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AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT (Agreement) is m ade and entered into, effective on _______________________, by and between the CITY OF FRESNO, a California municipal corporation (City), and KNN Public Finance, LLC, a California limited liability company (Consultant).
RECITALS
WHEREAS, the City desires to obtain profe ssional municipal advisory services for [professional consulting services related to debt issuance and financial planning (Project); and
WHEREAS, the Consultant is engaged in the business of furnishing services as a municipal advisory firm and hereby repres ents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, the Consultant acknowledges t hat this Agreement is subject to the requirements of Fresno Municipal Code Secti on 4-107 and Administrative Order No. 6-19; and
WHEREAS, this Agreement will be administe red for the City by its Finance Director (Administrator) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and premises hereinafter contained to be kept and per formed by the respective parties, it is mutually agreed as follows:
1. Scope of Services. The Consultant shall perform to the satisf action of the City the services described in Exhibit A , including all work incident al to, or necessary to perform, such services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Perform ance. This Agreement shall be effective from the date first set forth above (Effective Date) and shall continue in full force and effect through May 30, 2031 with the option of two (2) optional one-year extensions, subject to any earlier termination in accordance with this Agreement. The services of the Consultant as described in Exhibit A are to commence upon the Effective Date and shall be completed in a sequence assuring expeditious completion, but in any event, all such services shall be completed prior to expiration of this Agreement and in accordance with any performance schedule set forth in Exhibit A.
3. Compensation.
(a) The Consultant’s sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall not exceed $425,000, paid on the basis of the rates se t forth in the schedule of fees and expenses contained in Exhibit A.
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(b) Detailed statements sha ll be rendered monthly for services performed in the preceding month and will be payable in the normal course of City business.
The City shall not be obligated to reimburse any expense for which it has not received a detailed invoice with applic able copies of r epresentative and identifiable receipts or records substantiating such expense. (c) The parties may modify this Agreement to increase or decrease the scope of services or provide for the rendition of services not required by this Agreement, which modification shall include an adjustment to the Consultant’s compensation. Any change in the scope of services must be made by written amendment to the Agreement signed by an authorized representative for each party. The Consultant shall not be entit led to any additional compensation if services are performed prior to a signed written amendment.
4. Termination, Remedies , and Force Majeure.
(a) This Agreement shall terminate wit hout any liability of the City to the Consultant upon the earlier of: (i) the C onsultant’s filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against the C onsultant; (ii) seven calendar days prior written notice with or without cause by the City to the Consultant; (iii) the City’s non-appropriation of funds sufficient to meet its obli gations hereunder during any City fiscal year of this Agr eement, or insufficient funding for the Project; or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement, the Consultant shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to the City any and all unearned payments and all properties and materials in the possession of the Consultant that are owned by t he City. Subject to the terms of this Agreement, the Consultant shall be paid compensation for services satisfactorily performed prior to t he effective date of termination. The Consultant shall not be paid for any wo rk or services performed or costs incurred which reasonably could have been avoided.
(c) In the event of termination due to failu re of the Consultant to satisfactorily perform in accordance with the terms of this Agreement, the City may withhold an amount that would otherwise be payable as an offset to, but not in excess of, the City’s damages caused by such failure. In no event shall any payment by the City pursuant to this Agreement c onstitute a waiver by the City of any breach of this Agreement which may then exist on the part of the Consultant, nor shall such payment impair or prejudi ce any remedy available to the City with respect to the breach.
(d) Upon any breach of this Agreement by the Consultant, the City may (i) exercise any right, remedy (in contra ct, law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct, indirect, consequential, economic and incidental damages for the breach of the Agreement. If it is
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determined that the City improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience. (e) The Consultant shall provide the City with adequate written assurances of future performance, upon Administrator’s request, in the event the Consultant fails to comply with any terms or conditions of this Agreement. (f) The Consultant shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Consultant and without its fault or negligence such as, acts of G od or the public enemy, acts of the City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather , and delays of common carriers. The Consultant shall notify Administrator in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to Administrator of the cessation of such occurrence.
