HomeMy WebLinkAboutAgenda Report - August 5, 2020 C-08AGENDA ITEM c-8
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AGENDA TITLE:
MEETING DATE:
PREPARED BY:
Adopt Resolution Authorizing City Manager to Execute Amendment No. 1 to the
Professional Services Agreement with Fieldman, Rolapp & Associates, of lrvine, for
Municipal Advisory Services, Extending the Contract for Two Years, and Adding
Continuing Disclosure Consulting Services for All City Debt lssuances for a Total Not
to Exceed Amount of $5,000 for the Added Services
August 5,2020
Deputy City Manager
RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute amendment
No. 1 to the Professional Services Agreement with Fieldman,
Rolapp & Associates, of lrvine, for MunicipalAdvisory Services,
extending the contract for two years, and adding Continuing Disclosure Consulting Services for all City
debt issuances for a total not to exceed amount of $5,000 for the added services.
BACKGROUND INFORMATION: The City has used Fieldman, Rolapp & Associates (FRA) as its
Municipal (Financial) Advisor since August 2017. FRA was selected
by the City through a competitive procurement process. ln 2017,
FRA assisted the City in a $7.7 million private placement lnstallment Purchase Agreement refunding of
outstanding Wastewater bonds. ln 2018, FRA assisted the City in a $41.6 million refunding of the City's
outstanding Electric System revenue bonds. h2A20, despite the challenges of the COVID-19 pandemic
and its impacts on globalfinancial markets, FRA assisted the City in a successful $25.3 million refunding
of the City's Water Revenue bonds. These transactions combined have saved the City ratepayers
hundreds of thousands of dollars annually for the next decade or more.
The initial contract with FRA has an expiration date of August 16, 2020, with an option to extend for two
years. Staff recommends extending the contract for two years through August 2A22 due to FRA's
professionalism, proactive approach, and ability to navigate and advise the City through difficult
circumstances. During this period of time, it is anticipated the City will have at least one additional
refunding opportunity when the City's outstanding 2012 Lease Revenue Bonds become callable in the
spring of 2022.
Also included in this amendment is the addition of Continuing Disclosure Consulting Services (CDCS).
City staff has performed CDCS services historically for Lodi. Continuing Disclosure continues to increase
in complexity as additional rules from multiple agencies are added each year. The particular presentation
of information is in ways unique to City staff and differs from typical budget or CAFR presentations.
Consequences of failure to disclosure properly or timely coufd have impacts on the City's credit rating.
FRA is uniquely positioned to assist the City with CDCS due to its familiarity with the City's debt structure
as the City's Municipal Advisor, and its familiarity with Continuing Disclosure obligations and
requirements.
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 enterpriseMAPPROVED:
Stephen Schwabauer, City Manager
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. FRA's fee structure remains competitive
and transaction based. For Municipal advisory services, FRA is only paid on a contingent task order
basis if the City successfully issues bonds.
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 have the authority 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.
FISCAL IMPACT 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. Costs for Continuing
Disclosure Consulting Services will be paid out of existing Fiscal Year
2020121 appropriations.
FUNDING AVAILABLE Funding for future services provided by FRA will be from respective bond
proceeds or paid out of benefitting funds based on approved budgets.
Añ"*Xrrw
Andrew Keys
Deputy City Manager/lnternal Services Director
AMENDMENT NO. 1
FIELDMAN, ROLAPP & ASSOCIATES, INC.
FINANCIAL SERVICES
THIS AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT, made
and entered this __ day of August, 2020, by and between the CITY OF LODI, a municipal
corporation (hereinafter "CITY"), and FIELDMAN, ROLAPP & ASSOCIATES, INC.
(hereinafter "CONTRACTOR").
WI T N E S S ET H:
1.WHEREAS, CONTRACTOR and CITY entered into a Professional Services
Agreement on August 16, 2017, (Agreement) attached hereto as Exhibit 2 and made
a part hereof; and
2.WHEREAS, CITY requests to amend said Agreement to expand the Scope of
Services as set forth in Exhibit 1, attached hereto and made a part hereof; and
3.WHEREAS, CITY requests to increase the annual cost paid to contractor by an
amount not to exceed $5,000 for the services included in Exhibit 1 only, and further
requests to extend the term of the Agreement to and including August 22, 2022; and
4.WHEREAS, CONTRACTOR and CITY agree that services for municipal financings
and other on call financial services covered under the scope of the Agreement will be
subject to the terms and conditions outlined in the terms and conditions of the
Agreement, and will be executed by task order on a per issuance or as needed basis.
