HomeMy WebLinkAboutC2023-016 - 1/31/2023 - Approved DocuSign Envelope ID: FOFB313F-4CDO-42B8-AC83-5737F85E69C1
PROFESSIONAL SERVICE AGREEMENT NO. 4339
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Financial Advisor Services
rNCu7 NPD K h1"e4
THIS Financial Advisor Services Agreement ("Agreement") is entered into by
and between the City of Corpus Christi, a Texas home-rule municipal
corporation ("City") and Specialized Public Finance Inc. ("Consultant"), effective
upon execution by the City Manager or the City Manager's designee ("City
Manager").
WHEREAS, Consultant has agreed to provide professional consulting services to
evaluate the possible renovation and/or expansion of the City's convention center
and a new convention headquarter hotel development.
NOW, THEREFORE, City and Consultant agree as follows:
1. Scope. Consultant shall provide Financial Advisor Services in accordance with
the attached Scope of Work, as shown in Attachment A, the content of which is
incorporated by reference into this Agreement as if fully set out here in its entirety.
2. Term. This Agreement is for three years. The parties may mutually extend the
term of this Agreement for up to two additional one-year periods ["Option
Period(s)"], provided, the parties do so in writing prior to the expiration of the
original term or the then-current Option Period.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$1,770,846.00 subject to approved extensions and changes. Payment will be
made for Services completed and accepted by the City within 30 days of
acceptance, subject to receipt of an acceptable invoice. All pricing must be in
accordance with the attached Bid/Pricing Schedule, as shown in Attachment
B, the content of which is incorporated by reference into this Agreement as if
fully set out here in its entirety. Any amount not expended during the initial term or
any option period may, at the City's discretion, be allocated for use in the next
option period. Invoices must be mailed to the following address with a copy
provided to the Contract Administrator:
City of Corpus Christi
Attn: Accounts Payable
P. O. Box 9277
Corpus Christi, Texas 78469-9277
4. Contract Administrator. The Contract Administrator designated by the City is
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responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City's Contract Administrator for this Agreement is as follows:
Name: Heather Hurlbert
Department: Finance
Phone: 361-826-3227
Email: hea herh3CE?cc exas.com
5. Insurance; Bonds; License.
(A) Before performance can begin under this Agreement, the Consultant must
deliver a certificate of insurance ("COI"), as proof of the required insurance
coverages, to the City's Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days'
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional insured.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment B, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
(B) In the event that a payment bond, a performance bond, or both, are
required of the Consultant to be provided to the City under this Agreement before
performance can commence, the terms, conditions, and amounts required in the
bonds and appropriate surety information are as included in the RFB/RFP or as
may be added to Attachment C, and such content is incorporated here in this
Agreement by reference as if each bond's terms, conditions, and amounts were
fully set out here in its entirety.
(C) Prior to beginning work, Consultant must provide evidence of any valid
professional license necessary for the performance of the work under this
Agreement.
6. Standard of Care. Consultant warrants that all Services shall be performed in
accordance with the standard of care used by similarly situated Consultants
performing similar services under the same professional license.
7. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City, which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City's City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
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8. Independent Contractor; Release.
(A) In performing this Agreement, both the City and Consultant shall act in an
individual capacity and not as agents, representatives, employees, employers,
partners, joint venturers, or associates of one another. Consultant shall perform all
professional services as an independent contractor and shall furnish such Services
in his own manner and method, and under no circumstance or condition shall an
employee, agent, or representative of either party be considered or construed to
be an employee, agent, or representative of the other party.
(B) As an independent contractor, no workers' compensation insurance shall be
obtained by City covering the Consultant and employees of the Consultant. The
Consultant shall comply with any and all workers' compensation laws pertaining
to the Consultant and employees of the Consultant.
9. Subcontractors. Consultant may not use subcontractors in connection with the
work performed under this Agreement.
10. Amendments. This Agreement may be amended or modified only in writing
executed by authorized representatives of both parties.
11. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
12. Taxes. The Consultant covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other applicable taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of such
request.
13. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Heather Hurlbert, Director of Finance
1201 Leopard St.
Corpus Christi, TX 78401
IF TO CONSULTANT:
Specialized Public Finance, Inc.
