .reern9 t. No officer or employee of City shall have any financial interest
this Agreement that would violate California Government Code Sections 1090
Ler _b" \Afar -ants that it is not now, nor has it been in the previous 12
nc. ')tns, an emoioyee, agent, appointee, or official or the City. If Consultant was
employee, agent; appointee, or official of the City in the previous twelve
nonths, Consultant warrants that it did not participate in any manner in the
Agreement. Consultant understands that, if this Agreement is
=.y?
:n vioi o n of Government Code § 1090 et sea,.; the entire Agreement is
:Tcrisultant will not be entitled to any compensation for services
•-serforrned n irsuant to this Agreement, including reimbursement of expenses,
Ccrscir - : will be required to reimburse the City for any sums paid to the
-:.nsu! :ant understands that, in addition to the foregoing, it may be
.:rim n 1 prose: ution for a violation of Government Code § 1090 and, if
v,Z, be discualified from holding public office in the State of
Independent R.: =re _ Mu-:.c :oal Advisor Agreement between Novembers, 2014
City of Ukiah ar.. ,• �.. r.uv!sors, LLC Page 14 of 16
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or through any
mate ais.
ar' q
'7773if.rar•t Admnistration. This Agreement shall be administered by the City
ivi:. Hager ('Contract Administrator "). All correspondence shall be directed to or
h r;ug.h the Contract Administrator or his or her designee.
".0.10 niotices, Pn 'ritten notice to Consultant shall be sent to:
Srr »en, Principal
N - A ..c;v +sons, aC:.
4040 Civic Center Drive, Suite 200
San Rafael CA 94903
-ice to Ct'y shad be sent to:
o; Jkiah
Karen Scalabrini
Director
00 _. °,inary Avenue
< r 21=. 9E482
i0.11 V'-3;s Agreement, including the scope of work attached hereto and
rycorpor_ate' herein as Exhibit A represents the entire and integrated agreement
we .'
and Consultant and supersedes all prior negotiations,
i- eprese;rtaio;-,s, or agreements, either written or oral. If any future scope of
Sir' /Ices %>nG - ornoensation schedule are mutually agreed to by City and
<_:::-ri work shall be evidenced by amending this Agreement with
citi,� a; e: pits \n:hich shall be incorporated herein.
?rnfessonal Independent Registered Municipal Advisor Services
General) - Scope of Service and Compensation Schedule
agreement to provide MCDC Consulting Services — Objective,
Scope of Service and Compensation Schedule
Tnsu t;ng Services Agreement (Continuing Disclosure Review
-- Objective, Scope of Service and Compensation Schedule
Independent R�c7istered Muricipa: Advisor Agreement between
City of Ukiah and NHA .Advisers, LLC
November 3 2014
Page 15 of 16
'0.12 Counterparts. This Agreement may be executed in multiple counterparts, each
c- shat: oe an original and all of which together shall constitute one
r�e en:.
The s have -erg te, s Agreement as of the Effective Date.
City
Jan.
Att
Cit'
Apr
1),1;-..))71, 16_
6
CONSULTANT
Scriven, Principal
C k16 4 u /a/2/,--lei/6,4l-f--
Independent Registered Municipal Advisor Agreement between November,, 2014
City of Ukiah and NHA Advisors, LLC Page 16 of 16
EXHIBIT A
SCOPE OF SERVICE AND COMPENSATION SCHEDULE
PROFESSIONAL INDEPENDENT REGISTERED MUNICIPAL ADVISOR SERVICES
Scope of Service — Consultant will serve in the capacity of Independent Registered Municipal
Advisor ( "IRMA ") to the City to provide financial advice, assistance, and representation for
solicited and unsolicited financing proposals from banking and financial institutions as well as
general financial consulting services.
Consultant, serving in the role of the City's IRMA, will act in accordance with its fiduciary duty in
the following manner:
• IRMA will work solely in the interest of the City
• IRMA has the duty to fairly assess whether the financing terms and covenants are
favorable to City
• IRMA has duty to fairly assess whether the rates and yields are favorable to City
• IRMA represents to City that it has sufficient knowledge of the bond market to
negotiate the transaction in the best interests of the City
For cursory reviews or discussions with City staff, no additional definition to this Scope of
Services will be required. Consultant will serve on an as- needed basis to City staff and will not
incur any compensation unless otherwise notified by City.
Compensation Schedule — For work described within this
EXHIBIT A, Consultant will be compensated based on the
hourly rate schedule shown to the right.
Out -of- Pocket — All expenses will be billed directly at cost to
the City. Expenses will be limited to typical expenses
necessary for completion of the services required, for
Staff Allocation
Hourly Rate
Principal
$275
Vice President
$225
Associate
$175
Analyst
$125
Administrative
$75
example typical charges will include copying, mailing, shipping, and data purchase (if not
provided by others). Travel will not be expensed. The maximum expense total will not exceed
$1,000.