CONTRACTOR agrees that it will not begin work on any task without signed
authorization from the City Manager; and
5.WHEREAS, CONTRACTOR agrees to the amendments set forth above.
NOW, THEREFORE, the parties agree to amend the Scope of Services of the
Agreement and increase the fees paid by $5,000.00, as set forth in Exhibit 1, and extend the
term of the Agreement to and including August 22, 2022.
IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this
Amendment No. 1 on ___________ , 2020.
CITY OF LODI, a municipal corporation
hereinabove called "CITY"
STEPHEN SCHWABAUER
City Manager
Attest:
PAMELA FARRIS
FIELDMAN, ROLAPP & ASSOCIATES, INC
hereinabove called "CONTRACTOR"
ANNA SARABIAN
Principal
Assistant City Clerk
Approved as to Form:
JANICE D. MAG DI CH Af,
City Attorney '\:)
Scope of Services and Fee Proposal .a. c .. , or
for Continuing Disclosure Consulting Services �!._ I""' /"
City of Lodi '-!"t;l._,Od{
Jul 1, 2020 cAwonN,a
Introduction
Applied Best Practices ("ABP") has assisted public agencies, non-profit entities and law
firms with after-market municipal debt issuance processes and evaluations since 2008.
ABP's services are designed to assist in fulfilling and documenting continuing
disclosure obligations and to provide the "best practices" in after-market disclosure
management. ABP's continuing disclosure ser vices include:
Annual Filings
✓Preparation and filing of continuing disclosure annual reports;
✓Review and filing of client prepared continuing disclosure annual reports;
✓Preparation and filing of rating change event notices;
✓Year-round credit rating monitoring.
Continuing Disclosure Review
✓Verification of timing and content of past continuing disclosure filings and summarized
in easy follow format;
✓Revision and/or remediation of prior continuing disclosure filings.
CD/AC Annual Filings
✓Preparation and filing of Annual Debt Transparency Reports in connection with
California SB 1029;
✓Preparation and filing of Marks-Roos Yearly Fiscal Status Reports in connection with
the Marks-Roos Bond Pooling Act of 1985, as amended.
ABP works with cities and finance teams throughout the nation in compliance under the
requirements of Rule 15c2-12. With our unique back ground in municipal financial
advisory services and our expertise in continuing disclosure, we can provide an
incomparably detailed and comprehensive product.
The following is a detailed description of continuing disclosure compliances services
that ABP can offer to the City of Lodi (the "City").
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Scope of Services and Fee Proposal .-, c,,v 0,
for Continuing Disclosure Consulting Services kl� /"1 /"
City of Lodi f:;.Lodi
LAI It OHt,/IA Jul 1, 2020
Scope of Services
The following is a detailed description of continuing disclosure services that ABP can offer
to the City.
Dissemination Services of Continuing Disclosure Annual Report
ABP can provide straight dissemination services of continuing disclosure annual reports
to the EMMA Dataport. Such services for the dissemination of continuing disclosure
annual reports include, but are not limited to the following steps:
✓Upon receipt of a continuing disclosure annual report, ABP will:
(i)receive from the City the continuing disclosure annual report and audited
financial statements of the City;
(ii)submit the continuing disclosure annual report and audited financial
statements of the City, with the EMMA Data port; and
(iii)provide confirmation receipts of each submittal to the City.
UNDER THIS SERVICE ARRANGEMENT, ABP IS NOT RESPONSIBLE FOR
PREPARATION OR CONTENT OF THE CONTINUING DISCLOSURE ANNUAL
REPORT, AUDITED FINANCIAL STATEMENTS AND BUDGET REPORTS.
Continuing Disclosure Compliance Review Services
ABP can assist the City with reviewing its compliance with its continuing disclosure
covenants. Such services shall include, but not limited to:
✓Identify all of the debt issuances of the City (the "Transactions") outstanding during
the last five fiscal years (the "Continuing Disclosure Filing Cycles") with continuing
disclosure reporting requirements.
