09-0707_FIELDMAN ROLAPP & ASSOCIATES_Professional Services AgreementPROFESSIONAL SERVICES AGREEMENT
FOR FINANCIAL ADVISOR
1 �\-\J Oq
This agreement has been entered into this 0 day of by and between the City of San
Juan Capistrano, California (the "City") and Fieldman,1 pp & Associates, (herein, the
"Consultant").
WHEREAS, the City desires independent financial advisory services to be performed in
connection with funding of open -space acquisition (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 open -space acquisition 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 1
Project No. 08194
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,
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
Project No. 08194
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 thirty-six
(36) months from the date hereof or until all Series of Bonds are sold to allocate
the General Obligation Bond Authorization 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
CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Page 3
Project No. 08194
by reason of the other's acts, errors or omissions, except however, neither will
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 workers 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 $2,000,000.
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
CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Page 4
Project No. 08194
0
be interpreted as if such invalid agreements or covenants were not contained
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 AN JAPISTRANO
By: _ Title:,
Dat 09 I
Fieldman, Rolapp & Associates
19900 MacArthur Boulevard, Suite 1100
Irvine, 92612
By: wwa� `Cil
: 4 /1 I s Doq
Approved as to form:
ca"LUI1Ja'oLva- C
Omar Sandoval, City Attorney
Title:
CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Page 5
project No. 08194
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
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. 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. Generally, 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
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
b. The Consultant shall maintain and update the official statement on its word
processing system until such time as it is near final and suitable for transfer
to the financial printer, in order to minimize the costs of revisions made by
the printer.
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 CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 3
0
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.
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)
11. Recommend Award of Debt Issuance.
Based upon activities outlined in task 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.
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 4
EXHIBIT B
TO
FINANCIAL ADVISORY SERVICES AGREEMENT
BY AND BETWEEN
CITY OF SAN JUAN CAPISTRANO AND FIELDMAN, ROLAPP & ASSOCIATES
Fees and Expenses
Part l: 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 Fees
$1 to $30,000,000 $52,500
$30,000,001 and above 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. If the General Obligation
Bonds are sold in more than one Series a discount of $17,500 shall be applied to the fees above
for each subsequent Series of Bonds.
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 Rats
Executive Officers............................................................
$300.00
Principals..........................................................................
$290.00
Senior Vice President.......................................................
$275.00
Vice Presidents.................................................................
$225.00
Assistant Vice President ...................................................
$195.00
Senior Associate...............................................................
$150.00
Associate...........................................................................
$125.00
Analyst................................................................................
$85.00
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, posting of POS on internet, computer, and fax transmission
charges. Advances made on 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
CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Exhibit B, Page 1
0 0
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
Today's Date 3/20/08
CONTRACT TRANSMITTAL
Ti
CIP No. (if any):
Project Manager's Last Name: Cindy Russell IPhorne Extension: -6301
�l
Council or GRA Meeting Date (if applicable): –1 I � V9
APPROVING AUTwnRITY! (check One)
Mayor
❑ CRA Chair -- –
X City Manag..- _.
Provide (1) executi
recorded – only (1) LAC
Please provide the
included within the I----------------------------
--------reement is to be
tailing address is
OTHER INSTRUCTIONS:
Please return Cathy
Form Date: 01-2004 D-7
0
32400 PASEO ADEI.ANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 4931171
(949) 4931053 FAX
wwwsanjuancaplstrano. org
TRANSMITTAL
TO:
Fieldman Rolapp & Associates
19900 MacArthur Blvd, Ste 1100
Irvine, CA 92612-2433
DATE: July 13, 2009
� � IAi9si,H
I lf1A1PSIF1
1776
MEMBERS OF THE CITY COUNCIL
FROM: Christy Jakl, Administrative Specialist, City Clerk's Office (949) 443-6310
RE: Professional Services Agreement for Financial Advisor
SAM ALLEVATO
LAURA FREESE
THOMAS W. HRIBAR
MARK NIELSEN
DR. LONDRES USO
Thank you for providing documentation confirming compliance with the terms of the agreement
related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
this agreement. If you have questions related to insurance requirements, please call me at
(949) 443-6310.
If you have questions concerning the agreement, please contact Cathy Salcedo, Senior
Executive Assistant at (949) 443-6317.
