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Agenda Report - August 16, 2017 C-10
CITY OF LODI COUNCIL COMMUNICATION AGENDA ITEM TM AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute a Professional Services Agreement with Fieldman, Rolapp & Associates, of Irvine, for Municipal Advisory Services MEETING DATE: August 16, 2017 PREPARED BY: Deputy City Manager RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute a professional services agreement with Fieldman, Rolapp & Associates, of Irvine, for Municipal Advisory Services. BACKGROUND INFORMATION: The City has used Lamont Financial Services as its Municipal (Financial) Advisor since 2006. During that time the City issued multiple series of bonds to finance projects and refund outstanding debt. Lamont Financial Services remained the City's service provider during this time without a competitive process to determine best fit or best value to meet the City's needs. In anticipation of a refunding transaction in September 2017 and other possible transactions, Staff distributed a Request for Proposals to 12 firms directly on May 2, 2017, and posted it on the City's website. The City received eight responses to the RFP. Those responses were reviewed by a Staff team based on the qualifications of the firm, qualifications of individuals assigned to the Lodi project, municipal references, fee proposal and a review of the City's existing debt portfolio. Based on this review, it was determined by Staff that Fieldman, Rolapp & Associates (FRA) was the best value firm for the City and the firm most capable of meeting the City's diverse and immediate Municipal Advisory service needs. FRA has a long history of providing quality services to California cities including quantitative analyses, policy development, capital planning and public finance transaction methods, including utility enterprise - backed financings. FRA is a California based firm with the size to meet Lodi's diverse needs. Lodi will have four experienced FRA staff members dedicated to monitoring the City's needs. The firm has been in business providing Municipal Advisory services since 1966. The lead advisory to the City of Lodi has nearly 30 years of experience providing these services to similar agencies in California. Although it is not the deciding factor in a professional services bid, FRA's fee proposal was competitive within the scope of the eight responding firms. In addition, FRA's clear, concisely delivered review of the City's debt portfolio set the firm apart from its competition. The debt review included complex analysis and recommendations presented in clear, plain language and graphs that were easy to interpret, even to non -finance professionals. The attention to detail garnered confidence that Staff can rely on FRA as an extension of existing resources relating to Municipal Advisory Services. APPROVED: Ste y - chwab. ; 1111hity Manager Municipal Advisory services are primarily transaction -based. The proposed contract is for an initial three year term with an optional two-year extension. The contract does not contain a not -to -exceed amount as the number of transactions over that time period is unknown. For transaction -based work, FRA will work on a contingent basis and not be compensated until the transaction closes. The rates for those services are in Exhibit B to the proposed contract. Should Staff determine a debt issuance is necessary, either a refunding or new money issue, the City Manager would enter into a task order with FRA based on the rates in Exhibit B. The City Manager and Deputy City Manager, acting as the Finance Director, will also be able to authorize task orders for special projects not related to a specific debt issuance within their respective purchasing authority outlined in the City's Municipal Code. Task Order No. 1 to the agreement between the City and FRA is included as an attachment to this agreement. The task order includes all transaction -based work for FRA to assist and advise the City on a private placement refunding transaction of the City's outstanding Series 2007A Wastewater Refunding Certificates of Participation. FISCAL IMPACT: FUNDING AVAILABLE: Costs for Municipal Advisory services are primarily paid out of bond proceeds and do not have a direct financial impact on the City's budget. On-call services will be paid out of the respective budgets of the benefiting funds and will only be activated as needed. Based on Staff analysis, the costs for Task Order No. 1 will easily be absorbed by proceeds from the refunding of Series 2007A. Funding for future services provided by FRA will be from respective bond proceeds or paid out of benefiting funds based on approved budgets. 