HomeMy WebLinkAboutJAMES CAPITAL - CONTRACT - RFP - P936 FINANCIAL ADVISORY INVESTMENT BANKINGSERVICES AGREEMENT
WORK ORDER TYPE
THIS AGREEMENT made and entered into the day and year set forth below, by and
between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred
to as the "City" and James Capital Advisors, Inc., hereinafter referred to as "Service Provider".
W ITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed by
and between the parties hereto as follows:
1. Services to be Performed.
a. This Agreement shall constitute the basic agreement between the parties for Financial
Advisory Services. The conditions set forth herein shall apply to all services performed by the
Service Provider on behalf of the City and particularly described in Work Orders agreed upon in
writing by the parties from time to time. Such Work Orders, a sample of which is attached hereto as
Exhibit "A", consisting of one (1) page, and incorporated herein by this reference, shall include a
description of the services to be performed, the location and time for performance, the amount of
payment, any materials to be supplied by the City and any other special circumstances relating to
the performance of services. No workorder shall exceed $30,000. The only services authorized
under this agreement are those which are performed after receipt of such Work Order, except in
emergency circumstances where oral work requests may be issued. Oral requests for emergency
actions will be confirmed by issuance of a written Work Order within two (2) working days.
b. The City may, at any time during the term of a particular Work Order and without
invalidating the Agreement, make changes within the general scope of the particular services
assigned and the Service Provider agrees to perform such changed services.
2. Changes in the Work. The City reserves the right to independently bid any services
rather than issuing work to the Service Provider pursuant to this Agreement. Nothing within this
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EXHIBIT "C"
INSURANCE REQUIREMENTS
1. The Service Provider will provide, from insurance companies acceptable to the City, the
insurance coverage designated hereinafter and pay all costs. Before commencing work under
this bid, the Service Provider shall furnish the City with certificates of insurance showing the
type, amount, class of operations covered, effective dates and date of expiration of policies, and
containing substantially the following statement:
"The insurance evidenced by this Certificate will not be cancelled or materially altered, except
after ten (10) days written notice has been received by the City of Fort Collins."
In case of the breach of any provision of the Insurance Requirements, the City, at its option, may
take out and maintain, at the expense of the Service Provider, such insurance as the City may
deem proper and may deduct the cost of such insurance from any monies which may be due or
become due the Service Provider under this Agreement. The City, its officers, agents and
employees shall be named as additional insureds on the Service Provider's general liability and
automobile liability insurance policies for any claims arising out of work performed under this
Agreement.
2. Insurance coverages shall be as follows:
A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain
during the life of this Agreement for all of the Service Provider's employees engaged in work
performed under this agreement:
Workers' Compensation insurance with statutory limits as required by
Colorado law.
Employer's Liability insurance with limits of $100,000 per accident, $500,000
disease aggregate, and $100,000 disease each employee.
B. Commercial General & Vehicle Liability. The Service Provider shall maintain during
the life of this Agreement such commercial general liability and automobile liability insurance
as will provide coverage for damage claims of personal injury, including accidental death, as
well as for claims for property damage, which may arise directly or indirectly from the
performance of work under this Agreement. Coverage for property damage shall be on a
"broad form" basis. The amount of insurance for each coverage, Commercial General and
Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property
damage.
In the event any work is performed by a subcontractor, the Service Provider shall be responsible
for any liability directly or indirectly arising out of the work performed under this Agreement by a
subcontractor, which liability is not covered by the subcontractor's insurance.
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From: Delaine Carter At: Brown and Brown Insurance FaxID: To: James B. O'Neill
Date: 12/12004 02:56 PM Page: T of 2
ABC RD CERTIFICATE OF LIABILITY INSURANCE OP ID D
d
DATE(MMIDNYI'YY)
JAME-28
12 01 04
PRODUCER
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Brown & Broom Ins of Denver
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
7110 W. Jefferson Ave . , #100
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Denver CO 80235
Phone:303-980-6265 Fax:720-962-5142
INSURERS AFFORDING COVERAGE
NAIC9
INSURED
INSURERA, Houston Casualty Company
INSURER B.
