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Stone & Youngberg A1996-125 - A1 AMENDMENT NO. 1 AGREEMENT NO. A96-125 FOR FINANCIAL ADVISORY SERVICES THIS AMENDMENT NO. 1 TO AGREEMENT NO. A96-125, STONE & YOUNGBERG, dated May 14, 2002, is entered into in the State of California by and between the City of Chino Hills, a California general law municipal corporation, hereinafter called "City" and Stone & Youngberg, hereinafter called "Consultant." It is hereby agreed to be amended as follows: Amend Section 9, Termination of Agreement to read as follows: This Agreement will terminate on June 30, 2007. Prior to termination, this Agreement may be renewed annually upon mutual consent of City and Consultant. This Agreement may be terminated with or without cause by either party upon 30 days written notice. In the event of such termination, Consultant shall be compensated for non-disputed fees under the terms of this Agreement up to the date of termination. All other provisions of said Agreement shall remain unchanged and in effect. IN WITNESS WHEREOF, the City Council of the City of Chino Hills has caused this Amendment to the Agreement to be subscribed by its duly authorized officers, in its behalf, and the said party of the second part has signed this Agreement. STONE & YOUNGBERG ( h CITY OF CHINO HILLS BY: il STEPHEN E. HEANEY GWENN NORTON-PERRY MANAGING DIRECTOR MAYOR n ATTEST: ��oCJa_ LINDA D. RUTH CITY CLERK APPROVED AS TO FORM: MARK D. HENSLEY cV CITY ATTORNEY . . AGREEMENT FOR FINANCIAL ADVISORY SERVICES, THIS AGREEMENT, made and entered into this 26th day of November, 1996, between the CITY OF CHINO HILLS, a municipal corporation hereinafter referred to as "City" and Stone & Youngberg hereinafter referred to as "Consultant" . In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows : 1 . SCOPE OF SERVICES. Consultant agrees to perform the services set forth in Exhibit A "SCOPE OF SERVICES" and made a part hereof. Consultant shall submit its work to the City for its review after completing each phase of the project as described in Exhibit A, or when otherwise requested by the City. Consultant shall , at its own cost, make any revisions of its own work as required by the City and re-do, at its own cost, any work which the city finds unsatisfactory due to Consultant ' or subcontractor ' s errors or omissions. Consultant represents and warrants that it has the qualifications, experience and facilities to properly perform said services in a thorough, competent and professional manner and shall, at all times during the term of this Agreement, have in full force and effect, all licenses required of it by law. Consultants shall begin its services under this Agreement on November 27, 1996 . 03 2 . STATUS OF CONSULTANT. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant ' s exclusive direction and control . Neither City nor any of its officers, employees or agents shall have control over the conduct of Consultant or any of Consultant ' s officers, employees or agents, except as set forth in this Agreement . Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant shall not disseminate any information or reports gathered or created pursuant to this Agreement without the prior written approval of City except information or reports required by government agencies to enable Consultant to perform its duties under. this Agreement. 3 . CONSULTANT' S KNOWLEDGE OF APPLICABLE LAWS. Consultant shall keep itself informed of applicable local, state and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Agreement . Consultant shall .2:133389.1 _2_ 04 observe and comply with all such laws and regulations affecting its employees . City and its officers and employees, shall not be liable at law or in equity as a result of any failure of Consultant to comply with this section. 4 . PERSONNEL. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant ' s staff. assigned to perform the services hereunder and shall obtain the approval of the City Manager of all proposed staff members performing services under this Agreement prior to any such performance. 5 . COMPENSATION AND METHOD OF PAYMENT. Compensation to the Consultant shall be as set forth in Exhibit B hereto and made a part hereof. Payments shall be made within thirty (30) days after receipt of each invoice as to all undisputed fees . If the City disputes any of consultant ' s fees it shall give written notice to Consultant within 30 days of receipt of a invoice of any disputed fees set forth on the invoice. 6 . ADDITIONAL SERVICES OF CONSULTANT. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are . ':133389.1 -3- 05 in addition to those set forth herein or listed in Attachment A, unless such additional services are authorized in advance and in writing by the City 'Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City' s written authorization is given to Consultant for the performance of said services . 