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HomeMy WebLinkAboutPFM Financial Advisors, LLC - Provide Services related to Financial Planning, Budget and Startegic advice and planning, policy development and services related to debt issuance, as applicable and set forth in Exhibit A to this agreement.PROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADViSORY SERVK,ES THIS PROFESSIONAL SERVICES AGREEMENT, entered into this 1st day of July, 2025, between the City of Yakima, a Washington municipal corporation ("City"), and PFM Financial Advisors LLC, ("Contractor"). WITNESSETH: The parties, in consideration of the terms and conditions herein, do hereby covenant and agree as follows: 1. Statement of Work PFM shall provide, upon request of the City, services related to financial planning, budget and strategic advice and planning, policy development and services related to debt issuance, as applicable and set forth in Exhibit A to this Agreement. In addition, upon the City's request, PFM may, under separate writing, including separate scope and fees, provide services related to Structured Products transactions (e.g. services related to the investment of bond proceeds, including, but not limited to, the design and competitive procurement of structured investments and fixed -income portfolios), and Investor Relations Advisory services (e.g. services related to assisting the City with optimizing its investor outreach efforts, including, but not Limited to, support with investor communications, transaction information evaluation, and maintenance of a database of investors). The City acknowledges and agrees that PFM does not provide legal, tax, or accounting advice in connection with the services. The City is solely responsible for obtaining its own legal, tax, or accounting advice with respect to the services and any related matter. The City acknowledges and agrees that most tasks requested by the City will not require all services provided for in Exhibit A and as such the specific scope of services for such task shall be limited to just those services required to complete the task. Any material changes in or additions to the scope of services described in Exhibit A shall be promptly reflected in a written supplement or amendment to this Agreement, or applicable separate agreement with Client for Structured Products or Investor Relations Advisory services. Upon the request of the City, an affiliate of PFM or a third party referred or otherwise introduced by PFM and/or designated by the City may agree to additional services to be provided under a separate writing, including separate scope and compensation, between the City and such affiliate or third party. 2. Compensation For the services provided under this Agreement, PFM's professional fees shall be paid as provided in Exhibit B to this Agreement and the City shall pay expenses and fees for other services not set forth in Exhibit A as provided below. All fees shall be due to PFM within thirty (30) days of the date of the invoice. a. Reimbursable Expenses In addition to fees for services, PFM will be reimbursed for necessary, reasonable, and out-of- pocket expenses incurred, including, but not limited to, travel, meals, lodging, telephone, mail, and other ordinary or extraordinary costs such as for graphics, printing, document production Page 1 of 12 Rev, 8-16-23 (including as required by a subpoena or other legal document or order), data processing and computer time which are incurred by PFM. Upon request of the City, documentation of such expenses will be provided. b. Other Services Any services which are not included in the scope of services set forth in Exhibit A of this Agreement will be subject to separate, mutually acceptable fee structures, 3. Contract Term This Agreement shall be effective upon the last signature date until December 31, 2028 and may be renewed upon mutual agreement, unless terminated in writing by either party upon thirty (30) days written notice to the other party, 4. Agency Relationship between City and Contractor Contractor shall, at all times, be an independent Contractor and not an agent or representative of City with regard to performance of the Services. Contractor shall not represent that it is, or hold itself out as, an agent or representative of City, In no event shall Contractor be authorized to enter into any agreement or undertaking for, or on, behalf of City. 5. Successors and Assigns a, Neither the City, nor the Contractor, shall assign, transfer, or encumber any rights, duties, or interests accruing from this Contract without the prior written consent of the other, b. The Contractor for itself, and for its heirs, executors, administrators, successors, and assigns, does hereby agree to the full performance of all the covenants herein contained upon the part of the Contractor. 