Attn: Victor Quiroga, Jr. 10010
San Pedro Ave., Suite 301
San Antonio, TX 78216
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14. Consultant shall fully indemnify, hold harmless and defend the City of
Corpus Christi and its officers, employees and agents ("indemnitees')
from and against any and all liability, loss, claims, demands, suits, and
causes of action of whatever nature, character, or description on
account of personal injuries, property loss, or damage, or any other
kind of injury, loss, or damage, including all expenses of litigation,
court costs, attorneys' fees and expert witness fees, which arise or are
claimed to arise out of or in connection with a breach of this
Agreement or the performance of this Agreement by the Consultant or
results from the negligent act, omission, misconduct, or fault of the
Consultant or its employees or agents. Consultant must, at its own
expense, investigate all claims and demands, attend to their
settlement or other disposition, defend all actions based thereon with
counsel satisfactory to the City Attorney, and pay all reasonable
charges of attorneys and all other costs and expenses of any kind
arising or resulting from any said liability, damage, loss, claims,
demands, suits, or actions. The indemnification obligations of
Consultant under this section shall survive the expiration or earlier
termination of this Agreement.
15. Termination.
(A) The City Manager may terminate this Agreement for Consultant's failure to
perform the work specified in this Agreement or to keep any required insurance
policies in force during the entire term of this Agreement. The Contract
Administrator must give the Consultant written notice of the breach and set out a
reasonable opportunity to cure. If the Consultant has not cured within the cure
period, the City Manager may terminate this Agreement immediately thereafter.
(B) Alternatively, the City Manager may terminate this Agreement for
convenience upon 30 days advance written notice to the Consultant. The City
Manager may also terminate this Agreement upon 24 hours written notice to the
Consultant for failure to pay or provide proof of payment of taxes as set out in this
Agreement.
16. Assignment. No assignment of this Agreement by the Consultant, or of any right
or interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the
Consultant is of the essence of this Agreement, and the City Manager's right to
withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
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17. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
18. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding all attachments and exhibits);
B. its attachments; then,
C. its exhibits, if any.
19. Certificate of Interested Parties. Consultant agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 "Certificate of Interested Parties" as part of this Agreement, if required
to do so by law.
20. Governing Law. This Agreement is subject to all federal, State, and local laws,
rules, and regulations. The applicable law for any legal disputes arising out of this
Agreement is the law of the State of Texas, and such form and venue for such
disputes is the appropriate district, county, or justice court in and for Nueces
County, Texas.
21. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties
(SIGNATURE PAGE FOLLOWS)
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CONSULTANT
DocuSigned by:
Signature: t t6r arb,�x, .
Printed Name: victor Quiroga, 7r.
Title: Managing Director
Date- 1/26/2023 M2023-015 Authorized By
Council 1-31-2023
DS
CITY OF CORPUS CHRISTI
DocuSigned by:
Jos ron ey
Assistant Director, Finance - Procurement
ATTEST:
2/14/2023 DocuSigned by
Date:
� 4 � 7
Rebecca Huerta
APPROVED AS TO LEGAL FORM: City Secretary
FDocuSig ned�by:
36st fL �fu&' Eviu, 2/14/2023
Assistant City Attorney Date
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance and Bond Requirements
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Attachment A: Scope of Work
1.1 General Requirements
The Financial Advisor will assist the City in the management of its debt
program and the design and issuance, negotiation and writing of bonds,
certificates, tax notes, and other financial instruments as may be required.
Financial Advisor Services include, but are not limited to, quantitative
analysis, evaluation and presentation of financing options, provisions of
timely credit market information, preparation of offering documents,
advice and assistance with the issuance, sale and delivery of debt
instruments, as well as, attending meetings and the provision of ongoing
services after the successful delivery of a debt issuance.
1.2 Scope of Work
A. Structure
The Financial Advisor is expected to actively participate in, and lend
expertise to the financial structuring of the bond issue, in conjunction with
City's Bond Counsel and City staff.
