HomeMy WebLinkAbout1996-10-22; City Council; 13862; CARLSBAD MUNICIPAL GOLF COURSE BOND COUNSEL AND FINANCIAL ADVISOR1 .. b .
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I./ Y OF CARLSBAD - AG - DA BILL I h ‘2
DEP AB# /5d?6z TITLE:
MTG. !n,n7/95 CARLSBAD MUNICIPAL GOLF COURSE CITI
DEPT. CM BOND COUNSEL AND FINANCIAL ADVISOR cln
RECOMMENDED ACTION:
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Adopt Resolution No. Tk39’appointing Jones Hall Hill and White to act as Bond Counsel
on behalf of the City of Carlsbad in any bond issue related to the financing of the Carlsbad
Municipal Golf Course.
Adopt Resolution No. ?d-&C?3 appointing Fieldman Rolapp to act as financial advisor to the
City of Carlsbad in the development of a financing program and the issuing of any debt to
finance the Carlsbad Municipal Golf Course.
ITEM EXPLANATION:
The City staff is continuing to work on the development of an 18 hole municipal golf course.
As the work progresses and the City gets closer to being ready to issue debt or create a
financing program for the project it is important to assure that the project structure, proposed
financing plan, operating pro-forma data, and other fiscal matters are in order. This includes
allowing for adequate legal review, and the review of an expert in the area of debt issues and
markets
The staffis recommending that the City Council adopt two resolutions that will accomplish the
following:
I) Name the City’s bond counsel - a necessary member of the bond financing team
responsible for legal matters related to the bond issue. StaEis recommending that the
Council authorize the hiring of Jones Hall Hill and White, a bond counsel firm with
expertise in golf course financings. Jones Hall Hill and White worked with the City on
the Hosp Grove issue in 1988. The City Attorney concurs with this recommendation.
Name the City’s financial advisor - an independent party who can review the proposed
financing structure to help assure that any bond issue is structured in a way that is
advantageous to the City as well as fair to the bond buyer. StafFis recommending that
Council retain the firm of Fieldman Rolapp and Associates to provide this service for
this project. The staff solicited three proposals fi-oin well established financial advisors,
and is recommending Fieldman Rolapp based on the quality of their past experience.
The other firms considered were Public Financial Management (PFM) and Bartel Wells
and Associates Both are excellent firms and may be used by the City on hture
projects.
2)
The cost for bond counsel services will be based on a percentage of the bond issue sold to
finance the golf course. All compensation to bond counsel will be made from the proceeds of
the issue. If bonds are not sold, the City is not liable for payment of bond counsel costs. On a
$10 million issue, bond counsel costs would be $45,000.
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Page Two of Agenda Bill No. /3 ,J&L 1
The fees paid to the financial advisor will be $12,000 for the first phase of services - worlung
with the City on the structuring of the golf course financing plan. An additional fee of $15,000
to $22,000 will be paid to the financial advisor when the bonds are issued. The actual amount
of the additional payment will be based on the size of the resulting issue. The payment for the
first $12,000 will be paid from the golf course enterprise fund balance. Any additional fees will
be paid from bond proceeds.
Staff is recommending that Council adopt the resolutions which authorize the Mayor to
execute agreements with Jones Hall Hill and White, and Fieldman Rolapp and Associates.
FISCAL IMPACT:
The hiring of bond counsel and a financial advisor will cost the City between $60,000 and
$70,000. The majority of this cost is contingent on the sale of bonds. If bonds are not sold the
City is not required to pay for the services of bond counsel, or for the financial advisor sedces
to bring an issue to market. The financial advisor will provide services prior to the creation of
a debt based financing plan. The City will pay $12,000 for these services.
The golf course enterprise hnd currently has a hnd balance of approximately $825,000. All
costs related to the golf course will be paid from this balance, or from the proceeds of any
subsequent bond issue.
EXHIBITS:
1.
on behalf of the City of Carlsbad for any bond issue related to the financing of the Carlsbad
Municipal Golf Course.
2.
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City of Carlsbad on the development of a financing program and the issuance of any debt to
finance the Carlsbad Municipal Golf Course.
4.
Resolution No. % -d#yappointing Jones Hall Hill and White to act as Bond Counsel
Jones Hall Hill and White Bond Counsel Ageement.
Resolution No. 96-333 appointing Fieldman Rolapp to act as financial advisor to the
Fieldman Rolapp Financial Advisor Agreement.