7 . ASSIGNMENT. All services required hereunder shall be performed by Consultant, its employees or personnel under direct contract with Consultant . Consultant shall not assign to any subcontractor the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without the prior written consent of City Manager. 8 . FACILITIES AND RECORDS. City agrees to provide : suitably equipped and furnished office space, public counter, telephone, and use of copying equipment and necessary office supplies for Consultant ' s on-sJ_te staff , if any Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement . Consultant ,:133389.1 -4- 06 shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services . All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identi- fied and readily accessible . Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement . Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 9 . TERMINATION OF AGREEMENT. This Agreement will terminate on June 30, 2002 . Following termination, this Agreement may be renewed anually upon the mutual consent of thi? City and Consul Pant . This Agreement may be terrrdna t.ed with or without cause by either party upon 30 days written notice . In the event of such termination, Consultant shall be compensated for non-disputed fees under the terms of this Agreement up to the date of termination. ,:133389.1 -5- 07 10 . COOPERATION BY CITY. All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Scope of Services, shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement . 11 . OWNERSHIP OF DOCUMENTS . Upon satisfactory comple- tion of, or in the event of termination, suspension or abandonment of, this Agreement, all original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall, become the sole property of City. With respect to computer files, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing cumpi ' ii,o , transferring and printing computer files . _. _.2 :133389.1 -6- .. _ 08 12 . RELEASE OF INFORMATION/CONFLICTS OF INTEREST. (a) All information gained by Consultant in perfoimance of this Agreement shall be considered confidential and shall not be released by Consultant without City' s prior written authorization excepting that information which is a public record and subject to disclosure pursuant to the California Public Records Act, Government Code § 6250, et seq. Consultant, its officers, employees, agents or subcontrac- tors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court orucr or subpoena If Consultant or any of its officers, employees, consul- tants or subcontractors does voluntarily provide information in violation of this Agreement, City has the right to reim- bursement and indemnity from Consultant for any damages .:133389.1 -'7- 09 caused by Consultant ' s conduct, including the City' s attorney' s fees . Consultant shall promptly notify City should Consultant, its officers , employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admiss- ions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City retains the right, but has no obli- gation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant . However, City' s right to review any such response does not imply or mean the right by City to control , direct , or rewrite said response . (b) Consultant covenants that neither they nor any officer or principal of their firm have any interest in, or shall they acquire any interest, directly or indirectly which will conflict in any manner or degree with the performance of their services hereunder. Consultant further covenants that :133389.1 -8- 1 in the performance of this Agreement, no person having such interest shall be employed by them as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. Consultant further covenants that Consultant has not contracted with nor is performing any services directly or indirectly with any developer (s) and/or property owner (s) and/or firm(s) and/or partnerships owning property in the City or the study area and further covenants and agrees that Consultant and/or its subcontractors shall provide no service. or enter into any agreement or agreements with any developer (s) and/or property owner (s) and/or firm(s) and/or partnerships owning property in the City or the study area prior to the completion of the work under this Agreement without the express written consent of the City Manager. (c) Consultant further covenants that Consultant shall not underwrite or provide distribution services for any debt issue of the City, its assessment districts, community facilities districts , nor any agency ove:! which! the City exercises governing and/or economic control . 13 . DEFAULT. In the event that Consultant is in default of any of the provisions of this Agreement, City shall have no obligation or duty to continue compensating 1:133369.1 -9- Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant . 14 . INDEMNIFICATION. (a) Consultant represents it is skilled in the professional calling necessary to perform the services and duties agreed to hereunder by Consultant, and City relies upon the skills and knowledge of Consultant . Consultant shall perform such services and duties consistent with the standards generally recognized as being employed by professionals performing similar service in the State of California . (b) Consultant is an independent contractor and shall have no authority to bind City nor to create or incur any obligation on behalf of or liability against City, whether by contract or otherwise , unless such authority is expressly conferred under this agreement or is otherwise expressly conferred in writing by City. City, its elected and appointed officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees" ) shall have no liability to Consultant or to any other person : :133389.1 -10- 12 for, and Consultant shall indemnify, defend, protect and hold harmless the Indemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys ' fees and disbursements (collectively "Claims" ) , which the Indemnitees may suffer or incur or to which the Indemnitees may become subject by reason of or arising out of any injury to or death of any person (s) , damage to property, loss of use of property, economic loss or otherwise occurring as a result of or allegedly caused by the performance or failure to perform by Consultant of Consultant ' s services under this agreement or the negligent or willful acts or omissions of Consultant , its agents, officers, directors or employees, in performing any of the services under this agreement . If any action or proceeding is brought against the Indemnitees by reason of any of the matters against which Consultant has a grec.d to incl mnif" the I1idemn1 tees_ as above provided, Consultant, upon notice from the CITY, shall defend the Indemnitees at Consultant ' s expense by counsel acceptable to the City. The Indemnitees need not have first paid any of the matters as to which the Indemnitees are entitled in order to be so indemnified. The insurance required to be :133389.1 -11- 13 maintained by Consultant under paragraph 15 shall ensure Consultant ' s obligations under this paragraph 14 (b) , but the limits of such insurance shall not limit the liability of Consultant hereunder. The provisions of this paragraph 14 (b) shall survive the expiration or earlier termination of this agreement . The Consultant ' s indemnification does not extend to Claims occurring as a result of the City' s negligent or willful acts or omissions . 15 . INSURANCE. A. Insurance Requirements . Consultant shall provide and maintain insurance acceptable to the City Attorney in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arJcc from or in connection with the performance of the work hereunder by Consultant, its agents, representatives or employees . Insurance is to ,be placed with insurers with a current A.M. Best ' s rating of no less than A:VII . Consultant shall provide the following scope and limits of insurance : . :133389.1 -12- 14 (1) Minimum Scope of Insurance . Coverage shall be at least as broad as : (a) Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001) . (b) Insurance Services Office form number CA 0001 (Ed . 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025 , or equivalent forms subject to the written approval of the City. (c) Workers ' Compensation insurance as required by the Labor Code of State of California and Employer ' s Liability insurance and covering all persons providing services on behalf of the Consultant and all risks to such persons under this Agreement . • (d) Errorh and Of] SSiCli:7 insurance appropriate to the Consultant ' s profession . (2) Minimum Limits of Insurance . Consultant shall maintain limits of insurance no less than: .2:133389.1 -13 - 15 (a) General Liability: $1, 000 , 000 per occurrence for bodily injury, personal injury and property damage . If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the activities related to this Agreement or the general aggregate limit shall be twice the required occurrence limit . (b) Automobile Liability: $1 , 000 , 000 per accident for bodily injury and property damage . (c) Workers ' Compensation and Employer' s Liability: Workers ' Compensation as required by the Labor Code of the State of California and Employers Liability limits of $1, 000, 000 per accident . (d) Errors and Omissions Liability: $1, 000, 000 per claim. Coverage for this liability may be provided in the form of self insurance based on the Consultant ' s firm capital . B Other Provisions,. Insurance policies required by this Agreement shall contain the *following provisions : ; :133389.1 -14- 16 (1) All Policies . Each insurance policy required by this paragraph 15 shall be endorsed and state the coverage shall not be suspended, voided, canceled by the insurer or either party to this Agreement, reduced in coverage or in limits except after 30 days ' prior written notice by Certified mail, return receipt requested, has been given to the City. (2) General Liability and Automobile Liability Coverages. (a) City, its officers, officials, and employees and volunteers are to be covered as