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Home My WebLink AboutSCRWA - Fieldman, Rolapp & Associates - Bond Financial Advisory aritll of Qf)i!roll Telephone (408) 848-0400 Fax (408) 842-2409 7351 Rosanna Street GilROY, CALIFORNIA 95020-6141 July 23, 1996 Ms. Jennifer L. Branin, Vice President Fieldman, Rolapp & Associates 2100 S. E. Main St., Suite 210 Irvine, CA 92714 Re: Agreement to Perform Financial Advisory Services to South County Regional Wastewater Authority Related to Selection of a New Trustee for the 1992 Series A (Gilroy) & B (Morgan Hill) Revenue Bonds Dear Ms. Branin: The South County Regional Wastewater Authority hereby accepts the July 1, 1996 Fieldman, Rolapp & Associates proposal attached hereto as Exhibit "A" and incorporated herein by ihis reference (hereinafter "Letter Agreement") as modified by the document entitled Amendment to Letter Agreement Between Fieldman, Rolapp & Associates and the South County Regional Wastewater Authority in Regard to 1992 Series A (Gilroy) & Series B (Morgan Hill) Revenue Bonds and Reassignment of Trustee (hereinafter "Amendment to Letter Agreement") attached hereto as Exhibit B and incorporated herein by this reference. Any inconsistencies between the Letter Agreement and the Amendment to Letter Agreement are resolved and . governed by the Amendment to Letter Agreement. Please execute this letter and initial the revision to paragraph III.A at page 2 of the Letter Agreement accepting the terms and conditions of the Letter Agreement as modified and expanded by the Amendment to Letter Agreement. Sincerely, SOUTH COUNTY REGIONAL W ASTEW ATE AUTHORITY ,1996 By: Date: Donald F. Gage Chairperson, Board of irectors Approved as to Form: i<Vk-~~ (J.~ Lmda A. Call on, General Counsel of the South County Regional Wastewater Authority \RPJ\31372101 61-072206943001 '... ....................~ U I I '-~ .i. I . ~J .&. :1:;;JO tt 1 't~t:t:;;J~:;u:::t~.:n:jb U'IJU.. 23 '96 17:07 FIELDMAN ROL,:pp PAGE 3 <PRINTED PAGE 3)] P.3uu~/UU Mt. Jennifer L. Branin. Vice President Fle1dman. Rolapp ct AasooJatel July 23, 1 gge; - ACCEPTANCE Pieldman. Rolapp " AllOciat.. hereby...... to periorm the WYice. deacrihed in &lid according to the terms and conditionl Nt fbnh In the Letter Aareement. attached bereto and lU.;.Q.\.por&tW heroin as Exhibit "A", 10 modi'.. b)' th. AmeadIMllt to , ~I"r AQ:'I'MmImt. JlltIlCItM hertto aDd incorporated herein II Exhibit "I", In accordance with the termI and COnditiODl otthlt lCUer, The siJnator i. authorized to enter into thl. Aartemll1t Oft behalf otFieldman, R.olapp A Auociatel. FIELDMAN, R.OLAPP &: ASSOCIATES Dato: ~ 23 I 1996 By: ~~f~ . ~~. IRPJ.313721.01 61.01:l20IllM3tl01 -2- . ......~~ ~'" -- ._.~u ~JJU n. .~UJJU~~UU . U__ JU.. 22 '96 12:24 F"IELDMAN ROLI=PP . fIINCI.o\U WlU.1AM L.I'l8.DMMr ,..w.~ lAWl1HC1 C. IInlUP THOMAI G. JOHNSIN THOMAS M. DWM., IDUl'HII/Il CAlIJOll"M 0PftCf 21011 MAIN STaIlY SUlTl21D "VlNI, CA '271. 71"66GaQOO 'AX 71....,..1773 NOITN8H CAUrolNIA 0"1(1 S10.'330t0M FAIe ItO.'ll.GO'. CHAmI MIMIO "'ATlONAl AIIOCIATION Of IND.PlNDfNT PUILIC FIN4NCI ADVISORS r"bc, Co \l'lunu:.u I'Hbt. t:.l J P.2 , Fie1dT11an, Rolapp & .AAaociates l,...l:III'INDENT 'INAl\lClAL AOvIJOU TO LCC;AL COVIINMEN~ July 1, 1996 Ms. Andrea Daroca City of Gilroy 7351 Rosanna Street Gilroy, CA 95020-6141 RE: South County Regional Wutewater Authority 1992. Sene. A & B. . Revenue Bonds: R.e-uaianment ofTIU.tee..:...... -. .. ..... . .. ' : . Dear Andrea: . " '. .., : ~ '. :.,: ',~' Y'<".::.': :.... <. ..' '..: ' '" . .., '.:' ~': :..::-: . .... ': .. .' . ," Pursuant to your request, Fieldman, RoJapp & Aa~clatCa:.t~t.financial adVi~r:'~n: ,.. .... the 1992 R.evenue Bonds, ia submitting thi. prOP08al to ',tJte'S,ou~:.COu,rlty:.. Regional Wastewater Authority to perform cenain ,SDancial advisory ..lerVfc~ (u '. . .' >. , defined below) related to the selection of a new .Tt11.stee f9r, the.AuthbJity~s::,,: ,:",'.:". :.,,' Wastewater Authority Revenue Bonds, 1992 Series. A (Giuoy) .andrf (Marian'... '. .. , Hill). . .. . . ... , .. .: We understand that the Authority is in the pro. .o.fr.,lVing .aecoUnting iSlUCI regardina its 1992 Series A and B Revenue. B:ond, ': iJ1d,tbat the. Authority may.. desire to assign current Trustee reponsibilitieS'to a. hew. b~:inltitution, .- " ... '. . ...... , . .. ., . . . '. . . . FieIdman, Rolapp & Associates proposes :i6proVilUiti.eXperti~'inPublic fuiance,". by assisting the Authority with the followm,g:. . .. . I I. The resolution or dilDutea .wtthS~te Strut B.Ii~ : We highly recommend that the AuthQrity. resolve any dispute.. with itl current Trustee, State Street Banlc,',bef'ore as8i8rUngits funds 'to a' new truitee j() that the assignee starta offwith a clean sJ'ate. . '. . ~:. .: .. . . '. '. Upon request by a representative .of the.AuthOrity,.we will limit .the Authority and its legal, Qounsel. d\u:ing.: Wi..resoli.ilion proceu., by' dctennining the approxiinatedtosl ofintere.t. earninal~on,iccountl to date. We will provide other information :8rttlnumericaJ,analyse. aljp~ca1]y requested by the Authority~ll repreleirtative and.attomcy. in detenninina '. good cause to terminate- the Authority's relationship: With State Street. . ". '. . "" ',' -':',:.::': : .', ' ,_ '..: ;':,' I .'. , " '. .' . . . ,". .... ".', ,.' . . " EXHIBIT A .. .a......~ a ....._ (""nOo.. ~ \t'I1Jhll:.&J rMbCo ~) J JU... 22 '96 12: 25 F'IELDI"R'l ROL,:pp P.3 PWNaMt.. WIWAM L. "aDAWll i",.rltr; LAWRINCE Co IOtA.. TtIOM.U G. JOHNseN THOMASM. DI~ IOUMIH ~OI'PlCl n. 2100 Io6A'N ITIIIT JUm210 IIVlNI,CA t2n. 71.. o66G .ISoo '4X 71.....7...1773 NOIlTHIIN C"'''OIlNII\ OI'.,CI I1D'9J3o&096 FAll 510.'U06O!l8 III. CHAllU MlMlII NATIONAL 4llSOC:IATION OfIND~NDiNTPUIUC F1I\IANCf ADYlSOR. , Fieldm~n, Rolapp & Associates lNDe'INDiNT P1NANG\L 40\115015 TO I.OCAI. ClOVEltNMfHT Proposal to South County Regional W utewater Authority July I, 1996 Page 2 '!'he review or e:dltint! inVeltment alfftemenq. We recommend that the Authority review its existing investment agreements (m particular with respect to its Reserve Fund) before conaiderina a chanae of tnlIt.... to determine how current investmentl would be affected by a transfer in trustee custodial care. . . . : : . .' .~..' ". .:. . Upon request by a representative of the AuthOrity; we'Will~.:~si the.' .....:. ../.....~.....: : Authority with the review of its investment".t6.d.em1ine'what.e1Fect a.: ',.:.:.:.::.....: I transferoffundawillhaveoninvestmenta,if~y;'.~..... . ."... .'