'fritt-ttAfr Andrew Keys Deputy City Manager/Internal Services Director AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on , 20 , by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and Fieldman, Rolapp & Associates, Inc. (hereinafter "CONTRACTOR"). Section 1.2 Purpose CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference. CITY wishes to enter into an agreement with CONTRACTOR for Municipal Advisory Services (hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERVICES Section 2.1 Scope of Services CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A. Section 2.2 Time For Commencement and Completion of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in tlje Scope of Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be counted against CONTRACTOR's contract performance period. Also, any delays due to weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall remain in contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 Meetings CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Staffing CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change. CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY under this Agreement. Section 2.5 Subcontracts Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Term The term of this Agreement commences on August 16, 2017 and terminates upon the completion of the Scope of Services or on August 16, 2020, whichever occurs first. Section 2.7 Option to Extend Term of Agreement At its option, City may extend the terms of this Agreement for an additional one (1) two (2) - year extension; provided, City gives Contractor no less than thirty (30) days written notice of its intent prior to expiration of the existing term. In the event City exercises any option under this paragraph, all other terms and conditions of this Agreement continue and remain in full force and effect. The total duration of this Agreement, including the exercise of any option under this paragraph, shall not exceed five (5) years. ARTICLE 3 COMPENSATION Section 3.1 Compensation CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY. 2 Section 3.2 Method of Payment Prior to each task, CONTRACTOR shall enter into a task order with the CITY. If such task order is to provide general advisory services related to a specific market transaction (hereinafter "DEAL"), CONTRACTOR shall be compensated on a contingency basis for that transaction based on the formulas provided in the Fee Proposal for the specific type of DEAL. If the DEAL is unique, CONTRACTOR and CITY shall negotiate a reasonable method of contingent compensation for CONTRACTOR related to that transaction. Contingency compensation to CONTRACTOR shall be based on a successful DEAL closing. Compensation for DEAL related work shall be due and payable upon a successful DEAL closing and shall be paid only out of proceeds from the DEAL. If the task order is not related to a specific DEAL, CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONTRACTOR's compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal. Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 Auditing CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement. ARTICLE 4 MISCELLANEOUS PROVISIONS Section 4.1 Nondiscrimination In performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, 3 color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Compliance In performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Section 4.3 Indemnification and Responsibility for Damage CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees and costs), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence, sole negligence, or sole willful misconduct of the City of Lodi, its elected and appointed officials, directors, officers, employees and volunteers. CITY may, at its election, conduct the defense or participate in the defense of any claim related in any way to this indemnification. If CITY chooses at its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONTRACTOR shall pay all of the costs related thereto, including without limitation reasonable attorney fees and costs. The defense and indemnification obligations required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein. Section 4.4 No Personal Liability Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. Section 4.5 Responsibility of CITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein. Section 4.6 Insurance Requirements for CONTRACTOR CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference. Section 4.7 Successors and Assigns CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY. 4 Section 4.8 Notices Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: To CITY: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: Andrew Keys To CONTRACTOR: Fieldman, Rolapp & Associates, Inc. 19900 MacArthur Blvd. #1100 Irvine, CA 92612-2445 Section 4.9 Cooperation of CITY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. Section 4.10 CONTRACTOR is Not an Employee of CITY CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not an employee of CITY. CITY shall not direct the work and means for accomplishment of the services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Section 4.11 Termination CITY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for contracts entered into by CONTRACTOR with third parties in reliance upon this Agreement. Section 4.12 Confidentiality CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required 5 by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public