additional insureds as respects : liability arising out of activities Consultant performs, products and completed operations of Consultant; premises owned, occupied or used by Consultant, or automobiles owned, leased or hired or borrowed by Consultant . The coverage shall contain no special limitations on the scope of protection afforded to City, its oii'.icers , offic: ;;1s , or empioyees . (b) Consultant ' s insurance coverage shall be primary insurance as respect to City, its officers, officials, employees and volunteers . Any insurance or self insurance maintained by City, its officers, officials, :133389.1 -15- 17 employees or volunteers shall apply in excess of, and not contribute with, Consultant ' s insurance . (c) Consultant ' s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer' s liability. (d) Any failure to comply with the reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (3) Workers ' Compensation and Employer' s Liability Coverage . Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, its officers, officials, employees and agents for losses arising from work performed by Consultant for City . C. Other Requirements . Consultant agrees to deposit with City, at or before the effective date of this contract, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been :133389.1 -16- 18 complied with. The City Attorney may require that Consultant furnish City with copies of original endorsements effecting coverage required by this Section . The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf . City reserves the right to inspect complete, certified copies of all required insurance policies, at any time . (1) Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides . (2) Any deductibles or self-insured reten- tions must be declared to and approved by City. At the option of the City', either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of josses < nc; rr-_laLcc7 investigations , claim administration, defense expenses and claims . (3) The procuring of such required policy or policies of insurance shall not be construed to limit Consultant ' s liability hereunder nor to fulfill the 1:133389. 1 -17- .1.9 indemnification provisions and requirements of this Agreement . 16 . EQUAL OPPORTUNITY CLAUSE. Consultant shall not discriminate in its recruiting, hiring, promotion, demotion or termination practices on the basis of race, religious creed, color, national origin, ancestry, sex, age or physical handicap in the performance of this Agreement and shall comply with the provisions of the State Fair Employment Practices Act as set forth in Part 4 . 5 of the Division 2 of the California Labor Code; the Federal Civil Rights Act of 1964 , as set forth in Public Law 88-352 , and all amendments thereto; Executive Order No. 11246 ; and all administrative rules and regulations issued pursuant to such acts and order. 17 . UNAUTHORIZED ALIENS . Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U. S.C.A. & 1101 , et seq . ) , as ameude ; and in cennectioL therewith , sh,,,:] ] not: employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Consultant 2 : 133389. 1 -18- 2 0 hereby agrees to, and shall , reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys ' fees, incurred by the City in connection therewith. 18 . ENTIRE AGREEMENT. This Agreement is the complete, final , entire and exclusive expression of the Agreement between the parties hereto and supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations by any party which are not embodied herein and that no other agreement, statement , or promise not contained in this Agreement shall be valid and binding. 19 . GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to thin /agreement and also govern the interpretation of this Agreement . Any litigation concerning this Agreement shall take place in the San Bernardino County Superior Court . 20 . ASSIGNMENT OR SUBSTITUTION. City has an interest in the qualifications of and capability of the persons and :133389.1 -19- 21 entities who will fulfill the duties and obligations imposed upon Consultant by this Agreement . In recognition of that interest , neither any complete nor partial assignment of this Agreement may be made by Consultant nor changed, substituted for, deleted, or added to without the prior written consent of City. Any attempted assignment or substitution shall be ineffective, null , and void, and constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement . Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement . 21 . MODIFICATION OF AGREEMENT. The terms of this Agreement can only be modified in writing approved by the City Counsel and the Consultant . The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void . 22 . AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of his/her/their corporation and warrants and represents that he/she/they has/have the :133389.1 -20- 22 authority to bind Consultant to the performance of its obligations hereunder. 