....;.:.......: . ..... . I The .electlon of . new tnlltee. We recommend.. ~t. ':.th~, ~thorit)' . .'.< . proceed with a bidding process to select a n~ trustee to obtaiJi,the'..lnOst ... . n'.- favorable fees. We propose to a.sut the Authority .With' the:.aOl~on~.. :.. >.. .' .: procell by providing the foUowina service. and, expertise: . ......' ;..' .. ,'... .'. .', : . . I . "I A) We will prepare and distribute a letter:~frequest for Truatee proposal.. (similar to the sample request which is aitachcdHo .8erVe II Trustee on the . Authority's 1992 Series A and B outstanPfua:.Revcnue:Bonds.. Copiea of. the Trust Indentures and Amendm~t8 to the 'TlUltIndenturea wW.. be.: included in the packet which will be~::.emto.".I".IR tU. "'..In. wuI11e.., WIt The letter will emphasize tha.(tho;.AuthoritYjjmost..~terated 'i~,> '. ":.. the qu of services provided 'all~...the.eXp.erience of..the..pariiciliar,..: account re entative that lIVt1uJd. be, .....ned. to the AuthOrity', a<<ounu. The I will uk .for. t~ee. reference. for the'sp.,cific account representative assigne . companies qualifi.ed under t,he Trust .Indentures.to:seJ:ve:as,. Trustee.... .... ..:., .. B) We will anlW~r anY,queetioD! the bidd.;rs mCY.liaVQ.regardina.the outstandiJla bonds, the transfer of funds and 'r'e:...ai~nt of tN.t~. so .. that they can prepare their bids fairJy. , . C) Upon receipt ofthepropo.~; ~eW111 pro~dethe.A~thoritfawritten and numerit analy.iI. As. part.oft,heproC8S8 in completing that analysii, .. we will call the references listed to verity satisfaction of~erience.wlth the. . named representative. Included in our analysil.Wiu .be a .recormn~ation . of the most favorable proposal to. the Authorrt.y;:o.iiedori:tho:relpotUlenu'.. ."j I .', i . .,: .... I .. .'. .; I . I~~~~.~; ~L.: .! ..... ." ~ , .. ..... ...... . ".' '. .. :.... : ..:' . ..'.;, ,...' :'.. i .'. ., .' . :. G \Y~lnl~U ~Hb~ l) J -- ~--~ .... .....u............~~uu I "&:III:. U., JlL 23 '96 17:06 F"IELDMAN ROL,:pp C IICII'1Il 11/22 12:11 IRI 'IT ...."".. J\L II 'is 2,2121 rIE:U)MRN ACll.JiP1D - ........ WllU4M L.......... ....','.. WWIICIc.__ ftlIIMU ......... nIOMAI A6...... .,.,... .......1I,'lIfIQI .11........ ..... III".... INIQ,CA "". "........ '41 71t.,fHtIPn ~GAl."'M."" It......... MX.l.""..... '*lmlMU811 IIMnDNo\l~'nGIll OIIMlWllDlflWl' Pl.IM P1/l141lD 'OWIIII P.2UUD/UU PA;I . C'R'NTID PAl. I) J ft.' 11'.WIir'!~'~2 ~~-='~~ Prop_ 10 Souch COunt\' baioftatWutIwIIIr Authort" 1u1f 1, 19~ Pap 2 II. III. ~. ..... qf,aIltIlI. .....V~ ..........' W. I'IClOIImInd that lilt Authodty NYiew IU exiltina ~ .......... (11 parti_ wi. l'IIpect 10 Ita 1\1III'YI Jund) Won _lid'" . .. of truteu. . detll'mlne how GUI'I1Dt inyettluftt. would b. a!IIc:tId by I trudr 111 tnut.. OUItOdia1 carl. ", ',:' .' ' : ..', '... .,:."::1 , '"..... '''' I. I ~ . , . t,1 , I 't :;', r "'i If.: ,. .t 'I. ': E ,', t. I ,1:,1 .~,I' .,It'.. I : : I' Upon requeat by & l'Ipruentufyt of.. ~:.,. :~~... *'~ .......l~:.:..::-!:.,' kztbority with tAt mtlW..ctJtllnYutment~:.:,,~~.__ a"<1 ~,~'\'..\.: .,,~ t:I'In* at'fImd.wUlhave 0I11D~ II.,;,.~."",.,::.\ . .', ,1\ ~;, (~,~,.\,,'l . "' . I "I . II' Iii" .., I ',' _ I . ~'I 1'1" .'~ ~ \' . I: ,I. I I... 'I' . '. I '." " ' ':, ", , .' \ I," I I . . Tbe IllIeetlftll at. ft_ trultM. W. ~..., ~1:.~,:~~~ritJ, ': .',: ,.: proOlld with I biddtna proCClU to .. I Em O.'IM:moat '.. .,' ~ I !lvcrabl. fee., W. ProPO.I to u.ut iht' .'Witfi".tM~:."~;. ~: r;' ~ ..I.~ ~'. ~" b --" .........ten .." I .._..:..~. I " I ',,,,,,',,. I, ....I.r.e 't "\ ' proalN Y ....wnd.... "'Mil 0....2111.... ... ~'_,III :'., '~.' ,.:;...'. '~:." '. :; , . .1 ..1 I' ',', 'I 1;'1 .' ,I " I. " I 'I 1,1,' , AJ WI wfl] P"I'IfIW d1tt:l~utI . !Itt~~~.r;q'*t .tor rru.t.e ~~:, " .' (Ilmllar to the lamplt requtet which b a.lt~,.~ .., II 1'nucIt em tbt . " AUthDrity', 1"2 11Ii. A and B OU~~__ll~.. Capita ot." , ,', thI TNIt lftclwwt. and Ammcl~ 10 'th.. ''1'Mt .Itid...... wW', be: \: '" tnol~.d iA th. pICket which wUJ b.i~~~ .t:O..~'....R.t)(i:.~ ~.llt~.>. ....., >: hi lito, wflltmphulu th~'~\A~;1f .....,....~ '.:.;, ..,. ~.r\Oo", .:: .,. '.j' ee qu at .tr\iCII pnMdld !...~'..'.''*Plr.lin.. of..i~':part{.... :.'. accowat II tadve that,.",U1d:. ti.:' ....a.. .,'... A~. . . ' '. '..~'.' aceounfl. The will uJc.tbr.(!F.i.,~' tor ~,.~C -....'in1~~: , rtprMIfttativewlgfte. '~M" C~.':' q\l.U.f.i.\f"':Uri~r ~. ~:.> " -.7!e'flP.~t~r.~,:..~,~ ~,.;:.v~~' ar,: ' I, ..... " :' ',_ " "" ~ ',. ' I) We will ..IW.' anY',qp..Uonl ~ bld4.... ~iY:~.'.~\'. .' \ ,". 0UbtudJn& bondl, the uWt., ~!m4J Wi 'r~ Of .."..' Ia .1. _t... .l..... h...J:" 'Lot"' ....&0. . '~' .' " ~ '.' . , . lIIN......,oUlprtparet8iAu..I....,.",. ..,.......'...,,:., '.. ~. ,..:,,'... ~'.. ". " .' ;'. :.... :',...,,1.':........: :,,'...' ':~('~;~""\.' " ::'",~ C) Upon rec.ipt otth~:p~pO'~~~:~it ~t~~"'~\~'d.9~..t.'~iW~ .~:'. ,'::.. .: lad .1I.....e aaaIJail. Iu. ~art. '0l1,lif ~0III1a "~.'itJMit 1IiIbrIIi. '. . WI WW alll lbIldrenoM '1Uhd ~ v.e~ ..d", ~t.~.,wIdi ilia. " '. umld I1prt.entltiYl. ~ud'cI' in 'Our' IftI1Y11* .wm..1I "~I. I . .,~:: af'dl. molt t"avonbl. p'rDp'oNl ~ th~ Au~,;;:~~t:,a~:tb<<tupoDa_' '1 " : . .,' , , '.'. . ~ ,.,1' , , .' ..,' I . .' I . ~ I :, ',', ',.: ' :' "','" 'I I: I' .' 'I ...., 'I I, ~ I' " ~~ :, " ,,', .", I, ;".': " , : ' .. , , . ,.. "; I '... I Ii) I ,.:. !I.',: '... I J' . I'" . I, ,I' I:. ",,' ',I". ;." ~ ", ,_' I 11'1'.1 I ,I \. .' " . . r:"~'1 I ,_ . ", " . . / ~', Of . I, ,I" ," "'~':I',:I I '1 I ,f ,,.Ii,,, " ~ ~. I ',: ,~t':.. ": ,..... ~l I ':,.". '.1',.' ",:~. '~.'., \i,'.' . !.,f f . I I , , ". , ., I' ... 0' \ . I '. ,,') I " ',." 'I." I, , 0" "'I' ., t.. ..', , ... .' " ~ . I L' I " : j '."~''',;,', ' ',.ft I . , ':',1.., c h .~ '.. .. r .. I' 'fl'. ., I ,. .f: '1,- .":', : .., "ll' I I:'" ,," ,~ ,'.... , . '. I .', I I ' .... ,I . .... I., '.,'h... .'1' ". I, .' .. I" .. . .... ,,~,:, ~..' I ~". I '~ :, . . . .. I, " "" .na;....I;.t'v~&.I u.,,-a.. ",,,-.;al .&.;1;10 "1 "lMlO:J:JO:J.3t10 JlL 22 '96 12:25 FIEL~ ROL,:pp ..NCI'AU W1WAA4 t. P1"~ '.";1.... LA_IIII(I G. aou". THOM4I Co /OIfNSIN lHOMA5 M. DlMAI' 50UTHIIN CALIfIOIMA OHICI 2100 MAIN mm sum 210 IImNl, CA !lZ714 71..660.1500 'AX 71..U..1773 NOllTHIIAN CAlII'OINIIl DI'.ICE 510.'33--. fAX'10.'33.,", CHAm. MlMI.1 ""'TION"~ AIIOCIATION Of INIJIIIlINQ..-r PUILIC fINAflICl4DYIIOIU t"Hbt. 't U'IHIUt.U t"Hbt. 