HomeMy WebLinkAboutAgr 2017-08-14 (Sperry Capital Inc.) MASTER AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement by and between the TOWN OF TIBURON, a municipal corporation
("TOWN") and Sperry Capital Inc., a California Corporation ("CONSULTANT") is entered into
on August 14, 2017. Hereinafter, the TOWN and CONSULTANT may be referred to
individually as "Party" and collectively as "Parties."
WHEREAS, Consultant is a duly qualified consulting firm, experienced in public
financing and infrastructure advisory services;
WHEREAS, in the judgment of the TOWN Council, it is necessary and desirable to
employ the services of the CONSULTANT for assistance and financial advice with regard to
analyzing various financial transactions, policies, and liabilities; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
Parties hereto agree as follows:
1. SCOPE OF SERVICES. CONSULTANT will provide the TOWN with the services
described in Exhibit A — Municipal Advisory Scope of Services ("Services"), which is expressly
made a part of this Agreement.
2. PERFORMANCE STANDARDS.
(A) By executing this Agreement, CONSULTANT represents that it has demonstrated
trustworthiness and possesses the quality, fitness, and capacity to perform the Agreement in a
manner satisfactory to TOWN. CONSULTANT represents that its financial resources, financial
knowledge, bond funding and bond issuance experience, service experience, personnel, current
workload, and experience in dealing with public agencies making CONSULTANT capable of
performing pursuant to this Agreement and that it has a demonstrated capacity to deal fairly and
effectively with and to satisfy the needs of public entities.
(B) CONSULTANT will perform its Services in a skillful manner, comply fully with
all TOWN established criteria, and with all applicable federal, state, and local laws, codes, and
professional standards.
(C) CONSULTANT will staff all Services under this Agreement with personnel
qualified to adequately and professionally perform the Services.
(D) CONSULTANT will not subcontract any portion of these Services without the
TOWN'S prior written consent.
(E) TOWN'S approval of any payment, or conducting of any inspection, reviews,
approvals, oral statements, or any governmental entity's certification, will in no way limit the
CONSULTANT'S obligations under this Agreement or CONSULTANT'S complete
responsibility for all Services hereunder.
3. COMPENSATION.
(A) CONSULTANT must submit a detailed invoice to TOWN which lists the hours
worked and hourly rates for each person, reimbursable costs, the tasks performed, the percentage
of the task completed during the billing period, the cumulative percentage completed for each
task, the total cost of those Services during the preceding billing month.
(B) CONSULTANT shall submit separate invoices for each portion of work or task
order in progress and shall be paid by TOWN within 30 days. Bond transaction advisory fees
shall be paid from bond proceeds upon closing of the bond issue.
(C) TOWN may withhold all or a portion of payment otherwise due in the event that
Services are either improperly performed or not performed. If the TOWN elects to withhold
payment from CONSULTANT, it must notify the CONSULTANT in writing, within ten days of
receiving an invoice, that TOWN is withholding payment, the amount of payment being
withheld, and the reasons for the withholding.
4. FEE SCHEDULE. CONSULTANT will charge for its bond financing services and
other task order services in the amounts and rates outlined in Exhibit A — Municipal Advisory
Scope of Services, which is expressly made a part of this Agreement.
5. KEY PERSONNEL.
(A) CONSULTANT'S key personnel assigned to perform Services under this
Agreement and their level of responsibility are as follows:
(i) James H. Gibbs—Project Manager
(ii) Martha J. Vujovich—Principal Advisor; Co-Project Manager
(iii) Jason G. Wong—Principal Consultant for quantitative analysis
(B) In the event TOWN objects to the continued involvement in the Services by any
of the persons listed in this Section, CONSULTANT agrees that it will replace such persons with
individuals that are approved by TOWN.
