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HomeMy WebLinkAboutR-2013-051 Columbia Capital Management Services Agreement RESOLUTION NO. R- 2013 -051 A RESOLUTION APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH COLUMBIA CAPITAL MANAGEMENT, LLC FOR FINANCIAL ADVISOR SERVICES BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: THAT the Riverside Board of Aldermen ("Board") hereby approves the Professional Services Agreement with Columbia Capital Management, LLC, in substantially the form attached hereto, and the Mayor is authorized to execute the Professional Services Agreement; and FURTHER THAT the Mayor, Finance Director and other City officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with the purpose and intent of this Resolution and to execute and deliver for and on behalf of the City all certificates, instruments, agreements and other documents, as may be necessary or convenient to perform all matters herein authorized; and FURTHER THAT this Resolution shall be in full force and effect from and after its passage. PASSED D ))OPTED by the Board of Aldermen of the City of Riverside, Missouri, theAa day o f i .Cr 2013. , , . Jsa.„ ••._ 44,4 ..,__., ..... ayor Kathleen L. Rose ATTEST: . Z•/ ii Robin Lithe!), C ty Clerk 1 RESOLUTION NO. R- 2013 -051 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is entered into as of the k day of -wii , 2013 (the "Effective Date "), by and between Columbia Capital Management, LLC, a Missouri limited liability company (the "Consultant ") and the City of Riverside, Missouri, a Missouri municipal corporation (the "City "). WHEREAS, the City desires to engage the Consultant to provide services to the City regarding financial advisor services as more fully described in Exhibit A, entitled "Project Services" attached hereto and incorporated herein by reference. NOW, THEREFORE, in consideration of the promises and mutual covenants between the parties and for other good and valuable consideration the receipt of which is acknowledged by the parties, they agree as follows. 1. Term of Agreement. This non - exclusive Agreement shall begin as of the Effective Date and shall continue indefinitely until terminated as provided herein. 2. Scope of Services. The Consultant shall provide the Project Services described in Exhibit A. The Consultant will hire, train, supervise, direct the work of, and discharge all personnel engaged by them to perform the Project Services. The Consultant is solely responsible for payment of wages, salaries, fringe benefits and other compensation of, or claimed by, the Consultant's personnel in the performance of the Project Services, including, without limitation, contributions to any employee benefit plans and all payroll taxes. The Consultant will utilize the personal services of its staff to deliver the Project Services. The Consultant may also engage third -party contractors and other parties in connection with its performance of the Project Services, subject to prior approval by the City. 3. Compensation and Invoices. A. The City agrees to compensate the Consultant in accordance with the Compensation Schedule contained in Exhibit B. B. The City will pay all proper invoices within thirty (30) days of receipt. The following establishes the invoice procedure: 1. All invoices shall contain a narrative entry sufficient to describe the work or task performed and, for invoices involving fees computed at an hourly rate, an indication of the person and job classification who performed the work. 2 RESOLUTION NO. R- 2013 -051 2. The Consultant shall not charge the City more than $0.10 per page (for 8 1/2 x 11" paper). If the need for an outside copying job (e.g., Kinko's) arises, Consultant shall only bill the actual cost incurred for photocopying with no markup. 3. All other out -of- pocket expenses will be for actual cost only with no markup (includes meals, hotels, courier, printing of plan sheets, special delivery services, etc.). C. The City shall have the right to withhold payment to Consultant for any work not completed in a satisfactory manner until such time as Consultant modifies such work to the satisfaction of the City. 4. The City's Responsibilities. The City shall give prompt notice to the Consultant of any matters of which the City becomes aware that may affect the Project Services of the Consultant. The City shall cooperate with the Consultant in performing the Project Services by making available at reasonable times and places relevant City documents and pertinent City officers and employees to advise, assist, consult and direct the Consultant. 5. Insurance. A. General Provisions. Consultant shall file (by the Effective Date) with the City evidence of liability insurance that is consistent with the amounts set forth below. B. Limits and Coverage. 1. A policy of insurance for Commercial General Liability Coverage and Automobile Liability Coverage shall be provided in the aggregate amount of not less than $2,000,000 for all claims arising out of a single accident or occurrence and $1,000,000 for any one person in a single accident of occurrence. The City shall be listed as an additional insured. The policy shall not be cancelled, or materially modified so as to be out of compliance with the requirements of this section, or not renewed without thirty (30) days advance written notice of such event being given to the City. 2. The Consultant shall obtain and maintain Workers' Compensation Insurance for a limit of $500,000 for all of their respective employees, and in case any work is sublet, the Consultant shall require any subcontractors to provide Workers' Compensation insurance for all subcontractor's employees, in compliance with Missouri law. The Consultant hereby indemnifies the City for any damage resulting to it from failure of either the Consultant or any contractor or subcontractor to obtain and maintain such insurance. The Consultant shall provide the City with a certificate of insurance indicating Workers' Compensation coverage by the Effective Date. 3. Professional Liability Insurance with a limit of $2,000,000 per occurrence. 