't) ] P.4 , Fieldman, Rolapp & Associates INDfJIINOiNT FINANaAl. I\OVISOlU TO LOCAL OOVPN/IIINT Proposal to South County Regional Wutewater Authority July I, 1996 Page 3 overall capabilities, fees and quality of documents. Estimated annual feci for the new trustee servicea are $2,400 per series, plus tranaactiOnl coats, IV. Confirmation th.t funds hive been "oleqi.bed. . We .Wi1J as8i~ with th.e conf1rma.tion that tho fundi have been repJ~Ihe.dln.accOfdance with 'the ., '. ... ; Trust Indentures in the amount. required to. uiure:timdYdCbt:~. ,...:,:'..::~/:. I payments and reseJVe fund stabilization. We Wil1:p~vide..Other~l1ow.up . ..... ....:.:. ::::.'0.'...: : as requested. ,.... . ,... ., . .., ::~." . :.:.:.:.. ,:,:.,:,<<~.:." ... I . . . .~. ... . . . We can prepare bids fOT and assist in the seJ~ori' of ~::bri>ker~..J#~:.:.',::,.' guaranteed inveatment contracta on the re-...igned fundi;. :.if.':deiired!. however, we are not invelment advisors and we. would .not be.. id\i~ 'Qn':. ..~:. :,. the investments of moneys in the various fundI.. ..: '. ". . .::. ....:. ...... ....:.:', .:. ' We propose to be paid hourly at our CUJTent ra~.(se...SChed~e ICA"ffot a':tor.l:., not-to-exceed cost of S5,000, While it is difticulfto deteimine at. this time what the hoUTS, and therefore costs, of-the reaolutioil..P~..,an,~..It(eit1inate ofhoun .:. aDd approxhuate COlts for each of the four~step:..:outfiried in the:proposaJ are..,' '. follows: ; .', .".. ...... . .,. . . .. :E.timated . . &m ~'.': .~ ; '.1 Action Step 1. II, In. N, .... .- " The resolution of disputes with 'State. S.treenBMk .. The review of existing investment .agr.eements, The selection of a new trustee' ': : Confirmation that funds have been replemshed. . '. .8 1 ....1S .1 Sl,2QO. . fSO :.2'250 . '. ---1Qg . . Total Eltimated Fees fOf,IteJ)S j.. 4, as defin~:,. . . 26 . $3,990 .: ,'. We propose that the Authority reimburse US for any.tra~lexp.ense inCwTe.d u a result of a direct request by the Authority tp:attend meetings. .. In addition.. we . . propose that the Authority reimburse us .foraiiy out~f-p'oCker.expenaea)br the'::. Trustee bidding procell (copyini of Trust :Indentut~~::. aitd..Arnendmeilts and. mailing of bid packages). Fees for services rendered.wilJ"::be.dUc'andpayable upon. the Authority's receipt ofFieldman,.Rolapp &. Associ~t~8'..~v.oice.:. . .":". . " .- ,.. ...... ..'. . .'.. . . ,'. .-.... ... .';'. , , .': '. " " ." ... I '. , , . ... . L bLw~lYLU ~"~~ ~'.~a .~~a "' ~~a~~O~~b~ JlL 22 '96 12: 26 F"IELI>r1=lN R()IJFP "'NCI'AU WILLIAM L. ....[)MW r..,,,.. L4W11NC1 C, IOI..UtI . TMOAiW c.JC)HNIfN THOMAI M. OIMAIJ SOU7HIIH CAllI'OllNIA OI'I'ICE 2'. MAIN mY" IUITUfG .IVlNL CA 927.. 714.660 '11,'00 ..uc 7140474.11773 ~Ttff.H CAllPQ.\NI4 OFFICE 510..11.... F4lC 310..31..... CHAml MIMIII NATIONAL ...IIOCIATlON 0' INDII'INDfNT rulllC FINANe. ADvliD.' I"Hbt. l:I <PHINlt.U I"Hbt. 5) ] P.5 , Fieldman, Rolapp &; AsfillV"'iJlltes IIlIOIHNl)5N'r 'INANCIAL AIWISORS TO LOCAL OO\'fltNlollNT Proposal to South County Rtlaional Waatewater Authority 1uly 1, 1996 Page 4 If the Authority desires additional work beyond the scope or this propoaaJ, it will be performed when authorized on a time and expense bai. in accordance with the attached hourly fee schedule. If the Authority delires UI to wiat with the new isauance of any bonds or the retbnding of =dsting bond., we are available to provide those financial advisory services at contingent. feel. to be neaotiated: .when requested to perfomuuch services. ':. '.~... ....: -.:.:.... '...'. . .., .'."1 ", .'. ~ ... Fieldman, Rolapp &. Associates is experienced with illl"stniOt~res..oiPubi~c' ~ce ~,. ..,'~ . ': ...:. used in California. We are ranked consistently B8 one', ~.r ~e.top financial, adViso~. ... '..,:, .' finna in the State, The tirm wu Organized in 19~6.anCi ~pr~'iilJmerout: :~. ..:'. California cities, redevelopment agencies and authonties. 'W~aaree.~..~ce..; ... to be performed pursuant to this proposal shall be p~rmcd. in' accordance: with . . competent prete.lional standards, OUf liability to the1\uthQrity foiUY'~or"'.'.,::~... ." ... professional standard. arising out of or related to this. PrOpoSiJ. shall n.ot.~e~(tihe. :,..... total fees .submitted to the Authority, .. :..' . ;'. . . We are confident that we can be a valuable rea~ce artdiook forWard to assistina the Authority during this resolution process, .. ::. .... . :.) . .1 Respectfully submitted, . .:.,,' ',. :,. . ..., r .. . FIELDMAN, ROLAPP &, ASSOCIATE:S., ~c:r. ~~ Jennifer L, Branin Vice President '. ~ .' . . ," ~ ii.:/(r:lCrapNJp,tiorl .'; . .., . ," ," '. .' ,.. .\ ~ :.. . , .. . . SCHEDULE "A" Princioal. of the Firm . $175 Per Hour Vice President 5150 Per Hour Assistant Vice President $130 Per Hour S~i9t AIIQSii.~e S95 Per Hour ASlociat$ $85 Per Hour Administrative Assistant 54S Per Hour Secretarial Staff SlS Per Hour . Thll rate for the Ma1laging Principal will he 522.5.00 per hour. K:\u3\proj~cts,"11~cl_..dol: /.... . . . : .,r ./ ".INC'''"L5 W1LLIA~ L .IILD.....N - 111II.'''111 !.AWlI,.,CI (l, ROLAr" THOM&Ii O.IOHNI'''' 'HO,",U M. DE""'U SOUTHER,.. C'Llrol"'IA O"'C' 2100 ,..AI'" IiTlnT IiUln2111 'IVI"'Ii, CA '2714 7140"0-11100 FA" 71<4-474-1712 NORYtf'I'" CAU'OINIA OffiCI 1,,,"1$-""6 f"~ I'O-'SS.'O,. CHAITD ~tMll. ,..ATIONAL IloSSOCIATION OF INOIJIE"'DENT PUBLIC F1NANCI,lDVl50I$ k:\u2\'SllSrfp.daO AI Fieldman, Rolapp & Associates II 'NOEPENDENT ',N"NCIAL AOVllOMS TO LOC:AL tiUVIIl"'MINT July 8, 1994 ~&[H]~~~ Mr. Stuart Weiss Corporate Trust and Agency Division Bank of America 333 South Grand Avenue, Suite 1740 Los Angeles, CA 90071 RE: $160,000,000 (approximate amount) 1'94 Series C Special Tax Revenue Bonds for the South Oranae County Public Flnancin: Authority (Foothill Area) Dear Mr. Weiss: The County of Orange hereby requests proposal. from interested parties for trustee services in connection widi a sale of bonds for the above de5cribed financin,. The County expccts the bond issue will be sold and closed in August, 1994. The County is refunding eight Mello-Roos Districts (CFD) under the Marks- Rooa Local Bond Pooling Act of 1985. The escrow for the defeased bonds will continue to be maintained by the current trustee. The CPO I S included in the refunding are as follows: CFD 87-1 (Dimensions Business Park) CPO 87-3 (Mission Viejo) cm 87-4 (Foothill Ranch) cm 87..SA, B. C, 0 (Rancho Santa Margarita) CPO 87-8 (Coto de Caza) The Bonds will be issued as fully registered Bonds in book entry fonn I in denominations of $5.000. A general Scope of Services follows: . StaDe of Services . Bstablish and maintain ceroticate holder . accounts; · Maintain taxpayer 1.0. numbers; . Receive interest payments from County Treasurer/Tax Collector and disburse twice yearly; · Receive principal payments from County Treasurer/Tax Collector and disburse annualIy~ · Process stop payment and stop transfer orders; . Bstablish and implement procedures for replacement of lost checks or certificates; · Maintain correspondence fues. Required Informatipft 1) A description of your trost department's or,anization. Please include number of yean of operation and detailed description of the legal relationship between local offices/aftUiates and home office or parent. 