An original agreement is enclosed for your records.
cc: Cathy Salcedo, Senior Executive Assistant
San Juan Capistrano: Preserving the Past to Enhance the Future
0 Printed on 100% reoYnetl Paper
0
RESOLUTION NO. 09-07-07-01
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN
CAPISTRANO REGARDING ITS INTENTION TO ISSUE TAX-EXEMPT
OBLIGATIONS AND TO REIMBURSE THE CITY FROM PROCEEDS OF
SUCH OBLIGATIONS FOR COSTS INCURRED PRIOR TO ISSUANCE
(OPEN SPACE ACQUISITION AND/OR IMPROVEMENTS)
WHEREAS, the City Council of the City of San Juan Capistrano (the
"Issuer") desires to finance the costs of acquiring certain public facilities and
improvements, as provided in Exhibit A attached hereto and incorporated herein (the
"Project');
WHEREAS, the Issuer intends to finance the acquisition of the Project or
portions of the Project with the proceeds of the sale of obligations the interest upon
which is excluded from gross income for federal income tax purposes (the
"Obligations"); and
WHEREAS, prior to the issuance of the Obligations the Issuer desires to
incur certain expenditures with respect to the Project from available monies of the
Issuer which expenditures are desired to be reimbursed by the Issuer from a portion of
the proceeds of the sale of the Obligations;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City
of San Juan Capistrano does hereby, order and determine as follows:
SECTION 1. The Issuer hereby states its intention and reasonably
expects to reimburse Project costs incurred prior to the issuance of the Obligations with
proceeds of the Obligations. Exhibit A describes either the general character, type,
purpose, and function of the Project, or the fund or account from which Project costs are
to be paid and the general functional purpose of the fund or account.
SECTION 2. The reasonably expected maximum principal amount of the
Obligations is $30,000,000, with respect to the Open Space Acquisition and/or
Improvements described at Exhibit A.
SECTION 3. This resolution is being adopted on or prior to the date (the
"Expenditures Date or Dates") that the Issuer will expend monies for the portion of the
Project costs to be reimbursed from proceeds of the Obligations.
SECTION 4. Except as described below, the expected date of issue of
the Obligations will be within eighteen months of the later of the Expenditure Date or
Dates and the date the Project is placed in service; provided, the reimbursement may
not be made more than three years after the original expenditure is paid. For
Obligations subject to the small issuer exception of Section 148(f)(4)(D) of the Internal
Revenue Code, the "eighteen -month limit" of the previous sentence is changed to "three
07-07-2009
0 0
years" and the limitation of the previous sentence beginning with "; provided, ...." is not
applicable.
SECTION 5. Proceeds of the Obligations to be used to reimburse for
Project costs are not expected to be used, within one year of reimbursement, directly or
indirectly to pay debt service with respect to any obligation (other than to pay current
debt service coming due within the next succeeding one year period on any tax-exempt
obligation of the Issuer (other than the Obligations)) or to be held as a reasonably
required reserve or replacement fund with respect to an obligation of the Issuer or any
entity related in any manner to the Issuer, or to reimburse any expenditure that was
originally paid with the proceeds of any obligation, or to replace funds that are or will be
used in such manner.
SECTION 6. This resolution is consistent with the budgetary and financial
circumstances of the Issuer, as of the date hereof. No monies from sources other than
the Obligation issue are, or are reasonably expected to be reserved, allocated on a
long-term basis, or otherwise set aside by the Issuer (or any related party) pursuant to
their budget or financial policies with respect to the Project costs. To the best of our
knowledge, this City Council is not aware of the previous adoption of official intents by
the Issuer that have been made as a matter of course for the purpose of reimbursing
expenditures and for which tax-exempt obligations have not been issued.
SECTION 7. The limitations described in Section 3 and Section 4 do not
apply to (a) costs of issuance of the Obligations, (b) an amount not in excess of the
lesser of $100,000 or five percent (5%) of the proceeds of the Obligations, or (c) any
preliminary expenditures, such as architectural, engineering, surveying, soil testing, and
similar costs other than land acquisition, site preparation, and similar costs incident to
commencement of construction, not in excess of twenty percent (20%) of the aggregate
issue price of the Obligations that finances the Project for which the preliminary
expenditures were incurred.
SECTION 8. This resolution is adopted as official action of the Issuer in
order to comply with Treasury Regulation § 1.150-2 and any other regulations of the
Internal Revenue Service relating to the qualification for reimbursement of Issuer
expenditures incurred prior to the date of issue of the Obligations, is part of the Issuer's
official proceedings, and will be available for inspection by the general public at the
main administrative office of the Issuer.
