Loading...
HomeMy WebLinkAbout22-155 - PFM Financial Advisors, LLC - 2023-2024 Financial Advisor ServicesCity of Tukwila 6200 Southcenter Boulevard, Tukwila WA98188 CONTRACT FOR SERVICES Contract Number: 22-155 Council Approval N/A This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and PFM Financial Advisors LLC, hereinafter referred to as "the Contractor," whose principal office is located at 107 Spring Street, Seattle, WA 98104. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules, and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. Upon the request of City, an affiliate of Contractor or a third party referred or otherwise introduced by Contractor may agree to additional services to be provided by such affiliate or third party, by a separate writing, including separate scope and compensation, between City and such affiliate or third party. 2. eue-i s se leo *. u -s. The City shall pay the Contractor for services rendered according to the rates and method set forth on Exhibit B attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed 39,999 at rates defined in Exhibit B. 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. i. • - This Agreement shall be in full force and effect for a period commencing January 1, 2023, and ending December 31, 2024, unless sooner terminated under the provisions hereinafter specified. 5. Jndependent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall defend, indemnify, and hold the Public Entity, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or CA Revised May 2020 Page 1 of 8 suits including attorney fees, arising out of or in connection with the negligent or intentionally wrongful performance of this Agreement, except for injuries and damages caused by the sole negligence of the Public Entity. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Public Entity, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, or employees. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all non - owned and hired vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability,, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured - Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. CA Revised May 2020 Page 2 of 8 D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Public Entity is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. H. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days' notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. 8. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with ROAN Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all reasonable times to inspection, review, or audit by law during the performance of this Agreement. 10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractors insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. . The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Entire Agreement: Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this CA Revised May 2020 Page 3 of 8 Agreement shall be of any force or effect unless it is in writing and signed by the parties. For the sake of clarity any separate agreement between City and an affiliate of Contractor or any third party referred or introduced by Contractor shall not in any way be deemed an amendment or modification of this Agreement. 14. • • If any term, condition, or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. . This Agreement shall be govemed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attomey's fees and costs of suit. 17. Registered Municipal Advisor: Required Disclosures. Contractor is a registered municipal advisor with the Securities and Exchange Commission (the "SEC") and the Municipal Securities Rulemaking Board (the "MSRB"), pursuant to the Securities Exchange Act of 1934 Rule 15Ba1-2. If City has designated Contractor as its independent registered municipal advisor ("IRMA") for purposes of SEC Rule 15Ba1-1(d)(3)(vi) (the "IRMA exemption"), then services provided pursuant to such designation shall be the services described in Exhibit A hereto, subject to any agreed upon limitations. Verification of independence (as is required under the IRMA exemption) shall be the responsibility of such third party seeking to rely on such IRMA exemption. Contractor shall have the right to review and approve in advance any representation of Contractor's role as IRMA to City. MSRB Rules require that municipal advisors make written disclosures to their clients of all material conflicts of interest, certain legal or disciplinary events and certain regulatory requirements. Such disclosures are provided in Contractors Disclosure Statement delivered to City prior to or together with this Agreement. 18. • • u ai ll information, data, reports, and records in the possession of City or any third party necessary for carrying out any services to be performed under this Agreement ("Data") shall be furnished to Contractor. Contractor may rely on the Data in connection with its provision of the services under this Agreement and the provider thereof shall remain solely responsible for the adequacy, accuracy, and completeness of such Data. CA Revised May 2020 Page 4 of 8 DATED this 8 day of CITY OF TUKWILA eSlgned via Seamlesences.evm O{Clarz th'iMwicg Allan Ekberg, Mayor December 12-14-2022 ATTEST/AUTHENTICATED: Key: 5,1,1,24 02,421,-80de-Sf61,6709d1 City Clerk, Christy O'Flaherty APPROVED AS TO FORM: eSidned via seemieesbnacsnom CJ` ce.isard oy: 91ebaaaf 7bOa 4001 8ad4 eothned4a0e Office of the City Attorney 20 22 PFM FINANCIAL ADVISORS LLC By: Printed Name and Title: Thomas Toe•fer Managing Director Address: 107 Sirin• Street Seattle WA 98104 CA Revised May 2020 Page 5 of 8 EXHIBIT A SCOPE OF SERVICES 1. Services related to the Financial Planning and Policy Development upon request of the City: • Identify strategies, efficiencies, and opportunities to enhance the City's overall financial and strategic position. • Assist the City in the development of its long-term capital plans and current -year capital budget, as they relate to financing needs and debt capacity. • Review the City's current debt structure and perform debt capacity analysis, including preliminary assessment of financing altematives for potential projects. • Identify and evaluate opportunities to retire or refund outstanding indebtedness of the City. • Review, analyze, and provide guidance related to state and federal legislation pertaining and affecting the City's debt position and financing needs. • Prepare analyses and other materials for use by City staff in presentations, including annual rating agency surveillance. • Participate, as requested, in informational, due diligence, and other financial -related meetings with the City and/or other market participants. • Conduct financial and risk analysis as requested, and respond to routine questions and inquiries that may not relate