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CITY OF SAN CLEMENTE
PROFESSIONAL SERVICES AGREEMENT
CONSULTING SERVICES –
COMMUNITY FACILITIES DISTRICT BOND ISSUANCE/REFUNDING
THIS AGREEMENT is made and entered into this _____ day of , 2025, by and between the City of San Clemente (“City”) and Koppel & Gruber Public Finance, a California Corporation (“Consultant”).
WHEREAS, the City desires to engage Consultant to furnish Special Tax Consulting Services- Community Facilities District Bond Issuance/Refunding(“Project”) as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein contained, the parties agree as follows:
1. SERVICES AND TERM
The Consultant shall perform Consulting Services. The scopes of services (“Services”) is attached as Exhibit “A” and incorporated herein by this reference.
2. COMPENSATION
Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “B” attached hereto and incorporated herein by reference. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
2.1 Payment of Compensation. Consultant shall submit to the City an itemized statement which indicates work completed and Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement.
The City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon.
2.2 Reimbursement for Expenses. Consultant shall be reimbursed for any expenses as authorized in Exhibit “B”.
2.3 Extra Work. At any time during the term of this Agreement, the City may request that Consultant perform Extra Work. As used herein, “Extra Work” means any work which is determined by the City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City's Representative.
Attachment 4
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3. SUSPENSION OR TERMINATION
3.1 Suspension. The City may, at any time, by thirty (30) days written notice, suspend further performance by Consultant. All suspensions shall extend the time schedule for performance in a mutually satisfactory manner and the Consultant shall be paid for all services performed and reimbursable expenses incurred prior to the suspension date.
3.2 Termination. Either party may terminate this Agreement at any time by giving thirty (30) days’ written notice to the other party of such termination. If this Agreement is terminated as provided herein, Consultant will be paid an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of Consultant covered by this Agreement, less payments of compensation previously made.
4. RESPONSIBILITIES OF CONSULTANT
The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the Services subject to the requirements of this Agreement. The City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of the City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
5. INSURANCE
As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder and without limiting the indemnity provisions of the Agreement, the Consultant in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement, the following policies of insurance.
Coverage Minimum Limits
(a) General Liability
1) Products and completed
operations
2) Contractual liability
3) Personal liability
$1,000,000 Combined Single Limit, per
occurrence and general aggregate
(b) Automobile Liability
1) Comprehensive automobile
liability including owned,
non-owned and hired autos
$1,000,000 Combined Single Limit, each
accident
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Coverage Minimum Limits
(c) Workers’ Compensation
1) Workers’ Compensation
Insurance
2) Employer’s Liability
$1,000,000 (Statutory)
(d) Professional Liability
Insurance
1) Providing coverage on
claims made basis for
errors and omissions
$1,000,000 per claim and annual aggregate
6. DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY The Consultant may rely upon the accuracy of any documents provided to Consultant by the City. The City may copy, use, modify, or reuse any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on a computer data storage devices, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. The City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at the City’s sole risk.
7. GENERAL PROVISIONS
7.1 Accounting Records. Records of the Consultant’s direct labor costs, payroll costs and reimbursable expenses pertaining to the Services covered by this agreement shall be maintained on a generally recognized accounting basis and made available during normal business hours upon reasonable notice. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
7.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of the City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project, and if so disclosed, shall be disclosed on a “need to know” basis and with acknowledgement by the recipient that such materials are to be treated as confidential. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use the City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, Koppel & Gruber Public Finance Page 4 of 5
television or radio production or other similar medium without the prior written consent of the City.
7.3 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
7.4 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.
7.5 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from all claims, damages, losses, and expenses arising out of the performance of the services described herein to the extent caused by the negligent acts, errors, or omission of the Consultant, its officials, officers, employees, agents, subcontractors, and subconsultants, except to the extent caused by the active negligence or willful misconduct of the City or its officials, officers, employees, agents, or volunteers.
7.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
7.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County.
7.8 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
7.9 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
7.10 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.
All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
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7.11 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
7.12 Ratification. In accordance with California Education Code Section 17604, this Agreement is not valid or an enforceable obligation against the District until approved or ratified by motion of the Governing Board duly passed and adopted.
7.13 Waiver. Consultant’s waiver of any term, condition, or covenant, or breach of any term, condition, or covenant, shall not constitute the waiver of any subsequent breach of any other term, condition, or covenant.
7.14 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
7.15 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
7.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this Agreement upon the terms, conditions, and provisions above stated, the day and the year first above written.
City of San Clemente Koppel & Gruber Public Finance
By: By: Scott Koppel
Title: Title: Principal
Address: 910 Calle Negocio
San Clemente, CA 92673
Address: 334 Via Vera Cruz, Suite 256
San Marcos, CA 92078
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EXHIBIT "A"
SCOPES OF SERVICES
A. BOND ISSUANCE/REFUNDING SPECIAL TAX CONSULTING SERVICES K&G Public Finance will perform the following scope of work in relation to Community Facilities District No 2006-1 (Marblehead) Special Tax Refunding Bonds, Series 2025:
1. Create tables for the Preliminary Official Statement (POS) and Official Statement (OS) and Rating Presentation. These tables typically include:
a. Maximum special tax coverage.
b. Effective tax rate table showing the projected tax rate on an average developed parcel in the CFDs.
c. Projected special taxes based on development status at bond sale. d. Sample tax bill.
e. Direct and overlapping debt.
f. Top owners.
g. Value to lien range summaries.
Additional tables may be necessary based on team discussion.
2. Review and comment on the Fiscal Agent Agreement/Trust Indenture, Preliminary Official Statements and Official Statements with respect to information included in the CFD Reports, additional bond issues, foreclosure covenants, disclosure agreements, flow of funds, arbitrage requirements, and escrowed proceeds (if applicable).
3. Review and sign the Special Tax Consultant Certificate certifying the maximum special tax rates are sufficient to meet debt service and coverage requirements in relation to the issuance of bonds.
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EXHIBIT "B"
COMPENSATION
We will provide the Scopes of Services described above for the fees outlined below.
Services Fee
CFD No. 2006-1 (Marblehead)Bond
Issuance/Refunding $33,000.00
The fees above include all work required for the projects including the time required for conference calls, telephone calls and emails.
Expenses
In addition to fees for services, K&G Public Finance shall be reimbursed for direct expenses, including, overlapping debt report, travel, mileage, photocopying, data sources, recording fees, courier services, and overnight delivery. These expenses are billed at our cost and will not exceed $700.00; we do not charge an administrative fee or additional expense mark-up.
Billing
K&G Public Finance will bill at the closing of the bond issue.
Additional Services
If authorized by the City, K&G Public Finance will provide additional services not included in the above scope of services at the hourly rates provided below unless otherwise agreed upon between the City and K&G Public Finance.
Title Rate
Principal $295
Vice President 260
Senior Analyst 230
Analyst 160
Production/Administration 100
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Additional Services
If authorized by the City, K&G Public Finance will provide additional services not included in the above scopes of services at the hourly rates provided below unless otherwise agreed upon between the City and K&G Public Finance.
Title Rate
Principal $295
Vice President 260
Senior Analyst 230
Analyst 160
Production/Administration 100