SECTION 9. All the recitals in this Resolution are true and correct and
this City Council so finds, determines and represents.
07-07-2009
0
PASSED, APPROVED, AND ADOPTED this 7th day of July, 2009.
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF SAN JUAN CAPISTRANO )
ELSEN, MAYOR
I, MARGARET R. MONAHAN, appointed City Clerk of the City of San Juan Capistrano,
do hereby certify that the foregoing Resolution No. 09-07-07-01 was duly adopted by
the City Council of the City of San Juan Capistrano at a Regular meeting thereof, held
the 7th day of July 2009, by the following vote:
AYES: COUNCIL MEMBERS: Allevato, Freese, Hribar, Uso and Mayor Nielsen
NOES: COUNCIL MEMBER: None
ABSEN : UNCIL MEMBER: None
City
3 07-07-2009
9
EXHIBIT A
DESCRIPTION OF PROJECT
Acquisition of Land for Open Space purposes
0
Improvements and/or Enhancements to Open Space areas such as:
Parks, and related improvements and amenities
Sports Fields and related improvements and amenities
Walking, Running and Biking Trails
Equestrian Trails and Facilities
Bike Paths
Habitat Restoration
And other similar open space acquisitions, improvements and/or enhancements
07-07-2009
AGENDA REPORT
TO: Joe Tait, Interim City Manager
FROM: Cindy Russell, Assistant City Manager
• 7/7/2009
SUBJECT: Consideration of Agreements for Bond Counsel and Financial Advisor
Services for Issuance of General Obligation Bond, Series 2009 Debt Related
to the Open Space Measure Y and Reimbursement Resolution for Costs
(Stradling, Yocca, Carlson and Rauth and Fieldman, Rolapp and Associates)
RECOMMENDATION:
By Motion,
1. Approve the Agreement with Strad ling, Yocca, Carlson and Rauth for bond counsel
for the proposed Open Space Obligation Bonds — Series 2009; and,
2. Approve the Agreement with Fieldman, Rolapp and Associates for financial advisor
services for the proposed Open Space General Obligation Bonds - Series 2009;
and,
3. Upon approval as to form by the City Attorney, authorize the City Manager to
execute these agreements.
4. Approve the reimbursement resolution authorizing eligible costs related to Open
Space Measure Y activities incurred prior to the issuance of the bonds to be
reimbursed from future bond proceeds.
SITUATION:
Summary and Recommendation:
In November 2008, the residents of the City of San Juan Capistrano voted in favor of
Measure Y to approve up to $30 million of general obligation bonds to be issued for the
preservation and enhancement of open space.
Measure Y ballot language supported by the voters is as follows:
To acquire and improve land to protect and preserve open space, natural
areas, creeks and streams, historic areas, undeveloped hillsides and
natural ridges from potential residential and commercial development and
to provide additional recreational amenities such as bike and walking
•
Agenda Report
Paae 2
July 7, 2009
trails, equestrian facilities, parks and sports fields, shall the City of San
Juan Capistrano issue 30 million dollars in bonds, at legal rates, with
guaranteed annual independent audits, public expenditures review and no
money for City administrators' salaries?
To date, the City Council has approved the Phase I park improvements on the City's
existing northwest open space (NWOS) area to be funded from bond proceeds. The
Phase I park generally includes a picnic area, community garden, orchard area, parking
area, access from Camino Capistrano and related amenities. Additionally, the City Council
has approved an option agreement for the potential acquisition of open space related to
the Crystal Cathedral Ministries property in the NWOS area and is currently considering an
offer to acquire property at the easterly City limit currently part of the Rancho Mission Viejo
holdings. The City has also been working on habitat restoration plans for the NWOS area
in order to enhance natural areas, etc. and be competitive for grant funding that is available
for related acquisition and restoration.
In order to fund these activities, the City needs to begin issuing general obligation bonds
under Measure Y authorization. In order to facilitate the issuance of debt, the City needs to
retain legal or bond counsel and financial advisor services. 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 almost twenty-five 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. Additionally, these firms have been available at any time for information relating
to these issues and other financing issues as they arise to provide support to City and
Agency staff. 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)
2002
$ 8,525,000
Certificates of Participation — Series 2002 (Water) (CITY/CVWD)
2002
$31,555,000
Revenue Bonds — GRWP (SJBA in conjunction with
CITY/CVWD)
2004
$23,000,000
Certificates of Participation — Series 2004 (Water) (CITY)
2009
$11,100,000
Certificates of Participation — Series 2009 (Water) (City)
Most recently, Kurt Yeager and Carol Lew of SYCR have provided their expertise as legal
counsel; and, Jim Fabian of Fieldman, Rolapp and Associates have participated in these
issues.