(C) CONSULTANT must notify the TOWN in writing if it intends to remove or
change any of the key personnel listed above. The TOWN reserves the right to object to the
offering of any employee of CONSULTANT to complete the Services and may exercise this
right by sending CONSULTANT a notice of objection in writing. After receipt of said notice,
CONSULTANT will not allow the person objected to undertake any of the Services.
6. PROJECT COORDINATION AND SUPERVISION.
(A) James H. Gibbs, Principal will serve as CONSULTANT'S Project Manager and
will be responsible for job performance, negotiations, contractual matters, and coordination with
TOWN'S Project Manager. CONSULTANT may change its Project Manager only with
TOWN'S written consent.
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(B) The Town Manager and his/her designee will serve as TOWN'S Project Manager
and will maintain direct communication with CONSULTANT'S Project Manager and execute
any tasks necessary of the TOWN to facilitate the Services. TOWN may change its Project
Manager at any time with notice to CONSULTANT.
7. FAMILIARITY WITH SERVICES.
(A) By executing this Agreement, CONSULTANT represents that it has:
(i) Carefully investigated and considered the scope of Services to be
performed;
(ii) Carefully considered how the Services should be performed; and
(iii) Understands the issues, difficulties, and restrictions attending performance
of the Services under this Agreement.
8. TERM.
(A) The term of this Agreement will be from August L 2017 to August 1, 2020.
This Agreement will terminate upon the expiration of the term unless the Parties otherwise agree
in writing or pursuant to Section 14.
(B) Except as otherwise separately and expressly provided by the TOWN in writing,
the provisions of this Agreement shall survive any expiration, breach, or termination of this
Agreement, and any completion of the Services.
9. TIME FOR PERFORMANCE.
CONSULTANT will not perform any Services under this Agreement until:
(A) CONSULTANT furnishes proof of insurance as required under Section 21; and
(B) TOWN serves CONSULTANT a written task order in the form outlined in
Exhibit B hereto.
(C) The time of completion for each specific portion of the Services will be outlined
in each task order and will be binding upon the Parties unless they agree to a change in the time
of completion in a writing signed by both Parties.
(D) Should CONSULTANT begin Services in advance of receiving written
authorization to proceed, any such services are provided at CONSULTANT'S own risk and
expense.
10. SCHEDULE OF PERFORMANCE AND EXTENSIONS.
(A) Should the progress of the Services under this Agreement at any time fall behind
schedule for any reason other than excusable delays CONSULTANT shall apply such additional
manpower and resources as necessary to bring progress of the Services under this Agreement
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back on schedule and consistent with the standard of professional skill and care required by this
Agreement. Time is of the essence in the performance of this Agreement.
(B) Should CONSULTANT be delayed by causes beyond CONSULTANT'S control,
TOWN may grant a time extension for the completion of the contracted Services. If delay
occurs, CONSULTANT must notify the TOWN'S designated representative within five days, in
writing, of the cause and the extent of the delay and how such delay interferes with the
Agreement's schedule. The TOWN will extend the completion time, when appropriate, for the
completion of the contracted Services.
11. CHANGES. TOWN may order changes in the Services within the general scope of this
Agreement, consisting of additions, deletions, or other revisions, and the cost and the time of
Services will be adjusted accordingly. All such changes must be authorized in a writing,
executed by CONSULTANT and TOWN. The cost or credit to TOWN resulting from changes
in the Services will be determined in accordance with written agreement between the Parties.
12. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and certificates that
may be required in connection with the performance of Services under this Agreement.
13. WAIVER. TOWN'S review or acceptance of, or payment for, Services or products
prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver
of any rights TOWN may have under this Agreement or of any cause of action arising from
CONSULTANT'S performance. A waiver by TOWN of any breach of any term, covenant, or
condition contained in this Agreement will not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant, or condition contained in this Agreement,
whether of the same or different character.