6. Property Rights All records or papers of any sort relating to the City and to the project will at all times be the property of the City and shall be surrendered to the City upon demand. All information concerning the City and said project which is not otherwise a matter of public record or required by law to be made public, is confidential, and the Contractor will not, in whole or part, now or at any time disclose that information without the express written consent of the City. 7. Inspection and Production of Records a. The records relating to the Services shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Contract, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient, safe, and proper facilities, and/or send copies of the requested documents to the City. Contractor's records relating to the Services will be provided to the City upon the City's request. b. Contractor shall promptly furnish the City with such information and records which are related to the Services of this Contract as may be requested by the City_ Until Page 2 of 12 Rev. 8-16-23 the expiration of six (6) years after final payment of the compensation payable under this Contract, or for a longer period if required by law or by the Washington Secretary of State's record retention schedule, Contractor shall retain and provide the City access to (and the City shall have the right to examine, audit and copy) all of Contractor's books, documents, papers and records which are related to the Services performed by Contractor under this Contract, If any litigation, claim, or audit is started before the expiration of the six -year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved, c. All records relating to Contractor's services under this Contract must be made available to the City, and the records relating to the Services are City of Yakima records. They must be produced to third parties, if required pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. All records relating to Contractor's services under this Contract must be retained by Contractor for the minimum period of time required pursuant to the Washington Secretary of State's records retention schedule. d, The terms of this section shall survive any expiration or termination of this Contract. 8. Compliance with Law Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise, including policies adopted by the City, as those laws, ordinances, rules, regulations, and policies now exist or may hereafter be amended or enacted. Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and local government or governmental authority or this project, pay all charges and fees, and give all notices necessary and incidental to the due and lawful execution of the work. 9. Indemnification and Hold Harmless a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or property. The Contractor agrees to release, indemnify, defend, and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, and expenses related to all claims, suits, investigations, and regulatory or other governmental proceedings arising from or in connection with the negligent or intentionally wrongful performance of the Agreement or the acts, failures to act, errors or omissions of the Contractor, or any Contractor's agent or subcontractor, in performance of this Agreement. b. Industrial Insurance Act Waiver. it is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractors indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. Contractor shall require that its subcontractors, and anyone directly or indirectly employed or hired by Contractor, and anyone for whose Page 3 of 12 Rev. 8-16-23 acts Contractor may be liable in connection with its performance of this Agreement, comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The Parties acknowledge that they have mutually negotiated this waiver. c. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, shall be only to the extent of the Contractor's negligence. d. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. e. The terms of this Section shall survive any expiration or termination of this Contract. 1 U. Contractor's Liability Insurance At all times during performance of the Services and this Contract, Contractor shall secure and maintain in effect insurance to protect the City and Contractor from and against any and all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract, Contractor shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public at the time of renewal or amendment. If Contractor carries higher coverage limits than the limits stated below; such higher limits shall be shown on the Certificate of Insurance and Endorsements and the City shall be named as an additional insured on the CGL for such higher limits. Contractor shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work. Failure to provide the City with proof of insurance and/or to maintain such insurance outlined herein shall be a material breach of this agreement and a basis for termination. Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify a deficiency from the insurance documentation provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Contractor's insurance, All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. If at any time during the life of the Contract, or any extension, Contractor fails to maintain the required insurance in full force and effect, all work under the contract shall be discontinued mmediately, Any failure to maintain the required insurance may be sufficient cause for the Page 4 of 12 Rev. 8-16-23 City to terminate the Contract. The following insurance is required: a. Commercial Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance and additional insured endorsements as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence, combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract, The