Records Act. Section 4.13 Applicable Law, Jurisdiction, Severability, and Attorney's Fees This Agreement shall be governed by the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. In the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin County Superior Court. Section 4.14 City Business License Requirement CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. Section 4.15 Captions The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. Section 4.16 Integration and Modification This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4.17 Contract Terms Prevail All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail. Section 4.18 Severability The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Section 4.19 Ownership of Documents All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all information 6 collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days. CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. Section 4.20 Authority The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. CITY OF LODI, a municipal corporation ATTEST JENNIFER M. FERRAIOLO STEPHEN SCHWABAUER City Clerk City Manager APPROVED AS TO FORM: FIELDMAN, ROLAPP & ASSOCIATES, INC. JANICE D. MAGDICH, City Attorney By: By: Name: THOMAS G.JOHNSEN Title: Principal Attachments: Exhibit A — Scope of Services Exhibit B — Fee Proposal Exhibit C — Insurance Requirements Exhibit D — MSRB Rule G-42 Disclosure Exhibit E — Task Order Number One Funding Source: Doc ID: CA:Rev.01.2015 (Business Unit & Account No.) 7 EXHIBIT A Scope of Services A. General Services. Upon completion of a task order executed by the City Manager and the Contractor, the Contractor shall perform all the duties and services described in Agreement and shall provide such other services as it deems necessary or advisable to accomplish any transaction specified in an authorized Task Order (the "Project"), as previously determined by the City, consistent with the standards and practice of professional municipal advisors prevailing at the time such services are rendered to the City. The City may, with the concurrence of Contractor, 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 Contractor shall assume primary responsibility for assisting the City in coordinating the execution of the Project. Insofar as the Contractor 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 Contractor's proposed Transaction Services may include the following: ▪ Document the Financing Timetable • Review the Official Statement, both preliminary and final • Monitor the Transaction Process • Procure and Coordinate Additional Service Providers, if necessary • Provide Financial Advice to the City Related to Financing Documents • Compute Sizing and Implement 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 Specifically, Consultant will: 1. Document the Financing Timetable. The Contractor 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. Contractor will also prepare and update, as needed, an Interested Parties List. 00168063 2. Monitor the Transaction Process. The Contractor shall have responsibility for the successful implementation of the financing strategy and timetable adopted for the Project. The Contractor 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 Contractor shall coordinate and monitor the activities of all parties engaged in the financing transaction. 3. Review the Official Statement. The Contractor 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. 4. Procure and Coordinate Additional Service Providers. The Contractor may act as the City's representative in procuring the services of fiscal agents or bank trustees, escrow verification agents, appraisers, title insurance or other professionals, at City direction. 5. Provide Financial Advice to the City Relating to Financing Documents. The Contractor shall assist the bond counsel and/or other legal advisors by reviewing the respective financing resolutions, notices and other legal documents. In this regard, the Contractor shall monitor document preparation for a consistent and accurate presentation of the recommended business terms and financing structure issues relating to the Project, it being specifically understood however that the Contractor's services shall in no manner be construed as the Contractor engaging in the practice of law. 6. Compute Sizing and Implement Structure of Debt Issue. The Contractor shall work with the. City's staff, bond counsel and other professionals of the City to implement a financing structure for the Project that is consistent with the City's plans and objectives, that coordinates the transaction with other outstanding issues, that reflects current conditions in the capital markets and is consistent with any prior agreements about the Project between the City and any third parties. 7. Pian and Schedule Rating Agency Presentation and Investor Briefings. The Contractor 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. 00168063 8. Conduct Credit Enhancement Evaluation and Procurement. Upon the City's direction, the Contractor 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. 