2) Please specify office location and description of duties for each principal function, if the functions are performed in separate locations. . J) Identification of assigned personnel. including location and telephone number, for eac:h primary function. Please note that assigned personnel are expected to be accessible to County Staff to respond to periodic ~uestions on monthly statement. and transactions. 4) Please provide a sample of account trusaction reports or fonnats. S) A list of three public: agency client references (including contact persons and telephone numben) for whIch you are currently providing services. Please intfude reference only for transactions that are similar in size or scope to that being contemplated by the County. SeleCtion Criteria Generally, the selected tnlstce must be legally organized and qualified to do business in California. Selection will be based on the respondents overall capabilities, fees and quality of documents. Responses Respondents are encouraged to respond via telecopier, with hard copy via U.S. mail. to: Fieldman. Rolapp &. Associates 2100 S.B. Main Street, Suite 210 Irvine, CA 92714 Telephone: (714) 660..8500 Telecopy: (714) 474-8773 Responses must be received not later than July 13, 1994 at 12:00 p.m. Questions may be directed to the undersigned. Thank you for your interes.t in Orange County. Very truly yours, FIELDMAN, ROLAPP & ASSOCIATES Thomas M. DeMars, CIPFA Principal TMD/sIp cc: Peter Conlon - County of Orange - TRUSTEES (6/26/96) Julie B. Good Vice President First TrUlt of California SSO South Hope Str~ Suite 500 Los Angeles, CA 90017 Todd Duncan Vice President BNY Trust Company of CA 700 South Flower Street, Suite 200 Los Angeles~ CA 90017 Anne Kokezas Vice President Bankers Trult Company of CA 300 S. Grand Avenue 42nd Los Angeles, CA 90071-280] Dan M. Reser Vice President Dai..lchi Kangyo Bank 555 W, Fifth Street, 3rd Floor Los Angeles, CA 90013-3033 Michael Goedecke Assistant Vice President Barril Trust California 601 S. Figueroa, 49th Floor Los Angeles, CA 90017 Francis 1. Farrell Vice President Chemical Trult Co. of CA SO California Street, 10th Floor San Francisco~ CA 94111 Dianne R" Sullivan Vice President WeD. Fargo 707 Wilshire Blvd, (10) MAC #2818-104 Los Angeles, CA 90017 Stuart Weiss Vice President US Trult Company of CA 515 S, Flower Street Suite 2700 Los Angeles, CA 90071 Fieldma", Rolopp &:AsSOC;Qt.s, 2JOOMattl Sff'eet, SfB, 210,1",ine, CA 92714 (7/4) 660-B5QO AMENDMENT TO LETTER AGREEMENT BETWEEN FIELDMAN, ROLAPP & ASSOCIATES AND THE SOUTH COUNTY REGIONAL W ASTEW A TER AUTHgRITY IN REGARD TO 1992 SERIES A (GILROY) & B (MORGAN HILL) REVENUE BONDS AND REASSIGNMENT OF TRUSTEE ARTICLE 1. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that Fieldman, Rolapp & Associates (hereinafter "CONSULTANT") is an independent contractor and not an employee, agent, joint venturer or partner of the South County Regional Wastewater Authority (hereinafter "SCRW A"). Nothing in this agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between SCRWA and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or b~nefits afforded to SCRW A'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this agreement. ARTICLE 2. COMPENSATION Invoices CONSULTANT shall submit invoices for all services rendered. Payment Payment shall be due within thirty (30) days after receipt of invoice describing the work performed and approved direct expenses incurred during the preceding period. If SCR W A objects to all or any portion of any invoice, SCR W A shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for SCRW A not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for SCRW A, including but not limited to, all costs of equipment used or provided by CONSULT ANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. SCRWA shall not be responsible for any expenses incurred by CONSULTANT in performing services for SCRW A, except for those expenses constituting direct expenses which are preapproved in writing by SCRW A and reimbursement for incidental out-of-pocket expenses at actual cost, such as \RPJ\31371801 64-072306943001 -1- EXHIBIT B copying of Trust Indentures and associated documents and mailing of bid packages for the Trustee bidding process. - ARTICLE 3. OBLIGATIONS OF CONSULTANT Workers' Compensation CONSULTANT agrees to provides workers' compensation insurance for CONSULT ANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to SCRW A and indemnify SCRW A, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. Indemnification of Liability, Duty to Defend A. As Respects Professional Liability: To the fullest extent permitted by law, CONSULTANT shall defend through counsel approved by SCRW A (which approval shall not be unreasonably withheld), indemnify, and hold harmless SCRW A, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULT ANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. Notwithstanding any provision of the Letter Agreement, the limit on CONSULTANT'S liability to SCR W A hereunder is the greater of $1,000,000 per occurrence or the maximum coverage under CONSULTANT'S Professional Liability Insurance policies. B. As Respects Other Liability: To the fullest extent permitted by law, CONSULTANT shall defend through cQunsel approved by SCR W A (which approval shall not be unreasonably withheld), indemnify and hold harmless SCR W A, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees to the extent arising or resulting directly or indirectly from any act or omission of CONSULT ANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. Notwithstanding any provision of the Letter Agreement, the limit on CONSULTANT'S liability to SCRWA hereunder is the greater of $1,000,000 per occurrence or the maximum coverage under . CONSULTANT'S Comprehensive Liability Insurance policies. \RPJ\313718.01 64-072306943001 -2- EXHIBIT B Insurance In ~dition to any other obligations under this Agreement, CONSULTANT shall, at no cost to SCRWA, obtain and maintain throughout the