James Capital Advisors Inc
James Manire,
INSURER C'
17390 E Jamison Ave
INSURER D'
Centennial CO 80016
rnvoceacc
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT: TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
INSRADD' POLICYEFFECTIVE POLICY EXPIRATION
LTR INS TYPE OF INSURANCE POLICYNUMBER DATE MMIDD DATE MWDDIVY) LIMITS
GENERAL LIABILITY
EACH OCCURRENCE $
PREMISES (Ea ocourence) $
COMMERCIAL GENERAL LIABILITY
CLAIMS MADE OCCUR
VIED EXP (Any one person) $
PERSONAL &ADV INJURY $
GENERAL AGGREGATE $
GENT AGGREGATE LIMIT APPLIES PER.
PRODUCTS - COMP/OP AGO S
POLICY PRO -
JECT
AUTOMOBILE
AUTOMOBILE
LIABILITY
COMBINED SINGLE LIMIT $
ANY AUTO
(Ea awidenl)
BODILY INJURY $
ALL OWNED AUTOS
SCHEDULED AUTOS
(Per person)
BODILY INJURY $
HIREDAUTOS
NON -OWNED AUTOS
(Per accident)
PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY
AUTO ONLY -EA ACCIDENT $
OTHERTHAN EA ACC $
ANY AUTO
AUTO ONLY: AGG IS
EXCESSNMBRELLA LIABILITY
EACH OCCURRENCE $
OCCUR CLAIMS MADE
AGGREGATE $
S
DEDUCTIBLE
S
RETENTION $
$
WORKERS COMPENSATION AND
TORYLIMITS ER
EMPLOYERS' LIABILITY
E.L. EACH ACCIDENT $
ANY PROPRIE70RIPARTNERIEXECUTIVE
E.L. DISEASE - EA EMPLOYEE $
OFFICERIMEMBER EXCLUDED?
I yes, describe under
E.L DISEASE -POLICY LIMIT $
SPECIAL PROVISIONS below
OTHER
A Professional
H70314184
10/11/03
10/11/04
Aggregate $500,000
Liability
Per Claim $500 000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES t EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Per policy terms, conditions, and exclusions.
CERTIFICATE HOLDER CANCELLATION
City of Fort Collins
Purchasing Department
James B. O'Neill
PO Box 580
Fort Collins CO 80522-0580
CITYOF SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
If TOTS] aeyLY&TIT0,;VIT:t1
1 NRR
From: Delaine Carter At: Brown and Brown Insurance FaxID: To: James B. O'Neill Date: 12/1/2004 02:56 PM Page: 2 of 2
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2001108)
Agreement shall obligate the City to have any particular service performed by the Service Provider.
3. Time of Commencement and Completion of Services. The services to be performed
pursuant to this Agreement shall be initiated as specified by each written Work Order or oral
emergency service request. Oral emergency service requests will be acted upon without waiting for
a written Work Order. Time is of the essence.
4. Contract Period. This Agreement shall commence June 1, 2004, and shall continue
in full force and effect until May 31, 2005, unless sooner terminated as herein provided. In addition,
at the option of the City, the Agreement may be extended for additional one year periods not to
exceed four (4) additional one year periods. Pricing changes shall be negotiated by and agreed to
by both parties and may not exceed the Denver - Boulder CPI-U as published by the Colorado State
Planning and Budget Office. Written notice of renewal shall be provided to the Service Provider and
mailed no later than 90 days prior to contract end.
5. Delay. If either party is prevented in whole or in part from performing its obligations
by unforeseeable causes beyond its reasonable control and without is fault or negligence, then the
party so prevented shall be excused from whatever performance is prevented by such cause. To
the extent that the performance is actually prevented, the Service Provider must provide written
notice to the City of such condition within fifteen (15) days from the onset of such condition.
6. Early Termination by City/Notices. Notwithstanding the time periods contained
herein, the City may terminate this Agreement at any time without cause by providing written notice
of termination to the Service Provider. Such notice shall be mailed at least fifteen (15) days prior to
the termination date contained in said notice unless otherwise agreed in writing by the parties. All
notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to
the following address:
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Professional:
City:
With Copy to:
James Capital Advisors Inc.
City of Fort Collins, Finance
City of Fort Collins,
Attn: James Manire
Attn: Alan Krcmarik
Purchasing
4950 S. Yosemite Ste F2 502
PO Box 580
PO Box 580
Greenwood Village, CO 80111
Fort Collins, CO 80522
Fort Collins, CO 80538
In the event of early termination by the City, the Service Provider shall be paid for services
rendered to the termination date, subject only to the satisfactory performance of the Service
Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole
right and remedy for such termination.