9. Recommend Award of Debt Issuance. Based upon activities outlined above, the Contractor will recommend accepting or rejecting offers to purchase the debt issue. If, City elects to award the debt issue related to the Project, the Contractor will instruct all parties and help facilitate the actions required to formally consummate the award. 10. Conduct Market Analysis and Evaluate Timing of Market Entry. The Contractor shall provide summaries of current municipal market conditions, trends in the market and how these may favorably or unfavorably affect the City's proposed financing. a. Competitive Sales. For all types of competitive sale of debt, the Contractor 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 • Contact potential bidders • Coordinate bid opening with City officials • Verify bids received and make recommendations for acceptance • Provide confirmation of issue sizing, based upon actual bids received, where appropriate • Coordinate closing arrangements with the successful bidder(s) b. Negotiated Sales. In the case of a negotiated sale of debt, the Contractor shall perform an evaluation of market conditions preceding the negotiation of the terms of the sale of debt and will assist the City with the negotiation of final issue structure, interest rates, interest cost, reoffering terms and gross underwriting spread and provide a recommendation on acceptance or rejection of the offer to purchase the debt. 00168063 This assistance and evaluation will focus on the following areas as determinants of interest cost: • Size of financing • Sources and uses of funds • Terms and maturities of the debt issue • Review of the rating in pricing of the debt issue • Distribution mix among institutional and retail purchasers • Interest rate, reoffering terms and underwriting discount with comparable issues • Redemption provisions 11. Recommend Award of Debt Issuance. Based upon activities outlined above, the Contractor will recommend accepting or rejecting offers to purchase the debt issue. If, City elects to award the debt issue related to the Project, the Contractor will instruct all parties and help facilitate the actions required to formally consummate the award. 12. Provide Pre -Closing and Closing Activities. The Contractor shall assist in arranging for the closing of the financing. The Contractor shall assist bond counsel for such arrangements as they are required, including signing and final delivery of the securities and settlement of the costs of issuance. 00168063 Method of Compensation Part 1 EXHIBIT B Transaction Based Compensation. For services referenced in the Scope of Services for all transaction types, the Consultant will be compensated as described in the table below for a negotiated or competitive public sale of securities: Transaction Size $1 $10,000,001 $20,000,001 $30,000,001 $50,000,001 For a private placement of debt, listed above. to $10,000,000 to $20,000,000 to $30,000,000 to $50,000,000 and above Contingent Fee $32,500 $39,500 $45,000 $50,500 to be negotiated the above Transaction Based Fee will be charged at 80% of that Payment of compensation earned by Consultant shall be continent on, and payable at the closing of the debt issue(s) undertaken to finance the Project. Part 2 Hourly Compensation. For Additional Services referenced in Exhibit A of this Agreement, including Services performed prior to the adoption by City Council, the Contractor 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 Hourly Rate Executive Officer $345.00 Principal $315.00 Principal/Senior Vice President $295.00 Vice President $245.00 Assistant Vice President $210.00 Senior Associate $165.00 Associate $140.00 Analyst $95.00 Administrative Assistant $75.00 Clerical $45.00 Hourly Compensation will be billed on a monthly basis. Expenses Expenses will be billed for separately and will cover, among other things, travel, lodging, subsistence, overnight courier, conference calls, and computer 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. 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 referenced in Part 1 above, presumes attendance at up to three (3) 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, travel to and attendance at more than 3 meetings may be charged at our normal hourly rates referenced above. Abandonment If, once commenced, the services of the Consultant are terminated prior to completion of the Project for any reason, the Consultant will be compensated for professional services and reimbursed for expenses incurred through the time of receiving notification of such termination at the standard hourly rates shown above, subject to a maximum charge of $ 0. land-ElLC ACOR aO�DATE �� CERTIFICATE OF LIABILITY INSURANCE (MM/DDIYYYY) 7/17/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Millennium Corporate SolutionsNoo. # 0L12555 5530 Trabuco Road Irvine CA 92620 CONT' June Smith NAME Ext): (949) 679-6606 WC Nn): (949)679-6706 JALC,License ADDRESS: ilarson@mcsins.com INSURERIS) AFFORDING COVERAGE NAIC # INSURER A :Hanover Insurance 22292 INSURED