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RESOLUTION NO . 96-349
A RESOLUTION OF THE CITY OF CARLSBAD, CALIFORNIA,
APPOTNTING JONES HALL HILL AND WHITE TO ACT AS
BOND COUNSEL ON BEHALF OF THE CITY OF CARLSBAD
FOR ANY BOND ISSUE RELATED TO THE FINANCING OF
THE CARLSBAD MUNICIPAL GOLF COURSE
WHEREAS the City Council of the City of Carlsbad has adopted a legislative platform
that includes the opposition to measures that would change revenue allocations which would
negatively affect local government, including the reallocation of sales tax revenues, and
WHEREAS, the City of Carlsbad has been diligently pursuing the construction of a
municipal golf course to serve the recreational needs of the citizens of Carlsbad; and
WHEREAS, the City of Carlsbad may elect to issue one of several forms of debt to
provide the financial resources necessary to knd the construction of a municipal golf course;
and
WHEREAS, the City of Carlsbad will require the services of an experienced bon
counsel to assure that any debt issue structured to achieve this goal will be consistent with all c
the laws, rules, and procedures mandated by the state and federal government in order t
receive favorable treatment in the bond market; and
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WHEREAS, the firm of Jones Hall Hill and White has the necessary expertise to assi
the City with this financing.
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NOW, THEWORE, BE IT RESOLVED by the City Council of the City of Carlsbad.
California, that the Mayor is hereby authorized to execute the agreement with the firm or Jone:
Hall Hill and White for bond counsel services.
PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council 01
the 22nd dayof OCTOBER , 1996, by the following vote, to wit:
AYES:
NOES. None
ABSENT’ None
Council Members Lewis, Nygaard, Kulchin, Finnila, Hall
ATTEST,
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ALETHA L RAUTENKRANZ, City Clerk
(SEAL)
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RESOLUTION NO , 96-350
A RESOLUTION OF THE ClTY OF CARLSBAD, CALIFORNTA,
APPOINTING FIELDMAN ROLAPP TO ACT AS FINANCIAL ADVISOR
TO THE CITY OF CARLSBAD ON THE DEVELOPMENT OF A
FINANCING PROGRAM AND THE ISSUANCE OF ANY DEBT TO
FINANCE THE CARLSBAD MUNICIPAL GOLF COURSE.
WHEREAS, the City of Carlsbad has been diligently pursuing the construction of i
municipal golf course to serve the recreational needs of the citizens of Carlsbad; and
WHEREAS, the City of Carlsbad may elect to issue one of several forms of debt tc
provide the financial resources necessary to hnd the construction of a municipal golf course
and
WHEREAS; the City of Carlsbad may need to seek the advice of a financial consultin!
firm with experience in golf course funding strategies from time to time as a final financing pla
is developed; and
WHEREAS, the City of Carlsbad will require the services of an experienced financiz
advisor to assure that any debt issue structured to achieve these goals will be consistent with a
of the expectations of the bond market, will receive a favorable bond rating, and will be able tc
be sold at the most favorable interest rate possible; and
WHEREAS, the firm of Fieldman Rolapp has the necessary expertise to assist the Cit
with this financing.
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NOW, THEWORE, BE IT RESOLVED by the City Council of the City of Carlsbad,
Cdifomia, that the Mayor is hereby authorized to execute the agreement with the h or
Fieldman Rolapp for financial advisor services.
PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council on
the 22nd dayof OCTOBER , 1996, by the following vote, to wit:
AYES: Council Members Lewis, Nygaard, Kulchin, Finnila, Hall
NOES: None
ABSENT: None
ATTEST:
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\ LC! '.' -\ KLETHA L. RAUTEMRANZ, City Clerk
(SEAL)
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JONES HALL HILL & WHITE,
A PROFESSIONAL LAW CORPORATION
ATTORNEYS AT LAW
AGREEMENT FOR LEGAL SERVICES
GOLF COURSE PROJECT
THIS AGREEMENT, made and entered into this 2a day of OCTOBER , 1996 and between the CITY OF CARLSBAD (herein called the "City"), and Jones Hall Hi
White, A Professional Law Corporation, Four Embarcadero Center, 19th Floor,
Francisco, California 941 11 (herein called "Attorneys");
W I T N E S S E T H:
WHEREAS, the City intends to finance the acquisition and constructior
improvements on City-owned land which will create a new golf course (the "Proj
through the issuance of revenue bonds or lease revenue bonds to be issued by a j
exercise of powers agency to be created by the City and another public agency (a "JPA"
through the execution and delivery of certificates of participation representing the rigf
receive lease payments payable by the City under a lease agreement for the Project (in
case, the "Bonds"); and
WHEREAS, the City has determined that Attorneys are specially trained
experienced to provide services as bond counsel, and Attorneys are willing to provide :
services to the City;
NOW, THEREFORE, the City employs Attorneys and Attorneys accept s
employment upon the following terms and conditions:
ARTICLE I
DUTIES OF ATTORNEYS
Section 1.01. Bond Counsel. Attorneys shall perform and render the follom
services as Bond Counsel:
(a) Confer and consult with the Finance Director, City Attorney, City Man2
other members of the administrative staff of the City and with its financial advisor
underwriter, as to any matters relating to the financing of the Project or servicing administering Bonds issued in connection with such financing,
Attend such meetings of the City Council and any staff or adniinistra
meetings at which any financing proceedings are to be discussed, as Attorneys, in t
(b)
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judgment deem necessary, for the proper planning of the proceedings, or as requested by
City.