3 RESOLUTION NO. R- 2013 -051 6. Termination. The City reserves the right to terminate or suspend this Agreement at any time, with or without cause, by giving ten -thirty (30) days' notice to Consultant in writing. In the event of termination, all finished or unfinished reports, or other material prepared by the Consultant pursuant to this Agreement, shall be provided to the City. Upon termination the City shall pay Consultant for all services rendered and costs incurred up through the termination date for any satisfactory work completed on the project prior to the date of termination or suspension. 7. Relationship of Parties. It is the intent of the parties that the Consultant shall be an independent contractor in its capacity hereunder. Nothing herein shall be construed to create an employer - employee relationship. All services performed pursuant to this Agreement shall be performed by the Consultant as an independent contractor. The Consultant shall not have the power to bind or obligate the City except as set forth in this Agreement or as otherwise approved by the City in writing. 8. Notices. Any notice, approval or other communication between the City and the Consultant pursuant to this Agreement shall be made in writing and shall be deemed to be effective upon receipt or refusal of service and may be given by personal delivery, courier, reliable overnight delivery or deposit in the United States mail, postage prepaid, registered or certified, return receipt requested, to the address specified below or to such other address as may later be designated by written notice of the other party: The City: City of Riverside Attn: City Administrator 2950 NW Vivion Road Riverside, Missouri 64150 Columbia Capital Management, Kelsi Spurgeon LLC: 6330 Lamar Suite 200 Overland Park, Kansas 66202 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of the City and the Consultant. 9. Disputes. In the event of a dispute between the City and the Consultant arising out of or related to this Agreement, the aggrieved party shall notify the other parties of the dispute within a reasonable time after such dispute arises in an effort to resolve the dispute by direct negotiation or 4 RESOLUTION NO. R- 2013 -051 mediation. During the pending of any dispute, the parties shall continue diligently to fulfill their respective obligations hereunder. 10. Waiver. A waiver by any party of any breach of this Agreement by any other party shall only be in writing. Such a waiver shall not affect the waiving party's rights with respect to any other or further breach or the same kind of breach on another occasion. 11. Severability. The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any invalid, illegal or unenforceable provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if it did not contain the particular portion or provision held to be invalid, illegal or unenforceable. The parties further agree to amend this Agreement to replace any stricken provision with a valid, legal and enforceable provision that comes as close as possible to the intent of the stricken provision. The provisions of this Section shall not prevent this entire Agreement from being invalidated should a provision which is of the essence of this Agreement be determined to be invalid, illegal or unenforceable. 12. Entire Agreement; Governing Law. This Agreement constitutes the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and negotiations with respect thereto. This Agreement may be amended only by a written instrument signed by all parties. This Agreement shall be governed by the laws of the State of Missouri. In the event this Agreement is litigated, venue shall be proper only in the Circuit Court of Platte County, Missouri. 13. Counterparts. This Agreement may be executed in separate counterparts. 14. Assignment. Neither the City nor the Consultant shall assign any rights or duties under this Agreement without the prior written consent of the other party, which consent may be granted or withheld in such other party's absolute discretion. Nothing contained in this Section shall prevent the Consultant from engaging independent consultants, associates, and subcontractors to assist in performance of the Project Services subject to prior approval by the City. 5 RESOLUTION NO. R- 2013 -051 15. No Third Party Rights. The provisions of this Agreement shall not be deemed to create any third party benefit hereunder for any member of the public or to authorize any one, not a party hereto, to maintain suit pursuant to the terms of this Agreement. 16. Good Faith Efforts and Cooperation. The parties agree to use good faith efforts in a professional manner in the performance of their services and covenants in this Agreement and to cooperate at all times and coordinate their activities as necessary during the Term of this Agreement to assist in performance of the Project Services and to ensure performance of the Project Services in an efficient and timely manner. 17. Authority. Each party represents to the other parties that it has the power and authority to enter into this Agreement and that the person(s) executing it on its behalf has the power to do so and to bind it to the terms of this Agreement. The Consultant represents that it has taken all action necessary or appropriate to authorize it to execute, deliver and perform this Agreement and to cause it to be binding upon the Consultant. 18. Covenant Against Contingent Fees. The Consultant warrants that the Consultant has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that Consultant has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 19. Ownership of Documents. Payment by City to Consultant as provided herein shall vest in City title to all studies, analyses, reports, models, and other paper, documents, computer files, and material produced by Consultant exclusively for the Project Services performed pursuant to this Agreement up to the time of such payments, and the right to use the same without other or further compensation, provided that any use for another purpose shall be without liability to the Consultant. Upon completion of the Project Services, Consultant shall deliver upon request to City possession of all records pertaining to the Project Services. 