✓Obtain electronic copies of the Official Statements for all the Transactions.
✓Identify and review continuing disclosure requirements and only rating change
event notices (including ratings of the City, bond insurers and credit facility
providers), for each of the Transactions.
✓Research and locate continuing disclosure filings made during Continuing
Disclosure Filing Cycles based on the following data sources:
a.MSRB -EMMA,
b.Bloomberg LP,
c.TM3 -Interactive Data.
✓For each Transaction, enter information into a worksheet identifying the submittal
date of the continuing disclosure filings and the content requirements of the
continuing disclosure filings.
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Scope of Services and Fee Proposal :Ii&, c,,v "'
for Continuing Disclosure Consulting Services j�fct I"' /'
City of Lodi v�odi
July 1, 2020 cA,IFORNIA
✓Prepare a report (the "Report"):
✓Outline our findings from each worksheet.
✓For each rated Transaction, provide a chronological history of all rating changes
(including ratings of the City, bond insurers and credit facility providers), whether
an event notice was submitted for such rating change and how many days after
such event was a notice submitted.
✓Provide suggestive make-up filings with regards to continuing disclosure annual
reports and/or event notices limited to rating changes (including the City and bond
insurer).
✓Participate in discussions with the City and others regarding the Report.
✓Assist in drafting any required make-up continuing disclosure filings and notices.
Termination of Reporting Obligation Notices
ABP can assist the City with the preparation and filing of termination of reporting obligation
notices based upon the full redemption of any Debt Obligation. Such services include,
but are not limited to the following steps:
✓Assist in assembling the termination of reporting obligation notice into a final form; and
✓Submit the termination of reporting obligation notice through the EMMA Dataport.
CDIAC Annual Reporting
ABP can assist the City in connection with the preparation and filing of the CDIAC Annual
Debt Transparency Report ("ADTR") as required by California Senate Bill 1029,
Government Code Section 8855(k) and with the preparation and filing of the CDIAC
Authority or Local Obliger Marks-Roos Yearly Fiscal Status Report ("YFSR") as required
by the Marks-Roos Local Bond Pooling Act of 1985, as amended (Section 6584 et seq.),
Government Code Section 6599.1 (b). Such services shall include, but are not limited to:
✓Determine the City's outstanding debt obligations that require an ADTR and/or
YFSR filing and obtain the respective CDIAC ID number for each issue;
✓Assist the officers or employees of the City designated with responsibility for
continuing disclosure to assemble information necessary for the ADTR and/or
YFSR;
✓Review and supplement any information, in addition to the information required by
the ADTR and/or YFSR, which might be necessary;
✓ Format or assist in formatting such material into a final form for the ADTR and/or
YFSR; and
Page 13
Scope of Services and Fee Proposal •CITY'"
for Continuing Disclosure Consulting Services sJf.__ /"" /.City of Lodi ft;.L,odi
CALIFOr�NIA July 1, 2020
✓Submit the ADTR and/or YFSR through CDIAC and provide a certificate of such
submission(s) to the City.
Additional annual CDIAC filings may be added to this scope upon specific request.
Pricing and Fees
The following outlines our current pricing for each of the continuing disclosure compliance
services described herein.
Straight Dissemination Services of Continuing Disclosure Annual Report
ABP's fee for straight dissemination services of all continuing disclosure annual reports
is $750 per year.
Continuing Disclosure Compliance Review Services
ABP's fee for the preparation of a continuing disclosure compliance review is initially
$3,000 per year. Subsequent updates, such as in connection with multiple bond
financings, within a single year period will be billed at hourly rates.
Preparation and Filing of Termination of Reporting Obligation Notices
ABP's fee for preparation and filing of Rating Notices and Termination of Reporting
Obligation Notices is $300 per notice.
CDIAC Annual Reporting
ABP's fee for the completion and filling of the ADTR and/or YFSR is $500 per year, per
bond issue 1 . ABP will not bill any expense charges to the City in connection with ADTR
and/or YFSR filings unless future fees are imposed on the ADTR and/or YFSR filing
process by CDIAC.