B. Official Statements
The City, from time to time, will consider the utilization of various types of
debt including, but not limited to, general obligation bonds, certificates
of obligation, tax notes, commercial paper, revenue bonds, conduit
financings including, but not limited to, housing, education, healthcare,
economic development, and other types of financings which will
facilitate the most effective, efficient and most cost-effective method of
financing projects. The Financial Advisor will be required to perform
professional Financial Advisory Services in connection with the pre-sale
strategic financial analyses, authorization, on-going quantitative analysis,
marketing, preparation of offering documents, issuance, sale and
delivery of debt instruments, as well as provide ongoing service after the
successful delivery of a debt issue. The Financial Advisor will be required
to provide professional services and perform theses duties as determined
by the City.
The preliminary and final official statements will be prepared by the City's
financial advisor and its bond counsel. The City will provide to the
Financial Advisor its customary disclosure information and will make every
effort to provide the financial advisor with all necessary additional
information for the specific financing. It is the duty of the financial advisor
to thoroughly review and determine the completeness and accuracy of
any material representations set forth in the preliminary and final official
statements. The Financial Advisor will be responsible to the City in all
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aspects for the accuracy and completeness of information provided by
such Financial Advisor with respect to such disclosure documents. More
specifically the Financial Advisor will be responsible for the following:
1. All duties and services necessary or advisable to facilitate the
issuance of bonds and other obligations.
2. Determine the form, size, timing, and method of sale of the issue.
3. Assist in evaluating underwriting proposals and selecting underwriting
teams, including the development of a Request for Proposals.
4. Participate in document preparation and assist bond counsel in the
coordination of the issue.
5. Prepare information for rating agency presentations, schedule and
assist in the presentations, and act as liaison with the agencies,
providing information as needed.
6. Coordinate preparation of official statements for each issue, including
arranging for printing and mailing to prospective investors.
7. Advise the City concerning the need for credit enhancement and
assist in the procurement and negotiation of related agreements.
8. Respond to questions or requests for additional information from
prospective investors.
9. Coordinate bond sale bid openings or electronic bid verifications and
recommend acceptance or rejection of bids. Evaluate reception of
the bonds relative to the market and other comparable securities.
10.Monitor and control fees and expenses incurred in connection with
the issuance of bonds, including soliciting bids for the printing of bond
offering documents, ratings, trustee and paying agent fees and
related services when necessary.
1 1 .Assist in closing details and post-closing duties. Maintain debt service
records on all outstanding City of Corpus Christi obligations.
12.Monitor and advise the City on refunding opportunities and other
financial products that would benefit the City.
13. Evaluate the performance of remarketing agents and credit facilities
for commercial paper programs and variable rate demand notes,
including rates, fees, and other costs.
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14. Provide advice and assistance in complying with disclosure
requirements.
15. Provide assistance in the development of alternative financing
programs for potential capital projects, including funding available
from state and federal programs.
16. Provide assistance in the development of voted bond programs,
including working with citizen committees.
17. Evaluate the city's financial policies related to effective administration
of the capital program.
18.Advise the City of current issues in the securities industry and financial
markets, including the impact of pending legislation at the state and
federal levels.
19.Advice regarding the investment of bond proceeds.
20.Advise the City in all other matters necessary or incidental to the
issuance and administration of debt obligation.
21 .The Financial Advisor will not be permitted to underwrite a portion of
an issue or program for the City during the term of an engagement as
Financial Advisor.
22. Each member of the underwriting syndicate is expected to play an
active role in the placement of the obligations. The Financial Advisor
will provide a report of the final allotments/placements executed by
each member as soon as practical after closing.
C. Other Financial Consultation
Occasionally the City may need to reach out to the Financial Advisor for other
financial advice needed by the City that is not related to the sale of bonds or
items outlined in the regular scope of work in the sections above. When this
occurs the City staff will identify the work as falling into this "Other Financial
Consultation" category and the Financial Advisor will be compensated as
outlined on the pricing sheets on a loaded hourly rate basis for this service.
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Specialized Public Finance Inc.
1OO1OSari Pedro Ave. Suite 3O1
Sari Antonio,Texom7G216
210.239.0204
SPECIALIZED FINANCE INC.IJ , 24GAddie Roy Road,Suite 1:3 103
p / w « mcI A L Aov / , ux ' � cnv / Ccs �u�in. ' exom7G746
512.2757300
Fee Schedule
Our proposed fee schedule with the City isshown below.