6 RESOLUTION NO. R- 2013 -051 20. Compliance with Laws. Consultant shall comply with all federal, state, and local laws, ordinances, and regulations applicable to the Project Services. Consultant shall secure all licenses, permits, etc. from public and private sources necessary for the fulfillment of its obligations under this Agreement. 21. Indemnification and Hold Harmless. Consultant shall indemnify and hold harmless City and its officers, agents, employees, elected or appointed officials, and attorneys, each in their official and individual capacities, from and against judgments, damages, losses, expenses, including reasonable attomeys' fees, to the extent caused by the negligent acts, errors, omissions, or willful misconduct of Consultant, or its employees, or subcontractors, in the performance of Consultant's duties under this Agreement, or any supplements or amendments thereto. 22. Professional Responsibility. Consultant will exercise reasonable skill, care, and diligence in the performance of its services in accordance with customarily accepted professional finance advisor practices. If Consultant fails to meet the foregoing standard, Consultant will perform at its own cost, and without reimbursement from City, the professional services necessary to correct errors and omissions that are caused by Consultant's failure to comply with above standard. 23. Tax Exempt. City and its agencies are exempt from State and local sales taxes. Sites of all transactions derived from this Agreement shall be deemed to have been accomplished within the State of Missouri. 24. Anti - Discrimination Clause. Consultant and its agents, employees, or subcontractors shall not in any way, directly or indirectly, discriminate against any person because of age, race, color, handicap, sex, national origin, or religious creed. IN WITNESS WHEREOF, the Consultant and the City have executed this Agreement as of the Effective Date. 7 RESOLUTION NO. R - 2013 - 051 COLUMBIA CAPITAL CITY OF RIVERSIDE, MISSOURI: MANAGEMENT, LLC: By: e� .l /�Y./ D)!∎ , By: ditACJ, �.ol -A�J Name: KRh■ �t )7\ Name: Kathleen L. Rose Title: Rri(1c',l Title: Mayor Dated: 1- %t -13 Dated: / �o — .4'15 BY: A S A 1 ame: Gregory P. Mills Title: City Administrator Dated: 7 - /S_ /3 8 RESOLUTION NO. R- 2013 -051 WORK AUTHORIZATION AFFIDAVIT PURSUANT TO 285.530, RSMo STATE OF MISSOURI ) ) ss. COUNTY OF ) BEFORE ME, the undersigned authority, personally appeared , who, being duly sworn, states on his oath or affirmation as follows: 1. My name is and I am currently the of (hereinafter "Contractor "), whose business address is , and I am authorized to make this Affidavit. 2. I am of sound mind and capable of making this Affidavit, and am personally acquainted with the facts stated herein. 3. Contractor is enrolled in and participates in a federal work authorization program with respect to the employees working in connection with the provision of financial advisor services. 4. Contractor does not knowingly employ any person who is an unauthorized alien in connection with the contracted services set forth above. Affiant Printed Name Subscribed and sworn to before me this day of , 2013. Notary Public 9 RESOLUTION NO. R- 2013 -051 EXHIBIT A Project Services • Provide independent financial advice and serve solely in the interests of the City. • Provide advice on financing options related to the City's Capital Improvement Plan. • Provide advice with respect to the City's investment options, strategies, and the administration of the investment any bond proceeds. • Evaluate various financing structures and propose financing methods to be considered for accomplishing City's objectives. This will be done in conjunction with the City's staff and legal counsel. • Analyze and report on the advantages and disadvantages of a proposed financing. • Evaluate the projected cash flow from any revenue sources that may constitute security for any obligation incurred. • Work with the City's legal counsel, underwriter, and City staff in recommending size, structure, specific terms and conditions of a debt issue. Present information regarding methods of sale, including publicly offered and privately negotiated options. • Advise the City on areas of industry specific knowledge that affects the financing and marketing of the proposed project's debt. • Assist legal counsel and the City's finance director in preparing the text of an official statement and other necessary documents as required. • Prepare credit profiles and assist City in making presentations to bond insurance companies and/or rating agencies. • Prior to the sale of securities, assist in representing the City at information meetings at various locations if such meetings are necessary and desirable. • Assist in negotiations with bond insurers and/or letter of credit providers. • Manage competitive or negotiated sale processes. • Prepare and deliver presentations designed to facilitate an understanding of public sector financing and its implications to the Mayor and Board of Aldermen. • Provide other financial analysis and services to the City on an as needed basis 10 RESOLUTION NO. R- 2013 -051 Exhibit B Compensation Schedule The City intends to compensate the Consultant on an hourly basis for work performed pursuant to the Agreement, subject to budgeted fonds. The City may, but is not required to, enter into an alternative compensation structure to be negotiated later depending upon the circumstances of work to be performed. Work relating to a debt transaction will be billed as contained below. Classification Hourly Rate: President/Principals $275 Vice Presidents $225 Analysts $180 Administrative $80 Debt transactions: $1,000,000 to $5,000,000 $5,000,000 to over $10,000,000 $10,000,000 General $16,000 plus $0.50 per Obligation $1,000 in bonds same same Bonds Revenue Bonds $17,000 plus $0.90 per $1,000 in bonds same same TIF bonds $27,500 plus $1.00 per $1,000 in bonds same same Leases & $19,500 plus $1.00 per Certificates of same same Participation $1,000 in bonds Using pricing based Using pricing based Using pricing based Temporary Notes upon security listed upon security listed upon security listed above above above Industrial $8,500 $8,500 $8,500 Revenue Bonds Fees related to the administration and investment management of the City's funds will be determined upon mutual agreement of the parties. 11