14. TERMINATION.
(A) Termination for Convenience. TOWN may terminate this Agreement at any time
with or without cause by giving written notice to CONSULTANT. CONSULTANT will be
entitled to recover its costs expended up to the date of termination phis reasonable profit thereon
up to the date of termination, but may recover no other loss, cost, damage, or expense.
(B) Termination for Cause. TOWN may terminate this Agreement in whole or part
for default should CONSULTANT commit a material breach of this Agreement, and such breach
has not been cured within ten calendar days of the date of TOWN'S written notice to
CONSULTANT demanding cure of the default. In the event TOWN terminates this Agreement
for default, CONSULTANT will be liable to TOWN for all costs to cure the deficiencies, and all
losses, costs, expenses, damages, and liability resulting from such breach and termination.
(C) Upon receiving a notice of termination, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the notice of termination.
Except as otherwise provided in the notice of termination, any Services performed by
CONSULTANT after receiving a notice of termination will be performed at CONSULTANT'S
own cost and the TOWN will not be obligated to compensate CONSULTANT for such Services.
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(D) Upon termination, all finished or unfinished documents, data, studies, surveys,
drawings, maps, reports, and other materials prepared by CONSULTANT will become TOWN'S
property and CONSULTANT will deliver any such items in its possession to TOWN within
fifteen days of termination.
(E) Should the Agreement be terminated pursuant to this Section, TOWN may
procure on its own terms, Services similar to those terminated.
15. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps,
models, photographs, and reports prepared by CONSULTANT under this Agreement are
TOWN'S property. CONSULTANT may retain copies of said documents and materials as
desired, but will deliver all original materials to TOWN upon TOWN'S written request for same.
TOWN agrees that use of CONSULTANT'S Services or work product for purposes other than
identified in this Agreement is at TOWN'S own risk.
16. PUBLICATION OF DOCUMENTS. Except as necessary for performance under this
Agreement, CONSULTANT will not release copies, sketches, or graphs of materials prepared
pursuant to this Agreement to any other person or public entity without TOWN'S prior written
approval.
17. INDEMNIFICATION AND LIABILITY.
(A) To the fullest extent permitted by law, CONSULTANT shall defend (with legal
counsel reasonably acceptable to TOWN), indemnify, and hold harmless TOWN and its officers,
agents, departments, officials, representatives, council members, and employees (collectively
"Indemnitees") from and against any and all claims, losses, costs, damages, injuries (including,
without limitation, economic harm, injury to or death of an employee of CONSULTANT or its
subconsultants), expenses, and liabilities of every kind, nature, and description that arise out of
or relate to (including, without limitation, incidental and consequential damages, court costs,
attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in
connection therewith and costs of investigation) that arise from or relate to, directly or indirectly,
in whole or in part, from: (1) CONSULTANT'S performance of Services under this Agreement,
or any part thereof, (2) any negligent act or omission of CONSULTANT, any subconsultant,
anyone directly or indirectly employed by them, or anyone that they control; (3) any actual or
alleged infringement of the patent rights, copyright, trade secret, trade name, trademark, service
mark or any other intellectual or proprietary right of any person or persons in consequence of the
use by TOWN, or any other Indemnitee, of articles or Services to be supplied in the performance
of this Agreement; or (4) any breach of this Agreement (collectively "Liabilities"). Such
obligations to defend, hold harmless, and indemnify any Indemnitee shall not apply to the extent
such Liabilities are caused by the sole negligence or willful misconduct of such Indemnitee, but
shall apply to all other Liabilities.
(B) The foregoing indemnification provisions will not reduce or affect other rights or
obligations which would otherwise exist in favor of the TOWN and other Indemnitees.
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(C) CONSULTANT shall place in its subconsulting agreements and cause its
subconsultants to agree to indemnities and insurance obligations in favor of TOWN and other
Indemnitees in the exact form and substance of those contained in this Agreement.
18. ASSIGNABILITY. This Agreement is not assignable. Any attempt by CONSULTANT
or its subconsultants to assign the benefits or burdens of this Agreement without TOWN'S
written approval are prohibited and will be null and void.
