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04-0615_FIELDMAN, ROLAPP & ASSOCIATES_Professional Services AgreementPROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADVISOR This agreement has been entered into thisLV day of K-� 2004 by and between the City of San Juan Capistrano, California (the "City") and Fieldman, Rolapp & Associates, (herein, the "Consultant"). WHEREAS, the City desires independent financial advisory services to be performed in connection with funding of water system improvements (herein, the "Project"); and WHEREAS, the City desires to retain the professional and technical services of the Consultant for the purpose of debt issuance, (herein, the "Services"). WHEREAS, the Consultant is well qualified to provide professional financial advice to public entities such as the City; NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and conditions hereinafter set forth, it is agreed as follows: Section 1 Financial Advisory Services. As directed by the City, Consultant will provide services in connection with the funding of water system improvements as such Services are fully described in Exhibit A attached to this Agreement. Consultant is engaged in an expert financial advisory capacity to the City only. It is expressly understood that the Services rendered hereunder are rendered solely to the City of San Juan Capistrano. Consultant does not undertake any responsibility to review disclosure documents on behalf of owners or beneficial owners of bonds or debt which may arise from the Consultant's work hereunder. Section 2 Additional Services. Services performed for the City by Consultant that are not otherwise specifically identified in Exhibit A to this Agreement, shall be additional services. Additional services include, but are not limited to, the following: 2.01 Assisting the City in obtaining enabling legislation or conducting referendum elections. 2.02 Extraordinary services and extensive computer analysis in the structuring or planning of any debt issue or financing program. 2.03 The repeat of any element of a service described in Exhibit A to this Agreement which is made necessary through no fault of Consultant. 2.04 Financial management services, including development of financial policies, capital improvement plans, economic development planning, credit analysis or review and such other services that are not ordinarily considered within the scope of services described in Exhibit A to this Agreement. CITY OF SAN JUAN CAPISTRANOlFIELDMAN, ROLAPP & ASSOCIATES Page 1 SD 0 0 2.05 Services rendered in connection with any undertaking of the City relating to a continuing disclosure agreement entered into in order to comply with Securities and Exchange Commission Rule 15c2-12 or other similar rules. 2.06 Services rendered to the City in connection with calculations or determination of any arbitrage rebate liability to the United States of America arising from investment activities associated with debt issued to fund the Project. Section 3 Compensation 3.01 For Consuhanes performance of Services as described in Section 1 of this Agreement the Consultant's compensation will be as provided in Part 1 of Exhibit B attached to this Agreement, plus Consultant's expenses incurred in rendering such Services. Consultant's expenses may include, but are not limited to travel, telephone/conference calls, postage, courier, database access services, and printing. 3.02 For Consultant's performance of additional services as described in Section 2 of this Agreement, the Consultant's compensation will be as provided in Part 2 of Exhibit B attached to this agreement, plus Consultant's expenses incurred in rendering such services. Consultant's expenses may include, but are not limited to travel, telephone/conference calls, postage, courier, database access services and printing. 3.03 Payment for Consultant's Services rendered pursuant to Section 1 of this Agreement shall be as provided for in Exhibit B to this Agreement, unless specified to the contrary elsewhere in this Agreement. The Consultant may submit monthly invoices for payment for services provided pursuant to Section 2 of this Agreement unless an alternate date or dates have been specifically agreed to in writing. Unless otherwise specified, payment of Consultant's compensation and expenses is due thirty (30) days after submission of Consultant's invoice for services. 3.04 In the event the Services of the Consultant are abandoned prior to completion of Consultant's work, Consultant shall be compensated for Services performed to the point of abandonment as if such Services were an additional service pursuant to Section 2 of this Agreement, subject to a maximum fee of 0. An act of abandonment shall be deemed to have occurred when no action has been taken by the City relative to the services of the Consultant for a period of three (3) months from the date of the initial performance of a service, or there has been a written notification to the Consultant of an abandonment of the Project by the City. 3.05 Consultant fees set forth in this Agreement and Exhibits are guaranteed by Consultant for a period of twelve (12) months from the date of this Agreement. Section 4 Personnel. Consultant has, or will secure, all personnel required to perform the services under this Agreement. Consultant shall make available other qualified personnel of the firm as may be required to complete Consultant's services. The City has CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Page 2 0 0 the right to approve or disapprove any proposed changes in Consultant's staff providing service to the City. The City and Consultant agree that such personnel are employees only of Consultant and shall not be considered to be employees of the City in any way whatsoever. Section 5 Term of Agreement. This Agreement shall continue in full force and effect for a period of twelve (12) months from the date hereof unless terminated by either party by not less than thirty (30) days written notice to the other party except that the Agreement shall continue in full force and effect until completion of Consultant's services or until an abandonment shall have occurred as described in Section 3.04 hereof. This Agreement may be extended from time to time as agreed by the City and the Consultant. Section 6 Modification. This Agreement contains the entire agreement of the parties. It may be amended in whole or in part from time to time by mutual consent of the parties. This shall not prohibit the City and Consultant from entering into separate agreements for other services. Section 7 Assignment. The rights and obligations of the City under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the City. This agreement may not be assigned by the Consultant without the consent of the City except for compensation due Consultant. Section 8 Disclosure. Consultant does not assume the responsibilities of the City, nor the responsibilities of the other professionals and vendors representing the City, in the provision of services and the preparation of the financing documents, including initial and secondary market disclosure, for financings undertaken by the City. Information obtained by Consultant and included in any disclosure documents is, by reason of experience, believed to be accurate; however, such information is not guaranteed by Consultant. Section 9 Confidentiality. The Consultant agrees that all financial, statistical, personal, technical and other data and information designated by the City as confidential shall be protected by the Consultant from unauthorized use or disclosure. Section 10 Indemnification. The City and Consultant shall each indemnify and hold harmless the other from and against any and all losses, claims, damages, expenses, including legal fees for defense, or liabilities, collectively, damages, to which either may be subjected by reason of the other's acts, errors or omissions, except however, neither will CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Page 3 0 0 indemnify the other from or against damages by reason of changed events and conditions beyond the control of either or errors of judgment reasonably made. Section 11 Insurance. 11.01 Consultant shall maintain workers' compensation and employer's liability insurance during the term of this Agreement. 11.02 Consultant, at its own expense, shall obtain and maintain insurance at all times during the prosecution of this contract. Such insurance must be written with a Best Guide "A" -rated or higher insurance carrier admitted to write insurance in the state where the work is located. 11.03 Certificates of insurance naming the City as an additional insured shall be submitted to the City evidencing the required coverages, limits and locations of operations to which the insurance applies, and the policies of insurance shall contain a 30 day notice of cancellation or non -renewal. 11.04 Insurance coverages shall not be less than the following: A. Workers' Compensation 1. State worker's compensation statutory benefits 2. Employer's Liability -policy limits of not less than $1,000,000. B. Comprehensive General Liability coverage with policy limits of not less than $1,000,000 combined single limit for bodily injury and property damage and including coverage for the following: 1. Premises operations 2. Contractual liability 3. Products 4. Completed operation C. Errors and omissions with policy limits of $1,000,000. Section 12 Permits/Licenses. The Consultant shall obtain any permits or licenses, as may be required for it to complete the services required under this Agreement. Section 13 Binding Effect. 13.01 A waiver or indulgence by the City of a breach of any provision of this Agreement by the Consultant shall not operate or be construed as a waiver of any subsequent breach by the Consultant. 13.02 All agreements and covenants contained herein are severable and in the event any of them shall be held to be invalid by any competent court, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained CITY OF SAN JUAN CAPISTRANO/FIEWMAN, ROLAPP & ASSOCIATES Page 4 0 0 herein, and the remaining provisions of this Agreement shall not be affected by such determination and shall remain in full force and effect. This Agreement shall not fail because any part or any clause hereof shall be held indefinite or invalid. 13.03 Each party hereto represents and warrants that this Agreement has been duly authorized and executed by it and constitutes its valid and binding agreement, and that any governmental approvals necessary for the performance of this Agreement have been obtained. 13.04 The validity, interpretation and construction of this Agreement and of each part hereof shall be governed by the laws of the State of California. Venue for any lawsuit concerning this agreement is Orange County, California. IN WITNESS Whereol first above h. CITY F SAN AN By: Date: parties have duly executed this Agreement as of the day and year Fieldman, Rolapp & Associates 2100 Main Street, Suite ��211�0���� � Irvine, CA 92614 , `�LlXrllh. By: d 0 Dat . Surae. 