5. Confidential Information and Ownership of Documents. (a) Any reports, information, or other data prepared or assembled by the Consultant pursuant to this Agreement shall not be made available to any individual or organization by the Consult ant without the prior written approval of the Administrator. During the term of this Agreement, and thereafter, the Consultant shall not, without the prior wr itten consent of t he City, disclose to anyone any Confidential Information. The term Confidential Information for the purposes of this Agreement shall include all proprietary and confidential information of the City, including but not limited to business plans, marketing plans, financial information, materials, compilations, documents, instruments, models, source or object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in the City. (b) Any and all writings and documents pr epared or provided by the Consultant pursuant to this Agreement are the pr operty of the City at the time of preparation and shall be turned over to the City upon expiration or termination of the Agreement. The Consultant sha ll not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. (c) If the Consultant should subcontract a ll or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this Section 5. (d) This Section 5 shall survive expira tion or termination of this Agreement.
6. Professional Skill. It is further mu tually understood and agreed by and between the parties hereto that inasmuch as the Cons ultant represents to the City that the Consultant and its subcontractors, if any , are skilled in the profession and shall perform in accordance with t he standards of said profe ssion necessary to perform the services agreed to be done by it under th is Agreement, the City relies upon the skill of the Consultant and any subcontractors to do and perform such services in a
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skillful manner and the Consultant agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by the City shall not operate as a release of the Consultant or any subcontractors from said professional standards.
7. Indemnification. To the furt hest extent allowed by law, the Consultant shall indemnify, hold harmless and defend City and each of its o fficers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, to rt or strict liability, in cluding but not limited to personal injury, death at any time and property damage), and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce th is Agreement) that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of the Consultant, its principals, officers, employees, agents or volunteers in the performance of this Agreement.
If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall require each subcontractor to indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreemen t, the Consultant shall pay for and maintain in full force and effect all insurance as required in Exhibit B, which is incorporated into and part of this Agreement, with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by the City’s Risk Manager or designee at any time and in its sole discretion. The required policies of insurance as stated in Exhibit B shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to the City, its offi cers, officials, employees, agents, and volunteers as additional insureds, sha ll be the greater of the minimum limits specified therein or the full limit of any insuranc e proceeds to the named insured.
(b) If at any time during the life of the Ag reement or any extension, the Consultant or any of its subcontract ors/sub-consultants fail to maintain any required insurance, all services and work under this Agreement shall be discontinued immediately, and all payment s due, or that become d ue, to the Consultant shall be withheld until insurance is in compliance with the requirements. Any failure to maintain the required insurance shall be sufficient cause for the City to terminate this Agreement. No acti on taken by the City pursuant to this section shall in any way relieve the Consultant of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by the City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.
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(c) The fact that insuranc e is obtained by the Consult ant shall not be deemed to release or diminish the liability of the Consultant, including, without limitation, liability under the indemnity provisio ns of this Agreement. The duty to indemnify the City shall apply to all claims and liabili ty regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant.
Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor lim it the liability of the C onsultant, its principals, officers, agents, employees, persons under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them.
9. Conflict of Interest and Non-Solicitation.
(a) Prior to the City’s execution of this Agreement, the Consultant shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, the Consultant shall have the obligation and duty to immedi ately notify the City in writing of any change to the information provided by the Consultant in such statement. (b) The Consultant shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and r equirements governing avoidance of impermissible client conflicts; and (ii) federal, state, and local conflict of interest laws and regulations incl uding, without limitat ion, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time, upon written reques t of the City, the Cons ultant shall provide a written opinion of its legal counsel and t hat of any subcontractor that, after a due diligent inquiry, the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulati ons. The Consultant shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discove ry of any facts giving rise to the appearance of a conflict of interest, the Consultant shall immediately notify the City of these facts in writing.
(c) Consultant’s duties and services under this Agreement shall not include preparing or assisting the City with any portion of t he City’s preparation of a request for proposals, request for qualific ations, or any other solicitation regarding a subsequent or additional contract with the City. The City entering this Agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this Project. Consultant’s participation in the planni ng, discussions, or drawing of project plans or specifications shall be lim ited to conceptual, prelimin ary, or initial plans or specifications. Consultant shall cooperate with the Ci ty to ensure that all bidders for a subsequent contract on any subsequent phase of this Project have access to the same information, including all conceptual, preliminary, or
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initial plans or specific ations prepared by Consul tant pursuant to this Agreement.