Agenda Report
Paoe 3
July 7, 2009
The costs of these contract services do not vary greatly from firm to firm, therefore
adherence to a Request for Proposal (RFP) process would not necessarily produce the
most economically feasible result. These costs are also at or below the costs for 2009
water facility debt financing as a percentage of the total debt issued. 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
the two firms that have worked with the City on a number of debt issues including our
Community Redevelopment Agency bonds, Housing bonds, Certificates of participation for
water facilities and our previous Open Space bonds.
COMMISSION/BOARD REVIEW AND RECOMMENDATIONS:
None
FINANCIAL CONSIDERATIONS:
The cost for legal counsel services ranges from $25,000 to $48,000 depending on the size
of the bond issue. Additionally, the cost for bond counsel to prepare the official statement
for each issue is $35,000 per issue. If we issue all $30 million in one series, then the total
cost for bond counsel is $83,000.
The cost of the independent financial advisor services is $52,500 including expenses for a
competitive sale of up to $30 million in bonds. The cost of each additional series would be
discounted by $35,000. If the City issues the $30 million in multiple series, the cost of the
first series would be $52,500 and $35,000 for each series thereafter.
The size of the initial bond issue has not been determined at this time. However, based on
the current needs, an initial series would not be less than $5 million. The cost for legal
counsel, official statement and independent financial advisor for a $5 million initial issue
would be $122,500 or 2.45% of the bond issue. The cost of these same services for a $30
million issue would be $135,500 or 0.45% of the bond issue.
The total cost of issuance for a maximum issue of $30 million is estimated at approximately
$550,000 including the cost above. This equates to approximately 1.75% of the bond
issue. In contrast, a smaller issue of $5,000,000 would have costs of issuance of
approximately 4.75% of the bond issue. Based on the needs identified by City Council for
acquisition, and/or improvements in the near future, staff will appropriately size the issue
just prior to bringing the documents forward to City Council for authorization to sell bonds.
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.
Agenda Report July 7, 2009
page 4
NOTIFICATION:
Stradling, Yocca, Carlson and Rauth*
Fieldman. Rolapp and Associates*
RECOMMENDATION:
By Motion,
Approve the Agreement with Stradling, Yocca, Carlson and Rauth for bond counsel
for the proposed Open Space Obligation Bonds — Series 2009; and,
2. Approve the Agreement with Fieldman, Rolapp and Associates for financial advisor
services for the proposed Open Space General Obligation Bonds - Series 2009;
and,
3. Upon approval as to form by the City Attorney, authorize the City Manager to
execute these agreements.
4. Approve the reimbursement resolution authorizing eligible costs related to Open
Space Measure Y activities incurred prior to the issuance of the bonds to be
reimbursed from future bond proceeds.
Respectfully Submitted,
Cindy Russell
0WAULL—
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.
3. Reimbursement Resolution
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this
day of , 2009, by and between the City of San Juan Capistrano (hereinafter
referred to as the "City") and Stradling, Yocca, Carlson and Rauth (SYCR) (hereinafter
referred to as the "Consultant"),
RECITALS:
WHEREAS, City desires to retain professional consulting services for legal matters
in connection with the execution and delivery from time to time of general obligation bonds
to fund the acquisition and construction of certain open space improvements described as
follows: General Obligation Bonds, 2009 Election (Open Space) (for convenience of
reference 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 is qualified by virtue of experience, training, education and
expertise to accomplish such services.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by the City shall consist of those tasks as set
forth in Exhibit' A," attached and incorporated herein by reference. To the extent that there
are any conflicts between the provisions described in Exhibit "A" and those provisions
contained within this Agreement, the provisions in this Agreement shall control.
Section 2. Term.
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 the Bonds are closed or the project is abandoned, whichever occurs first.
Section 3. Compensation.
3.1 Amount.
Consultant contract billings for any hourly work hereunder may be
submitted on the consultant's forms and, at a minimum, should contain the following:
DOCSOC/1350831 v2/022658-0000
ATTACHMENT1
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.