3Su,ae 3�206� Title: Title: �5et4;0'yc-f. '66JLJ+ Approved o at & By: Title: Date: Attest: Date: / I&—%S Q Title: cda CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Page 5 0 0 EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADVISOR BY AND BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND FIELDMAN, ROLAPP & ASSOCIATES Scope of Services A. General Services. The Consultant shall perform all the duties and services specifically set forth herein and shall provide such other services as it deems necessary or advisable, or are reasonable and necessary to accomplish the intent of this Agreement in a manner consistent with the standards and practice of professional financial advisors prevailing at the time such services are rendered to the City. The City may, with the concurrence of Consultant, expand this Agreement to include any additional services not specifically ideritified within the terms of this Agreement. Any additional services may be described in an addendum to this Exhibit A and are subject to fees described in Exhibit B to this Agreement. B. Debt Issuance Services. The Consultant shall assume primary responsibility for assisting the City in coordinating the planning and execution of each debt issue relating to the Project. Insofar as the Consultant is providing Services which are rendered only to the City, the overall coordination of the financing shall be such as to minimize the costs of the transaction coincident with maximizing the City's financing flexibility and capital market access. The Consultant's proposed debt issuance Services may include, but shall not be limited to, the following: • Establish the Financing Objectives • Develop the Financing Schedule • Monitor the Transaction Process • Review the Official Statement, both preliminary and final • Procure and Coordinate Additional Service Providers • Provide Financial Advice to the City Relating to Financing Documents • Compute Sizing and Design Structure of the Debt Issue • Plan and Schedule Rating Agency Presentation and Investor Briefings • Conduct Credit Enhancement Procurement and Evaluation • Conduct Market Analysis and Evaluate Timing of Market Entry • Recommend Award of Debt Issuance • Provide Pre -Closing and Closing Assistance CITY OF SAN JUAN CAPISTRANOXIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 1 0 0 Specifically, Consultant will: 1. Establish the Financing Objectives. At the onset of the financing transaction process for the Project, the Consultant shall review the City's financing needs and in conjunction with the City's management, outline the objectives of the financing transaction to be undertaken and its proposed form. Unless previously determined, Consultant shall recommend the method of sale of debt and outline the steps required to achieve efficient market access. 2. Develop the Financing_ Timetable. The Consultant shall take the lead role in preparing a schedule and detailed description of the interconnected responsibilities of each team member and update this schedule, with refinements, as necessary, as the work progresses. 3. Monitor the Transaction Process. The Consultant shall have primary responsibility for the successful implementation of the financing strategy and timetable that is adopted for each debt issue relating to the Project. The Consultant shall coordinate (and assist, where appropriate) in the preparation of the legal and disclosure documents and shall monitor the progress of all activities leading to the sale of debt. The Consultant shall prepare the timetables and work schedules necessary to achieve this end in a timely, efficient and cost-effective manner and will coordinate and monitor the activities of all parties engaged in the financing transaction. 4. Review the Official Statement. a. SEC, MSRB, and GFOA guidelines encourage full disclosure so that potential investors have sufficient data to analyze each proposed financing. Upon direction of the City, the Consultant shall take the lead in the review of the official statement for each debt issue relating to the Project to insure that the City's official statement is compiled in a manner consistent with industry standards, typically including the following matters: • Legal Authority for the Financing • Security for the Financing • Restrictions on Additional Financings • Purpose and Funds for which the Financing is Being Issued • Governmental System • Financial Management System • Revenue Sources: Historic, Current and Projected • Outstanding Financings • Planned Future Financings • Labor Relations and Retirement Systems • Economic Base • Annual Financial Statements • Legal Opinions Regarding Tax Exemption • Such Other Matters as the Context May Require. CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 2 5. Procure and Coordinate Additional Service Providers. Should the City desire, the Consultant may act as City's representative in procuring the services of financial printers for the official statement and related documents, and for the printing of any securities. In addition, the Consultant may act as the City's representative in procuring the services of trustees, paying agents, fiscal agents, feasibility consultants, redevelopment consultants, or escrow verification agents or other professionals, if the City directs. 6. Provide Financial Advice to the City Relating to Financing Documents. Simultaneous with assisting in the preparation of official statements for each debt issue relating to the Project, the Consultant shall assist the managing underwriters, bond counsel and/or other legal advisors in the drafting of the respective financing resolutions, notices and other legal documents. In this regard, the Consultant shall monitor document preparation for a consistent and accurate presentation of the recommended business terms and financing structure of each debt issue relating to the Project, it being specifically understood however that the Consultant's services shall in no manner be construed as the Consultant engaging in the practice of law. 7. Compute Sizing and Design Structure of Debt Issue. The Consultant shall work with the City's staff to design a financing structure for each debt issue relating to the Project that is consistent with the City's objectives, that coordinates each transaction with outstanding issues and that reflects current conditions in the capital markets. 8. Plan and Schedule Rating Agency Presentation and Investor Briefings. The Consultant shall develop a plan for presenting the financing program to the rating agencies and the investor community. The Consultant shall schedule rating agency visits, if appropriate, to assure the appropriate and most knowledgeable rating agency personnel are available for the presentation and will develop presentation materials and assist the City officials in preparing for the presentations. 9. Conduct Credit Enhancement Evaluation and Procurement. Upon the City's direction, the Consultant will initiate discussions with bond insurers, letter of credit providers and vendors of other forms of credit enhancements to determine the availability of and cost benefit of securing financing credit support. CITY OF SAN JUAN CAPISTRANONIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 3 0 C. 10. Conduct Market Analis and Evaluate Timing of Market Entry. The Consultant shall provide regular summaries of current municipal market conditions, trends in the market and how these may favorably or unfavorably affect the City's proposed financing. a. Competitive Sales. For all types of competitive sale of debt, the Consultant shall undertake such activities as are generally required for sale of securities by competitive bid including, but not limited to the following: • Review and comment on terms of Notice of Sale Inviting Bids • Provide advice on debt sale scheduling • Provide advice on the use of electronic bidding systems • Coordinate bid opening with the City officials • Verify bids received and make recommendations for acceptance • Provide confirmation of issue sizing, based upon actual bids received, where appropriate • Coordinate closing arrangements with the successful bidder(s) b. Negotiated Sales. In the case of a negotiated sale of debt, the Consultant shall perform a thorough evaluation of market conditions preceding the negotiation of the terms of the sale of debt and will assist the City with the negotiation of final issue structure, interest rates, interest cost, reoffering terms and gross underwriting spread and provide a recommendation on acceptance or rejection of the offer to purchase the debt. This assistance and evaluation will focus on the following areas as determinants of interest cost: • Size of financing • Sources and uses of funds • Terms and maturities of the debt issue • Review of the rating in pricing of the debt issue • Investment of debt issue proceeds • Distribution mix among institutional and retail purchasers • Interest rate, reoffering terms and underwriting discount with comparable issues • Redemption provisions 11. Recommend Award of Debt Issuance. Based upon activities outlined in Task 10(a) and 10(b) above, the Consultant will recommend accepting or rejecting offers to purchase the debt issue. If the City elects to award the debt issue, the Consultant will instruct all parties and help facilitate the actions required to formally consummate the award. CITY OF SAN JUAN CAPISTRANONTELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 4 0 0 12. Provide Pre -Closing and Closing Activities. The Consultant shall assist in arranging for the closing of each financing. The Consultant shall assist counsel in assuming responsibility for such arrangements as they are required, including arranging for or monitoring the progress of bond printing, qualification of issues for book -entry status, signing and final delivery of the securities and settlement of the costs of issuance. CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 5 • EXHIBIT B TO FINANCIAL ADVISORY SERVICES AGREEMENT BY AND BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND FIELDMAN, ROLAPP & ASSOCIATES Fees and Expenses Part]: Fee for Services Financial Advisory Services performed pursuant to Section 1 of this Agreement, and as more fully described in the Scope of Services set forth in Exhibit A, will be billed for at the amounts set forth below: Transaction Size $1 to $10,000,000 $10,000,001 to $20,000,000 $20,000,001 to $30,000,000 $30,000,001 and above Fees Nezotiated Sale $27,500 $31,500 $36,500 Competitive Sale $32,500 $36,500 $40,500 to be negotiated Payment of fees earned by Consultant pursuant to this Part 1 shall be contingent on, and payable at the closing of the debt issue(s) undertaken to finance the Project. Part 2: Other Services Unless agreed to otherwise, financial advisory services performed pursuant to Section 2 of this Agreement will be billed at the then current hourly rates. The table below reflects the rates in effect as of the date of execution of this Agreement. Personnel Hourly Rate Executive Officers.......................................................... $295.00 Principals....................................................................... $275.00 Senior Vice President..................................................... $250.00 Vice Presidents............................................................... $225.00 Assistant Vice President ................................................. $195.00 Senior Associate............................................................. $145.00 Associate........................................................................ $120.00 Analyst............................................................................. $80.00 Administrative Assistants ................................................. $65.00 Clerical............................................................................ $35.00 Expenses Expenses will be billed for separately and will cover, among other things, travel, lodging, subsistence, overnight courier, computer, and fax transmission charges. Advances made on CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Exhibit B, Page 1 behalf of the City for costs of preparing, printing or distributing disclosure materials or related matter whether by postal services or electronic means, may also be billed through to the City upon prior authorization. Additionally, a surcharge of 6% of the net fee amount is added to verifiable out-of-pocket costs for recovery of costs such as telephone, postage, document reproduction and the like. Limiting Terms and Conditions The above fee is based on completion of work orders within six months of the City's authorization to proceed, and assumes that the City will provide all necessary information in a timely manner. The fee shown above in Part 1 presumes attendance at up to 8 meetings in the City's offices or such other location within a 25 -mile radius of the City place of business as the City may designate. Preparation for, and attendance at City Council meetings on any basis other than "by appointment" may be charged at our normal hourly rates as shown in Part 2, above. Abandonment If, once commenced, the services of the Consultant are terminated prior to completion of our final report for any reason, we are to be reimbursed for professional services and direct expenses incurred up to the time we receive notification of such termination at the standard hourly rates shown in Part 2, subject to a minimum charge of $0. CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Exhibit B, Page 2 S�CoN 1<,.lzc los �L D REQ CITY CLERK'S DEPARTMENT - ACTION REMINDER TO: Cindy Russell, Administrative Services Director FROM: Mitzi Ortiz, Deputy City Clerk DATE: May 16, 2005 SITUATION: At their meeting on June 15, 2004 the City Council of the City of San Juan Capistrano approved an agreement with Fieldman, Rolapp & Associates to provide Financial Advisory services. ACTION REQUESTED: Said Agreement states services shall be completed by June 15, 2005. Please notify this office if agreement has been extended or completed. ACTION TO,�f %BAEI %ii TAKEN: AGc�® ff t'd,ca �LG( - Ca DATE WHEN NEXT ACTION (S) SHOULD BE TAKEN: SIGNATURE OF OFFICIAL TAKING ACTION: 1"11 DATE SIGNED: LO - ai 1D "*FOR CITY CLERK'S DEPARTMENT USE ONLY' Tickler Date: 05/16/05 Deadline Date: 06/15/05 (600.301fin adv) 0 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 4931053 FAX www.sanjuancapistran(i.org June 30, 2004 Fieldman, Rolapp & Associates 2100 Main Street, Ste 210 Irvine, CA 92614 Dear Sir or Madam: Jwaa igrougqqnq 6TAILISq(q 177( MEMBERS OF THE CITY COUNCIL SAM ALLEVATO DIANE L. BATHGATE WYATT HART JOE SOTO DAVID M. SWERDLIN Enclosed is an executed, original professional services agreement for financial advisor related to independent financial advisory services related to funding of water system improvements for the purpose of debt issuance. , We have received documentation confirming current compliance with the terms of insurance under your agreement with the city. Please keep in mind that should this documentation lapse, all work under this agreement must stop and all payments will be withheld until we receive proper evidence of insurance. You may proceed with work under this agreement in coordination with the Project Manager, Cynthia L. Russell, Administrative Services Director (949) 443-6301. Yours truly, Meg Mo an, CMC City erk ment cc: Cynthia L. Russell, Administrative Services Director San Juan Capistrano: Preserving the Past to Enhance the Future 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAX www.sanjuancapistrano.org June 17, 2004 Feldman, Rolapp & Associates 2100 Main Street, Ste 210 Irvine, CA 92614 Dear Sir or Madam: ���. J A � MEMBERS OF THE CITY COUNCIL /A Iry SAMALLEVATO L� E m(OFVOnAEEO DIANE L. BATHGATE (STI OU WYEA� SRT • • DAVID M. SWERDLIN A Professional Services Agreement for Financial Advisor related to providing independent financial advisory services in connection with funding of water system improvements was approved by the City Council at their meeting of June 15, 2004. It is in the process of being executed and will be issued upon receipt of required documentation related to contract terms under Section 11. Insurance. Insurance evidence may be faxed to (949) 493-1053 — ATTENTION CITY CLERK -- followed by original signed documents. I have enclosed a copy of the agreement terms for your reference in supplying this documentation. If you have questions specific to the contact, please contact the project manager, Cynthia L. Russell, Administrative Services Director (949) 443-6301. Please call Maria Guevara, Administrative Secretary, (949) 443-6310 if you have questions regarding the forms of insurance needed. Thank you, I Meg M ah n, CMC City erk cc: Cynthia L. Russell, Administrative Services Director San Juan Capistrano: Preserving the Past to Enhance the Future • 9 indemnify the other from or against damages by reason of changed events and conditions beyond the control of either or errors of judgment reasonably made. Section 11 Insurance. 11.01 Consultant shall maintain workers' compensation and employer's liability insurance during the term of this Agreement. 11.02 Consultant, at its own expense, shall obtain and maintain insurance at all times during the prosecution of this contract. Such insurance must be written with a Best Guide "A" -rated or higher insurance carrier admitted to write insurance in the state where the work is located. 11.03 Certificates of insurance naming the City as an additional insured shall be submitted to the City evidencing the required coverages, limits and locations of operations to which the insurance applies, and the policies of insurance shall contain a 30 day notice of cancellation or non -renewal. 11.04 Insurance coverages shall not be less than the following: A. Workers' Compensation 1. State worker's compensation statutory benefits 2. Employer's Liability -policy limits of not less than $1,000,000. B. Comprehensive General Liability coverage with policy limits of not less than $1,000,000 combined single limit for bodily injury and property damage and including coverage for the following: 1. Premises operations 2. Coniractual liability 3. Products 4. Completed operation C. Errors and omissions with policy limits of $1,000,000. Section 12 Permits/Licenses. The Consultant shall obtain any permits or licenses, as may be required for it to complete the services required under this Agreement. Section 13 Binding Effect. 13.01 A waiver or indulgence by the City of a breach of any provision of this Agreement by the Consultant shall not operate or be construed as a waiver of any subsequent breach by the Consultant. 13.02 All agreements and covenants contained herein are severable and in the event any of them shall be held to be invalid by any competent court, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Page 4 6/15/2004 1 2b AGENDA ITEM TO: Dave Adams, City Manager FROM: Cindy Russell, Administrative Services Director SUBJECT: Consideration of Agreements for Bond Counsel and Financial Advisor Services for Issuance of Debt Related to the Domestic Water Master Plan (Stradling, Yocca, Carlson and Rauth and Fieldman, Rolapp and Associates) RECOMMENDATION: By motion, Approve the Agreement with Stradling, Yocca, Carlson and Rauth for bond counsel services for the proposed Domestic Water Master Plan Debt Financing - Series 2004; and, 2. Approve the Agreement with Fieldman, Rolapp and Associates for financial advisor services for the proposed Domestic Water Master Plan Debt Financing - Series 2004. SITUATION: Summary and Recommendation: The 1999 Domestic Water Master Plan (DWMP) and the recently approved update to the DWMP include developer fees, property taxes and debt financing as the source of financing for the projects. The DWMP identified user rates as the source of repayment for the debt. The updated DWMP identified the need to issue debt early in FY 2004/05 to net approximately $20 million in bond proceeds to fund two reservoir replacements and construct a new reservoir during the next two fiscal years. On May 18, 2004, the City Council approved an increase in water user rates and service charges over the next five years. A portion of this increase is to support the debt needed to fund the updated DWMP and the necessary bond issues. These rates are effective on July 1, 2004. The City needs to move forward as soon as possible with its debt issue. The Public Works department plans to bring the bid and specification documents for the replacement of the Terminal No. 2 reservoir to the City Council this summer, with award of the construction contract shortly thereafter. In order to award the construction contract, the bonds need to have been issued to proceed. 0 9 Agenda Report June 15, 2004 Paoe 2 In order to facilitate the issuance of debt, the City needs to retain legal or bond counsel and financial advisor services. The costs of these contract services do not vary greatly from firm to firm, therefore adherence to a Request for Proposal (RFP) process is not necessary to produce the most economically feasible result. Additionally, the City would save the cost of staff time associated with a formal RFP process, and staff would be able to move this process along as rapidly as possible. Therefore, staff is recommending two firms that have worked with the City on a number of debt issues including our Open Space bonds, Community Redevelopment Agency bonds, Housing bonds and our previous Certificates of Deposit for the DWMP. Staff recommends the following firms be selected to provide these services: Service Firm Cost Legal Counsel Stradling, Yocca, Carlson and Rauth $70,000 Financial Advisor Fieldman, Rolapp and Associates $45,000 These firms are extremely qualified and familiar with the City allowing staff to move forward with the issuance of the bonds on a time line to meet the requirements of the project time line. Background: As stated previously, the updated DWMP projects that $20 million in net bond proceeds need to be available in early FY 2004/05. The City needs to retain outside contracts for special services such as independent financial advisor, bond counsel, trustee, etc. The first phase (planning phase) of legal counsel and financial advisor would include providing expertise on applicable laws including federal and state tax laws and debt structuring. The second phase (implementation phase) of these services would include supervision and preparation of all documentation necessary for all steps to be taken through the issuance of the debt, including preparation of the Official Statement and rendering a final legal opinion pertaining to the issuance of the debt. The services provided are standard among firms as are the costs. The only variance from one firm to another would be in their expertise, familiarity with certain types of issues and familiarity with the City. In selecting services of this kind, the City would normally implement a RFP process to solicit bids for services and evaluate qualifications. Adherence to this process is not necessary in this case in order to produce the most economically feasible result. To confirm this fact, staff has contacted a few known financial advisors and firms that provide bond counsel services to verbally compare costs and found these costs to be competitive. Additionally, the City would save the cost of staff time associated with a formal RFP process, and move this along as rapidly as possible. 