Fieldman, Rolapp & Associates, Inc. 19900 MacArthur Blvd. #1100 Irvine CA 92612-2445 INSURER B :Underwriters at Lloyds 15792 INSURERC: EACH OCCURRENCE INSURERD: A INSURER E : CLAIMS -MADE I X I OCCUR INSURERF: COVERAGES CERTIFICATE NUMBER:GL/PL/UMB 2017-2018 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS„ EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE , ADOL INSD UM WVD POLICY NUMBER POLICY EFF IMM/DD/YYYY) POLICY EXP IMM/DD/YYYY)- LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS -MADE I X I OCCUR DAGE TO RENTED PRREEMU SES (Ea oceurrence) $ 1,000,000 OH3 A578667 4/1/2017 4/1/2018 MED EXP (Any one person) $ 10,000 PERSONAL&ADVINJURY $ 1,000,000 GGE�EN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 jJ POLICY 1263 -FLOC PRODUCTS - COMP/OPAGG $ 2,000,000 OTHER: Employee Benefits Each EE $ 1, 000, 000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea acc)deml 5 1,000,000 A ANY AUTO OH3 A578667 4/1/2017 4/1/2019 BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ X HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE [Par aoddarHl $ X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 3,000,000 A EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED 0 RETENTION$ 0 OH3 A578667 4/1/2017 4/1/2018 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY SfA rk H U_IE_ ER Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE N / A EL. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) EL DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below EL DISEASE - POLICY LIMIT $ B Professional Liability Retro Date 12/20/2004 I SUA11849CYB1703 Claims Made Policy 6/19/2017 12/19/2018 Occurrence/Aggregate $2,000,000 Retention $250,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is requ red) Re: Proof of Insurance/Evidence CERTIFICATE HOLDER CANCELLATION **For Informational Purposes Only** SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Larson - Smith/JANI ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS025 (201401) EXHIBIT D TO PROFESSIONAL SERVICES AGREEMENT FOR MUNICIPAL ADVISOR BY AND BETWEEN THE CITY OF LODI AND FIELDMAN, ROLAPP & ASSOCIATES, INC. MSRB Rule G-42 requires that municipal advisors provide to their clients disclosures relating to all material conflicts of interest, including certain categories of potential conflicts of interest identified in Rule G-42, if applicable. With respect to all aspects of the relationship between Contractor and the City, Contractor adheres to its fiduciary duty to the City, which includes a duty of loyalty to the City in performing all municipal advisory activities for the City. The duty of loyalty obligates Contractor to deal honestly and with the utmost good faith with the City and to act in the City's best interest without regard to any interest Contractor has or may have. Contractor has a wide range of clients so our success and profitability are not dependent on maximizing short-term revenue generated from individual recommendations to our clients but is instead dependent on long-term profitability based on a foundation of integrity, quality and adherence to our fiduciary duty. Furthermore, Contractor's supervisory structure provides strong safeguards against individual representatives of Contractor violating their duty due to personal interests. Contractor makes the following representations to the City with regard to the Services: A. Other than the compensation described in this Disclosure Statement, we have no other interest, direct or indirect, that would interfere with or impair in any matter or degree the performance of our obligations. During our work on the Services, we do not intend to acquire or obtain any such interest, direct or indirect. If any such interest is acquired or obtained, we will immediately advise the City. B. We have not provided any gift or consideration to any officer, employee or agent of the City to either obtain the Agreement or any assignment from the City, including the Services. Neither our firm, nor its officers or employees will provide any such gift or consideration to any officer, employee or agent of the City to influence decisions with regard the Services or our obligations under the Agreement. C. Our compensation for the Services is based on the size of the Project and is contingent on the completion of the Project. While this form of compensation is customary in the market for financial services to municipal entities, this may present conflict of interest as we would have an incentive to recommend to the City the Project even if it is unnecessary or provides insufficient benefit or advise the City to increase the size of the Project. This potential conflict is mitigated by Consultant's fiduciary duty to the City. Information Regarding Legal Events and Disciplinary Actions MSRB Rule G-42 requires that municipal advisors provide their clients disclosures of legal or disciplinary events material to the evaluation of the municipal advisor or the integrity of the municipal advisor's management or advisory personnel. Contractor sets out required disclosures and related information below: A. There