to a particular financing or project. • Act as the City's Independent Registered Municipal Advisor (IRMA) in connection with the Municipal Advisor Rule, and review proposals/analyses provided by underwriters/banks. • Provide general advice with respect to post -issuance compliance related to outstanding debt. • Assist the City in the formulation and periodic review of financial and debt management policies and procedures. • Attend meetings with the City's staff, consultants, and other professionals. • As requested, attend meetings of the City Council and/or assist City staff in the preparation of presentation materials for Council and other public meetings. • Provide other financial advisory services as requested by the City. 2. Services Related to Debt Transactions. Upon the request of the City: • Develop, or review, a financing plan in concert with City's staff which would include recommendations as to the timing and number of series of bonds to be issued. • Assist the City by recommending the best method of sale, either as a negotiated sale, direct (bank) placement or a competitive sale. In a competitive sale or direct placement, make recommendation as to the determination of the best bid. In the event of a negotiated sale or direct bank placement, assist in the solicitation, review and evaluation of any investment banking or lender proposals, and provide advice and information necessary to aid in such policy selection. • Advise as to the various financing alternatives available to the City. • Develop alternatives related to debt transaction including evaluation of revenues available, maturity schedule and cash flow requirements. • If applicable, develop credit rating presentation(s) and coordinate with the City the presentation(s) to credit rating agencies. • For a negotiated sale, review underwriter's proposals and provide analysis of same to the City. • For a direct bank placement, review lender proposals and provide analysis of same to the City CA Revised May 2020 Page 6 of 8 • Assist the City in the procurement of other services relating to debt issuance such as printing, paying agent, registrar, etc. • Identify key bond covenant features and advise as to the financial consequences of provisions to be included in documents regarding security, creation of reserve funds, flow of funds, redemption provisions, additional parity debt tests, etc. • Review the terms, conditions and structure of any proposed debt offering undertaken by the City and provide suggestions, modifications, and enhancements where appropriate and necessary to reflect the constraints or current financial policy and fiscal capability. • Coordinate with the City's staff and other advisors as respects the furnishing of data for offering documents, it being specifically understood that PFM is not responsible for the inclusion or omission of any material in offering documents. • Review Preliminary Official Statements and final Official Statements prepared on behalf of the City for use in marketing any bonds and meeting regulatory requirements, it being specifically understood that the Contractor is not responsible for the inclusion or omission of any material in published offering documents. • As applicable, advise the City on the condition of the bond market at the time of sale, including volume, timing considerations, competing offerings, and general economic considerations. • Assist and advise the City in negotiations with investment banking groups regarding fees, pricing of the bonds and final terms of any security offering, and make recommendations regarding a proposed offering to obtain the most favorable financial terms based on existing market conditions. • For any competitive sale of bonds or notes, prepare (or assist in the preparation of) the official notice of sale, recommend sale parameters, take steps necessary to ensure broad market exposure of the issue, through the use of newswire services and official statement distribution, and perform additional steps necessary and customary for competitive bond sales. • Arrange for the closing of the transaction including final delivery of the bonds. CA Revised May 2020 Page 7 of 8 EXHIBIT B COMPENSATION FOR SERVICES 1. Transaction Fees The compensation schedule for competitive and negotiated sales of long-term financings according to the scope of work in Exhibit A, Section 1, will be billed at closing as follows: Bond Size For financings up to $20 million For financings over $20 million Issuance Fee . er 1 000 $1.50 per $1,000, with a $25,000 minimum $30,000 plus $0.75 per $1,000 over $20 million Financings sold directly to a commercial bank (direct placements) may be subject to a reduced fee upon mutual agreement between the City and the Contractor, depending on the level of time and effort involved. Financings completed through a state loan program shall be billed accordingly to hourly rates as described under section 2 below. 2. Hourly Pro1ect Fees For non -transaction services provided according to the scope of work in Exhibit A, Section 2, the Contractor will charge hourly fees as follows: Experience Level Hourly Rate Director/Managing Director $325 Senior Managing Consultant $300 Senior Analyst $260 Analyst $225 Associate $190 In the event the City requests that the Contractor perform a significant special project beyond the scope of work contained in Exhibit A, Section 2, fees will be negotiated in advance of the project generally based upon the aforementioned hourly rates for the indicated levels of experience or their equivalents will apply. No such fee will be charged to the City without first entering into a written addendum or memorandum documenting the requested services and expected fee. Additionally, in the event a financing is started, but cancelled at the City's request, accrued time will be billed at hourly rates as described above. For each contract year following the initial contract year (each, individually, a "Subsequent Contract Year"), hourly fee rates shall be calculated by comparing the "All Items Consumer Price Index for All Urban Consumers (CPI -U) for the U.S. District Average" (the "Index") for the end of month immediately preceding the start of the Subsequent Contract Year and the Index on the date one year prior to that end of month. The greater of zero percent and the percentage change in the Index shall be applied to the hourly fee rate schedule above and shall be the hourly fee rates for the applicable Subsequent Contract Year. For example, and for avoidance of doubt, for a Subsequent Contract Year commencing January 1, 2024, the Index in effect on December 31, 2023 will be compared to the Index in effect on December 31, 2022. The percentage change in the Index will then be applied to increase the hourly rates by a similar percentage. CA Revised May 2020 Page 8 of 8