0 Agenda Report June 15, 2004 Page 3 The City and Agency have worked closely with Stradling, Yocca, Carlson and Rauth (SYCR) and Fieldman, Rolapp and Associates in the area of debt financing for overfrfteen years and have been very impressed with their services and expertise. They are very familiar with the City and would provide the most conducive working relationship with staff to move this process forward. Their debt financing projects have included: 1986 $ 6,250,000 Tax Allocation Notes (CRA) (SYCR only) 1990 $ 4,955,000 General Obligation Bond Issuance (CITY) 1991 $ 9,050,000 General Obligation Bond Issuance (CITY) 1991 $ 6,250,000 Tax Allocation Refunding Bonds (CRA) (SYCR only) 1992 $ 6,995,000 General Obligation Bond Issuance (CITY) 1997 $ 1,800,000 Subordinated Taxable Allocation Bonds (Housing) (CRA) 1998 $ 6,315,000 Tax Allocation Refunding Bonds (CRA) 1998 $18,155,000 General Obligation Refunding Bonds (CITY) 2000 $ 8,525,000 Certificates of Participation — Series 2002 (Water) (CITY) 2002 $31,555,000 Revenue Bonds — GRWP (SJBA in conjunction with CVWD) Specifically, Denise Herring and Carol Lew of SYCR have provided their expertise as legal counsel; and, Jim Fabian and Tom Johnsen of Fieldman, Rolapp and Associates have participated in these issues. Additionally, these firms have been available at anytime for information relating to these issues and other financing issues as they arise to provide support to City and Agency staff. COMMISSIONIBOARD REVIEW AND RECOMMENDATIONS: None FINANCIAL CONSIDERATIONS: The cost for legal counsel services, $70,000 and the cost of the independent financial advisor services, $45,000 for a competitive sale have been included in the cost of issuance calculations for determining the sizing of the debt. The size of the bond is estimated at approximately $22 million including the bond reserves. The cost of issuance for this debt is estimated at approximately $630,000 including the cost above, underwriter's discount and bond insurance, if necessary. Payment for all services rendered and expenses incurred in conjunction with the Agreements would be paid along with other costs of issuance from debt proceeds at time of issuance. In the event of abandonment of the project, the City would be required to pay a fee equal to the reasonable value of services rendered from the date of the agreement to the date of abandonment. 0 0 Agenda Report Pape 4 NOTIFICATION: Stradling, Yocca, Carlson and Rauth* Fieldman. Rolapp and Associates* ALTERNATE ACTIONS: 1. Direct staff to obtain additional bids from other qualified firms. 2. Request additional information from staff. RECOMMENDATION: By Motion, June 15, 2004 1. Approve the Agreement with Stradling, Yocca, Carlson and Rauth for bond counsel services for the proposed Domestic Water Master Plan Debt Financing - Series 2004; and, 2. Approve the Agreement with Fieldman, Rolapp and Associates for financial advisor services for the proposed Domestic Water Master Plan Debt Financing - Series 2004. Respectfully Submitted, Cindy Russ Administrative Services Director Attachments: 1. Agreement for Bond Counsel Services with Stradling, YOCca, Carlson & Rauth. 2. Agreement for Financial Advisory Services with Fieldman, Rolapp & Associates. AGREEMENT THIS AGREEMENT is made and entered into this day of June, 2004 by and between the City of San Juan Capistrano, hereinafter referred to as "City," and Stradling, Yocca, Carlson & Rauth, a Professional Corporation hereinafter referred to as "Consultant." WITNESSETH: WHEREAS, City requires professional consulting services for legal matters in connection with the issuance of bonds to fund the acquisition and construction of certain public water improvements described as follows: 2004 Water Revenue Bonds (the "Bonds"); and WHEREAS, City desires to retain Consultant to do the necessary legal work hereinafter outlined, upon the terms and conditions hereinafter set forth, for financing the acquisition and construction of said facilities; and WHEREAS, Consultant represents that it is ready, willing and able to perform said legal work; NOW, THEREFORE, City and Consultant, for the consideration hereinafter named, agree as follows: SECTION 1. GENERAL. The considerations of work on the project shall be governed by the conditions contained herein. In general, the tasks delineated herein are to be performed with minimum direction and assistance from City. All work performed by Consultant, however, shall be subject to review and approval of the City by its City Manager or its designee at all times. SECTION 2. SCOPE OF TASKS BY CONSULTANT. Subject to the terms and conditions of this Agreement, Consultant shall perform the tasks as set forth in Exhibit A, attached and incorporated herein by reference. During performance of the above tasks, Consultant shall have access to existing data in City files, and City shall provide copies of any such data Consultant requests at no cost to Consultant. SECTION 3. TIME OF BEGINNING AND COMPLETION OF SERVICES. The services provided under this Agreement shall begin upon execution of this Agreement by all parties. The services provided under this Agreement shall be completed on or before bonds are closed or the project is abandoned, whichever occurs first. DOCSOC/ 1041676v2/22658-0000 ATTACHMENT1 0 SECTION 4 PAYMENT FOR CONSULTANT'S SERVICES. Consultant contract billings may be submitted on the consultant's forms and, at a minimum, should contain the following: Title of project(s) Purchase order number Total approved purchase order amount Amount paid to date Amount requested Amount remaining on purchase order Breakdown of amounts by project type or account number Three copies of itemized bills, clearly indicating the monthly period for which the billing is made, shall be submitted to: The City of San Juan Capistrano, Attention: Finance Officer, 23400 Paseo Adelanto, San Juan Capistrano, California 92675. Payment shall be made pursuant to Exhibit A attached hereto. SECTION 5. COVENANT AGAINST CONTINGENT FEES. Consultant warrants that Stradling, Yocca, Carlson & Rauth has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, that Stradling, Yocca, Carlson & Rauth has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to annul this Agreement without liability, or, at its sole discretion, to deduct from the Agreement price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. SECTION 6. EXPENSES. Consultant acknowledges City is under no obligation to compensate Consultant for services rendered or expenses accrued under this Agreement in excess of the maximum compensation specified in Section 4. SECTION 7. OWNERSHIP OF DOCUMENTS. All tracings, plans, specifications, maps or other documents prepared or obtained under the terms of this Agreement shall be delivered to, and become the property of City, and basic survey notes and sketches, charts, computations and other data prepared or obtained under this Agreement shall be trade available upon request to City without restriction or limitation on their use. SECTION g. CONFLICT OF INTEREST. The designs, plans, reports, investigation, materials and documents prepared or acquired by Consultant pursuant to this Agreement (including any duplicate copies kept by Consultant) shall not be shown to any other public or private person or entity, except as authorized by City. Consultant shall not disclose to any other public or private person or entity any information regarding the activities of City, except as authorized by City. DOCSOC/1041676v?122658-0000 0 SECTION 9. CONFLICT OF MEREST. LI For the duration of this Agreement, Consultant shall not act as consultant or perform services of any kind for any person or entity in regard to this project without the prior written consent of City. SECTION 10 CHANGES IN SCOPE OF CONSULTANT'S SERVICES. No additional fee shall be paid by City for additional consultant services not included in this Agreement without the written approval of the City prior to undertaking such work. In the event of suspension of project by City, Consultant shall have the right to renegotiate fees if delay is greater than six (6) months. SECTION 11. TERMINATION. City may, without cause, terminate this Agreement at any time prior to completion by Consultant of any of the services required hereunder. Notice of termination of this Agreement shall be given in writing to Consultant, and shall be sufficient to complete when same is deposited in the U.S. mail, first class postage prepaid. In the event this Agreement is terminated by City, Consultant shall be paid the value of services performed by it pursuant to this Agreement prior to the date of termination thereof, such value to be the total to which it shall have become entitled, as determined by the City, less the amount of any payments previously made, but in no event exceeding the maximum contract amount stated in Section 4. SECTION 12. DISPUTES. Unless otherwise specified herein, any dispute over a question of fact arising under this Agreement which cannot be resolved by agreement between the parties may be, by mutual consent of the parties, submitted to a `Board of Arbitration" consisting of three (3) arbitrators having expertise relating to this contract subject matter, one of whom shall be selected by each of the parties, and the third by the two members selected by the patties. Each of the parties shall pay the member selected by it, and the compensation of the third member shall be paid equally by the parties. The parties shall be bound by the decision of the Board of Arbitration. SECTION 13. NO ASSIGNMENTS. Neither any part not all of this Agreement may be assigned or subcontracted, except as otherwise specifically provided herein, or to which City, in its sole discretion, consents to in advance thereof in writing. Any assignment or subcontracting in violation of this provision shall be void. SECTION 14. ENDORSEMENT ON PLANS, ETC. Consultant shall endorse all plans, data and other documentation submitted to City pursuant to this Agreement. DOCSOC/ 104 t 676v2n2658-0000 SECTION 15. MAINTENANCE OF RECORDS. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records and other evidence pertaining to costs incurred and shall make such materials available at their respective offices at all reasonable times during the contract period and for three (3) years from the date of final payment under this Agreement for inspection by City, and copies thereof shall be furnished if requested. SECTION 16. INDEPENDENT CONTRACTOR. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of the City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. All persons employed to provide services under this Agreement shall be employees or contractors of Consultant and shall not be deemed employees of City for any reason or purpose. Consultant shall be responsible for providing worker's compensation insurance coverage for all persons employed to perform services under this Agreement. SECTION 17. INDEMNITY. Consultant maintains as of the date hereof, and shall continue to maintain throughout the term of this Agreement, a policy of professional liability insurance which insures Consultant against claims which it is legally obligated to pay, in a maximum policy amount of no less than $25,000,000. No indemnity is provided by Consultant to City, but rather Consultant agrees to maintain the foregoing insurance throughout the term of Consultant's engagement with respect to the project described herein. SECTION 18. INSURANCE REQUIREMENTS. 1) Comprehensive General Liability. Consultant shall maintain in full force and effect comprehensive general liability coverage, including premises operations, products/completed operations, broad form property damage and blanket contractual liability in the following minimum amounts: $500,000 property damage; $500,000 injury to one person/any one occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. DOCSOC11041676v2122658-0000 0 0 2) CompIghensive Automobile Liability. Consultant shall maintain in full force and effect comprehensive automobile liability coverage, including owned, hired and non -owned vehicles in the following minimum amounts: $500,000 property damage; $500,000 injury to one person/anyone occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. 3) Errors and Omissions Coverage. Consultant shall maintain in full force and effect professional errors and omissions coverage in a minimum amount of $500,000. 4) Worker's Compensation. If Consultant employs employees to perform services under this Agreement, Consultant shall obtain and maintain, during the life of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. These policies shall not terminate, nor shall they be cancelled nor the coverage reduced until after 30 days' written notice is given to the City. Prior to beginning work, Consultant shall provide to City certificates of insurance establishing that the required insurance coverages have been secured by Consultant. Consultant shall provide an endorsement to City establishing that City has been legally added as an additional insured to the insurance policies required under this Agreement. SECTION 19. TIME FOR SUBMITTING PROOF OF INSURANCE. Consultant shall submit proof of insurance requirements under this Agreement to the City Clerk's office prior to beginning any work under this Agreement. Consultant shall not receive any compensation until all insurance provisions have been satisfied. SECTION 20. LICENSES, PERMITS, ETC. Consultant represents and warrants to City that it has all licenses, permits, qualifications and approvals of whatever nature that are legally required to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, pennit or approval which is legally required for Consultant to practice its profession. SECTION 21CONSULTANT NOT AN AGENT. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement, to bind City to any obligation. DOCSOC/ 1041676Y2/22658-0000 7 SECTION 22. PERSONNEL. Consultant agrees to assign the following person/persons to perform the tasks set forth in the Agreement: Denise E. Hering and Carol L. Lew. Consultant shall not unilaterally alter the assignment of the above personnel without the authorization of the City. City shall have the unrestricted right to order the removal of any person/persons assigned by Consultant by giving oral or written notice to Consultant to such effect. SECTION 23 NON -DISCLOSURE REOUIREMENTS/CONFLICTS OF INTEREST. Pursuant to Council policy, it has been determined that the services to be rendered under the provisions of this Agreement are excluded by the requirement of filing a Financial Disclosure Statement by California Administrative Code Section 18700(2XA) and (B). Consultant certifies that to the best of its knowledge, no City or City employee or office of any public agency interest in this Agreement has any pecuniary interest in the business of Consultant and that no person associated with Consultant has any interest that would conflict in any manner or degree with the performance of this Agreement. Consultant represents that, other than representation by Consultant from time to time of underwriting firms which may purchase the Bonds, it presently has no interest and shall not acquire any interest, direct or indirect, which could conflict in any manner or degree with the faithful performance of this Agreement. Consultant is familiar with the provisions of Government Code Section 87100 and following, and it certifies that it does not know of any fact which constitute a violation of said provisions. Consultant will advise the City if a conflict arise. DOCSOC/1 oat 676v2122658-0000 • C, IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first hereinabove written. CITY OF SAN JUAN CAPISTRANO STRADLING, YOCCA, CARLSON & RAUTH, A PROFESSIONAL CORPO TION, CONSULTANT t B ATTEST: APP OVER S TO FORM: City A mey DOCSOG 1041676v2122658-0000 0 0 EXHIBIT A SCOPE OF WORK SERVICES The City retains Consultant to provide, and Consultant agrees to provide, legal services in connection with the City's issuance of bonds (hereinafter referred to as the "Bon(W) to finance certain water and sewer projects. Such services will be divided into two phases: (a) development of a financing plan; and (b) implementation of the financing plan. In the first phase -- the planning stage -- we would expect: (i) to research applicable laws including federal and state tax laws, securities laws and other laws that may be applicable to the financing structure currently proposed; (ii) to attend conferences and consult with the City/City staff (including the City Finance Director and counsel) regarding such laws, to participate with any financial advisors, underwriters, developers, lenders and other experts retained by the City in structuring the financing; and (iii) to consult with other firms active in the bond practice when necessary to ensure that any novel approaches being considered would be generally accepted in the bond community. In the second phase -- the implementation stage -- we would expect: (i) to supervise and prepare documentation of all steps to be taken through the issuance of the Bonds including: a. drafting all resolutions of the City and all other basic documents relating to the security of the Bonds, in consultation with the City, its counsel and financial advisors, underwriters and other experts; b. preparing the record of proceedings for the authorization, sale and issuance of the Bonds; C. preparing documents relating to the financing, including the indenture and related resolutions; d. preparing the official statement or placement memorandum for the Bonds; e. reviewing the Bond purchase contracts or the bidding documents and participating in the related negotiations; f. attending information meetings and other conferences scheduled by the City, the financial advisors or the underwriters; A-1 DOC SOC/1041676vL22658-0000 0 0 g. consulting with counsel to the City concerning any legislation or litigation during the course of the financing; h. consulting with the trustee and counsel to the trustee; i. preparing the form of the Bonds, and supervising their production or printing, signing, authentication and delivery; and j. rendering any necessary collateral legal opinions as to the inapplicability of the registration requirements of federal securities laws and other matters related to the issuance of the Bonds and City authority with respect to the financing generally. (ii) to render a final legal opinion pertaining to the issuance of the Bonds to the effect that: a. the Bonds have been properly authorized and issued and are valid and binding obligations; b. the essential sources of security for the Bonds have been legally provided; and C. all interest on the Bonds is excludable from gross income for federal income tax purposes and exempt from California personal income taxation, as applicable. 2. INDIVIDUAL RESPONSIBLE FOR PROVIDING SERVICES The City agrees to accept and Consultant agrees to provide the aforementioned services through Denise E. Hering and Carol L. Lew. Should the above attorneys be unable to provide such services due to death, disability, or similar event, Consultant reserves the right to substitute, with City's consent, another of its attorneys to provide such services, and such substitution shall not alter or affect in any way Consultant's other obligations under this agreement. A-2 DOCSOCJ1041676v2r12658-0000 3. BOND FEE Basic Bond Counsel Fee: The fee for the services described in this Agreement shall be based upon the total principal amount of Bonds authorized and sold and will be computed in accordance with the following schedule: PrinciRal Amount of Bonds $1,000,000 or less $1,000,001 to $5,000,000 $5,000,001 to $15,000,000 $15,000,001 or more Ree $15,000 $25,000 plus 1/4 of 1% of the excess over $1,000,000 $38,000 $45,000 Additionally, for the service of preparing the Official Statement for the Bonds, the City agrees to pay Bond Counsel for each issue of Bonds a fee of $25,000. Except as provided in Section 4 below, Consultant fees are to be billed upon the issuance of the Bonds and will be payable from Bond proceeds. Out -of -Pocket Expenses: In addition to the Basic Fee, Bond Counsel shall be reimbursed for out-of-pocket expenses incurred pursuant to this Agreement and hourly fees incurred pursuant to Section 4 of the Agreement. Payment of the Basic Bond Counsel Fee and Out -of -Pocket Expenses is entirely contingent upon the successful sale of the Bonds, and payment thereof is to be made from the proceeds of the Bonds. 