3.2 Method of Payment.
Subject to Section 3. 1, Consultant shall be compensated pursuant to Exhibit
A, Section 3.
3.3 Records of Expenses.
Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will be made
available at reasonable times to City.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not an
agent or employee of City, and shall obtain no rights to any benefits which accrue to City's
employees.
Section 5. Limitations Upon Subcontracting and Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for City to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required without
written approval of the City. This Agreement may not be assigned, voluntarily or by
operation of law, without the prior written approval of the City. If Consultant is permitted to
subcontract any part of this Agreement by City, Consultant shall be responsible to City for
the acts and omissions of its subcontractor as it is for persons directly employed. Nothing
contained in this Agreement shall create any contractual relationships between any
subcontractor and City. All persons engaged in the work will be considered employees of
Consultant. City will deal directly with and will make all payments to Consultant.
DOCSOC/ 1350831 v2/022658-0000
0 0
Section 6. Changes to Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra work. In the event of a change in the
Scope of Work provided for in the contract documents as requested by the City, the Parties
hereto shall execute an addendum to this Agreement setting forth with particularity all
terms of the new agreement, including but not limited to any additional Consultant's fees.
Section 7. Familiarity with Work and/or Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated the
work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of
all conditions there; and (3) it understands the facilities, difficulties and restrictions of the
work to be performed under this Agreement. Should Consultant discover any latent or
unknown conditions materially differing from those inherent in the work or as represented
by City, it shall immediately inform the City of this and shall not proceed with further work
under this Agreement until written instructions are received from the City.
Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law; E -Verify.
9.1. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
9.2. E -Verify,
If Consultant is not already enrolled in the U.S. Department of Homeland Security's
E -Verify program, Consultant shall enroll in the E -Verify program within fifteen days of the
effective date of this Agreement to verify the employment authorization of new employees
assigned to perform work hereunder. Consultant shall verify employment authorization
within three days of hiring a new employee to perform work under this Agreement.
Information pertaining to the E -Verify program can be found at http://www.uscis.gov, or
access the registration page at https://www.vis-dhs.com/emploverregistration. Consultant
shall certify its registration with E -Verify and provide its registration number within sixteen
days of the effective date of this Agreement. Failure to provide certification will result in
withholding payment until full compliance is demonstrated.
Section 10. Conflicts of Interest.
DOCSOC/1 3 5083 1 v2/022658-0000
•
0
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. Copies of Work Product.
At the completion of the work, Consultant shall have delivered to City at least one
(1) copy of any final reports and/or notes or drawings containing Consultant's findings,
conclusions, and recommendations with any supporting documentation. All reports
submitted to the City shall be in reproducible format, or in the format otherwise approved
by the City in writing.
Section 12. Ownership of Documents.
All reports, information, data and exhibits prepared or assembled by Consultant in
connection with the performance of its services pursuant to this Agreement are confidential
to the extent permitted by law, and Consultant agrees that they shall not be made available
to any individual or organization without prior written consent of the City. All such reports,
information, data, and exhibits shall be the property of the City and shall be delivered to the
City upon demand without additional costs or expense to the City. The City acknowledges
such documents are instruments of Consultant's professional services.
Section 13. 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 against third party claims 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 14. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration
of the agreement, and provide proof thereof that is acceptable to the City, the insurance
specified below with insurers and under forms of insurance satisfactory in all respects to
the City. Consultant shall not allow any subcontractor to commence work on any
subcontract until all insurance required of the Consultant has also been obtained for the
subcontractor. Insurance required herein shall be provided by Admitted Insurers in good
standing with the State of California and having a minimum Best's Guide Rating of A- Class
VII or better.
14.1 Comprehensive General Liability.
DOCSOC/I 350831 v2/022658-0000
Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Comprehensive General Liability coverage in an amount not less than one
million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks
associated with the work contemplated by this agreement. If a Commercial General
Liability Insurance form or other form with a.general aggregate limit is used, either the
general aggregate limit shall apply separately to the work to be performed under this
agreement or the general aggregate limit shall be at least twice the required occurrence
limit.
14.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Comprehensive Automobile Liability coverage, including owned, hired and non -
owned vehicles in an amount not less than one million dollars per occurrence
($1,000,000.00).
14.3 Worker's Compensation,
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as required
by state law.