are no legal or disciplinary events material to the City's evaluation of Contractor or the integrity of Contractor's management or advisory personnel disclosed, or that should be disclosed, on any Form MA or Form MA -I with the Securities and Exchange Commission (the "SEC"). Contractor's most recent Form MA and each most recent Form MA -I filed with the SEC are available on the SEC's EDGAR system at: http:/Iwww.sec.govlcgi-binlbrowse-edgar?action—getcompany&CIK-0001 b 12429 EXHIBIT E TASK ORDER NUMBER ONE TO PROFESSIONAL SERVICES AGREEMENT FOR MUNICIPAL ADVISOR BY AND BETWEEN THE CITY OF LODI AND FIELDMAN, ROLAPP & ASSOCIATES, INC. The City has, previous to the Contractor's selection and engagement, determined to sell bonds refunding outstanding Series 2007 A Wastewater Bonds via a private placement (the "Project") to Farmers & Merchants Bank (the "Bank). The City of Lodi (the "City") and Fieldman Rolapp & Associates, Inc. (the "Contractor"), execute this Task Order Number 1 (the "Task Order") authorizing the Contractor to perform services for the City. The scope of this task order shall include Transaction Based Services specific to a private placement within Exhibit A of the original contract to execute through a private placement transaction the refunding of the City's outstanding Wastewater System Revenue Certificate of Participation 2007 Series A (the "Transaction").These activities are specified below. The City shall compensate the Contractor based upon the formula defined in Exhibit B of the original agreement. The total compensation for this task order for Transaction Based Services shall be twenty six thousand dollars ($26,000) payable upon a successful closing of the Transaction. Should a different transaction method be selected, the City agrees to modify total compensation as provided in Exhibit B. This agreement is entered with the Contractor having advanced knowledge that the City has elected to pursue a private placement. It is noted that this selection was made in advance of the City engaging the Consultant on the Transaction and the Consultant had no role in advising the City to select this mechanism or in selecting the Bank as the funding institution on the Transaction. Determination of the par amount of the Project is not based on any advice or recommendation of the Contractor but will be determined by the cost of issuance, cost to redeem the bonds to be refunded and establishment of an escrow sufficient to redeem the outstanding bonds. STEPHEN SCHWABAUER City Manager By: Name: Title: • Document the Financing Timetable • Monitor the Transaction Process • Procure and Coordinate Additional Service Providers, if necessary • Provide Financial Advice to the City • Document the Financing Timetable • Monitor the Transaction Process • Procure and Coordinate Additional Service Providers, if necessary • Provide Financial Advice to the City Related to Financing Documents • Compute Sizing and Implement Structure of the Debt Issue • Recommend Award of Debt Issuance • Provide Pre -Closing and Closing Assistance RESOLUTION NO. 2017-155 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH FIELDMAN, ROLAPP & ASSOCIATES, OF IRVINE, FOR MUNICIPAL ADVISORY SERVICE AND APPROVING TASK ORDER NO. 1 TO THE AGREEMENT WHEREAS, the City issued a Request for Proposals (RFP) on May 22, 2017, that was distributed to twelve firms and posted to the City's website; and WHEREAS, the City received eight responses to the RFP, all of which were qualified responses, and all of which were reviewed by a staff committee; and WHEREAS, the review committee scored the responses based on qualifications of the firms, qualifications of assigned professionals, municipal references, fee proposals, and a review of the City's existing debt portfolio; and WHEREAS, Fieldman, Rolapp & Associates (FRA) was deemed the most qualified and the firm providing the best value to the City of the eight responding firms; and WHEREAS, based on the proposal, FRA has all the resources necessary to serve the City's immediate and diverse Municipal Advisory Services needs; and WHEREAS, staff recommends the City Council authorize the City Manager to execute a Professional Services Agreement with Fieldman, Rolapp and Associates, of Irvine, for Municipal Advisory Services and approving Task Order No. 1 (Task Order total $26,000) to the Agreement. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to: 1.) Execute a Professional Services Agreement with Fieldman, Rolapp & Associates, of Irvine, California, for Municipal Advisory Services; 2.) Execute Task Order No. 1 to the Agreement ($26,000); and 3.) Execute Task Orders for future transactions based on the rates outlined in Exhibit B of the agreement. Dated: August 16, 2017 I hereby certify that Resolution No. 2017-155 was passed and adopted by the City Council of the City of Lodi in a regular meeting held August 16, 2017 by the following vote: AYES: COUNCIL MEMBERS — Chandler, Johnson, Mounce, Nakanishi, and Mayor Kuehne NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None NNIFER�' . FERRAIOLO -City Clerk 2017-155