23 . NOTICES. Notices shall be given pursuant to this Agreement by personal service on the party to be notified, or by written notice upon such party deposited in the custody of the United States Postal Service addressed as follows : City. Attention: City Clerk City of Chino Hills 2001 Grand Avenue Chino Hills, California 91709-4869 Consultant . Attention : Edward C . chiJiin Stone & Youngberg LLC 50 California Street, 35th Floor San Francisco, California 94111 :133389.1 -21- 23 The notices shall be deemed to have been given as of the date of personal service, or three (3) days after the date of deposit of the same in the custody of the United States Postal Service . 24 . SEVERABILITY. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of the other provisions of this Agreement . IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. STONE & YOUNGBEERG By %);ITY1/1 Edward G.' Schillip§ Principal CITOF CHINO HILLS By ))I& . Dyhglas N. 'La Belle City Manager APPROVED AS TO FORM: mark D. Hensley , City Attorney . 133389.1 _22_ 24 EXHIBIT A FINANCIAL ADVISORY SERVICES SCOPE OF SERVICES SERVICES a. The scope of services includes a wide array of financial advisory services, These services include (but are not limited to) providing financial advisory services for a variety of debt issues (both new and refunding issues), providing guidance for financing programs and projects; assisting in developing and maintaining a long- term financial plan for both operating programs as well as capital programs for the City, assisting in developing financial condition factors to evaluate the City's financial condition, providing financial analysis and guidance regarding the feasibility of the City's participation in public -public or public - private partnerships where respective financial interests must be determined, assisting in the development of investment strategies, policies and programs, providing analyses of and recommending alternatives for the impact of state and national legislation, providing financial analyses and guidance regarding the feasibility of the City's implementation of or a continuation in a City service or program, and assisting in gathering and preparation of SEC required continuing disclosure materials. b. The consultant is expected to be available on a continuing, short-notice basis, to provide immediate responses to requests for guidance or answers to questions received from the City Manager or Finance Director. In order to provide these immediate responses, it is expected that the consultant will gain a complete working knowledge of the City's financial structure and condition within six months from the date the contract is awarded for financial advisory services. Due to limited available City Staff time, the consultant's staff will be expected to gather and photocopy materials that the consultant will require in order to gain and maintain the required knowledge about the City's financial structure and condition. c. The scope of services for debt issue financial advisory services include, but are not limited to: sizing bond issue; structuring terms and conditions of the issue; preparing cash flows; preparing preliminary and final official statements; reviewing and commenting on legal documents prepared by bond counsel; submitting documents, conducting negotiations, and attending meetings with rating agencies and bond insurance companies, and assist in preparing dialogue with the rating analyst; preparing documentation of cost benefit analysis of using credit enhancements for the bond issue; advising the City in regards to market movements and the timing of the issuance of the debt; coordinating the plans for l 25 EXHIBIT A (Continued) opening the bids, evaluating the submitted bids, checking the mathematical accuracy of the bids, and making a recommendation as to the award of the bid; preparing a procedure manual for the disposition of proceeds, cash flows, yield restrictions, and SEC disclosure requirements; preparing the financial statement disclosure required by Governmental Accounting Standards Board Statement 7. III. ASSIGNED PRINCIPALS The staff assigned by the consultant to provide the services described above includes the following individuals: Edward G. Schilling, Principal Dawn Vincent, Member If the consultant desires to replace any or all of the above-named staff members with different staff members, these substitute staff members shall have the same professional knowledge, skills, abilities, and demeanor as the above-named staff members. The consultant shall not assign another staff person to substitute for the above-named staff members without the prior approval of the City. The City shall not unreasonably withhold approval for a substitute consultant staff member if the consultant's staff member has the requisite expertise, style and demeanor. - 2 - 26 EXHIBIT B COMPENSATION The annual compensation to be paid to the consultant for the services described in Sections I (a) and I(b) of Exhibit A is based on a retainer fee in the amount of thirty-five