(c) Prepare all ordinances, resolutions, leases, amendments to existing lea
trust agreements, indentures, supplemental indentures, agreements, notices and 1~
documents necessary for the proper conduct of proceedings for the purpose of issuing
Bonds.
(d> Prepare and provide all closing documents required to accompany
delivery of the Bonds.
(e) Assemble and provide a complete transcript of the conduct of the finan
proceedings necessary to accompany the delivery of the Bonds, in sufficient quantitj
provide each significant participant with a copy.
(f) Subject to completion of proceedings to its satisfaction, provide the It
opinion of Jones Hall Hill & White, A Professional Law Corporation, approving in
regards the legality of all proceedings for the authorization, issuance, sale and delivery
the Bonds, and the exemption of in€erest on the Bonds from gross income for Federal i
State personal income taxation purposes in accordance with applicable laws and regulatic
Confer and consult with City officials with regard to questions which n (g) arise during the period of servicing and payment of the Bonds.
(11) Apply for and obtain any rulings from the Internal Revenue Serb
regarding the tax-exempt status of the interest on the securities, if necessary.
(i) Preparation of validation pleadings, if needed, to secure a Superior Coi
judgment on the validity of the Bonds and related agreements.
(j) Provide any other services reasonably requested of bond counsel and not
forth above.
ARTICLE I1
COMPENSATION
Section 2.01. Compensation for the foregoing bond counsel services set forth
Section 1.01, calculated against the principal amount of the Bonds, shall be as follows:
1% of first $1,000,000, plus
1 /2% of the next $5,000,000, plus
1/4% of the next $lO,OOO,OOO, plus
1 /8% over $15,000,000.
Said percentage fees shall be payable solely from the proceeds of sale of the Boil
when issued.
Attorneys on behalf of the City, including delivery and messenger services, closing COF
In addition, Attorneys shall be reimbursed for any costs advanced
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duplication costs, transcript binding costs and expenses for travel outside the Stat
California, if any, but specifically excluding travel expenses within the State of Californi:
Section 2.02. Any services rendered in any litigation (other than valida
proceedings) involving the City or the financing proceedings relating to the Bonds
excepted from the services to be rendered for the above compensation. Preparatioi
necessary documentation regarding compliance with Section 148 of the Internal Revc
Code of 1986, relating to arbitrage limitations and rebate provisions, other than u
follow-up advice with respect to the financing, are also excepted from the services ti
rendered for the above compensation. For such services which Attorneys are directec
render for and on behalf of the City, compensation shall be on the basis of reasonable fec
be agreed upon by the appropriate entity and Attorneys.
ARTICLE 111
TERMINATION, ABANDONMENT, ASSIGNMENT
AND AMENDMENT
Section 3.01. This Agreement may be terminated by either party on reasonable nc
to the other. In the event of such termination or abandonment of the financ
proceedings prior to its consummation, the City shall be under no obligation to Attornej
Section 3.02. This Agreement may be altered or amended in writing by mu
agreement of the parties at any time.
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IN WITNESS WHEREOF, the City has caused this Agreement to be executed i
in its firm name by one of its duly authorized officers, all as of the day and year first a
corporate name, by its Mayor
written.