certificate of insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-Vll or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. b. Employer's Liability (Stop Gap) Contractor and all subcontractor(s) shall at all times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable, and shall maintain Employer's Liability insurance with a limit of no Tess than $1,000,000.00, The City shall not be held responsible in any way for claims filed by Contractor or its employees for services performed under the terms of this Contract. Contractor agrees to assume full liability for all claims arising from this Contract including claims resulting from negligent acts of all subcontractor(s). Contractor is responsible to ensure subcontractor(s) have insurance as needed. Failure of subcontractors(s) to comply with insurance requirements does not limit Contractor's liability or responsibility. c. Professional Liability The Contractor shall provide evidence of Professional Liability insurance covering professional errors and omissions. Contractor shall provide the City with a certificate of insurance as proof of professional liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per claim combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. The insurance shall be with an insurance company or companies rated A -VI' or higher in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this contract. If insurance is on a Page 5 of 12 Rev, 8-16-23 claims made form, its retroactive date, and that of all subsequent renewals, shall be no later than the effective date of this Contract. 11. Severability If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Contract are declared severable. 12,Termination Termination for Cause: In the event the Contractor breaches this Contract, the City may terminate the Contract at its sole discretion in such event that it provides the Contractor with written notice of Contractor's breach and the Contractor fails to cure its breach within 30 days of this notice. In the event of the City breaches this Contract, the Contractor may terminate the Contract at its sole discretion in such event that it provides the City with written notice of City's breach and the City fails to cure its breach of the Contract within 60 days of this notice. The following represents a non-exclusive, illustrative list of instances that shall be considered a breach by the Contractor: a, Defaults on an obligation under the Contract, b. Fails to perform any material obligation required under the Contract; c. Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity; d. Allows any final judgment not to be satisfied or a lien not to be disputed after a legally -imposed, 30-day notice; e. Makes an assignment for the benefit of creditors; f. Fails to follow the sales and use tax certification requirements of the State of Washington; g. Incurs a delinquent Washington tax liability; h. Becomes a State or Federally debarred Contractor; i. Is excluded from federal procurement and non -procurement Contracts; j. Fails to maintain and keep in force all required insurance, permits and licenses as provided in the Contract; k, Fails to maintain the confidentiality of the City information that is considered to be Confidential Information, proprietary, or containing Personally Identifiable Information; Contractor performance threatens the health or safety of a City, County or municipal Page 6 of 12 Rev. 8-16-23 employee; or Termination for Convenience: The City may terminate the Contract, without cause, by providing 30 days written notice of termination. In the event of termination for convenience, the Contractor shall be entitled to receive compensation for any fees owed under the Contract, The Contractor shall also be compensated for partially completed services, In this event, compensation for such partially completed services shall be no more than the percentage of completion of the services requested, at the sole discretion of the City, multiplied by the corresponding payment for completion of such services as set forth in the Contract. Alternatively, at the sole discretion of the City, the Contractor may be compensated for the actual service hours provided. The City shall be entitled to a refund for goods or services paid for but not received or implemented, such refund to be paid within 30 days of written notice to the Contractor requesting the refund. Change in Funding, In addition to the above termination provisions, if the funds upon which the City relied to establish this Contract are withdrawn, reduced, or limited, or if additional or modified conditions are placed on such funding, the City may terminate this Contract by providing at least five business days written notice to the Contractor. The termination shall be effective on the date specified in the notice of termination. 13.Dispute Resolution In the event that any dispute shall arise as to the interpretation of this agreement, or in the event of a notice of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot mutually settle such differences, then the parties shall first pursue mediation as a means to resolve the dispute. If the afore mentioned methods are either not successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent in writing, other available means of dispute resolution may be implemented. 