19. INDEPENDENT CONTRACTOR. CONSULTANT shall at all times be deemed an
independent contractor wholly responsible for the manner in which it performs the Services, and
fully liable for the acts and omissions of its employees, subconsultants, and agents. Under no
circumstances shall this Agreement be construed as creating an employment, agency, joint
venture, or partnership relationship between TOWN and CONSULTANT, and no such
relationship shall be implied from performance of this Agreement. Terms in this Agreement
referring to direction from TOWN shall be construed as providing for direction as to policy and
the result of Services only, and not as to means and methods by which such a result is obtained.
CONSULTANT shall pay all taxes (including California sales and use taxes) levied upon this
Agreement, the transaction, or the Services and/or goods delivered pursuant hereto without
additional compensation, regardless of which party has liability for such tax under applicable
law, and any deficiency, interest, or penalty asserted with respect thereto. CONSULTANT shall
pay all other taxes including, but not limited to, any applicable TOWN business tax, not
explicitly assumed in writing by TOWN hereunder. CONSULTANT shall comply with all valid
administrative regulations respecting the assumption of liability for the payment of payroll taxes
and contributions as above described and to provide any necessary information with respect
thereto to proper authorities. CONSULTANT has no authority to bind the TOWN.
20. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all Services and matters covered under this Agreement. Those records include,
without limitation, correspondence, internal memoranda, calculations, books and accounts,
accounting records documenting its services under its Agreement, and invoices, payrolls,
records, and all other data related to matters covered by this Agreement. TOWN and its
designees will have free access at all reasonable times to such records, including the right to
audit, examine, and make copies, excerpts, and transcripts from such records, and to inspect all
program data, documents, proceedings, and activities. If TOWN receives funds from another
governmental entity for the payment in whole or part of the Services, that governmental entity
will have all rights the TOWN has under this Section. CONSULTANT will retain all records
subject to this Section for at least three years after termination or final payment under this
Agreement.
21. INSURANCE.
(A) Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONSULTANT will procure and maintain the following types of
insurance with coverage limits complying, at a minimum, with the limits set forth below:
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Type of Insurance Limits
Commercial general liability: $1,000,000
Professional liability $1,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement
(i) Commercial general liability insurance will meet or exceed the
requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth
above will be a combined single limit per occurrence for bodily injury, personal injury, and
property damage for the policy coverage. Automobile coverage will be written on ISO Business
Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto). Liability policies will be
endorsed to name TOWN, its officials, and employees as "additional insureds'' under said
insurance coverage and to state that such insurance will be deemed "primary" such that any other
insurance that may be carried by TOWN will be excess thereto. Such endorsement must be
reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an
"occurrence," not a "claims made," basis and will not be cancelable or subject to reduction
except upon thirty (30) days prior written notice to TOWN.
(ii) Professional liability coverage will be on an "occurrence basis" if such
coverage is available, or on a "claims made" basis if not available. When coverage is provided
on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of
at least three (3) years after this Agreement expires or is terminated. Such insurance will have
the same coverage and limits as the policy that was in effect during the term of this Agreement,
and will cover CONSULTANT for all claims made by TOWN arising out of any errors or
omissions of CONSULTANT, or its officers, employees or agents during the time this
Agreement was in effect.
(B) CONSULTANT will furnish to TOWN duly authenticated Certificates of
Insurance evidencing maintenance of the insurance required under this Agreement, including
endorsements, and such other evidence of insurance or copies of policies as may be reasonably
required by TOWN from time to time. Insurance must be placed with California-admitted
insurers with (other than workers compensation) a current A.M. Best Company Rating of at least
"A:VII."
