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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. CITY OF SAN JUAN CAPISTRANO/FIEI.,DMAN, ROLAPP & ASSOCIATES Page I FRA Project No. 00075721 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. CITY OF SAN JUAN CAPISTRANOIFIELDMAN, ROLAPP & ASSOCIATES Page 2 FRA Project No. 00075721 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 FILA Project No. 00075721 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. CITY OF SAN' JUAN CAPISTRANO/FIELDMAN, ROLAPP & ASSOCIATES Mage 4 FRA Project No. 00075721 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 .Pre•-- Dat fl� Title- /ri e dl 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 FRA Project No. 00075721 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 FRA Project No. 00075721 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 FRA Project No. 00075721 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. 00075721 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 FRA Project No. 00075721 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. 00075721 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