14.Substitution The Contractor shall not substitute or deviate from said specifications of this Contract without a written amendment, signed by the City Manager, or pursuant to Section 33 below entitled "Change or Notice". Any violation of this procedure by the Contractor will be considered cause for immediate cancellation of the Contract for cause by the City. 15. information to be Furnished Except as otherwise specifically provided in this Contract, Contractor shall furnish the following, all as the same may be required to perform and provide the services in accordance with the terms of this Contract: personnel, labor, products and supervision; and technical, professional and other services. All such services, products, property and other items furnished or required to be furnished, together with all other obligations performed or required to be performed, by Contractor under this Contract are sometime collectively referred to in this Contract as the "(Services)." Notwithstanding the foregoing, all information, data, reports, and records in the possession of the City or any third party necessary for carrying out any Page 7 of 12. Rev. 8-16-23 services to be performed under this Agreement ("Data") shall be furnished to Contractor, Contractor may rely on the Data in connection with its provision of the services under this Agreement and the provider thereof shall remain solely responsible for the adequacy, accuracy and completeness of such Data. 16.Complementary Provisions All provisions of this Contract are intended to be complementary, and any services required by one and not mentioned in another shall be performed to the same extent as though required by all, Details of the services that are not necessary to carry out the intent of this Contract, but that are not expressly required, shall be performed or furnished by Contractor as part of the services, without any increase in the compensation otherwise payable under this Contract. Delegation of Professional Services The services provided for herein shall be performed by Contractor, and no person other than regular associates or employees of Contractor shall be engaged on such work or services. Contractor shall not (by contract, operation of law or otherwise) delegate or subcontract performance of any services to any other person or entity without the prior written consent of the City. Any such delegation or subcontracting without the City's prior written consent shall be voidable at the City's option. No delegation of subcontracting of performance of any of the services, with or without the City's prior written consent, shall relieve Contractor of its responsibility to perform the services in accordance with this Contract. Contractor shall be fully responsible for the performance, acts and omissions of Contractor's employees, Contractor's subcontractors, and any other person who performs or furnishes any services (collectively, the "Support"). Contractor shall at all times be an independent contractor and not an agent or representative of the City with regard to performance of the services. Contractor shall not represent that it is, nor hold itself out as, an agent or representative of the City. In no event shall Contractor be authorized to enter into any agreement or undertaking for or on behalf of the City. Neither the Contractor nor any employee of the Contractor is entitled to any benefits that the City provides its employees. The Contractor is solely responsible for payment of any statutory workers compensation or employer's liability insurance as required by state law, The Contractor will have an active account with the Department of Revenue, other state agencies as needed, and a separate set of books or records that reflect all items of income and expenses of the business that the Contractor is conducting. Contractor shall perform the services in a timely manner and in accordance with the standards of the profession, At the time of performance, Contractor shall be properly licensed, equipped, organized, and financed to perform the services in accordance with this Contract. Subject to compliance with the requirements of this Contract, Contractor shall perform the services in accordance with its own methods, 17.Taxes and Assessments Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to federal income tax, FICA, social security tax, Page 8 of 12 Rev. 8-16-23 assessments for unemployment and industrial injury insurance„ and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due. The City and its agencies are exempt from payment of all federal excise taxes, but not sales tax (currently at 8.3%). Tax will not be considered in determining which proposal is the lowest or best, however ROW 39,30.040 allows the City to take any sales tax and B&O tax that is will receive from purchasing supplies, materials and equipment within its boundaries into consideration when determining the lowest responsible Proposer. 