14.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall submit
the insurance certificates, including the deductible or self -retention amount, and an
additional insured endorsement naming City, its officers, employees, agents, and
volunteers as additional insureds as respects each of the following: Liability arising out of
activities performed by or on behalf of Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed
by Consultant. The coverage shall contain no special limitations on the scope of protection
afforded City, its officers, employees, agents, or volunteers.
14.5 Errors and Omissions Coverage
Throughout the term of this Agreement, Consultant shall maintain Errors and
Omissions Coverage (professional liability coverage) in an amount of not less than Twenty -
Five Million Dollars ($25,000,000). Prior to beginning any work under this Agreement,
Consultant shall submit an insurance certificate to the City's General Counsel for
certification that the insurance requirements of this Agreement have been satisfied.
14.6 Notice of Cancellation/Termination of Insurance.
5
DOCSOC/1350831 v2/022658-0000
0 0
The above policy/policies shall not terminate, nor shall they be cancelled, nor
the coverages reduced, until after thirty (30) days' written notice is given to City, except that
ten (10) days' notice shall be given if there is a cancellation due to failure to pay a
premium.
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
14.8 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Consultant has complied with all
insurance requirements of this Agreement.
Section 15. Termination.
City shall have the right to terminate this Agreement without cause by giving thirty
(30) days' advance written notice of termination to Consultant.
In addition, this Agreement may be terminated by any party for cause by providing
ten (10) days' notice to the other party of a material breach of contract. If the other party
does not cure the breach of contract, then the agreement may be terminated subsequent
to the ten (10) day cure period.
Section 16. Notice.
All notices shall be personally delivered or mailed to the below listed addresses, or
to such other addresses as may be designated by written notice. These addresses shall
be used for delivery of service of process:
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Cindy Russell, Assistant City Manager
To Consultant: Stradling, Yocca, Carlson and Rauth
660 Newport Center Drive Suite 1600
Newport Beach, CA 92660
Attn: Kurt Yeager
Section 17. Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
POCSOC/ 135083 I v2/022658-0000
0 0
Section 18. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration under
the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 19. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
0
CONSULTANT
la
Stradling, Yocca, Carlson, and Rauth
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
7
DOCSOC/1 35083 1 v2/022658-0000
0
EXHIBIT A
SCOPE OF WORK
1. SERVICES
0
The City retains Consultant to provide, and Consultant agrees to provide,
legal services in connection with the execution and delivery of general obligation bonds
(hereinafter referred to as the "Bonds") to finance certain open space 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 execution and delivery 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 delivery 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;
8
DOCSOC/1 35083 1 v2/022658-0000
0 0
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;
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;
preparing the form of the Bonds, and supervising their
production or printing, signing, authentication and delivery; and
rendering any necessary collateral legal opinions as to the
inapplicability of the registration requirements of federal
securities laws and other matters related to the execution and
delivery of the Bonds and City authority with respect to the
financing generally.
(ii) to render a final legal opinion pertaining to 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 with respect to 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 (as available only), E. Kurt Yeager,
Brian Forbath 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.
3. BOND FEE
Basic Bond Counsel Fee: The fee for the services described in this Agreement
9
DOCSOC/1350831 v2/022658-0000
0 0
shall be based upon the total principal amount of Bonds for each series of bonds
authorized and sold and will be computed in accordance with the following
schedule:
Principal 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
Fee
$25,000
$25,000 plus 1/4 of 1% of the
excess over $1,000,000
$38,000 plus 1/10 of 1% of the
excess over $5,000,000
$48,000
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 $35,000. Except as
provided in Section 4 below, Consultant fees are to be billed upon the execution and
delivery 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; and in light of the fixed fee, no itemized bill shall be required
therefor.
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.
10
DOC SOC/1 350831 v2/022658-0000
0 0
PROFESSIONAL SERVICES AGREEMENT
FOR FINANCIAL ADVISOR
This agreement has been entered into this day of , 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 open -space acquisition (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 open -space acquisition 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
Project No. 08194
Attachment 2
9 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,
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
Project No. 08194
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 thirty-six
(36) months from the date hereof or until all Series of Bonds are sold to allocate
the General Obligation Bond Authorization 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 S 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
CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Page 3
Project No. 09194
by reason of the other's acts, errors or omissions, except however, neither will
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 $2,000,000.