7. Contract Sum. This is an open-end indefinite quantity Agreement with no fixed price.
The actual amount of work to be performed will be stated on the individual Work Orders. The City
makes no guarantee as to the number of Work Orders that may be issued or the actual amount of
services which will in fact be requested.
8. Payments. a. The City agrees to pay and the Service Provider agrees to accept as
full payment for all work done and all materials furnished and for all costs and expenses incurred in
performance of the work the sums set forth for the hourly labor rate and material costs, with
markups, stated within the Fee Schedule, attached hereto as Exhibit "B", consisting of one (1) page,
and incorporated herein by this reference.
b. Payment shall be made by the City only upon acceptance of the work by the City and
upon the Service Provider furnishing satisfactory evidence of payment of all wages, taxes, supplies
and materials, and other costs incurred in connection with the performance of such work.
9. City Representative. The City's representative will be shown on the specific Work
Order and shall make, within the scope of his or her authority, all necessary and proper decisions
with reference to the work requested. All requests concerning this Agreement shall be directed to
the City Representative.
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10. Independent Contractor. It is agreed that in the performance of any services
hereunder, the Service Provider is an independent contractor responsible to the City only as to the
results to be obtained in the particular work assignment and to the extend that the work shall be
done in accordance with the terms, plans and specifications furnished by the City.
11. Personal Services. It is understood that the City enters into the Agreement based on
the special abilities of the Service Provider and that this Agreement shall be considered as an
agreement for personal services. Accordingly, the Service Provider shall neither assign any
responsibilities nor delegate any duties arising under the Agreement without the prior written
consent of the city.
12. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of
the services shall not be construed to operate as a waiver of any rights under the Agreement or of
any cause of action arising out of the performance of this Agreement.
13. Warranty.
(a) Service Provider warrants that all work performed hereunder shall be
performed with the highest degree of competence and care in accordance
with accepted standards for work of a similar nature.
(b) Unless otherwise provided in the Agreement, all materials and equipment
incorporated into any work shall be new and, where not specified, of the most
suitable grade of their respective kinds for their intended use, and all
workmanship shall be acceptable to City.
(c) Service Provider warrants all equipment, materials, labor and other work,
provided under this Agreement, except City -furnished materials, equipment
and labor, against defects and nonconformances in design, materials and
workmanship/workwomanship for a period beginning with the start of the
work and ending twelve (12) months from and after final acceptance under
the Agreement, regardless whetherthe same were furnished or performed by
Service Provider or by any of its subcontractors of any tier. Upon receipt of
written notice from City of any such defect or nonconformances, the affected
item or part thereof shall be redesigned, repaired or replaced by Service
Provider in a manner and at a time acceptable to City.
14. Default. Each and every term and condition hereof shall be deemed to be a material
element of this Agreement. In the event either party should fail or refuse to perform according to the
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terms of this agreement, such party may be declared in default thereof.
15. Remedies. In the event a parry has been declared in default, such defaulting party
shall be allowed a period of ten (10) days within which to cure said default. In the event the default
remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek
damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail
himself of any other remedy at law or equity. If the non -defaulting party commences legal or
equitable actions against the defaulting parry, the defaulting party shall be liable to the non -
defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because
of the default.
16. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire
agreement between the parties and shall be binding upon said parties, their officers, employees,
agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal
representative, successors and assigns of said parties.
17. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save
harmless the City, its officers, agents and employees against and from any and all actions, suits,
claims, demands or liability of any character whatsoever, brought or asserted for injuries to or death
of any person or persons, or damages to property arising out of, result from or occurring in
connection with the performance of any service hereunder.
b. The Service Provider shall take all necessary precautions in performing the work
hereunder to prevent injury to persons and property.
c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider
shall provide and maintain insurance coverage naming the City as an additional insured under this
Agreement of the type and with the limits specified within Exhibit "C", consisting of one (1) page,
attached hereto and incorporated herein by this reference. The Service Provider before
commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk
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Management, 215 N. Mason, PO Box 580, Fort Collins, Colorado 80522 one copy of a certificate
evidencing the insurance coverage required from an insurance company acceptable to the city.
18. Entire Agreement. This Agreement, along with all Exhibits and other documents
incorporated herein, shall constitute the entire Agreement of the parties. Covenants or
representations not contained in this Agreement shall not be binding on the parties.