(d) In performing the work or services to be provided hereunder, the Consultant shall not employ or retain the services of any person while such person either is employed by the City or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (e) The Consultant represents and warrants t hat it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit, or procure this Agreement or any rights/benefits hereunder. (f) Neither the Consultant, nor any of t he Consultant’s subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project unless fully disclos ed to and approved by the City Manager, in advance and in writing. The Consultant and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. Notwithstandi ng any approval given by the City Manager under this provision, the Consul tant shall remain responsible for complying with Section 9(b), above.
(g) If the Consultant should subcontract all or any portion of the work to be performed or services to be provided und er this Agreement, the Consultant shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith.
(h) This Section 9 shall survive expira tion or termination of this Agreement.
10. Recycling Program. In the ev ent the Consultant maintains an office or operates a facility(ies), or is required herein to maintain or operate same, within the incorporated limits of the City of Fresno, the Consultant at its sole cost and expense shall:
(a) Immediately establish and maintain a viable and ongoing recycling program, approved by the City’s Solid Waste Management Division, for each office and facility. Literature describing the City recycling programs is available from the City’s Solid Waste Management Divisio n and by calling City of Fresno Recycling Hotline at (559) 621-1111.
(b) Immediately contact the City’s Solid Waste Management Division at (559) 621-1452 and schedule a free wast e audit, and cooperate with such Division in their conduct of the audit for each office and facility. (c) Cooperate with and demonstr ate to the satisfaction of the City’s Solid Waste Management Division the establishment of the recycling program in paragraph (a) above and the ongoing maintenance thereof.
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11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of the City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the Administrator or designee. (b) Records of the Consultant’s expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to the City or its authorized representatives upon request during regular business hours throughout the life of this Agreement and for a period of three years after final payment or, if longer, for any period requ ired by law. In addition, all books, documents, papers, and records of the Co nsultant pertaining to the Project shall be available for the purpose of ma king audits, examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim, negotiations, audit or other action is commenced before the expiration of said time period, all records shall be retai ned and made available to the City until such action is resolved, or until the end of said time period whichever shall later occur. If the Consultant should subcontract all or any portion of the services to be performed under this Ag reement, the Consultant shall cause each subcontractor to also comply wit h the requirements of this paragraph.
This Section 11(b) shall survive expiration or termination of this Agreement. (c) Prior to execution of this Agreement by the City, the Consultant shall have provided evidence to the Cit y that the Consultant is licensed to perform the services called for by this Agreement (or that no license is required). If the Consultant should subcontract all or any portion of the work or services to be performed under this Agreement, the Consultant shall require each subcontractor to provide evidence to the City that subcontractor is licensed to perform the services called for by th is Agreement (or that no license is required) before beginning work.
12. Nondiscrimination. To t he extent required by controlling federal, state and local law, the Consultant shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, the Consultant agrees as follows:
(a) The Consultant will comply with all appl icable laws and regulations providing that no person shall, on t he grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement.
(b) The Consultant will not discriminat e against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex,
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age, sexual orientation, et hnicity, status as a disabl ed veteran or veteran of the Vietnam era. The Consultant sha ll ensure that applicants are employed, and the employees are treat ed during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital st atus, sex, age, sex ual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to the Consultant ’s employment practices including, but not be limited to, the following: em ployment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause.
(c) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital st atus, sex, age, sex ual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. (d) The Consultant will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of the Consultant’s commitment under this section and shall post copies of the notice in conspicuous places avail able to employees and applicants for employment.
(e) If the Consultant should subcontract a ll or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this Section 12.
13. Independent Contractor.
(a) In the furnishing of the services prov ided for herein, the Consultant is acting solely as an independent contractor. Ne ither the Consultant, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner or associate of the City for any purpose. The City shall have no right to control or supervise or direct the manner or method by which the Consultant shall perf orm its work and functions. However, the City shall retain the right to administer this Agreement so as to verify that the Consultant is performing its obligations in acco rdance with the terms and conditions thereof.