1 Based on the assignment of a CDIAC ID number. Although some bond issues are combined in one official statement, for reporting purposes, if more than one CDIAC ID number is assigned the fee will be applicable per CDIAC ID number.
Page 14
Scope of Services and Fee Proposal .-,cm 0,
for Continuing Disclosure Consulting Services �{e.. f"' /'City of Lodi '{t;Lodl
C/\LIFOfi.fJIA July 1, 2020
Hourly Rates
The table below reflects ABP's current hourly rates.
Expenses
Personnel Hourly Rate
Executive Officer ............................................. $370.00
Principal .......................................................... $340.00
Executive/Senior Vice President.. ................... $325.00
Vice President. ................................................ $270.00
Assistant Vice President ................................. $230.00
Senior Associate ............................................. $195.00
Associate ........................................................ $175.00
Analyst ............................................................ $110.00
Administrative Assistant. ................................... $85.00
Clerical .............................................................. $50.00
Expenses will be billed for separately and will cover, among other things, travel, over
night courier and computer charges. Costs of preparing, printing, or distributing
disclosure materials or related matters and financial, demographic and/or tax data from
outside vendors, may also be billed through to the City upon prior authorization.
Page 15
AGREEMENT FOR PROFESSIONAL SERVICES
ARTICLE 1
Section 1.1 Parties
PARTIES AND PURPOSE
THIS AGREEMENT is entered into on�,.,..201"1 , 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 Scppe 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.
Section 2.1 Scope of Services
ARTICLE 2
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 the 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, qualirications,
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.
Section 3.1 Compensation
ARTICLE 3
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 3.3 Costs
Section 3.4 Auditing
ARTICLE4
MISCELLANEOUS PROVISIONS
Section 4.1 Nondiscrimination
In performing services under this Agreement, CONTRACTOR shall not discriminate in the
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 Indemn ification and Responsibllltv 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 Respo nsibility 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.
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 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 undertal<ing 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 (1 O) 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 Confidentlality
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
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, Severablllty, 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 Cou rt.
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 alte red
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 attach�d exhibits, the
terms of th.is Agreement shalt prevail.
Section 4.18 Severabillty
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.
ATTEST:
�Tu-�A JE IERM.FRAf oLo •
City erk
APPROVED AS TO FORM: ()_a JANICE D. MAGDICH, City Attorney��I
By: /j( {!j_ T'
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:
CITY OF LODI, a municipal corporation
City Manager
FIELDMAN, ROLAPP & ASSOCIA TES, INC.
(Business Unit & Account No.)
Doc ID:
CA:Rev.01.2015
7
Scope of Services
A.General Services.EXHIBIT A Upon completion ofa task order executed by the City Manager and the Contractor, the Contractor
shall perfonn 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 tenns 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 A ward 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 pa1ties.
7.Pinn and Schedule Rating Agency Presentation and fnvestor Briefing�
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 suppott.
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 Entty.
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.Compelitive 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
•Tenns 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 fonnally consummate the award.
12.Provide Pre-Closing and Closjn� 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
upon prior authorization. Additionally, a surcharge of 6% of the compens ation 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 incun·ed through the time of receiving notification of such tennination at
the standard hourly rates shown above, subject to a maximum charge of$ 0.
• EXHIBIT C Insurance Requirements for Contractor The Contractor shall take out and maintain during the life of this
Agreement, insurance coverage as listed below. These insurance policies shall protect Contractor and any
subcontractor performing work covered by this Agreement from claims for damages for personal injury, including
accidental death, as well as from claims for property damages, which may arise from Contractor's operations under
this Agreement, whether such operations be by Contractor, or by any subcontractor, or by anyone directly or
indirectly employed by either of them, and the amount of such insurance shall be as follows:
1.COMPREHENSIVE GENERAL LIABILITY
$2,000,000 Each Occurrence
$4,000,000 General Aggregate
2 .COMPREHENSIVE AUTOMOBILE LIABILITY
$1,000,000 Combined Single Limit
Such insurance shall cover liability arising out of any vehicle (including, owned, hired and non-hired vehicles)
operated in performing any and all services pursuant to this Agreement. Coverage shall be written on ISO form
CA 00 01 12 90, or a later version, that provides liability coverage at least as broad as this form.