4. FOLLOW-UP SERVICES Bond counsel agrees to provide without additional cost normal follow-up consultation and related services following the sale of the Bonds. Should the City require Consultant to provide extraordinary services after the sale of the Bonds, such services shall be provided at an additional fee to be agreed upon at a later date. A-3 DOCS OC11041676V V22658-0000 0 0 PROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADVISOR This agreement has been entered into this day of 2004 by and between the City of San Juan Capistrano, California (the "City") and Fieldman, Rolapp & Associates, (herein, the "Consultant"). WHEREAS, the City desires independent financial advisory services to be performed in connection with funding of water system improvements (herein, the "Project"); and WHEREAS, the City desires to retain the professional and technical services of the Consultant for the purpose of debt issuance, (herein, the "Services"). WHEREAS, the Consultant is well qualified to provide professional financial advice to public entities such as the City; NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and conditions hereinafter set forth, it is agreed as follows: Section 1 Financial Advisory Services. As directed by the City, Consultant will provide services in connection with the funding of water system improvements as such Services are fully described in Exhibit A attached to this Agreement. Consultant is engaged in an expert financial advisory capacity to the City only. It is expressly understood that the Services rendered hereunder are rendered solely to the City of San Juan Capistrano. Consultant does not undertake any responsibility to review disclosure documents on behalf of owners or beneficial owners of bonds or debt which may arise from the Consultant's work hereunder. Section 2 Additional Services. Services performed for the City by Consultant that are not otherwise specifically identified in Exhibit A to this Agreement, shall be additional services. Additional services include, but are not limited to, the following: 2.01 Assisting the City in obtaining enabling legislation or conducting referendum elections. 2.02 Extraordinary services and extensive computer analysis in the structuring or planning of any debt issue or financing program. 2.03 The repeat of any element of a service described in Exhibit A to this Agreement which is made necessary through no fault of Consultant. 2.04 Financial management services, including development of financial policies, capital improvement plans, economic development planning, credit analysis or review and such other services that are not ordinarily considered within the scope of services described in Exhibit A to this Agreement. CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Page I ATTACHMENT 2 0 2.05 Services rendered in connection with any undertaking of the City relating to a continuing disclosure agreement entered into in order to comply with Securities and Exchange Commission Rule 15c2-12 or other similar rules. 2.06 Services rendered to the City in connection with calculations or determination of any arbitrage rebate liability to the United States of America arising from investment activities associated with debt issued to fund the Project. Section 3 Compensation 3.01 For Consultant's performance of Services as described in Section 1 of this Agreement the Consultant's compensation will be as provided in Part 1 of Exhibit B attached to this Agreement, plus Consultant's expenses incurred in rendering such Services. Consultant's expenses may include, but are not limited to travel, telephonelconference calls, postage, courier, database access services, and printing. 3.02 For Consultant's performance of additional services as described in Section 2 of this Agreement, the Consultant's compensation will be as provided in Part 2 of Exhibit B attached to this agreement, plus Consultant's expenses incurred in rendering such services. Consultant's expenses may include, but are not limited to travel, telephone/conference calls, postage, courier, database access services and printing. 3.03 Payment for Consultant's Services rendered pursuant to Section 1 of this Agreement shall be as provided for in Exhibit B to this Agreement, unless specified to the contrary elsewhere in this Agreement. The Consultant may submit monthly invoices for payment for services provided pursuant to Section 2 of this Agreement unless an alternate date or dates have been specifically agreed to in writing. Unless otherwise specified, payment of Consultant's compensation and expenses is due thirty (30) days after submission of Consultant's invoice for services. 3.04 In the event the Services of the Consultant are abandoned prior to completion of Consultant's work, Consultant shall be compensated for Services performed to the point of abandonment as if such Services were an additional service pursuant to Section 2 of this Agreement, subject to a maximum fee of 0. An act of abandonment shall be deemed to have occurred when no action has been taken by the City relative to the services of the Consultant for a period of three (3) months from the date of the initial performance of a service, or there has been a written notification to the Consultant of an abandonment of the Project by the City. 3.05 Consultant fees set forth in this Agreement and Exhibits are guaranteed by Consultant for a period of twelve (12) months from the date of this Agreement. Section 4 Personnel. Consultant has, or will secure, all personnel required to perform the services under this Agreement. Consultant shall make available other qualified personnel of the firm as may be required to complete Consultant's services. The City has CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Page 2 0 0 the right to approve or disapprove any proposed changes in Consultant's staff providing service to the City. The City and Consultant agree that such personnel are employees only of Consultant and shall not be considered to be employees of the City in any way whatsoever. Section 5 Term of Agreement. This Agreement shall continue in full force and effect for a period of twelve (12) months from the date hereof unless terminated by either party by not less than thirty (30) days written notice to the other party except that the Agreement shall continue in full force and effect until completion of Consultant's services or until an abandonment shall have occurred as described in Section 3.04 hereof. This Agreement may be extended from time to time as agreed by the City and the Consultant. Section 6 Modification. This Agreement contains the entire agreement of the parties. It may be amended in whole or in part from time to time by mutual consent of the parties. This shall not prohibit the City and Consultant from entering into separate agreements for other services. Section 7 Assignment. The rights and obligations of the City under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the City. This agreement may not be assigned by the Consultant without the consent of the City except for compensation due Consultant. Section 8 Disclosure. Consultant does not assume the responsibilities of the City, nor the responsibilities of the other professionals and vendors representing the City, in the provision of services and the preparation of the financing documents, including initial and secondary market disclosure, for financings undertaken by the City. Information obtained by Consultant and included in any disclosure documents is, by reason of experience, believed to be accurate; however, such information is not guaranteed by Consultant. Section 9 Confidentiality. The Consultant agrees that all financial, statistical, personal, technical and other data and information designated by the City as confidential shall be protected by the Consultant from unauthorized use or disclosure. Section 10 Indemnification. The City and Consultant shall each indemnify and hold harmless the other from and against any and all losses, claims, damages, expenses, including legal fees for defense, or liabilities, collectively, damages, to which either may be subjected by reason of the other's acts, errors or omissions, except however, neither will CITY OF SAN JUAN CAPISTRANORIELDMAN, ROLAPP & ASSOCIATES Page 3 indemnify the other from or against damages by reason of changed events and conditions beyond the control of either or errors of judgment reasonably made. Section 11 Insurance. 11.01 Consultant shall maintain workers' compensation and employer's liability insurance during the term of this Agreement. 11.02 Consultant, at its own expense, shall obtain and maintain insurance at all times during the prosecution of this contract. Such insurance must be written with a Best Guide "A" -rated or higher insurance carrier admitted to write insurance in the state where the work is located. 11.03 Certificates of insurance naming the City as an additional insured shall be submitted to the City evidencing the required coverages, limits and locations of operations to which the insurance applies, and the policies of insurance shall contain a 30 day notice of cancellation or non -renewal. 11.04 Insurance coverages shall not be less than the following: A. Workers' Compensation 1. State worker's compensation statutory benefits 2. Employer's Liability -policy limits of not less than $1,000,000. B. Comprehensive General Liability coverage with policy limits of not less than $1,000,000 combined single limit for bodily injury and property damage and including coverage for the following: 1. Premises operations 2. Contractual liability 3. Products 4. Completed operation C. Errors and omissions with policy limits of $1,000,000. Section 12 Permits/Licenses. The Consultant shall obtain any permits or licenses, as may be required for it to complete the services required under this Agreement. Section 13 Binding Effect. 13.01 A waiver or indulgence by the City of a breach of any provision of this Agreement by the Consultant shall not operate or be construed as a waiver of any subsequent breach by the Consultant. 13.02 All agreements and covenants contained herein are severable and in the event any of them shall be held to be invalid by any competent court, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Page 4 herein, and the remaining provisions of this Agreement shall not be affected by such determination and shall remain in full force and effect. This Agreement shall not fail because any part or any clause hereof shall be held indefinite or invalid. 13.03 Each party hereto represents and warrants that this Agreement has been duly authorized and executed by it and constitutes its valid and binding agreement, and that any governmental approvals necessary for the performance of this Agreement have been obtained. 13.04 The validity, interpretation and construction of this Agreement and of each part hereof shall be governed by the laws of the State of California. Venue for any lawsuit concerning this agreement is Orange County, California. IN WITNESS Whereof, the parties have duly executed this Agreement as of the day and year first above set forth. CITY OF SAN JUAN CAPISTRANO a Title: Date: k� A- P~ -6 Fieldman Rolapp &Associates F: O A � 2100 Mam Street, Sulte 210 Irvine, CA 92614 sy: .