(C) Should CONSULTANT, for any reason, fail to obtain and maintain the insurance
required by this Agreement, TOWN may obtain such coverage at CONSULTANT's expense and
deduct the cost of such insurance from payments due to CONSULTANT under this Agreement
or terminate pursuant to Section 14. In the alternative, should CONSULTANT fail to meet any
of the insurance requirements under this Agreement, TOWN may terminate this Agreement
immediately with no penalty.
(D) Should CONSULTANT'S insurance required by this Agreement be cancelled at
any point prior to expiration of the policy, CONSULTANT must notify TOWN within 24 hours
of receipt of notice of cancellation. Furthermore, CONSULTANT must obtain replacement
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coverage that meets all contractual requirements within 10 days of the prior insurer's issuance of
notice of cancellation. CONSULTANT must ensure that there is no lapse in coverage.
(E) The TOWN shall be entitled to any coverage in excess of the minimums required
herein.
22. INCIDENTAL TASKS. CONSULTANT will meet with TOWN monthly, if requested,
to provide the status on the Services, which will include a schedule update and a short narrative
description of progress during the past month for each major task, a description of the Services
remaining, and a description of the Services to be done before the next schedule update.
23. DISPUTE RESOLUTION. If a dispute arises under this Agreement that exceeds
$10,000 then the parties shall, as a precondition to initiating litigation, submit the dispute claim,
demand, or request to non-binding mediation. This provision does not relieve CONSULTANT
of its obligation to timely submit to TOWN a statutory Government Code Claim, in accordance
with Government Code §§ 910 et seq. If a dispute is ongoing, CONSULTANT is required to
continue providing Services during the term of this Agreement, unless the Agreement is
terminated pursuant to the terms of this Agreement.
24. NOTICES. All communications to either party by the other party will be deemed made
when received by such party at its respective name and address as follows:
CONSULTANT: TOWN:
James H. Gibbs<jgibbs@speriycapital.com Greg Chanis
Martha J. Vujovich <mvujovich@sperrycapital.com Town Manager
1505 Tiburon Boulevard
By US Mail "Tiburon, CA 94920
Sperry Capital Inc.
Three Harbor Drive, Suite 101
Sausalito, CA 94965
Any such written communications by mail will be conclusively deemed to have been received by
the addressee three days after deposit thereof in the United States mail, postage prepaid, and
properly addressed as noted above. In all other instances, notices will be deemed given at the
time of actual delivery. Changes may be made in the names or addresses of persons to whom
notices are to be given by giving notice in the manner prescribed in this Section.
25. CONFLICT OF INTEREST.
TOWN and CONSULTANT will comply with the requirements of the TOWN'S Conflict of
Interest Code adopted pursuant to California Government Code §§ 87300 et seq., the Political
Reform Act (California Government Code §§ 81000 et seq.), the regulations promulgated by the
Fair Political Practices Commission (Title 2, §§ 18110 et seq. of the California Code of
Regulations), California Government Code §§ 1090 et seq., and any other ethics laws applicable
to the performance of the Services and/or this Agreement. CONSULTANT may be required to
file with the TOWN Clerk a completed Form 700 before commencing performance of the
Services unless the TOWN Clerk determines that completion of a Form 700 is not required,
pursuant to TOWN'S Conflict of Interest Code. Form 700 forms are available from the TOWN
Clerk.
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CONSULTANT may not perform Services for any other person or entity that, pursuant to any
applicable law or regulation, would result in a conflict of interest or would otherwise be
prohibited with respect to CONSULTANT'S obligations pursuant to this Agreement.
CONSULTANT agrees to cooperate fully with TOWN and to provide any necessary and
appropriate information requested by TOWN or any authorized representative concerning
potential conflicts of interest or prohibitions concerning CONSULTANT'S obligations pursuant
to this Agreement.
CONSULTANT may not employ any TOWN official, officer, or employee in the performance
of the Services, nor may any official, officer, or employee of TOWN have any financial interest
in this Agreement that would violate California Government Code §§ 1090 et seq.