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
CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Page 4
Project No. 08194
0 0
be interpreted as if such invalid agreements or covenants were not contained
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
0
Date:
Fieldman, Rolapp & Associates
19900 MacArthur Boulevard, Suite 1100
Irvine, 92612
d4&
By: '✓F a-'
Dt. Sy Zf�O
Approved as to form:
Omar Sandoval, City Attorney
Title:
Title: p t i,C t p k -
CITY OF SAN JUAN CAPISTRANOIFIELDMAN, ROLAPP & ASSOCIATES Page 5
Project No. 08194
E
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 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. Generally, 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
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.
CI'T'Y OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 2
0 0
b. The Consultant shall maintain and update the official statement on its word
processing system until such time as it is near final and suitable for transfer
to the financial printer, in order to minimize the costs of revisions made by
the printer.
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 CAPISTRANOXIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 3
0
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.
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)
11. Recommend Award of Debt Issuance.
Based upon activities outlined in task 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.
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 4
0
E
EXHIBIT B
TO
FINANCIAL ADVISORY SERVICES AGREEMENT
BY AND BETWEEN
CITY OF SAN JUAN CAPISTRANO AND FIELDMAN, ROLAPP & ASSOCIATES
Fees and Expenses
Part 1: 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 Fees
$1 to $30,000,000 $52,500
$30,000,001 and above to be negotiated
Payment of fees earned by Consultant pursuant to this Part I shall be contingent on, and payable
at the closing of the debt issue(s) undertaken to finance the Project. If the General Obligation
Bonds are sold in more than one Series a discount of $17,500 shall be applied to the fees above
for each subsequent Series of Bonds.
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..........................................................
$300.00
Principals.......................................................................
$290.00
Senior Vice President.....................................................
$275.00
Vice Presidents...............................................................
$225.00
Assistant Vice President .................................................
$195.00
Senior Associate.............................................................
$150.00
Associate..................................................................
$125.00
Analyst.............................................................................
$85.00
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, posting of POS on internet, computer, and fax transmission
charges. Advances made on 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
CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Exhibit B, Page 1
• 0
amount is added to verifiable out-of-pocket costs for recovery of costs such as telephone, postage,
document reproduction and the like. Total expenses shall not exceed a cap of $4,500.
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
0 0
RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN
CAPISTRANO REGARDING ITS INTENTION TO ISSUE TAX-EXEMPT
OBLIGATIONS AND TO REIMBURSE THE CITY FROM PROCEEDS OF
SUCH OBLIGATIONS FOR COSTS INCURRED PRIOR TO ISSUANCE
(OPEN SPACE ACQUISITION AND/OR IMPROVEMENTS)
WHEREAS, the City Council of the City of San Juan Capistrano (the
"Issuer") desires to finance the costs of acquiring certain public facilities and
improvements, as provided in Exhibit A attached hereto and incorporated herein (the
'Project");
WHEREAS, the Issuer intends to finance the acquisition of the Project or
portions of the Project with the proceeds of the sale of obligations the interest upon
which is excluded from gross income for federal income tax purposes (the
"Obligations"); and
WHEREAS, prior to the issuance of the Obligations the Issuer desires to
incur certain expenditures with respect to the Project from available monies of the
Issuer which expenditures are desired to be reimbursed by the Issuer from a portion of
the proceeds of the sale of the Obligations;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City
of San Juan Capistrano does hereby, order and determine as follows:
SECTION 1. The Issuer hereby states its intention and reasonably
expects to reimburse Project costs incurred prior to the issuance of the Obligations with
proceeds of the Obligations. Exhibit A describes either the general character, type,
purpose, and function of the Project, or the fund or account from which Project costs are
to be paid and the general functional purpose of the fund or account.
SECTION 2. The reasonably expected maximum principal amount of the
Obligations is $30,000,000, with respect to the Open Space Acquisition and/or
Improvements described at Exhibit A.
SECTION 3. This resolution is being adopted on or prior to the date (the
"Expenditures Date or Dates") that the Issuer will expend monies for the portion of the
Project costs to be reimbursed from proceeds of the Obligations.
SECTION 4. Except as described below, the expected date of issue of
the Obligations will be within eighteen months of the later of the Expenditure Date or
Dates and the date the Project is placed in service; provided, the reimbursement may
not be made more than three years after the original expenditure is paid. For
Obligations subject to the small issuer exception of Section 148(f)(4)(D) of the Internal
Revenue Code, the "eighteen -month limit" of the previous sentence is changed to "three
ATTACHMENT
0
years" and the limitation of the previous sentence beginning with '; provided, ...." is not
applicable.