thousand dollars ($35,000.00). The annual period for which the retainer is to be paid is a fiscal year which includes a twelve-month period beginning on July 1 of a calendar year and ending on June 30 of the following calendar year. The retainer to be paid to the consultant for the period beginning on the date that this agreement takes effect and ending on June 30, 1997 is twenty thousand dollars and shall be paid to the consultant by January 17, 1997. The annual retainer for the fiscal year beginning on July 1, 1997 and ending on June 30, 1998, and for subsequent fiscal years is thirty-five thousand dollars ($35,000.00). The annual retainer will be paid to the consultant by August 1 of the fiscal year for which the retainer is being paid. II. The compensation to be paid to the consultant for the services described in Section I (c) of Exhibit A is twenty-five thousand dollars ($25,000.00) per debt issue. This compensation is contingent upon the successful sale of the debt issue, The compensation sale is to be paid out of the proceeds of the debt issue and shall be paid upon closing of the debt issue sale. This compensation amount will be for debt issues of par amounts up to and including twenty five-million dollars ($25,000,000.00). The compensation to be paid to the consultant for services described in Section I(c) of Exhibit A for debt issues that of paryamounts exceeding twenty-five million dollars ($25,000,000.00) shall be negotiated between the City and the consultant. If the City and the consultant cannot agree on the compensation for a debt issue that exceeds a par amount of$25,000,000.00, the City shall have the right to secure financial advisory services from another financial advisor for this debt issue. The consultant shall not have the right to any compensation other than the compensation described in I above, for a debt issue for which the consultant does not provide the services described in Section I (c) of Exhibit A. III. The consultant shall be reimbursed for actual travel and other out-of-pocket costs that are incurred in performing the services described in Sections I(a) through (c) of Exhibit A. Such reimbursement shall not exceed five thousand dollars ($5,000.00) annually. The reimbursable costs incurred for providing the services described in Section I(c) of Exhibit A shall be paid out of the debt issue proceeds. The consultant may submit cost reimbursement invoices to the City on a periodic basis during the fiscal year in which the costs were incurred. However, all invoices for cost reimbursements shall be submitted by the consultant by July 31 of the fiscal year immediately following the fiscal year in which 27 EXHIBIT B (Continued) the reimbursable costs were incurred. The consultant shall submit with the reimbursable cost invoices, where practical, all invoices for expenditures incurred for which a reimbursement is being requested. IV. In the event that the City and the consultant mutually agree that in any year that activities and demands upon the consultant for services described in Sections I(a) and (b) of Exhibit A, were insufficient to justify payment of the full thirty-five thousand dollar ($35,000.00) retainer amount, the consultant shall negotiate with the City for a mutually agreed upon reduction of the retainer for the fiscal year. In no event shall the amount of the reduction in the retainer amount exceed fifteen thousand dollars ($15,000.00) for a fiscal year. V. For fiscal years beginning after June 30, 1998, the consultant may request an adjustment of the retainer fee described in Sections I and II above, and an adjustment in the maximum annual reimbursable costs described in Section III above. Any adjustment in retainer fee and/or maximum reimbursable cost amounts shall be mutually agreed upon by the City and the consultant. The consultant shall submit the adjustment request to the City six months prior to the beginning of a fiscal year for which the consultant seeks an adjustment. 2 28 CITY OF CHINO HILLS oily Council: w t Ed M. Graham r" .iryNriz: r W.C. "Bill" Kruger • 2001 GRAND AVENUE iL 'r" 10.0 wt Gary G. Larson CHINO HILLS, CALIFORNIA 91709-4869 Gwenn E. Norton-Perry 4" (909) 364-2600 ® (909) 364-2695 FAX James S. Thalman ..,a �. ti r'r". •Arts', t—C.t^.:, CITY CHINO HILLS INCORoPf ORAt CHINA 1991 May 15, 2002 Mr. Stephen E. Heaney Stone & Youngberg, LLC 50 California Street, 35th Floor San Francisco, CA 94111 Dear Mr. Heaney: RE: Amendment No. 1 to Agreement No. A96-125 At their regular meeting held May 14, 2002, the City Council of the City of Chino Hills authorized execution of Amendment No. 1 to Agreement No. A96-125, extending the term of the Agreement until June 30, 2007. Enclosed for your records is a fully executed copy of Amendment No. 1. Should you have any questions, please contact Stan McCartney, Finance Director, at (909) 364-2642. Very truly yours, CITY OF CHINO HILLS 4 LINDA D. RUTH, CMC DEPUTY CITY MANAGER/CITY CLERK Enclosure cc Stan McCartney, Finance Director, w/encl.