(b) This Agreement does not evidence a par tnership or joint venture between the Consultant and the City. The Consultant shall have no authority to bind the City absent the City’s express written consent. Except to the extent otherwise provided in this Agreement, the Cons ultant shall bear its own costs and expenses in pursuit thereof.
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(c) Because of its status as an independe nt contractor, the Consultant and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to the City employees. The Consultant shall be solely liable and responsible for a ll payroll and tax withholding and for providing to, or on behalf of, its employ ees all employee benefits including, without limitation, health, welfare and retirement benefits. In addition, together with its other obligations under this Agreement, the Consultant shall be solely responsible, indemnify, defend and save the City harmless from all matters relating to employment and tax withholding for and payment of the Consultant’s employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers’ compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in the City employment benefits, entitlement s, programs and/or funds offered employees of the City whether arising by reason of any common law, de facto, leased, or co-employee rights or other theory. It is acknowledged that during the term of th is Agreement, the Consultant may be providing services to others unrelated to the City or to this Agreement.
14. Notices. Any notice required or intended to be given to either party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, addressed to the party to which notice is to be given at the party's address set forth on the signature page of this Ag reement or at such other address as the parties may from time to ti me designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof.
15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective heirs, successors, assigns, transferees, agents, servants, employees, and representatives.
16. Assignment.
(a) This Agreement is personal to t he Consultant and there shall be no assignment by the Consultant of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by the Consultan t, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee. (b) The Consultant hereby agrees not to assign the payment of any monies due the Consultant from the City under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). The City retains the right to pay any and all monies due the Consultant directly to the Consultant.
17. Compliance With Law. In providing the services required under this Agreement, the Consultant shall at all times comply with all applicable laws of the United States, the State of California and the City, and with all applicable r egulations promulgated by
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federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continui ng waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in wr iting and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein.
19. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California.
20. Headings. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explai n, modify or add to the interpretation or meaning of the provisions of this Agreement.
21. Severability. The provisi ons of this Agreement are se verable. The invalidity, or unenforceability of any one provision in this Agreement shall no t affect the other provisions.
22. Interpretation. The parties acknowledge th at this Agreement in its final form is the result of the combined efforts of the parti es and that, should any provision of this Agreement be found to be ambi guous in any way, such ambiguity shall not be resolved by construing this Agreement in favo r of or against either party, but rather by construing the terms in accordance with their generally accepted meaning.
23. Attorney's Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any term, co venant or condition of this Agreement, the prevailing party in such proceeding or acti on shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment re ferenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body of this Agreement and any Exhibit or Attachment hereto, the terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the Exhibit or Attachment. Furthermore, any terms or conditions contained within any Exhibit or Attachment hereto which purport to modify the allocation of risk betw een the parties, provided for within the body of this Agreement, shall be null and void.
26. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
27. No Third Party Beneficiaries. The rights, interests, duties and obligations defined within this Agreement are intended for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the contrary in this
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Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties.
28. Extent of Agreement. Each party ack nowledges that they have read and fully understand the contents of th is Agreement. This Agreem ent represents the entire and integrated agreement betw een the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This Agr eement may be modified only by written instrument duly authorized and executed by both the City and the Consultant.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
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IN WITNESS WHEREOF, the parties have execut ed this Agreement at Fresno, California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By:
Georgeanne A. White
City Manager
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Sukhman S. Sekhon Date
Deputy City Attorney
ATTEST:
AMY K. ALLER
Interim City Clerk
By:
Date
Deputy
Addresses:
CITY:
City of Fresno
Attention: Santino Danisi, Controller
2600 Fresno Street, Suite 2156
Fresno, CA 93721
Phone: (559) 621-7001
E-mail: [email protected]
KNN Public Finance,
A California Limited Liability Company
By:
Name: Melissa Shick
Title:
(If corporation or LLC., Board Chair, Pres.
or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Any Applicable Professional License:
Number:
Name:
Date of Issuance:
CONSULTANT:
KNN Public Finance
Attention: Melissa Shick,
Managing Director
2001 Addison Street, Suite 100
Berkeley, CA 94704
Phone: (510)508-8226
E-mail: [email protected]
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
Managing Director
David Leifer
Senior Managing Director
K1151 867-01996
MSRB SEC
2/10/2016
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EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City) and KNN Public Finance (Consultant)
MUNICIPAL ADVISOR SERVICES
Consultant will provide municipal advisory services to the City for the term of five (5) years with the option of two (2) opti onal one-year extensions to in clude but are not limited to, the following:
SCHEDULE OF FEES AND EXPENSES
(a) Assist the City in developing fina ncing plans for projects as needed.