SECTION 5. Proceeds of the Obligations to be used to reimburse for
Project costs are not expected to be used, within one year of reimbursement, directly or
indirectly to pay debt service with respect to any obligation (other than to pay current
debt service coming due within the next succeeding one year period on any tax-exempt
obligation of the Issuer (other than the Obligations)) or to be held as a reasonably
required reserve or replacement fund with respect to an obligation of the Issuer or any
entity related in any manner to the Issuer, or to reimburse any expenditure that was
originally paid with the proceeds of any obligation, or to replace funds that are or will be
used in such manner.
SECTION 6. This resolution is consistent with the budgetary and financial
circumstances of the Issuer, as of the date hereof. No monies from sources other than
the Obligation issue are, or are reasonably expected to be reserved, allocated on a
long-term basis, or otherwise set aside by the Issuer (or any related party) pursuant to
their budget or financial policies with respect to the Project costs. To the best of our
knowledge, this City Council is not aware of the previous adoption of official intents by
the Issuer that have been made as a matter of course for the purpose of reimbursing
expenditures and for which tax-exempt obligations have not been issued.
SECTION 7. The limitations described in Section 3 and Section 4 do not
apply to (a) costs of issuance of the Obligations, (b) an amount not in excess of the
lesser of $100,000 or five percent (5%) of the proceeds of the Obligations, or (c) any
preliminary expenditures, such as architectural, engineering, surveying, soil testing, and
similar costs other than land acquisition, site preparation, and similar costs incident to
commencement of construction, not in excess of twenty percent (20%) of the aggregate
issue price of the Obligations that finances the Project for which the preliminary
expenditures were incurred.
SECTION B. This resolution is adopted as official action of the Issuer in
order to comply with Treasury Regulation § 1.150-2 and any other regulations of the
Internal Revenue Service relating to the qualification for reimbursement of Issuer
expenditures incurred prior to the date of issue of the Obligations, is part of the Issuer's
official proceedings, and will be available for inspection by the general public at the
main administrative office of the Issuer.
SECTION 9. All the recitals in this Resolution are true and correct and
this City Council so finds, determines and represents.
0
0
PASSED, APPROVED, AND ADOPTED this 7`h day of July, 2009.
MARK NIELSEN, MAYOR
ATTEST:
MARGARET R. MONAHAN, CITY CLERK
EXHIBIT A
DESCRIPTION OF PROJECT
Acquisition of Land for Open Space purposes
Improvements and/or Enhancements to Open Space areas such as:
Parks, and related improvements and amenities
Sports Fields and related improvements and amenities
Walking, Running and Biking Trails
Equestrian Trails and Facilities
Bike Paths
Habitat Restoration
And other similar open space acquisitions, improvements andlor enhancements
32400 PASCO AOICLANTO
SAN JUAN CAPFSTRANO, CA 92675
(949) 493.1171
(949) 493-1053 FAX
N7VN{$RNfNONCarpfvrrana.eox
0 0
MEMBERS OF THE WY COUM:R
SAMALLEVATO
IAURAFREESE
THOMAS W. HROAR
MAW NELSEN
UR. LONDAES USO
NOTIFICATION OF MEETING OF POTENTIAL INTEREST
OF THE SAN JUAN CAPISTRANO CITY COUNCIL
The City Council of San Juan Capistrano will meet at 6:30 p.m. on Tuesday, July 7, 2009 in
the City Council Chamber in City Hall, to consider: "Consideration of Agreements for
Bond Counsel and Financial Advisor Services for Issuance of General Obligation
Bond, Series 2009 Debt Related to the Open Space Measure Y and Reimbursement
Resolution for Costs (Stradling, Yocca, Carlson and Rauth and Fieldman, Rolapp and
Associates) " — Item No. D18.
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 Council and/or by attending the meeting and
speaking to the Council during the public meeting.
Correspondence related to this item must be received at the City Clerk's office by 5:00 p.m.
on Monday, July 6, 2009 to allow time for the Council to consider its content.
If you would like to speak at the meeting, please complete a yellow "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:
citvclerk(a)sanivancapistrano.org.
Meg Monahan, MMC
City Clerk
cc: Stradling, Yocca, Carlson and Rauth; Fieldman, Rolapp and Associates
Strn,harn Ct pharemrv.` Pre _vervhr g Char Pavt to Enhance the f'uture