term of this agreement: (a) Comprehensive Liability Insurance, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence and aggregate. As a condition precedent to SCRWA'S obligations under this agreement, CONSULTANT shall furnish evidence of such coverage (naming SCRW A, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above) and requiring 30 days written notice of policy lapse or cancellation, or of a material change in policy terms. Assignment Notwithstanding any other provision of this agreement, neither this agreement nor any duties or obligations of CONSULTANT under this agreement may be assigned or subcontracted by CONSULTANT without the prior written consent ofSCRWA, which SCRWA may withhold in its sole and absolute discretion. State and Federal Taxes As CONSULTANT is not SCRWA'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: *SCRWA will not withhold FICA (Social Security) from CONSULTANT'S payments; *SCRW A will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf; *SCRWA will not withhold state or federal income tax from payment to CONSULTANT; *SCRWA will not make disability insurance contributions on behalf of CONSULTANT; * SCRW A will not obtain workers' compensation insurance on behalf of CONSULTANT. ARTICLE 4. OBLIGATIONS OF SCRW A Cooperation of SCRW A SCR W A agrees to respond to all reasonable requests of CONSULT ANT and provide access, at reasonable times following receipt by SCR W A of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this agreement. \RPJ\313718.01 64-072306943001 -3- EXlllBIT B Assignment SC~W A may assign this agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release any of CONSULT ANT'S duties or obligations under this agreement. ARTICLE 5. TERMINA nON OF AGREEMENT Termination on Occurrence of Stated Events This agreement shall terminate automatically on the occurrence of any of the following events: 1. Bankruptcy or insolvency of either party; 2. Sale of the business of either party; 3. Death of either party. Termination by SCRW A for Default of Consultant Should CONSULTANT default in the performance of this agreement or materially breach any of its provisions, SCRWA, at SCRWA'S option, may terminate this agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this agreement shall include, but not be limited to the following: 1. Not performing work professionally and/or timely. 2. CONSULTANT'S breach of any of its representations. warranties or covenants contained in this agreement. CONSULTANT shall be entitled to payment only for work satisfactorily completed through the date of the termination notice, as reasonably determined by SCRW A, provided that such payment shall not exceed the amounts set forth in this agreement for the tasks described on Exhibit "A" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if SCRWA terminates this agreement due to CONSULTANT'S default in the performance of this agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies SCRW A may have, CONSULTANT shall reimburse SCR W A, within ten (10) days after demand, for any and all costs and expenses incurred by SCR W A in order to complete the tasks constituting the scope of work as described in this agreement, to the extent such costs and expenses exceed the amounts SCRW A would have been obligated to pay CONSULTANT for the performance of that task pursuant to this agreement. Termination for Failure to Make Agreed-Upon Payments Should SCRWA fail to pay CONSULTANT all or any part of the compensation set forth in Article 2 of this agreement on the date due, then if and only if such nonpayment constitutes a \RPJ\313718.01 64-072306943001 -4- EXHIBIT B default under this agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this agreement if such default is not remedied by SCRW A within thirty (30) days after demand for such paymspt is given by CONSULTANT to SCRWA. Transition After Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this agreement. CONSULTANT shall promptly deliver to SCRWA all work done toward completion of its services, and shall act in such a manner as to facilitate any new CONSULTANT'S assumption of duties. ARTICLE 6. GENERAL PROVISIONS Partial Invalidity If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Americans With Disabilities Act of 1990 Throughout the term of this contract, CONSULTANT shall comply fully with all applicable provisions of the Americans With Disabilities Act of 1990 ("the Act") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this contract, subject to the prohibition against assignment and subcontracting contained in Article 4 above. CONSULT ANT shall defend with counsel acceptable to SCRW A, indemnify, and hold harmless SCRW A, its officers, employees, agents, and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation attorneys' fees, that may arise out of any violations of the Act by CONSULTANT, its subcontractors, or the officers, employees, agents, or representatives of either. Conflict of Interest CONSULTANT certifies that no SCRWA employee has any pecuniary interest in the business of CONSULTANT and that CONSULTANT has no interest that would conflict in any manner or degree with the performance of this agreement, and that CONSULTANT has no contract with nor any pecuniary association with the other parties associated with the SCRW A 1992 Series A & B Revenue Bonds. \RPJ\31371801 64-072306943001 -5- EXHIBIT B Attorneys' Fees If aw action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. Governing Law This agreement will be governed by and construed in accordance with the laws of the State of California. \RPJ\313718.01 64-072306943001 -6- EXHIBIT B PRINCIPALS WilLIAM L FIElDMAN R. MICHAEL MCNAMARA lAWRENCE G. ROlAPP SOUTHERN CALIFORNIA OFFICE 2100 S. E. MAIN STREET SECOND FLOOR IRVINE, CA q2714 714.660.8500 FAX 714.474.8773 NORTHERN CALIFORNIA OFFICE 510.9H.6096 FAX 510.QU.60Q8 CHARTER MEMBER NATIONAL ASSOCIATION OF INDEPENDENT l'UBlIC FINANCE ADVISORS m:\mktg\recntadd.gnl Fieldman, Rolapp & Associates INDEPENDENT FINANCI.