(b) If the City proceeds with fi nancing or refinancing a proj ect, the Contractor shall serve as financial advisor, coordinatin g the financing team, maintaining the financing schedule, reviewing and comm enting on financing documents and the official statement, and assisting in the selection of financing team members. The Contractor shall attend meetings and support staff presentations as required.
(c) Review and comment on the official statement prepared by disclosure or underwriter’s counsel, participate in due diligence discussions, and assist the City in meeting disclosure obligations in accordance with applicable laws and industry standards.
(d) Prepare or assist in preparing ra ting agency and insurance presentations and coordinate the ratings and insurance review process.
(e) Advise the City on market conditions, incl uding timing, structure, and sale method (e.g., forward delivery), and assist in determining the most appropriate financing approach.
(f) If the City elects to offer its securiti es through public sale, the Contractor will:
1. Distribute the official notice of sa le, bid form, and pr eliminary official statement to prospective underwriters
2. Actively solicit bids
3. Respond to bidder and investor inquiries
4. Coordinate publication of sale notices
5. Manage the bid opening process
6. Calculate net interest cost to determine the lowest bidder
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(g) If the City elects to offer its securiti es through a negotiated sale, the Contractor will:
1. Develop an RFP for under writer services, including scope and selection criteria, and assist in the selection process
2. Review the underwriter’s proposed sizing and assumptions
3. Evaluate the underwriter’s market ing plan, order priority, and bond structure, and provide recommendations
4. Conduct a market survey of comparabl e transactions, interest rates, and underwriting fees
5. Review proposed pricing terms, includi ng interest rate scales, spreads, bond types, and coupon structures, and assess their market competitiveness
6. Monitor pricing and u nderwriter performance duri ng the order period and advise the City accordingly
7. Review of the Bond Purchase Contract
8. Confirm refunding savings, if applicable
9. Review final sale results and provide written comments and recommendations
(h) Coordinate the financing team to ensure timely sale and closing, including delivery, printing, and approval of legal documents, bonds, and the final official statement.
(i) Prepare a post-closing analysis summarizing financial results, market conditions, and relevant schedules to support the City’s administration of the transaction.
(j) Assist the City in meeting ongoing discl osure requirements, including working with Disclosure Counsel to draft disclosure statements.
(k) Upon written amendment and for additional compensation, provide other financial advisory services as requested by the Cit y. These may include financial studies, strategic consulting, or other advisory services mutually agreed upon in writing.
Fees shall align with established fee schedule and are not to exceed $85,000 or $425,000 over the five-year contract term.
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EXHIBIT B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (City) And KNN Public Finance, LLC (Consultant)
MUNICIPAL ADVISOR SERVICES
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liabilit y policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.”
2. The most current version of Commercia l Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy sh all be written on an occurrence form and shall provide cove rage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers’ Compensation insurance as required by the Stat e of California and Employer’s Liability Insurance.
4. Professional Liability (E rrors and Omissions) insurance appropriate to Consultant’s profession.
MINIMUM LIMITS OF INSURANCE
The Consultant, or any party the Consultant subcontracts with, sha ll maintain limits of liability of not less than those set forth below . However, insurance limits available to the City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specifi ed herein or the full limit of any insurance proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggr egate applying separately to the work performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
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3. WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits.
4. EMPLOYER’S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event the Consultant purchases an Um brella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the City, its officers, officials, employees, agents, and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
The Consultant shall be responsible for pa yment of any deductibles contained in any insurance policy(ies) required herein and the Consultant sha ll also be responsible for payment of any self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, o fficials, employees, agents, and volunteers are to be covered as additional insureds. Consultant shall es tablish additional insured status for the City under the General Liability policy for all ongoing and completed operations by use of endorsements providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85 or CG 20 10 04 13.
