13-0604_FIELDMAN, ROLAPP & ASSOCIATES, INC._Professional Services AgreementPROFESSIONAL SERVICES AGREEMENT
FOR FINANCIAL ADVISOR
This agreement has bden enteredinto this 01 day of i�A , 2013 by and between the
City of San Juan Capistrano, [California] (the "City") and Fieldm.an, Rolapp & Associates, Inc.
(herein, the "Consultant").
WHEREAS, the City desires independent financial advisory services to be performed in
connection with refunding of outstanding bonds related to water improvement projects (herein,
the "Project"); and
WHEREAS, the City desires to retain the professional and technical services of the Consultant
for the purpose of refunding; outstanding debt, (herein, the "Services");
WHEREAS, the Consultant is well qualified to provide professional. financial advice to 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
Project 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 Requested Services.
The City may request that Consultant provide additional services beyond the
scope of those referenced in Section I above and specifically listed in Exhibit A
to this Agreement. 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 shall not be conducted by the
Consultant without prior written authorization from the City. 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.
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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.
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 1.5c2-12 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 this Agreement,
including Additional Services requested by the City, the Consultant's
compensation will be as provided in of Exhibit B attached to this Agreement,
3.02 Payment of Consultant's expenses shall be made at the time and in the form as
provided for in Exhibit B to this Agreement.
3.03 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, and there has been a
written notification to the Consultant of an abandonment of the Project by the
City.
3.06 The schedule of Consultant fees set forth in this Agreement and Exhibits is
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 perforin the services
under this Agreement. Consultant shalt make available other qualified personnel
of the firm as may be required to complete Consultant's services. The City has
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.
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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 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. The City acknowledges that
the Consultant is required to comply with applicable laws governing disclosure
of public information.
,Section 10 Indemnification.
To the fullest extent permitted by law, Consultant agrees to protect, defend, and
hold harmless the City and its elective and appointive boards, officers, agents,
and employees from any and all claims, liabilities, expenses, or damages of any
nature, including attorneys' fees, for injury or death of any person, or damages of
any nature, including interference with use of property, arising out of, or in any
way connected with the negligence, recklessness and/or intentional wrongful
CITY OF SAN JUAN CAPISTRANO/FIFLDMAN, ROLAPP & ASSOCIATES Page 3
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conduct of Consultant, Consultant's agents, officers, employees, subcontractors,
or independent contractors hired by Consultant in the performance of the
Agreement. The only exception to Consultant's responsibility to protect, defend,
and hold harmless the City, is due to the negligence, recklessness and/or
wrongful conduct of the City, or any of its elective or appointive boards, officers,
agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether
any insurance policies are applicable. The policy limits do not act as a limitation
upon the amount of indemnification to be provided by Consultant.
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 tirnes
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 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.
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1.3.02 All. agreements contained herein are severable and in the event any of them shall
be held to be invalid by any competent court, this Agreement shall be interpreted
as if such invalid agreements or covenants were not contained 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.
CIT F SA Jli CAPISTRANO
By: Title:
Date:
FIELDMAN, ROLAPP & ASSOCIATES, INC.
19900 MacArthur Boulevard, Suite 11.00
Irvine,,C,A 92612
By: . 4 4 2u
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CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLAPP chi ASSOCIATES Page 5
FRA Project No.
00075721.
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 described in Section 1 of this Agreement
and shall provide such other services as it deems necessary or advisable to accomplish the
Project, consistent with the standards andpractice 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 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 compensation described in
Exhibit B to this Agreement.
B. Transaction 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 fallowing:
+ 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 Related 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 CAPISTRANOIFIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 1
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Specifically, Consultant will:
Establish the Financing Obiecti.ves.
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. Upon direction o1' the City, the Consultant shall review 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.
b. The Consultant shall post the official statement on its website at
www.fieldman.com.
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.
G. Provide Financial Advice to the City Relating to Financing Documents.
Simultaneous with the review 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
CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROI,APP & ASSOCIATES Exhibit A, Page 2
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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 Sizin and Desi n 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 Ratin A enc Presentation and Investor Briefin s.