\L ADVISORS .10 LOCAL COVERNMENT To our previous, current and future clients we are sending this letter to ensure that everyone has our most recent addresses and telephone/fax numbers for both our Northern and Southern California offices, FIELDMAN, ROLAPP & ASSOCIATES Independent Financial Advisors to California Local Government Southern California Northern California 2100 S.E. Main Street, Suite 210 Irvine, CA 92714 r (714) 660-8500 FAX (714) 474..8773 1990 N. California Blvd., Suite 830 Walnut Creek, CA 94596 (510) 933-6096 FAX (510) 933-6098 II For those of you not familiar with our firm, Fieldman, Rolapp & Associates is California's premiere independent financial advisory firm, assisting local government with municipal debt issuance, financial planning and revenue forecasting. Independent financial advisor means that we never participate in the underwriting of securities, or represent developer/private clients, but rather offer our municipal clients an unbiased assessment of their needs and recommend how to best plan, fund and finance those needs. Fieldman, Rolapp & Associates offers the following services: · Bond Marketing - Competitive and Negotiated Sales - GENERAL OBLIGATION BONDS - CERTIFICATES OF PARTICIPATION - REVENUE BONDS - MELLO-ROOS BONDS - T.A~X ..^.LLOCATION BONDS - ASSESSMENT DISTRICT BONDS . Capital Improvement Plans and Debt Capacity Studies · Financing Policy Guidelines (General guidelines & those required for Mello- Roos/SB 1464) · Independent Refunding Analyses We stand ready to assist you with your financial needs, Please direct oral requests for financial advisory services to either Larry Rolapp, Mike McNamara, Bill Fieldman, Tom Johnsen, Tom DeMars or Katrina Heller at the Irvine office or Rick Ashburn in the Walnut Creek office. Any written requests for assistance should be sent to Larry Rolapp in Irvine. Also please feel free to redirect this correspondence to persons within your organization who may also need our services, .' ., 1<-92- April281992 City of Gilroy 7351 Rosanna Street Gilroy, CA 95020-6141 City of Morgan Hill 17555 Peak A venue Morgan Hill, CA 95037 Attention: Mr. Noble Shaw Finance Director, Gilroy Mr. Michael Shelton Finance Director, Morgan Hill RE: Financial Consulting Services Dear Sirs: Pursuant to your request, Fieldman, Rolapp & Associates ("FRA") is pleased to submit this letter agreement (the "Agreement") to the City of Gilroy and the City of Morgan Hill (the "Cities") for municipal financial advisory services to be performed in conjunction with the financing of the proposed Wastewater Treatment Plant project (the "Project"). We understand that the financing will be accomplished with the proceeds of Certificates of Participation or other forms of debt (the "Bonds") to be issued by the Cities and/or a joint powers authority created by the Cities. We have extensive experience in planning and completing the aforementioned method of financing. We offer to assist you in a financial advisory capacity by utilizing and making available to you the research, statistical, and consultant staff of our organization to such extent as may be necessary and helpful. Mr. Richard Ashburn, assisted by Mr. Thomas DeMars and staff, will be directly responsible for providing financial advisory services to you. Our services can be divided into phases, The first phase would be concerned with the financial planning and all other necessary analyses, public meetings, conferences, work sessions, and seminars. The second phase would be concerned with furnishing financial advisory services to be performed in conjunction with the marketing of the Bonds. Phase three would involve other financial advisory services provided to the Cities. , . SERVICES Commencing March I, 1992, we agree to provide the following advisory services in connection with any and all financing requirements as they pertain to the Project: PHASE I I. Preliminarv Survey We will confer with your staff, bond counsel, consulting engineers, and other interested parties for the purpose of making a preliminary survey of the Project and to assist in the formulation of a coordinated plan to finance the Project. II. Attendance at Public Meetings/Conferences We will attend any meetings concerning the Project when requested by the Cities and, in addition, be available to attend meetings and conferences to explain the effects of the proposed financing. III. Consultation/Advice We will be available for consultation and advice until such time as the Bonds issued to finance the Project have been sold. IV. Work Sessions and Seminars We will be available to conduct and/ or participate in work sessions and seminars, which may be held to discuss the Project and methods of public financing. V. Develop A Plan of Finance We will work with each City to develop a Plan of Finance that will consider each City's needs and the needs of the joint project. FRA shall timely perform to the best of its abilities all of its duties and obligations under this Agreement. PHASE II Phase II services will commence after all appropriate action of the Cities has been taken in approving the Plan of Finance and directing FRA and Cities' staff to prepare the sale of the Bonds. Phase I services shall be deemed completed upon commencement of Phase II services. We will perform the following services in conjunction with the marketing of the Bonds. I. Municipal Securities Market Furnish the Cities with information concerning current municipal securities market conditions and make recommendations as to the technical details of the financing, including maturity schedules, funds, covenants, redemption features, and other details which will, in our opinion, make the proposed financing most acceptable to prospective purchasers and, therefore, marketable at the lowest possible interest rate. 2 II. Sale of Bonds At the direction of the Cities, either negotiate a sale of the contemplated Bonds or assist the Cities in calling for competitive bids. A. Negotiated Sale. If it is determined to sell the Bonds by negotiated sale, we will: 1. Selection of Underwriters. Assist the Cities in the selection of one or more qualified underwriters whose reputation, financial strength, and experience will best serve the interests of the Cities. FRA warrants and represents that it has no actual or potential conflict of interest with any underwriter it may suggest or recommend, except as it otherwise discloses in writing prior to any proposal or interview process. 2. Consultation/Advice. Attend any meetings concerning the Project when requested by the Cities and be available for consultation and advice upon request. 3. Negotiated Sale of Bonds. Assist the Cities in negotiating the sale of the contemplated Bonds to the underwriters selected pursuant to sub- paragraph A.I above, and make appropriate recommendations to the Cities. . 4. Financial Review of Documents. Review and provide written comments on the financial aspects of all documents relating to the marketing of the proposed debt including any Official Statement and Purchase Agreement. 