18.Contractor Tax Delinquency Contractors who have a delinquent Washington tax liability may have their payments offset by the State of Washington. Suspension of Work The City may suspend, in writing by certified mail, all or a portion of the Service under this Agreement if unforeseen circumstances beyond the City's control are interfering with normal progress of the Service. The Contractor may suspend, in writing by certified mail, all or a portion of the Service under this Agreement if unforeseen circumstances beyond Contractor's control are interfering with normal progress of the Service. The Contractor may suspend Service on the Project in the event the City does not pay invoices when due, except where otherwise provided by this Agreement. The time for completion of the Service shall be extended by the number of days the Service is suspended. If the period of suspension exceeds ninety (90) days, the terms of this Agreement are subject to renegotiation, and both parties are granted the option to terminate the Service on the suspended portion of Project in accordance with Section 16. 19. Provision of Services The Contractor shall provide the services set forth herein with all due skill, care, and diligence, in accordance with accepted industry practices, standards and applicable legal requirements, and to the City `s satisfaction; the City's decision in that regard shall be final and conclusive. The City may inspect, observe and examine the performance of the services performed on City premises at any time, The City may inspect, observe and examine the performance of Contractor's services at reasonable times, without notice, at any other premises. a. If the City notifies the Contractor that any part of the services rendered are inadequate or in any way differ from the Contract requirements for any reason, other than as a result of the City's default or negligence, the Contractor shall, at its own expense, reschedule and perform the services correctly within such reasonable time as the City specifies. This remedy shall be in addition to any other remedies available to the City by law or in equity. b. The Contractor shall be solely responsible for controlling the manner and means by which it and its Contracted Personnel or its subcontractors perform the services, and the Contractor shall observe, abide by, and perform all of its obligations in accordance with all legal requirements and City work rules. 20.Notice of Change in Financial Condition Page 9 of 12 Rev, 8-16-23 If, during the Contract Term, the Contractor experiences a change in its financial condition that may affect its ability to perform under the Contract, or experiences a change of ownership or control; the Contractor shall immediately notify the City in writing. Failure to notify the City of such a change in financial condition or change of ownership or control shall be sufficient grounds for Contract termination. 21.Assignment This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Contractor to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of Contractor stated herein. No Conflict of Interest Contractor represents that it or its employees do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Contract. Contractor further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Contract. 22. Promotional) Advertising / News Releases Reference to or use of the City, any of its departments, agencies or other subunits, or any official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the City. Release of broadcast e- mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency 23.Time is of the Essence Timely provision of the services required under this Contract shall be of the essence of the Contract, including the provision of the services within the time agreed or on a date specified herein, 24. Waiver of Breach A waiver by either party hereto of a breach of the other party hereto of any covenant or condition of this Contract shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or condition of this Contract, or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. 25. Integration This Contract represents the entire understanding of the City and Contractor as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein, This Contract may not be modified or altered except in writing signed by both parties. 26. Force Majeure Contractor will not be responsible for delays in delivery due to acts of God, fire, strikes, Page 10 of 12 Rev, 8-16-23 epidemics, pandemics, war, riot, delay in transportation or railcar transport shortages, provided Contractor notifies the City immediately in writing of such pending or actual delay. Normally, in the event or any such delays (acts of God, etc.) the date of delivery will be extended for a period equal to the time lost due to the reason for delay. 27.Governing Law This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 28.Venue The venue for any judicial action to enforce or interpret this Contract shall lie in a court of competent jurisdiction in Yakima County, Washington. 29.Authority The person executing this Contract, on behalf of Contractor, represents and warrants that they have been fully authorized by Contractor to execute this Contract on its behalf and to legally bind Contractor to all the terms, performances and provisions of this Contract. 