3.PROFESSIONAL LIABILITY/ ERRORS AND OMISSIONS
$2,000,000 Each Occurrence
All limits are to be designated strictly for the City of Lodi, its elected and appointed boards, commissions, officers,
agents, employees, and volunteers. All deductibles or self-insured retentions (SIR) must be disclosed to City's Risk
Manager for approval and shall not reduce the limits of liability set forth hereinabove. Insurance policies containing
any deductible or SIR provision shall provide, or be endorsed to provide, that the deductible or SIR may be satisfied
by either the Named lnsured(s) or the City of Lodi.
II is required that any available insurance proceeds broader than or in excess of the specified minimum insurance
coverage requirements and/or limits set forth above, shall be available to City as an additional insured. Furthermore,
the requirements for coverage and limits shall be (i) the minimum coverage and limits specified in these insurance
requirements; or (ii) the broader coverage and maximum limits of coverage of any insurance policy or proceeds
available to the Contractor; whichever is greater.
Contractor agrees and stipulates that any Insurance coverage provided to the City of Lodi shall provide for a claims
period following termination of coverage which is at least consistent with the claims period or statutes of limitations
found in the California Tort Claims Act (California Government Code Section 81 O et seq.).
A copy of the certificate(s) of insurance with the following endorsements shall be furnished to the City:
(a)Additional Named lhsured Endorsement
Pursuant to a separate endorsement (ISO form CG 201 O (11 /85) or a later version, that provides liability
coverage at least as broad as this form) such insurance as is afforded by this policy shall also apply to the City
of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers as
additional named insureds. An additional named insured endorsement is also required for Auto Liability.
(b)Primary and Non-C.ontrjbutory Insurance Endorsement
Additional insurance coverage under the Contractor's policy shall be "primary and non-contributory" and will
not seek contribution from City's Insurance or self-insurance and shall be at least as broad as ISO form CG 20
01 04 13.
NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West
Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an
endorsement, a description of the project that it is insuring.
(c)Waiver of Subrogation
Include a waiver of subrogation against the City of Lodi, its elected and appointed boards, commissions,
officers, agents, employees, and volunteers. A waiver is required for General Liability and Auto Liability.
Page 1 I of 2 pages Risk: rev.03.2016
Insurance Requirements for Contractor (continued)
(d)Limlts,of Coverage
The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or
excess insurance. Any umbrella or excess insurance of Contractor shall contain, or be endorsed to contain, a
provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City
before the City's own i'nsurance or self-insurance shall be called upon to protect the City as a named insured.
(e) Completed Ope-rations Endorsement
For three years after completion of project, a certificate of insurance with a Completed Operations
Endorsement, CG 20 37 07 04, will be provided to the City of Lodi.
(f)Severabillty of Interest ClauseThe term "insured" is used severally and not collectively, but the inclusion herein of more than one insured
shall not operate to increase the limit of the company's liability.
(g) Notice of Cancellation or Change in Coverage EndorsementThis policy may not be canceled nor the coverage reduced by the company without 30 days' prior written
notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi,
CA 95240.
(h) Continuity of Coverage
All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days
prior to the expiration of each ir:isurance policy, Contractor shall furnish a certificate(s) showing that a new or
extended policy has been obtained which meets the minimum requirements of this Agreement. Contractor
shall provide proof of continuing insurance on at least an annual basis during the Term. If Contractor's
insurance lapses or is discontinued for any reason, Contractor shall immediately notify the City and
immediately obtain replacement insurance.
(I)Failure to Comply .
If Contractor fails or refuses to obtain and maintain the required lnsuranee, or fails to provide proof of
coverage, the City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with
interest on the premium paid by the City al the maximum allowable legal rate then in effect in California. The
City shall notify Contractor of such payment of premiums within thirty (30) days of payment stating the amount
paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest
on the first (1 st) day of the month following the City's notice. Notwithstanding any other provision of this
Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails
to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such
termination, Contractor shall immediately cease use of the Site or facilities and commence and diligently
pursue the removal of any and all of its personal property from the site or facilities.