19. Law/Severability. This Agreement shall be governed in all respect by the laws of the
State of Colorado. In the event any provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction such holding shall not invalidate or render
unenforceable any other provision of this Agreement.
20. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to this Agreement are set forth in Exhibit NA consisting of N/A ( ) page[s],
attached hereto and incorporated herein by this reference.
CITY OF FORT COLLINS, COLORADO
a mu ipal corporation
By:
Jam . O'Neill II, CPPO
Dire r of Purch sing and Risk Management
Date: Z- 6
/ 9 V
Jam apital Advisors I
By:
RINT NAME
Title: COnRORATaE PRESIDENT OR VICE PRESIDENT
Date: ! v 1),, "`-' Z°\ L-Ir& `t
ATTEST: (Corporate Seal)
CORPORATE SECRETARY
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EXHIBIT "A"
WORK ORDER FORM
PURSUANT TO AN AGREEMENT BETWEEN
THE CITY OF FORT COLLINS
AND
ly_1ra.a
Work Order Number:
Purchase Order Number:
Project Title:
Commencement Date:
Completion Date:
Maximum Fee: (time and reimbursable direct costs):
Project Description:
Scope of Services:
Service Provider agrees to perform the services
identified above and on the attached forms in
accordance with the terms and conditions
contained herein and in the Services Agreement
between the parties. In the event of a conflict
between or ambiguity in the terms of the Services
Agreement and this work order (including the
attached forms) the Services Agreement shall
control.
Service Provider
By:
Date:
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Acceptance
User
The attached forms consisting of (_) pages
are hereby accepted and incorporated herein by
this reference, and Notice to Proceed is hereby
given.
City of Fort Collins
By:
Date:
EXHIBIT "A"
Attachment "A"
SCOPE
1. Prepare Initial Financing Plan, Reports, Etc.
2. Draft RFP for Underwriting Services, Assist in Selecting underwriting Team
3. Develop the Bond Structure and Sizing
4. Develop all financial Models
5. Assist in Preparation and Review of all Legal Documents
6. Break Even Analysis RE: viability of Insurance and DSRF Surety Policies
7. Rating Agency and Insurance Preparatio nNisit
8. Assist in the Selection of the Printer of the POS/OS
9. Track and Advise the City Regarding the Costs of Issuance
10. Marketing and Pricing of Bonds
a. Trading Desk Will be available for Pricing to Advise the City of the Marketing
b. Monitor the Market for Comparable Financings
c. Develop a Marketing Plan
d. Prepare a Post -Pricing Analysis
11. Dialogue with Bond Counsel on Tax Issues
12. Serve as Structuring and Bidding Agent for all Bond Proceed Reinvestment and
Derivative
13. Transactions
14. Coordinate Trustee Activities
15. Draft/Review Closing Memo
16. Coordinate/Participate in Bond Closing
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EXHIBIT "B"
Fees and Expenses:
For advisory services, propose a flat dollar amount fee respective to each financing.
Indicate whether any economies of scale will be obtained If more than one of the
transactions is completed by your firm. Estimate and commit to a not- to -exceed dollar
amount for each respective transaction not included in the flat fee quote.
For transactions specifically identified in the RFP, James Capital proposes to act as the
City's Financial Advisor on a fee -for -service basis, with fees to be collected only upon
the successful closing of the issue. Proposed fees are as follows:
Fort Collins DDA Tax Increment Revenue Bonds
Financial Advisory Fee for a Private Placement: $6,000
Financial Advisory Fee for a Public Offering: $8,000
Other City Revenue Bonds and COPs
Financial Advisory Fee for a Private Placement: $6,000
Financial Advisory Fees for Public Offerings will be priced proportionately on a
sliding scale based on the following benchmarks:
Issues of $5,000,000 or less: $ 8,000
A $10,000,000 issue: $12,500
A $15,000,000 issue $15,000
A $40,000,000 issue or greater $24,500
Examples of the resulting fees are $10,700 for an $8 million issue and $16,140
for an $18 million issue.
An escrow structuring fee of $2,500 will be added to any advanced refunding
issue. The maximum fee for a state loan financing will be $9,500.
James Capital would submit any charges incurred for travel and lodging outside
Colorado, as well as any charges incurred for hosting conference calls for more
than three parties, for reimbursement to the City.
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