3O.Change or Notice Any alterations, including changes to the nature of the service, made to the Contract shall be rendered in writing and signed by both responsible parties; no changes without such signed documentation shall be valid. No alterations outside of the general scope and intent of the original Request for Proposals or in excess of allowable and accepted price changes shall be made. In no event shall the Contractor be paid or be entitled to payment for services that are not authorized herein or any properly executed amendment. Notice of Business Changes: Contractor shall notify the City in writing within three (3) business days of any change in ownership of the facilities of the Contractor or of the facilities of any subcontractor. The Contractor shall notify the City in writing as soon as possible, and in no event later than three (3) business days, after any decision by the Contractor to change or discontinue service that will affect services provided to the City under this Contract. The City shall have the right to renegotiate the terms and conditions of this Contract to the extent required to accommodate a change in governing law or policy that, in the sole discretion of the City, either substantially and unreasonably enlarges the Contractor's duties hereunder, or renders performance, enforcement or compliance with the totality of the Contract impossible, patently unreasonable, or unnecessary. Notices and demands under and related to this Contract shall be in writing and sent t the parties at their addresses as follows: TO CITY: Victoria Baker City Manager City of Yakima Page 11 of 12 TO CONTRACTOR: Thomas Toepfer Managing Director PFM Financial Advisors LLC 0 Rev. 8-16-23 129 North 2'"' Street Yakima V11A, 98901 1Ji Spring Street Seattle. WA 98104 31.Registered Municipal Advisor; Required Disclosures PFM is a registered municipal advisor with the Securities and Exchange Commission (the "SEC") and the Municipal Securities Rulemaking Board (the "MSRB"),, pursuant to the Securities Exchange Act of 1934 Rule 15Ba1-2. If the. City has designated PFM as its independent registered municipal advisor ("IRMA") for purposes of SEC Rule 15Ba1- 1(d)(3)(vi) (the "IRMA exemption"), then services provided pursuant to such designation shall be the services described in Exhibit A hereto, subject to any agreed upon limitations. Verification of independence (as is required under the IRMA exemption) shall be the responsibility of such third party seeking to rely on such IRMA exemption. PFM shall have the right to review and approve in advance any representation of PFM's role as IRMA to the City, MSRB Rules require that municipal advisors make written disclosures to their clients of all material conflicts of interest, certain legal or disciplinary events and certain regulatory requirements. Such disclosures are provided in PFM's Disclosure Statement delivered to the City prior to or together with this Agreement. 32.Survival The foregoing sections of this Contract, 1-35 inclusive, shall survive the expiration or termination of this Contract in accordance with their terms. Page 12 of 12 Rev. 8-16-23 IN WITNESS WHEREOF, the parties hereto execute this Contract as of the day and year first above written, CITY OF YAKIMA City Manager CITv CONTRACT NO'. RESOLUTION NO: List of Exhibits attached to this contract Exhibit A — Scope of Services Exhibit B — Compensation for Services Page 13 of 12 CONTRACT— NAM, By: Date: June 26, 2025 Thomas Toepfer a2 IUiJ� Rev. 8-16-23 1, en I. ongoing sere and pot • ,uhject EX MIT A 'OWE OF SERVI o periodic market updates, financial planning. credit ratings, th in Exhibit B, Section I. Upon request of the City. Provide general advice, input, and planning the City. };valuate. the C resources, relative ty be requested from time to time by capital financing plans and needs, and the t.°its="s tinanc proposed Financing, Provide analysis of financing options, identify risks, and advise on the feasibility of financing plans. Periodically review outstanding obligations tor the City farpotenttaf debt consolidation or refinancing opportunities that may benefit to the Cif Advise the City of changes in state or -federal law that may be relevant to the City's future financing plans. If requested, serve as the City's IRMA in connection with the '`yv'tunicipal Advisor Rule," and review proposals/analysis provided by underwriters. hanks, and other third parties, subject to Article III. Attend meetings Upor the City's staff, consultants, and other professionals. d to debt trans to rcatuest ofthe Develop. or review,, a include recommenda bons subject to trans p as set forth in Exhibit F3 tinancinsg transaction: ing plan in concert with the City . a the timing and number of series of bonds to be issued. uld Assist the City by recommending the hest method of sale, either as a negotiated sale. direct (bank) placement ora competitive sale. In a competitive sale or direct placement.. make recommendation as to the determination of the 'best bid, In the event of a negotiated sale. assist in the solicitation, review and evaluation of any investment Nanking proposals. and provide advice and inform atirn necessary to aid in such policy selection. Advise as to the van zincing alternatives available to the Develop alternatives related t,c debt transactit n including available, maturity schedule and cash flt vv rettuir`ements. ion of revenues 1 f appropriate. develop credit rating prescntation(s) and coordinate with the City the presentation(~) to credit rating agencies. f'or a negotiated sale, review underwriter's proposals and provide analysis of same to the City. Assist the City in the procurement of other services