5. Due Diligence Meeting. If a due diligence meeting is held, we will participate in such due diligence meeting and assist the Cities in the examination of pertinent financial data. 6. Multiple Sales/Security Review. In the event the authorized debt are sold in more than one sale, we will review the financial terms and conditions of each offering to determine to what extent, if any, the security of each series of Bonds are impacted. B. Sealed Competitive Bids. If it is determined to sell the Bonds at sealed competitive bid, we will perform the following services: 1. Official Statement. Accumulate and compile into an Official Statement economic, financial, and statistical data pertaining to the proposed financing, which Official Statement shall be satisfactory to you. The Official Statement will include the official Notice of Sale. 3 2. Due Diligence Meetings. Prior to the production and distribution of any Official Statement, the Cities agree to hold a due diligence meeting to verify the accuracy of the data contained in the Official Statement and make full disclosure of all pertinent information concerning the economy and finances of the Cities. We will participate in such due diligence meeting and assist you in the examination of pertinent financial data. 3. Production of Official Statement. Under the supervision of the Cities, cause to produce said Official Statement. 4. Distribution of Official Statement. Distribute copies of the Official Statement to known qualified underwriters of municipal securities. 5. Updating of Official Statement. In the event the authorized financing is sold in more than one sale, we will update and distribute copies of the revised Official Statement in accordance with sub-paragraphs B.1., B.2., B.3., and B.4. above. 6. Consultation/Advice. Attend any meetings concerning the Project when requested by the Cities and be available for consultation and advice until such time as the Bonds have been sold. 7. Contact of Underwriters. Make direct contact with a select number of qualified and reputable municipal underwriters in an effort to stimulate bidding on the Bonds. 8. THE BOND BUYER Ad. Placement of an advertisement in THE BOND BUYER announcing the offering of the Bonds prior to the time bids are received for such issue. 9. Attendance at Bond Sales. Attend meetings of the Cities at which bids for the Bonds are received for the purpose of assisting in the computation and evaluation of such bids. III. Rating If deemed desirable, work with recognized rating service(s) in an attempt to obtain an advantageous rating of the Bonds. IV. Insurance If deemed desirable, we will assist the Cities in obtaining an insurance policy providing for guaranteed payment of principal and interest on the Bonds. V. Attendance at Closing We will compute closing figures, including accrued interest, and assist Bond Counsel in the coordination of events of the closing. If a competitive sale is conducted, the Cities agree to furnish the successful bidder, at the closing, a certificate, signed by the appropriate officials of the Cities, acting in their official capacity, to the effect that to the best of their knowledge and belief, 4 and after reasonable investigation, or reasonable reliance on information provided by Fieldman, Rolapp & Associates, a) neither the Official Statement nor any amendment or supplement thereto contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; b) since the date of the Official Statement, no event has occurred which should have been set forth in such an amendment or supplement; nor c) has there been any material adverse change in the operation or financing affairs of the Cities since the date of such Official Statement. VI. Table of Debt Service After the Bonds have been delivered, we will prepare and furnish the Cities a Table of Debt Service which will set forth actual semiannual and annual payments of principal and interest due on the Bonds. PHASE III I. Investment of Proceeds Upon the request of Cities, we will assist the Cities in arranging the prudent investment of proceeds of the Bonds. This includes soliciting proposals from various reputable investment service providers. II. Additional Work If the Cities desire additional work beyond the scope of this Agreement, it will be performed when authorized in writing on a time and material expenses basis in accordance with the fee schedule set forth herein. III. ArbitragelRebate At Cities' (or any Joint Powers Authority formed by Cities) request, assist the Cities with annual arbitrage/rebate set-aside calculations. The Gilroy share of charges for such calculations done by FRA will not exceed $1,500. FEES Phase I Phase I work will be billed in one of three ways: Gilrov Share: Phase I work performed specifically for the benefit of Gilroy's planning and review. Mo~an Hill Share: Phase I work performed specifically for the benefit of Morgan Hill's planning and review. Joint Share: Phase I work performed that benefits both Cities and the anticipated Joint Powers Authority. 5 All work under Phase I will be billed at our current hourly rates as set forth herein. The first $2,500 of the Gilroy Share and the first $2,500 of the Morgan Hill Share is included in Phase II fees shown below, and will therefore be waived. The Joint Share will be payable from the Cities according to the percentage shares for treatment plant construction costs. In the absence of an agreement on such shares, the shares will be: Gilroy, 58%; Morgan Hill, 42%. Phase I fees will be payable at either the date the Bond sale closes, or on October 1, 1992, whichever is earlier. Phase II For all services to be rendered resulting in a competitive sale of the securities hereunder, the Cities will pay us a fee for each sale based upon the following schedule: Par Value of the Bonds Fee $ -0- to $ 3,000,000 to $12,000,000 to $20,000,000 to $30,000,000 to $40,000,000 to $50,000,000 to $60,000,000 and over $ 2,999,999 $11,799,999 $19,999,999 $29,999,999 $39,999,999 $49,999,999 $59,999,999 $19,000 $22,000 $24,500 $27,500 $34,500 $43,500 $52,500 $61,500 If a given bond sale is structured such that both Cities provide security for the bonds, 15% will be added to the above fees due to the additional work in document drafting and disclosure. -or- For all services to be rendered resulting in a negotiated sale, the Cities will pay us a fee based upon the following schedule for each negotiated sale of debt: Par Value of the Bonds Fee $ -0- to $ 3,000,000 