0)Qua!ifled lnsurer(s)
All insurance required by the t13rms of this Agreement must be provided by insurers licensed to do business in
the State of California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are
acceptable to the City. Non-admitted surplus lines carriers may be accepted provided they are included on the
most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements.
Workers Compensation Insurance The Contractor shall take out and maint�in during the life of this Agreement,
Worker's Compensation Insurance for all of Contractor's employees employed at the site of the project and, if any
work is sublet, Contractor shall require the subcontractor similarly to provide Worker's Compensation Insurance for all
of the latter's employees unless such employees are covered by the protection afforded by the Contractor. In case
any class of employees engaged in hazardous work under this Agreement at the site of the project is not protected
under the Worker's Compensation Statute, the Contractor shall provide and shall cause each subcontractor to
provide insurance for the protection of said employees. A waiver of subrogation is required for workers
compensation insurance. This policy may not be canceled nor the coverage reduced without 30 days' prior written
notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA
95240.
NOTE: The City reserves the right to obtai(l a full certified copy of any insurance policy or endorsements
required. !=allure to exercise this right shall not constitute a waiver of the City's right to exercise after the
effective date.
Page 2 I of 2 pages Risk: rev.03.2016
EXHIBITD
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 provid_e 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
perfo1mance 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 isunnecessary 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 orthe integrity of Contractor's management or advisory personnel disclosed, or that shouldbe disclosed, on any Form MA or Form MA-I with the Securities and ExchangeCommission (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://www.sec.gov/cg i-bin/browse-edgar?t1ction =getcompa11y&CI K =000 I 6 l ��...2
TASK ORDER NUMBER ONE
TO
EXHIBIT E
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 tho usand 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
RESOLUTTON NO. 2020-165
A RESOLUTION OF THE LODI CITY COUNCIL
AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT
NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH
FIELDMAN, ROLAPP & ASSOCIATES, OF IRVINE, FOR MUNCIPAL
ADVISORY SERVICES, EXTENDING THE CONTRACT FOR TWO
YEARS, AND ADDING CONTINUING DISCLOSURE CONSULTING
SERVICES FOR ALL CITY DEBT ISSUANCES
WHEREAS, the City contracted with Fieldman, Rolapp & Associates (FRA)
August 2017 to perform Municipal Advisory Services; and
tn
WHEREAS, FRA has assisted the City with three refundings, saving hundreds of
thousands of dollars per year for Lodi residents; and
WHEREAS, the three transactions varied in structure, utility, and complexity given
external market circumstances, allowing FRA to show the City its diverse skills and ability to
react quickly and effectively to challenging circumstances, all while keeping the City's best
interest at heart; and
WHEREAS, FRA is able to provide low-cost and efficient Continuing Disclosure
Consulting Services to the City of Lodi to ensure the City remains compliant with all current
Continuing Disclosure obligations for all outstanding debt issuances; and
WHEREAS, staff recommends that the City Council authorize the City Manager to
execute Amendment No. 1 to the Professional Services Agreement with Fieldman, Rolapp &
Associates, of lrvine, for Municipal Advisory Services, extending the contract for two years
through August 22,2022, and adding continuing disclosure services for all City debt issuances,
for a total not-to-exceed amount of $5,000 for the added services.
NOW, THEREFORE, BE lT RESOLVED that the Lodi City Council does hereby
authorize the City Manager to execute Amendment No. 1 to the Professional Services
Agreement with Fieldman, Rolapp & Associates of lrvine, California, for Municipal Advisory
Services, extending the contract for two years through August 22,2022, and adding Continuing
Disclosure Consulting Services for all City debt issuances, for a total not-to-exceed amount of
$5,000 for the added services.
Dated: August 5,2020
I hereby certify that Resolution No. 2020-165 was passed and adopted by the City
Council of the City of Lodi in a regular meeting held August 5,2020 by the following vote:
AYES: COUNCIL MEMBERS - Chandler, Nakanishi, and Mayor Kuehne
NOES: COUNCIL MEMBERS - Mounce
ABSENT: COUNCIL MEMBERS - None
ABSTAIN: COUNCIL MEMBERS - None
/*,
JENNI
City Clerk
2020-165
CUSMIR