, and Attorneys have caused it to be exec
JONES HALL HILL & WHITE,
A Professional Law Corporation
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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT7 made and entered into as of the 29th day
Oct . 1996, by and between the CITY OF CARLSBAD, a municipal corpora
hereinafter referred to as “City“, and Fieldman Rolapp and Associ
hereinafter referred to a8 “Contractor,”
RECITALS
City requires the services of a financial advisor to provide services to the Cil
anticipation of issuing debt to finance the construction of a municipal
course; and Contractor possesses the necessary skills and qualification.
provide the services required by the City;
NOW, THEREFORE7 in consideration of these recitals and the mu1
covenants contained herein, City and Contractor agree as follows:
1. CONTRACTOR’S OBLIGATIONS
The contractor shall assist the City in the analysis of various fund
options, financing structures and evaluation of the fiscal impacts of
proposed golf course project, as described in pages 10 through 13 of
attached proposal dated April 25, 1996 (Attachment A).
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2. CITY OBLIGATIONS
The City shall provide the contractor with the required staff time
resources and information necessary to allow the contractor to perfom
function under this agreement.
3. PROGRESS AND COMPLETION
The work under this contract will begin upon execution of this agreer
and be completed within the schedule required to bring an issue to rnz
when required to finance the .construction of the Municipal Golf Coursi
determined by the City Financial Management Director.
4. FEES TO BE PAID TO CONTRACTOR
The total fee payable for the services to be performed shall be
described on page 9 of the attached proposal dated April 25, 1996 (Attachn
A). No other compensation for services will be allowed except those it
covered by supplemental agreements per Paragraph 7, “Changes in Work”.
5. DURATION OF CONTRACT
This agreement shall extend for a period of two years from date the1
The contract may be extended by the City Manager for one additional j
period or part thereof, based upon a review of satisfactory performance and
City’s needs. The parties shall prepare extensions in writing indicating effec
date and length of the extended contract.
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6. PAYMENT OF FEES
Payment of approved items on the invoice shall be mailed to
Contractor prior to the 30th day of the month the invoice was submitted.
7. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Contra
or the City, and informal consultations with the other party indicate th:
change in the conditions of the contract is warranted, the Contractor or
City may request a change in contract. Such changes shall be processed
the City in the following manner: A letter outlining the required changes s
be forwarded to the City by Contractor to inform them of the proposed char
along with a statement of estimated changes in charges or time schedule.
Standard Amendment to Agreement shall be prepared by the City and appro
by the City according to the procedures described in Carlsbad Municipal CI
Section 3.28.172. Such Amendment to Agreement shall not render ineffecl
or invalidate unaffected portions of the agreement.
8. COVENANTS AGAINST CONTINGENT FEES
The Contractor warrants that their firm has not employed or retained i
company or person, other than a bona fide employee working for 1
Contractor, to solicit or secure this agreement, and that Contractor has r
paid or agreed to pay any company or person, other than a bona fide employc
any fee, commission, percentage, brokerage fee, gift or any other considerati
contingent upon, or resulting from, the award or making of this agreernei
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For breach or violation of this warranty, the City shall have the right to ar
this agreement without liability, or, in its discretion, to deduct from
agreement price or consideration, or otherwise recover, the full amount of s
fee, commission, percentage, brokerage fees, gift or contingent fee.
9. NONDISCRIMINATION CLAUSE
The Contractor shall comply with the state and federal laws regarc
nondiscrimination.
10. TERMINATION OF CONTRACT
This agreement may be terminated by either party upon tendering th
(30) days written notice to the other party. In the event of such suspensior
termination, upon request of the City, the Contractor shall assemble the w
product and put same in order for proper filing and closing and deliver s
product to City. In the event of termination, the Contractor shall be paid
work performed to the termination date; however, the total shall not exceed
fee payable under paragraph 4. The City Manager shall make the fii
determination as to the portions of tasks completed and the compensation
be made.
11. CLAIMS AND LAWSUITS
The Contractor agrees that any contract claim submitted to the C
must be asserted as part of the contract process as set forth in this agreernc
and not in anticipation of litigation or in conjunction with litigation. T
Contractor acknowledges that if a false claim is submitted to the City, it may
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considered fraud and the Contractor may be subject to criminal prosecut
The Contractor acknowledges that California Government Code sections 12
et sea., the False Claims Act, provides for civil penalties where a pel
knowingly submits a false claim to a public entity. These provisions incl
false claims made with deliberate ignorance of the false information 01
reckless disregard of the truth or falsity of information. If the City of Carls
seeks to recover penalties pursuant to the False Claims Act, it is entitle(
recover its litigation costs, including attorney's fees.
The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.0
3.32.027 and 3.32.028 pertaining to false claims are incorporated herein
reference. (Initial)
12. STATUS OF THE CONTRACTOR
The Contractor shall perform the services provided for herein
Contractor's own way as an independent contractor and in pursuit
Contractor's independent calling, and not as an employee of the C
Contractor shall be under control of the City only as to the result to
accomplished, but shall consult with the City as provided for in the request
proposal. The persons used by the Contractor to provide services under tl
agreement shall not be considered employees of the City for any purpo:
whatsoever.