2. The coverage shall contain no specia l limitations on the scope of protection afforded to the City, its officers, offici als, employees, agents, and volunteers. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured.
3. Consultant’s insurance coverage shall be primary insurance with respect to the City, its officers, officials, employees, agen ts, and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees, agents, and volunteers shall be excess of the Consultant’s insu rance and shall not contribute with it. The Consultant shall establish pr imary and non-contributory status on the General Liability policy by use of ISO Form CG 20 01 04 13, or by an executed endorsement that provides primary and non-contributory status as broad as that contained in ISO Form CG 20 01 04
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4. All policies of insurance shall contain, or be endorsed to c ontain, the following provision: the Consultant and its insurer shall waive any right of subrogation against the City, its officers, officials, employees, agents, and volunteers.
5. All policies of insuranc e required herein shall be endor sed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after 30 calendar days written notice by certified mail, return receipt requested, has been given to the City. The Consultant is also re sponsible for providing written notice to the City under the same terms and conditions. Upon issuance by the insurer, broker, or agent, of a notice of cancellation, non-renewal, or reduction in coverage or in limits, the Consultant shall furnish the City with a new certificate and appl icable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for the City, the Consultant shall provide a new certificate, and applicable endorsements, evidencing renewal of such pol icy not less than 15 calendar da ys prior to the expiration date of the expiring policy.
6. Should any of the requir ed policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by any defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits.
7. The fact that insurance is obtained by the Consultant s hall not be deemed to release or diminish the liability of the Cons ultant, including, without limitation, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Consultant, its principals, o fficers, agents, employees, persons under the supervision of the Consultant, vendor s, suppliers, invitees, consultants, sub- consultants, subcontractors, or anyone employed directly or indirectly by any of them.
CLAIMS-MADE POLICIES
If the Professional Liability (Errors and Omissions) insurance policy is written on a claims- made form:
1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by the Consultant.
2. Insurance must be mainta ined and evidence of insurance must be provided for at least five (5) years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five-year discovery period.
3. If coverage is canceled or non-r enewed, and not replaced with another claims- made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by the Consultant, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting require ments must be submitted to the City for review.
5. These requirements shall survive expi ration or termination of the Agreement.
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VERIFICATION OF COVERAGE
the Consultant shall furnis h City with all certificate(s) and applicable endorsements effecting coverage required hereunder. All ce rtificates and applicable endorsements are to be received and approved by the City’s Risk Manager or designee prior to City’s execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of City, the Consultant shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This r equirement shall survive expiration or termination of this Agreement.
SUBCONTRACTORS
If the Consultant subcontracts any or all of the services to be performed under this Agreement, the Consultant shall require, at the discretion of t he City Risk Manager or designee, subcontractor(s) to enter into a separate side agreem ent with the City to provide required indemnification and in surance protection. Any required side agreement(s) and associated insurance docum ents for the subcontractor must be reviewed and preapproved by City Risk Manager or designee. If no side agreement is required, the Consultant shall require and veri fy that subcontractors maintain insurance meeting all the requirements st ated herein and the Cons ultant shall ensure that City, its officers, officials, employees, agents, and volunteers are additional insureds. The subcontractors' certificates and endorsements shall be on file
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EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
MUNICIPAL ADVISOR SERVICES
YES* NO
1 Are you currently in litigation wi th the City of Fresno or any of its agents?
2 Do you represent any firm, or ganization, or person who is in litigation with the City of Fresno?
3 Do you currently represent or perform work for any clients who do business with the City of Fresno?
4 Are you or any of your principals, managers, or professionals, owners or investors in a business which does business with the City of Fresno, or in a business which is in litigation with the City of Fresno?
5 Are you or any of your principals, managers, or professionals, related by blood or marriage to any City of Fresno employee who has any significant role in the subject matter of this service?
6 Do you or any of your subcontra ctors have, or expect to have, any interest, direct or indire ct, in any other contract in connection with this Project?
* If the answer to any question is yes, please explain in full below.
Explanation:
Signature
Date
(Name)
(Company)
(Address)
Additional page(s) attached.
(City, State Zip)
June 4, 2026
Melissa Shick
KNN Public Finance, LLC
2001 Addison Street, Suite 100
Berkeley, CA 94704