— Dat . "f /f �� Title: Se.uor 'Cce— iteslL-t OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Page 5 0 • EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADVISOR BY AND BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND FIELDMAN, ROLAPP & ASSOCIATES Scope of Services A. General Services. The Consultant shall perform all the duties and services specifically set forth herein and shall provide such other services as it deems necessary or advisable, or are reasonable and necessary to accomplish the intent of this Agreement in a manner consistent with the standards and practice of professional financial advisors prevailing at the time such services are rendered to the City. The City may, with the concurrence of Consultant, expand this Agreement to include any additional services not specifically identified within the terms of this Agreement. Any additional services may be described in an addendum to this Exhibit A and are subject to fees described in Exhibit B to this Agreement. B. Debt Issuance Services. The Consultant shall assume primary responsibility for assisting the City in coordinating the planning and execution of each debt issue relating to the Project. Insofar as the Consultant is providing Services which are rendered only to the City, the overall coordination of the financing shall be such as to minimize the costs of the transaction coincident with maximizing the City's financing flexibility and capital market access. The Consultant's proposed debt issuance Services may include, but shall not be limited to, the following: • Establish the Financing Objectives • Develop the Financing Schedule • Monitor the Transaction Process • Review the Official Statement, both preliminary and final • Procure and Coordinate Additional Service Providers • Provide Financial Advice to the City Relating to Financing Documents • Compute Sizing and Design Structure of the Debt Issue • Plan and Schedule Rating Agency Presentation and Investor Briefings • Conduct Credit Enhancement Procurement and Evaluation • Conduct Market Analysis and Evaluate Timing of Market Entry • Recommend Award of Debt Issuance • Provide Pre -Closing and Closing Assistance CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page I 0 0 Specifically, Consultant will: 1. Establish the Financing Objectives. At the onset of the financing transaction process for the Project, the Consultant shall review the City's financing needs and in conjunction with the City's management, outline the objectives of the financing transaction to be undertaken and its proposed form. Unless previously determined, Consultant shall recommend the method of sale of debt and outline the steps required to achieve efficient market access. 2. Develo the Financing Timetable. The Consultant shall take the lead role in preparing a schedule and detailed description of the interconnected responsibilities of each team member and update this schedule, with refinements, as necessary, as the work progresses. 3. Monitor the Transaction Process. The Consultant shall have primary responsibility for the successful implementation of the financing strategy and timetable that is adopted for each debt issue relating to the Project. The Consultant shall coordinate (and assist, where appropriate) in the preparation of the legal and disclosure documents and shall monitor the progress of all activities leading to the sale of debt. The Consultant shall prepare the timetables and work schedules necessary to achieve this end in a timely, efficient and cost-effective manner and will coordinate and monitor the activities of all parties engaged in the financing transaction. 4. Review the Official Statement. a. SEC, MSRB, and GFOA guidelines encourage full disclosure so that potential investors have sufficient data to analyze each proposed financing. Upon direction of the City, the Consultant shall take the lead in the review of the official statement for each debt issue relating to the Project to insure that the City's official statement is compiled in a manner consistent with industry standards, typically including the following matters: • Legal Authority for the Financing • Security for the Financing • Restrictions on Additional Financings • Purpose and Funds for which the Financing is Being Issued • Governmental System • Financial Management System • Revenue Sources: Historic, Current and Projected • Outstanding Financings • Planned Future Financings • Labor Relations and Retirement Systems • Economic Base • Annual Financial Statements • Legal Opinions Regarding Tax Exemption • Such Other Matters as the Context May Require. CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 2 0 0 5. Procure and Coordinate Additional Service Providers Should the City desire, the Consultant may act as City's representative in procuring the services of financial printers for the official statement and related documents, and for the printing of any securities. In addition, the Consultant may act as the City's representative in procuring the services of trustees, paying agents, fiscal agents, feasibility consultants, redevelopment consultants, or escrow verification agents or other professionals, if the City directs. 6. Provide Financial Advice to the City Relating to Financing Documents. Simultaneous with assisting in the preparation of official statements for each debt issue relating to the Project, the Consultant shall assist the managing underwriters, bond counsel and/or other legal advisors in the drafting of the respective financing resolutions, notices and other legal documents. In this regard, the Consultant shall monitor document preparation for a consistent and accurate presentation of the recommended business terms and financing structure of each debt issue relating to the Project, it being specifically understood however that the Consultant's services shall in no manner be construed as the Consultant engaging in the practice of law. 7. Compute Sizing and Design Structure of Debt Issue. The Consultant shall work with the City's staff to design a financing structure for each debt issue relating to the Project that is consistent with the City's objectives, that coordinates each transaction with outstanding issues and that reflects current conditions in the capital markets. 8. Plan and Schedule Rating Agency Presentation and Investor Briefings, The Consultant shall develop a plan for presenting the financing program to the rating agencies and the investor community. The Consultant shall schedule rating agency visits, if appropriate, to assure the appropriate and most knowledgeable rating agency personnel are available for the presentation and will develop presentation materials and assist the City officials in preparing for the presentations. 9. Conduct Credit Enhancement Evaluation and Procurement. Upon the City's direction, the Consultant will initiate discussions with bond insurers, letter of credit providers and vendors of other forms of credit enhancements to determine the availability of and cost benefit of securing financing credit support. CITY OF SAN JUAN CAPISTRANONIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 3 0 • 10. Conduct Market Analysis and Evaluate Timing of Market Entry. The Consultant shall provide regular summaries of current municipal market conditions, trends in the market and how these may favorably or unfavorably affect the City's proposed financing. a. Competitive Sales. For all types of competitive sale of debt, the Consultant shall undertake such activities as are generally required for sale of securities by competitive bid including, but not limited to the following: • Review and comment on terms of Notice of Sale Inviting Bids • Provide advice on debt sale scheduling • Provide advice on the use of electronic bidding systems • Coordinate bid opening with the City officials • Verify bids received and make recommendations for acceptance • Provide confirmation of issue sizing, based upon actual bids received, where appropriate • Coordinate closing arrangements with the successful bidder(s) b. Negotiated Sales. In the case of a negotiated sale of debt, the Consultant shall perform a thorough evaluation of market conditions preceding the negotiation of the terms of the sale of debt and will assist the City with the negotiation of final issue structure, interest rates, interest cost, reoffering terms and gross underwriting spread and provide a recommendation on acceptance or rejection of the offer to purchase the debt. This assistance and evaluation will focus on the following areas as determinants of interest cost: • Size of financing • Sources and uses of funds • Terms and maturities of the debt issue • Review of the rating in pricing of the debt issue • Investment of debt issue proceeds • Distribution mix among institutional and retail purchasers • Interest rate, reoffering terns and underwriting discount with comparable issues • Redemption provisions 11. Recommend Award of Debt Issuance. Based upon activities outlined in Task 10(a) and 10(b) above, the Consultant will recommend accepting or rejecting offers to purchase the debt issue. If the City elects to award the debt issue, the Consultant will instruct all parties and help facilitate the actions required to formally consummate the award. CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 4 12. Provide Pre -Closing and Closing Activities. The Consultant shall assist in arranging for the closing of each financing. The Consultant shall assist counsel in assuming responsibility for such arrangements as they are required, including arranging for or monitoring the progress of bond printing, qualification of issues for book -entry status, signing and final delivery of the securities and settlement of the costs of issuance. CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 5 0 0 EXHIBIT B TO FINANCIAL ADVISORY SERVICES AGREEMENT BY AND BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND FIELDMAN, ROLAPP & ASSOCIATES Fees and Expenses Part]: Fee for Services Financial Advisory Services performed pursuant to Section 1 of this Agreement, and as more fully described in the Scope of Services set forth in Exhibit A, will be billed for at the amounts set forth below: Transaction Size $1 to $10,000,000 $10,000,001 to $20,000,000 $20,000,001 to $30,000,000 $30,000,001 and above Fees Negotiated Sale $27,500 $31,500 $36,500 Comoetitive Sale $32,500 $36,500 $40,500 to be negotiated Payment of fees earned by Consultant pursuant to this Part 1 shall be contingent on, and payable at the closing of the debt issue(s) undertaken to finance the Project. Part 2: Other Services Unless agreed to otherwise, financial advisory services performed pursuant to Section 2 of this Agreement will be billed at the then current hourly rates. The table below reflects the rates in effect as of the date of execution of this Agreement. Personnel Hourly Rate Executive Officers.......................................................... $295.00 Principals....................................................................... $275.00 Senior Vice President..................................................... $250.00 Vice Presidents............................................................... $225.00 Assistant Vice President ................................................. $195.00 Senior Associate............................................................. $145.00 Associate........................................................................ $120.00 Analyst............................................................................. $80.00 Administrative Assistants ................................................. $65.00 Clerical............................................................................ $35.00 Expenses Expenses will be billed for separately and will cover, among other things, travel, lodging, subsistence, overnight courier, computer, and fax transmission charges. Advances made on CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Exhibit B, Page 1 0 0 behalf of the City for costs of preparing, printing or distributing disclosure materials or related matter whether by postal services or electronic means, may also be billed through to the City upon prior authorization. Additionally, a surcharge of 6% of the net fee amount is added to verifiable out-of-pocket costs for recovery of costs such as telephone, postage, document reproduction and the like. Limiting Terms and Conditions The above fee is based on completion of work orders within six months of the City's authorization to proceed, and assumes that the City will provide all necessary information in a timely manner. The fee shown above in Part 1 presumes attendance at up to 8 meetings in the City's offices or such other location within a 25 -mile radius of the City place of business as the City may designate. Preparation for, and attendance at City Council meetings on any basis other than "by appointment" may be charged at our normal hourly rates as shown in Part 2, above. Abandonment If, once commenced, the services of the Consultant are terminated prior to completion of our final report for any reason, we are to be reimbursed for professional services and direct expenses incurred up to the time we receive notification of such termination at the standard hourly rates shown in Part 2, subject to a minimum charge of $0. CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Exhibit B, Page 2 32400 PASEO ADEL NTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAx www sanjuancapistrano. org June 16, 2004 • Jin RRIA[RAIRRRIfR ESTABLISH ED 1961 BAR 1776 NOTIFICATION OF ACTION BY THE CITY COUNCIL OF SAN JUAN CAPISTRANO MEMBERS OF THE CITY COUNCIL SAM ALLEVATO DIANE L. RATHGATE WYATT HART JOE SOTO DAVID M. SWERDLIN On June 15, 2004 the City Council of San Juan Capistrano met regarding: "Consideration of Agreements for Bond Counsel and Financial Advisor Services for Issuance of Debt Related to the Domestic Water Master Plan (Stradling, Yocca, Carlson and Rauth) (Fieldman, Rolapp & Associates)" Item No. 12b. The following action was taken at the meeting: Agreement with Stradling, Yocca, Carlson & Rauth for bond counsel services for the proposed Domestic Water Master Plan debt financing, Series 2004, with fees based on the total principal amount of bonds authorized and sold, approved; and agreement with Fieldman, Rolapp and Associates for financial advisor services for the proposed Domestic Water Master Plan debt financing, series 2004, with fees based on transaction size and type of sales, approved. If you have any questions regarding this action, please contact Cindy Russell, Administrative Services Director at 443-6301 for more detailed information. Thank you, z/ Mitzi orti�/ Deputy City Clerk Cc: Stradling, Yocca, Carlson and Rauth*; Fieldman, Rolapp and Associates*; Cindy Russell, Administrative Services Director San Juan Capistrano: Preserving the Past to Enhance the Future 0 32400 PASEO ADEI ANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAx www sanivancapistrano. org 0 MEMBERS OF THE CITY COUNCIL NOTIFICATION OF MEETrII POTENTIAL INTEREST OF THE SAN JUAN CAPISTRANO CITY COUNCIL SAMALLEVATO DIANE L. BATHGATE WYATi HART JOE SOTO DAVID M. SWERDLIN The City Council of San Juan Capistrano will meet at 7:00 p.m. on June 15, 2004, in the City Council Chamber in City Hall, to consider: "Consideration of Agreements for Bond Counsel and Financial Advisor Services for Issuance of Debt Related to the Domestic Water Master Plan (Stradling, Yocca, Carlson and Rauth) (Fieldman, Rolapp & Associates)' — Item No. 12b If you have specific thoughts or concerns regarding this item, you are encouraged to participate in this decision making process. You can communicate with the City Council through correspondence addressed to the Board and/or by attending the meeting and speaking to the Council during the public meeting. Correspondence related to this item must be received at City Hall by 5:00 p.m. on Monday, June 14, 2004 to allow time for the Council to consider its content. If you would like to speak at the meeting, please complete a blue 'Request to Speak' form found inside the entrance to the Council Chamber. This form is turned in at the staff table, just in front of the Council dais. You will be called to speak by the Mayor when the item is considered. You have received this notice at the request of the City staff member Cindy Russell, Administrative Services Director. You may contact that staff member at (949) 443-6301 with any questions. The Agenda, including agenda reports, is available to you on our web site: www.san'uancapistrano.org. If you would like to subscribe to receive a notice when agendas are posted to the web site, please make that request by sending an e-mail to: council-agendas(a�sanivancapistrano.org. Thank you for your interest, Meg Monahan, CMC City Clerk cc: Stradling, Yocca, Carlson and Rauth*; Fieldman, Rolapp and Associates*; Cindy Russell, Administrative Services Director * Received staff report San Juan Capistrano: Preserving the Past to Enhance the Future r, nnvFRAn FR THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ATE MMDYYYY) NACORDCERTIFICATEOF9IABILITYNSURANCED4 PRODUCER (714)905-1923 (714)905-1910 Hayward Tilton & Rolapp Ins. Assoc., Inc. License #0614365 P.O. Box 25529 Anaheim, CA 92825-5529 THIS ISSUED ASAMATTER DF INFORMATIONMATON ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC# INSURED Fieldman Rolapp & Associates Attn: Harvana Clark 2100 Main St., Ste. 210 Irvine, CA 92614 INSURERA: Unigard Insurance Company 025747 INSURERS: Republic Indemnity Co of Calif LIMITS INSURER C: INSURER D: CM005107 INSURER E: 04/01/2005 nnvFRAn FR THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRDD' HAS TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATIONTR LIMITS San Juan Capistrano, CA 92675 GENERAL LIABILITY CM005107 04/61/2004 04/01/2005 EACHOCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LI ABILITY DAMAGE TO RENTED $ 100,000 CLAIMS MADE a OCCUR MED EXP (Any one person) $ 10,000 A PERSONAL 8 ADV INJURY $ Excluded GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG $ 2,000,000 POLICY JECT LOC AUTOMOBILE LIABILITY CM005107 04/01/2004 04/01/2005 COMBINED SINGLE LIMIT ANY AUTO (Ea accident) $ 1,000,000 BODILY INJURY $ ALL OWNED AUTOS SCHEDULED AUTOS (Per person) A BODILY INJURY $ X HIRED AUTOS X NON -OWNED AUTOS (Per amdenl) PROPERTY DAMAGE $ (Peraccidenfl GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO AUTO ONLY: AGG S EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $ AGGREGATE $ OCCUR CLAIMS MADE E $ DEDUCTIBLE $ RETENTION $ WORKERS COMPENSATION AND 13159108 04/01/2004 04/01/2005 X WCSTATj OTM- EMPLOYERS'LIABILITY E.L. EACH ACCIDENT $ 1,000,000 B ANY PROPRIETOMPARTNEWEXECUTIVE E.L. DISEASE - EA EMPLOYEE $ 1,000,000 OFFICERIMEMSER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 OTHER DESCRIP IQN OF OPE NS I LQCATIO SI VEIJICLES EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVI#10 q ertTTcate HoTDer Ts A�ditTona� Insured as respects Premises LTa�Tlity CG2010 10/01 attached. per Cancellation: *10 day notice for non-payment of premium or non -reporting of payroll. CFRTIFICATF Nni nFR CANCFLLATInN ACORD 25 (2001108) FAX: (949)493-1053 ®ACORD CORPORATION 1988 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL City of San Juan Capistrano 30* DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT Attn: City Clerk BUT FAILURE TO MAIL SUCH NOTICE SMALL IMPOSE NO OBLIGATION OR LIABILITY 32400 Paseo Adelanto OF ANY KIND UPON THE INSURER ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ��IV 1 Orirmak h San Juan Capistrano, CA 92675 Stephen Mori ama ]RV ACORD 25 (2001108) FAX: (949)493-1053 ®ACORD CORPORATION 1988 Commercial General Liability Policy Number: CM005107 Named Insured: Fieldman Rolapp & Associates ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS Scheduled Person Or Organization This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: City of San Juan Capistrano (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Section II- Who is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. B. With respect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to "bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment famished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf or the additional insured(s) at the site of the covered operations has been completed; or (2) That portion of "your work" out of which the injury of damage arises has been pt to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG2010 1001 Copyright Insurance Services Office Properties, Inc., 2000 r I r7 �COB� CERTIFICATE OF LIABILITY INSURANCE 06/22/20o PRODUCER (714)905-1923 FAX (714)905-1910 Hayward Tilton & Rol app License #0614365 P.O. Box 25529 Anaheim, CA 92825-5529 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Fieldman Rolapp & Associates Attn: Harvana Clark 2100 Main St., Ste. 210 Irvine, CA 92614 INSURERA: Nutmeg Insurance Co/Swett & Crawford INSURER B: INSURER C: INSURER D: INSURER E: CFTVPRAr FR THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR kDO'L TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATIONNSRE LIMITS San Juan Capistrano, CA 92675 GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ CLAIMS MADE ❑ OCCUR MED EXP (Any on a person) $ PERSONAL &ADV INJURY $ GENERALAGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOPAGG $ POLICY PRO -LOC JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANYAUTO (Ea accident) BODILY INJURY $ ALL OWNED AUTOS SCHEDULED AUTOS (Per person) BODILY INJURY $ HIRED AUTOS NON -OWNED AUTOS (Per awoent) PROPERTY DAMAGE $ (PeraccldenU GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO AUTO ONLY: AGG $ EXCESWUMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ $ $ DEDUCTIBLE $ RETENTION $ WORKERS COMPENSATION AND WC STM DTH. LATIjSEMPLOYERS' LIABILITY E.L. EACH ACCIDENT b ANY PROPRIETORIPARTNERIEXECUTIVE E.L. DISEASE- EA EMPLOYE $ OFFICER/MEMBER EXCLUDED? U yes, descnb under SPECIAL PROVISIONS WIM E.L. DISEASE -POLICY LIMIT I $ onsultants OODCO20849403 01/19/2004 12/20/2004 $1,000,000 Per Claim/Aggregate Errors and A $75,000 Deductible Applicable fissions to Each Claim. DESCRIPTION FOPERNTIONSI OCATIONSI VEHICLES EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROWSIONS E: VerT�icatTon o Insurance. ancellation: "10 day notice for non-payment of premium. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2001108) FAX: (949)493-1053 ©ACORD CORPORATION 1988 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MNL City of San Juan Capistrano j0* DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. Attn: City Clerk BUT FAILURE TO MNL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 32400 Paseo Adel auto OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Sty hen oriy4mok San Juan Capistrano, CA 92675 Stephen Mori ama CAC ACORD 25 (2001108) FAX: (949)493-1053 ©ACORD CORPORATION 1988