CONSULTANT hereby warrants that it is not now, nor has it been in the previous twelve
months, an employee, agent, appointee, or official of TOWN. If CONSULTANT was an
employee, agent, appointee, or official of TOWN in the previous twelve months,
CONSULTANT warrants that it did not participate in any manner in the forming of this
Agreement. CONSULTANT understands that, if this Agreement is made in violation of
Government Code §§ 1090 et seq., the entire Agreement is void and Consultant will not be
entitled to any compensation for CONSULTANT'S performance of the Services, including
reimbursement of expenses, and Consultant will be required to reimburse TOWN for any sums
paid to Consultant under this Agreement. CONSULTANT understands that, in addition to the
foregoing, penalties for violating Government Code § 1090 may include criminal prosecution
and disqualification from holding public office in the State of California.
Any violation by CONSULTANT of the requirements of this provision will constitute a material
breach of this Agreement, and the TOWN reserves all its rights and remedies at law and equity
concerning any such violations.
26. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor
retained any company or person, other than CONSULTANT'S bona fide employee, to solicit or
secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed
to pay any company or person, other than CONSULTANT'S bona fide employee, any fee,
commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting
from the award or making of this Agreement. Should CONSULTANT breach or violate this
warranty, TOWN may rescind this Agreement without liability.
27. THIRD PARTY BENEFICIARIES. CONSULTANT'S subconsultants shall agree to
be bound to the terms of the Agreement to the extent of their scope of services.. including, but not
limited to, terms regarding indemnity and dispute resolution, and shall agree that TOWN is
deemed an express third party beneficiary of their subconsultant agreement. Nothing in this
Agreement, however, shall operate to confer such or similar rights or benefits on persons or
entities not party to this Agreement.
28. INTERPRETATION. This Agreement, and the Exhibits hereto, were drafted in and
will be construed in accordance with the laws of the State of California. The exclusive venue for
any action involving this Agreement will be in Marin County.
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29. ENTIRE AGREEMENT. This Agreement and all task orders issued under this
Agreement, set forth the entire understanding of the Parties with respect to the subject matter
hereof. There are no other understandings, terms, or other agreements expressed or implied,
oral, or written. To the extent of a conflict between this Agreement and one of the task orders,
the terms of the Agreement shall take precedence. This Agreement will bind and inure to the
benefit of the parties to this Agreement and any subsequent successors and assigns.
30. RULES OF CONSTRUCTION. Each party had the opportunity to independently
review this Agreement with legal counsel. Accordingly, this Agreement will be construed
simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for
or against either party.
31. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed stricken and all
other provisions of this Agreement will remain in full force and effect.
32. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the parties to authorize the undersigned to execute this Agreement and
to engage in the actions described herein. This Agreement may be modified by written
amendment. TOWN'S Manager, or designee, may execute any such amendment on behalf of
TOWN.
33. HEADINGS. The headings of the sections and paragraphs of this Agreement are for
convenience of reference only and will not affect the interpretation of this Agreement.
34. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
35. FACSIMILE OR ELECTRONIC TRANSMISSION OF CONTRACT AND
SIGNATURE. The Parties agree that this Agreement may be transmitted and signed by
facsimile or electronic mail by either/any or both/all Parties, and that such signatures shall have
the same force and effect as original signatures, in accordance with California Government Code
§16.5 and Civil Code § 1633.7.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth
below.
FOR CONSULTANT:
94-3222765
Taxpayer Identification Number
By: /��✓
am s H. Gibbs, Principal
Date: /
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FOR TOWN OF TIBURON:
GREG CHANIS, TOWN MANAGER
By: R4nn/
Town Mall
an er
Date: �/
APPROVED AS TO FORM:
BENJAMIN STOCK, TOWN ATTORNEY
By: a'o�l
Town Attorney
Date: �( ( �( (
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EXHIBIT A
MUNICIPAL ADVISORY SCOPE OF SERVICES
The Town of Tiburon (the "Town") hereby engages Sperry Capital, Inc. ("Sperry") to provide
the services described below. Sperry hereby accepts this engagement and commits to provide
the services necessary to support the planning, preparation and structuring of multiple bond
financings for the Town, either by negotiated or by competitive sale, and provide other municipal
financial advisory services as requested from time to time throughout the term of this
engagement.