relating to debt issuance such as printing, pay in agent. registrar, etc. Identify key bond covenant features and advise as to the financial consequences of provisions to be included in documents regarding security, creation of reserve funds, flow of funds, redemption provisions, additional parity debt tests, etc. Review the terms, conditions and structure of any proposed debt offering undertaken by the City and provide suggestions, modifications and enhancements where appropriate and necessary to reflect the constraints or current .financial policy and fiscal capability. Coordinate with the City's staff and other advisors as respects the furnishing of data for offering documents, it being specifically understood that. PFM is not responsible for the inclusion or omission of a.ny material in offering documents, Review Preliminary Official Statements and final Official Statements prepared on hehalfofthe City for use in marketing any bonds and meeting regulatory requirements. In accordance with federal securities law regulations (Office of Municipal Securities), the City is responsible for the information. included in the offering documents. Subject to Section 15 above, PFM shall have no liability regarding such information's accuracy. As applicable, advise the City on the condition of the bond market at the time of sale, including volume, timing considerations, competing offerings, and general economic considerations. Assist and advise the City in negotiations with investment banking groups regarding fees, pricing of the bonds and final terms of any security offering, and make recommendations regarding a proposed offering to obtain the most favorable financial terms based on existing market conditions. For any competitive sale of bonds or notes, prepare (or assist in the preparation of) the official notice of sale, recommend sale parameters, take steps necessary to ensure broad market exposure of the issue, through the use of newswire services and official statement distribution, and perform, additional steps necessary and customary for competitive bond sales, Arrange for the closing of the transaction including final delivery of the bonds. In addition to the services identified above, PFM may also perform special projects as requested by the City. The scope of such project will be identified prior to undertaking the project. Such projects will he subject to fees based upon hourly rates, as set forth in Exhibit 13. 7.. EX COMPENSATI IBIT B N FOR SER" "I 7ES 1. Hourly Project Fees For generalongoing services prt vrided according to the scope of work in Exhibit A, Section 1, PFM will charge hourly fees as s: Experience Level Managing Director. Director Senior Managing Consultant. Senior Analyst Analyst Associate (Administrative Support) Hourly Rate `ii350 $325 $300 $260 $215 $l95 In the event the City requests that PFM perform a significant special project beyond the scope of work contained in Exhibit A, Section 1, fees will be negotiated in advance of the project generally based upon the aforementioned hourly rates for the indicated levels of experience or their equivalents will apply, No ,such fee will be charged to the City without first entering into a written addendum or memorandum documenting the requested services and expected fee..A_dditionally, in the event a financing is started. but cancelled at the Citv"'s request, accrued time will be billed at hourly rates as described above. 2. Transaction .Fees I"he compensation schedule Section 2, will be billed at cle. debt transactions according to the scope of work in Exhibit A, ws: 75 million Issuance Fee $35,000 $ 35.000 plus $0 80 per $1,000 over $25 million $75.000 plus $0. 45 per $1.000 over $75 million In the event a debt transaction is started, but cancelled at the City's request, PFM would be compensated on an hourly basis, at the hourly rates set forth above, which will in no case exceed 75° of the issuance fee that would have been billed if the transaction had been completed., For advisory services provided in connection with debt issued on a direct -placement basis (i.e., directly to a commercial bank or other institutional lender), PFM will charge a fee equivalent to 65% of the issuance fee based on the schedule shown above. If PFM is requested to advise the City in connection with a loan from a state agency. services would be hject to the hourly rates set forth above. For each contract year fe llr w ing (lac initial contract year (.each, individually, a "Subsequent Contract Year". hourly rates may be adjusted by conmparing, the "All Items Consumer Price index fir- All Urban Consumers (C P' for t1 e CJ'.S. City Average" (the "Index") for the end of month immediately preceding the start rmffthe Subsequent Contract Year and the Index on the date one year prior to that end ofmonth. The greater of zero percent and the percentage change in the index may, at PFM's discretion, be applied to the hourly fee rate and shall be the hourly fee rate for the applicable Subsequent Contract Year, For example, and for avoidance of doubt, for a Subsequent. Contract Year commencing January 1, 2027, the Index in effect on December 31, 2026 will be compared to the Index in effect on December 31, 2025. the percentage change in the Index will then be applied to increase the hourly rate by a similar percentage.