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.
10. Conduct Market Anal sis 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 dent, 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)
CITY OF SAN JUAN CAPISTRANO/FIELDMAN, ROLA.PP & ASSOCIATES Exhibit A, Page 3
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I Recommend Award of Debt Issuance.
Lased upon activities outlined in Task 1.0(a) and 10(b) above, the Consultant will
recommend accepting or rejecting offers to purchase the debt issue. If the City elects
to award the debt issue, the Consultant will instruct all parties and help facilitate the
actions required to formally consummate the award.
1.2. 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/FIEI.DMAN, ROL.APP & ASSOCIATES Exhibit A, Page 4
FRA Proiect No.
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EXHIBIT B
TO
PROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADVISOR
BY AND BETWEEN
THE CITY OF SAN JUAN CAPISTRANO
AND
FIELDMAN, ROLAPP & ASSOCIATES
Compensation and Expenses
Part I: 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, the Consultant will be
compensated as described in the table below:
Transaction Fees
San Juan Basin Authority Lease Revenue Bonds $40,500
San Juan Capistrano Public Finance Authority COPS $37,500
Series 2002 and 2004
Payment of compensation earned by Consultant pursuant to this Part 1 shall be contingent on, and
payable at the closing of the debt issue(s) undertaken to finance the Project.
Part 2: Additional Services
Upon authorization of the City in writing of Additional Services to be provided and unless agreed
to otherwise, financial advisory services performed pursuant to Section 2 of this Agreement will
be compensated at the then current hourly rates. The table below reflects the rates in effect as of
the date of execution of this Agreement.
Personnel Hoariv Rate
Executive Officers............................................................ $300.00
Principals ............................. .............. ........................... I... $290.00
Senior Vice President....................................................... S275.00
Vice Presidents................................................................. $225.00
Assistant Vice President ................................................... $195.00
Senior Associate............................................................... $150.00
Associate........................................................................... $125.00
Analyst................................................................................ $8.5.00
Administrative Assistants ................................................... $65.00
Clerical................................................................................ $35.00
Hourly Compensation will be billed on a monthly basis.
CI`T'Y OF SAN JUAN CAPISTRANO/F IELDMAN, ROLAPP & ASSOCIATES Exhibit B, Page I
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Expenses
Expenses will be billed for separately and will cover, among other things, travel, lodging,
subsistence, overnight courier, conference calls, 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
compensation amount is added to verifiable out-of-pocket costs for recovery of costs such as
telephone, postage, document reproduction and the like. Expenses for the San Juan Basin
Authority Lease Revenue Bonds will be capped at $3,500 and for the City of San Juan Capistrano
Public Financing Authority Revenue COP'S will be capped at S 1,500.
Limiting Terms and Conditions
The above compensation 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, the Consultant will be compensated for professional services and
reimbursed for expenses incurred through the time of .receive notification of such termination at
the standard hourly rates shown above, subject to a minimum charge of $0
CITY OF SAN JUAN CAPISTRANOIFIELDMAN, ROLAPP & ASSOCIA'T'ES Exhibit B, Page 2
FRA Project No.
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32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 F°AX
www.saiyuancapistrana. nrg
TO:
Fieldman, Rolapp & Associates
19900 MacArthur Blvd., Suite 1100
Irvine, CA 92612
DATE: June 11, 2013
FROM: Manny Ruelas, Office Assistant (949) 443-6308
RE: Professional Services Agreement for Financial Advisor.
MEMBERS OF THE CITY COUNCIL
SAM ALLEVATO
ROY L. BYRNES. M.D.
LARRY KRAMER
DEREK REEVE
JOHN TAYLOR
Thank you for maintaining 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
the agreement. If you have questions related to insurance requirements, please call Manny
Ruelas, Office Assistant at (949) 443-6308.
If you have questions concerning the agreement, please contact Cindy Russell, Chief Financia
Officer at (949) 443-6301.
Enclosed is an original agreement for your records.
Cc: Cindy Russell, Chief Financial Officer
San Juan Capistrano. Preserving the Past to Enhance the Future
Printed an 10(1 % recycled paper