A. Advisory Services for Bond Financings
Sperry will act as the Town's financial advisor and Independent Registered Municipal Advisor
for bond financings. The duties will include, but not be limited to, the following:
1. Assistance in assembling the financial team: develop RFPs for bond counsel,
underwriter, issuing and paying agent, trustee, printers, and possible credit enhancement
providers and other services if necessary. Organize the request-for-proposal ("RFP")
process to select an underwriter including selecting the RFP recipients, drafting the RFP,
reviewing proposals, advising on the interview process, and offering criteria for the
selection decision.
2. Identification of tasks, responsibilities, and dates for completing activities leading up to
bond sales or other financings. Organizing the "all hands" transaction organizing meeting
including:
a) Preparation of a term sheet to guide the drafting of the legal documents;
b) Preparation of a draft financing schedule; and
c) Preparation of a draft interested parties list
3. Advice on and recommendation of terms and conditions for bonds or other financings.
4. Assistance in the sizing and structuring of bond financings done on a competitive or
negotiated basis, timing of sale, callability, maturities, reserve funds, capitalized interest,
and other matters that may assist in obtaining the lowest interest cost for the issue.
5. Advice on approach to ratings, assist with rating presentation(s), and preparation of the
presentation.
6. Work with bond/tax counsel in advance of the publication or sale of any securities to
ensure acceptance of the financing structure and the ability of bond counsel to deliver an
unqualified opinion and tax certificate to the Town.
7. Assistance in reviewing documents, including preliminary and final official statements,
legal documents, etc.
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8. Lead the bond pricing process on sale date. Review of underwriter bids (competitive
sale) or pricing scale and assistance with further underwriter negotiations as needed
during the order period.
9. Assist with the preparations for the bond closing
10. Prepare a closing report for the Town Council and staff.
The compensation to Sperry for the aforementioned services pertaining to each bond issuance
during the term of the Agreement for Professional Services shall be as follows and paid from
the cost of issuance fund for each bond issue:
Bond Proceeds Sperry Capital Fees
,Up,to and including $30,000
$15,000,000
Greater than
$15,000,000 and up to $40,000
and including
$3000,000
Greater than
$50,000
$30,000,000 '
B. Other Advisory Services - As Requested and Approved by Separate
'ask Order
Sperry shall provide the Town other financial advisory services or work product as requested
and subject to separate task orders which describe the work to be performed, the schedule for
the work to be completed and a not-to-exceed budget for the work. These tasks will be billed
on an hourly basis with invoices submitted monthly with payment due in 30 days. Any out-of-
pocket expenses incurred, if any, will be reimbursed by the Town, and subject to prior approval.
Advisor may be requested to assist staff in the following areas, including but not limited to:
1. Financing Plans: Analysis of alternatives and preparation of feasibility studies regarding
proposed capital improvement projects or other matters of interest to the Town, taking
into consideration appropriate debt structures, timing, budgeting, credit ratings, tax
laws, and assessment of capital market conditions. Once the Town decides to proceed
with a financing, Sperry will carry out the specified transaction as a bond financing
under the terms set out above.
2. Assist in the formulation of policies including, but not limited to, debt management
policy, investment policy, and reserve policy. Provide recommendations as requested.
3. Perform other advisory tasks as requested by the Town regarding other financial
challenges and matters of interest to the Town.
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For these other advisory services, Sperry will be compensated at the following hourly rates
(subject to a cap) for services under separate task orders:
Jim Gibbs $350 per hour
Martha Vujovich $300 per hour
Analyst $175 per hour
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