No reimbursable expense shall be incurred without prior written approval of City.
Budget — Proposed budget for this EXHIBIT A, without further approval from the City, described
above is $5,000.
Agreement to provide Professional IRMA Services between November 1, 2014
City of Ukiah and NHA Advisors, LLC (EXHIBIT A) Page 1 of 2
Modification of Compensation Schedule — Upon amendments to this EXHIBIT A, Consultant will
provide a budget or fixed fee, and whether said fee is contingent or non - contingent upon a
successful completion of a defined project based on discussions with City staff. No
compensation modifications will be provided without City consent and acknowledgement.
Upon acknowledgement of a defined project or financing beyond this EXHIBIT A, Consultant
will be required to develop an amended scope of service identifying project essentials and key
obligations of Consultant. Each scope of service amendment will include a compensation
schedule. Each amendment to the scope of services shall be evidenced by a new Exhibit to
this Agreement.
Agreement to provide Professional IRMA Services between November 1, 2014
City of Ukiah and NHA Advisors, LLC (EXHIBIT A) Page 2 of 2
EXHIBIT B
OBJECTIVE, SCOPE OF SERVICES AND COMPENSATION SCHEDULE:
CITY OF UKIAH ( "CITY ")
MUNICIPAL CONTINUING DISCLOSURE COOPERATIVE INITIATIVE ( "MCDC ") CONSULTING
SERVICES PROJECT
Objective
City requires that a determination be made if it must take additional steps to comply with the
MCDC. If it is determined that Client must undertake additional steps for MCDC compliance, it
shall do so prior to the December 1, 2014 deadline.
Scope of Services
Consultant will work with City staff and other parties to analyze, coordinate, facilitate and
develop a means for City to comply with its MCDC requirements as promulgated by the United
States of America Securities and Exchange Commission.
Scope of Work
• Review of all publicly offered bonds that fall within the MCDC's 5 -year window
• Access EMMA and DisclosureUSA to review additional 5 years of continuing disclosure
submissions
• Prepare exhibit documenting results of review /research
• Based on this research, make MCDC (self- reporting) determination
• Prepare MCDC questionnaire(s) as necessary
This scope of services is not necessarily inclusive of all tasks that Consultant will undertake
during this project. As all projects are unique and each City has different processes and needs,
Consultant commits to "doing what it takes" to facilitate that all parties collectively achieve a
successful result for the City.
Compensation Schedule
For work described within this EXHIBIT B, Consultant will be
compensated based upon the hourly rate schedule provided
in the table to the right. Consultant will invoice City upon
completion of the Project for professional time and
documented and approved expenses incurred during
completion of the Project. The not -to- exceed amount for the
Project shall be $1,500. All direct out -of- pocket expenses will
be charged at cost and will not include travel - related
expenses.
Person
Principal
Vice President
Associate
Analyst
Administrative
Hourly
Rate
$275
$225
$175
$125
$75
Agreement to provide MCDC Services between
City of Ukiah and NHA Advisors, LLC (EXHIBIT B)
November 1, 2014
Page 1 of 1
EXHIBIT C
SCOPE OF SERVICES AND COMPENSATION SCHEDULE:
CITY OF UKIAH ( "CITY ") CONSULTING SERVICES (CONTINUING DISCLOSURE REVIEW) PROJECT
Objective
City requires that its continuing disclosure ( "CD ") obligations with respect to its outstanding
publicly held debt be undertaken in a timely and and accurate manner. City desires to integrate
its CD reporting within its annual financial reporting. Per internal policy, financial reporting
shall be completed for each fiscal year no later than December 31st of that year. As such, it
requires that its CD reporting, which City intends to include in a specifically designated section
of its annual financial reporting document, be reflective of what is required per the various CD
certificates it has agreed to in past bond transactions.
Scope of Services
For Fiscal 2014 CD Reporting, Consultant will work with City staff and other parties to review
and preparing reports and notices, as requested, as well as assisting City in appropriately
disseminating required CD reports to the proper repositories.
This scope of services is not necessarily inclusive of all tasks that Consultant will undertake
during this project. As all projects are unique and each City has different processes and needs,
Consultant commits to "doing what it takes" to facilitate that all parties collectively achieve a
successful result for the City.
Compensation Schedule. For work described within this
EXHIBIT C, Consultant will be compensated based upon the
hourly rate schedule provided in the table to the right.
Consultant will invoice City upon completion of the Project
for professional time and documented and approved
expenses incurred during completion of the Project. The not -
to- exceed amount for the Project shall be $1,000. All direct
Hourly Rate
Staff Allocation
Principal
Vice President
Associate
Analyst
Administrative
$275
$225
$175
$125
$ 75
out -of- pocket expenses will be charged at cost and will not include travel - related expenses
Consulting Services Agreement between
City of Ukiah and NHA Advisors, LLC - Exhibit C
November 1, 2014