$0.000 for the first $ 1.00O.00O of bonds issued
plus $4.00 per$1,000 for the next $ 4.00O.00O of bonds issued
plus $2.00 per$1,000 for the next $ S.00O.00O of bonds issued
plus $1.00 per$1,000 for the next $ 40.000.000 of bonds issued
plus $0.75 per$1,000 thereafter
Fee shall be based on the higher of par amount, project fund deposit or refunded bond amount. The
above charges shall be multiplied by 1.25 times for the completion of an application to a federal or state
government agency orfor the issuance of revenue bonds or refunding bonds, reflecting the additional
services required.
The payment of charges for financial advisory services shall be contingent upon the delivery of bonds
and shall bedue at the time that bonds are delivered.
The charges for ancillary services, including computer structuring and official statement printing, shall be
levied only for those services which are reasonably necessary in completing the transaction and which
are reasonable inamount, unless such charges were incurred at the specified direction ofthe City.
Additional Expenses
GPF|'sFinancial Advisory Fee iscontingent upon delivery ofbonds. |naddition tothe Financial Advisor
Fee, SPFI also includes a fee for document preparation and computer structuring. Those fees can vary
based onthe terms ofthe issue but are only due upon delivery ofthe bonds. GPF| also offers continuing
disclosure services. For preparation of an annual disclosure document SPFI charges $1,500 annually.
The Issuer shall be responsible for the following expenses, if and when applicable:
Bond counsel Official statement printing
Bond ratings Paying age nt/mgistmnYrusVeo
Computer structuring Travel related expenses
Continuing Disclosure Underwriter and underwriter's counsel
Credit enhancement highDo|ivory. copy and conference call charges
Verification agent Other miscellaneous charges
Official statement preparation
The payment of reimbursable expenses that GPF| has assumed on behalf of the City shall not be
contingent upon the delivery of bonds and shall be due at the time services are rendered and payable
upon receipt ofan invoice therefor submitted byGPF|.
SPECIALIZED PUBLIC FINANCE INC. FeePropomo|
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Attachment C: Insurance and Bond Requirements
L CONTRACTOR'S LIABILITY INSURANCE
A. Contractor must not commence work under this contract until all insurance required has been obtained
and such insurance has been approved by the City. Contractor must not allow any subcontractor, to
commence work until all similar insurance required of any subcontractor has been obtained.
B. Contractor must furnish to the City's Risk Manager and Contract Administer a copy of Certificates of
Insurance with applicable policy endorsements showing the following minimum coverage by an insurance
company(s) acceptable to the City's Risk Manager. Project name and/or number must be listed in
Description Box of Certificate of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
PROFESSIONAL LIABILITY $1,000,000 Per Claim
(Errors and Omissions) (Defense costs not included in face value
of the policy)
If claims made policy, retro date must be at
or prior to inception of agreement, have
extended reporting period provisions and
identify any limitations regarding who is
insured.
C. In the event of accidents of any kind related to this contract, Contractor shall furnish the Risk Manager
with copies of all reports of any accidents within 10 days of the accident.
II. ADDITIONAL REQUIREMENTS
A. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any
extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by
companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of
at least A-with a Financial Size Category of Class VII or higher.
B. Contractor shall be required to submit renewal certificates of insurance throughoutthe term of this contract
and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be
given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
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C. Certificate of insurance shall specify that at least 30 calendar days advance written notice will be provided
to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10
calendar days advance written notice for nonpayment of premium.
D. Within 5 calendar days of a cancellation, non-renewal, material change or termination of coverage,
Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City
shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time
during this contract. Failure to provide and to maintain the required insurance shall constitute a material
breach of this contract.
E. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any
insurance or policy endorsements to the extent and within the time herein required,the City shall have the
right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to
Contractor hereunder until Contractor demonstrates compliance with the requirements hereof.
F. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be
held responsible for payments of damages to persons or property resulting from Contractor's or its
subcontractor's performance of the work covered under this contract.
G. Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self
insurance carried by the City of Corpus Christi for liability arising out of operations under this contract.
H. The insurance required is in addition to and separate from any other obligation contained in this contract.
2021 Insurance Requirements
Ins. Req. Exhibit 3-H
Professional Services - Other Professional Services
05/10/2021 Risk Management—Legal Dept.
No bond is required for this professional service agreement.