to $12,000,000 to $20,000,000 to $30,000,000 to $40,000,000 to $50,000,000 to $60,000,000 and over $ 2,999,999 $11,799,999 $19,999,999 $29,999,999 $39,999,999 $49,999,999 $59,999,999 $15,000 $17,000 $19,000 $22,000 $29,500 $38,500 $47,500 $56,500 If a given bond sale is structured such that both Cities provide security for the bonds, 15% will be added to the above fees. 6 ABANDONMENT In the event the Project is abandoned by the Cities prior to the completion of financing, the Oties agree to pay us a fee equal to (i) our authoriZed expenses incurred from the date of this Agreement to the date of abandonment, not to exceed $5,500.00 plus any out-of-state travel authorized by the Cities, and (it) any fees incurred for services satisfactorily rendered as determined solely by the Cities under Phase I hereof in excess of the respective $2,500 waivers. Upon such abandonment by the Oties, FRA shall immediately stop providing services and incurring expenses, except for any items authorized in advance in writing by the Cities. EXPENSES The Cities will reimburse us for usual and customary out-of-pocket expenses at actual cost not to exceed $5,500.00, including, but not limited to travel, the cost of producing and distributing (but not printing) or updating the Official Statement, costs of financial advertising and costs incurred in connection with travel within California. In addition, if it is possible to obtain a rating on the bonds from Standard & Poor's Corporation and/or Moody's Investor Service and/ or other rating service and/ or if municipal bond insurance is available, the Cities agree to pay for the costs of such rating and insurance. If a trip to New York is necessary and approved by the Cities in advance in writing, our expenses for such trip will be in addition to the $5,500.00 cap. SCHEDULE OF RATES EFFECfIVE lANUARY 1, 1992 $175.00 Per Hour principal of the Firm Vice President/Managing Director $140.00 Per Hour $125.00 Per Hour Assistant Vice President Senior Associate $95.00 Per Hour $85.00 Per Hour Associate $45.00 Per Hour Administrative Assistant $25.00 Per Hour Secretarial Staff 7 PAYMENT Fees based on hourly rates shall be due and payable monthly, with the exception that Phase I billings will be deferred until October 1, 1992, or the bond closing, whichever is earlier. Payment for all services timely and properly rendered and authorized expenses incurred pursuant to this Agreement shall be paid at the closing. In the event of abandonment of the Project, abandonment fees shall be due and payable immediately after such abandonment. ADDITIONAL PROVISIONS Indemnity. FRA will indemnify, defend and hold harmless Cities from and against any and all obligations, liabilities, claims, actions, proceedings, losses, damages, costs and expenses (including, without limitation, attorneys' fees and costs of suit) arising out of or in connection with FRA's negligent acts or omissions, willful misconduct or breaches of duties or obligations in its performance of this Agreement. Insurance Requirements. Requirement. FRA shall not begin work under this Agreement until it obtains the insurance required under this section in form and amount acceptable to Cities and shall maintain the required insurance during the term of this Agreement. If and when requested by Cities, the insurance required hereunder shall specifically name Cities (and its officers, agents, and employees) as an additional insured, Workers' Compensation Insurance. Workers' compensation insurance as required by statute for all FRA's employees. Comprehensive General Liability Insurance. Comprehensive general liability insurance protecting FRA, its officers, agents and employees from claims for damages for personal injury, including death, as well as from claims for property damage which may arise from FRA's performance of this Agreement, whether or not done by FRA or anyone directly or indirectly employed by FRA. Such insurance shall include business automobile liability coverage pertaining to owned, non-owned, hired or borrowed vehicles Evidence of Insurance. FRA shall furnish Cities concurrently with the execution of this Agreement satisfactory evidence of the insurance required and, where applicable, evidence that the insurance carrier has named Cities as an additional insured, together with evidence that each insurance carrier is required to provide Cities with at least thirty (30) days' prior written notice of the cancellation, reduction or amendment in coverage under its respective policy during the period of this Agreement. TERMS This Agreement shall remain in full force and effect until the financing contemplated herein has been completed or the Project is abandoned, whichever first occurs. It is expressly understood that this Agreement does not intend to and is not under any circumstances to be construed as requiring us to perform any services which constitute the practice of law; we are employed in an expert financial advisory capacity only. 8 . . The parties hereto expressly understand and agree that time is of the essence with respect to the performance of each and every term, covenant and condition contained in this Agreement. Fieldman, Rolapp & Associates is not an employee, representative or agent of Cities. All documents, reports or other work product of Fieldman, Rolapp & Associates becomes property of the Cities (and Cities may use such work if they abandon the Project). Fieldman, Rolapp & Associates shall comply and be in compliance with all federal, state and 10callaws, statutes, regulations, rules or licensing requirements applicable to it or the Project at all times and in all respects during the Agreement. Fieldman, Rolapp & Associates shall not assign its rights or interests, or any portion thereof, in this Agreement. Notwithstanding the foregoing, Cities shall be entitled to assign their respective or collective interests or rights in this Agreement. If the foregoing Agreement is satisfactory to you, please take appropriate action to authorize its acceptance by signing and returning the original copy hereof. Respectfully submitted, FIELDMAN, ROLAPP & ASSOCIATES L~->=--Q ~Iff Lawrence G. Rolapp \J ~ Principal LGRj sh 9 CITY OF GILROY ACCEPTANCE May ,1992. :;ESf;::fUd~~ cIt.~ Title: City Clerk Date: Ma 4 1992 APPROV~S:O FORM: By: ~,~ Title: City Attorney Date: May 4, 1992 CITY OF MORGAN HILL ACCEPTANCE By: Title: Date: ,1992. By: Title: Date: ATTEST: 1: IL/d4/-'/ M6.2' 13, 1992 APPROVE~ORM: By: ~~ Tit1e:~c~ u>-r 4~ Date: L 7' L (/ 7 1 ~ ! 10