The Contractor is an independent contractor of the City. The paymc
made to the Contractor pursuant to the contract shall be the full and comple
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compensation to which the Contractor is entitled. The City shall not make
federal or state tax withholdings on behalf of the Contractor or his/
employees or subcontractors, The City shall not be required to pay I
workers' compensation insurance or unemployment contributions on behal
the Contractor or his/ her employees or subcontractors. The Contractor agx
to indemnify the City within 30 days for any tax, retirement contribution, so
security, overtime payment, unemployment payment or workers' compensal
payment which the City may be required to make on behalf of the Contractor
any employee or subcontractor of the Contractor for work done under t
agreement or such indemnification amount may be deducted by the City fr
any balance owing to the Contractor.
The Contractor shall be aware of the requirements of the Immigrat-
Reform and Control Act of 1986 and shall comply with those requiremen
including, but not limited to, verifying the eligibility for employment of
agents, employees, subcontractors and Consultants that are included in tl
agreement.
13. CONFORMITY TO LEGAL REQUIREMENTS
The Contractor shall cause all final reports to conform to all applicat
requirements of law: Contractor shall provide I
necessary supporting documents, to be filed with any agencies whose appro\
is necessary.
federal, state and local.
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Contractor agrees to allow City or its designated representative
monitor, audit, review, and examine the methods, procedures, and result
Con tractor.
14. OWNERSHIP OF DOCUMENTS
All plans, studies, sketches, drawings, reports, and specifications
herein required are the property of the City, whether the work for which t
are made be executed or not. In the event this contract is terminated,
documents, plans, specifications, drawings, reports, and studies shall
delivered forthwith to the City. Contractor shall have the right to make one
copy of the plans for his/her records.
15. REPRODUCTION RIGHTS
The Contractor agrees that all copyrights which arise from creation of
work pursuant to this contract shall be vested in City and hereby agrees
relinquish all claims to such copyrights in favor of City.
16. HOLD HARMLESS AGREEMENT
Contractor agrees to indemnify and hold harmless the City of Carlsl:
and its officers, officials, employees and volunteers from and against all clain
damages, losses and expenses including attorney fees arising out of t
performance of the work described herein caused in whole or in part by a
willful misconduct or negligent act or omission of the contractor, a
subcontractor, anyone directly or indirectly employed by any of them or anya
for whose acts any of them may be liable, except where caused by the acti
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negligence, sole negligence, or willful misconduct of the City of Carlsbad.
Contractor shall at his own expense, upon written request by the <
defend any such suit or action brought against the City, its officers, offici
employees and volunteers. Contractor's indemnification of City shall no1
limited by any prior or subsequent declaration by the contractor.
17. ASSIGNMENT OF CONTRACT
The Contractor shall not assign this contract or any part thereof or I
monies due thereunder without the prior written consent of the City.
18. SUBCONTRACTING
If the Contractor shall subcontract any of the work to be perforr
under this contract by the Contractor, Contractor shall be fully responsiblt
the City for the acts and omissions of Contractor's subcontractor and of
persons either directly or indirectly employed by the subcontractor,
Contractor is for the acts and omissions of persons directly employed
Contractor. Nothing contained in this contract shall create any contract
relationship between any subcontractor of Contractor and the City. 'I
Contractor shall bind every subcontractor and every subcontractor oi
subcontractor by the terms of this contract applicable to Contractor's w(
unless specifically noted to the contrary in the subcontract in questl
approved in writing by the City.
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19. PROHIBITED INTEREST
NO official of the City who is authorized in such capacity on behalf of
City to negotiate, make, accept, or approve, or take part in negotiating, mak
accepting, or approving of this agreement, shall become directly or indire
interested personally in this contract or in any part thereof. No office1
employee of the City who is authorized in such capacity and on behalf of
City to exercise any executive, supervisory, or similar functions in connecl
with the performance of this contract shall become directly or indirec
interested personally in this contract or any part thereof.
20. VERBAL AGREEMENT OR CONVERSATION
No verbal agreement or conversation with any officer, agent, or emplo;
of the City, either before, during or after the execution of this contract, sh
affect or modify any of the terms or obligations herein contained nor entitle 1
Contractor to any additional payment whatsoever under the terms of tl
contract.
21. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 18, "Hold Harmless Agreemen
all terms, conditions, and provisions hereof shall inure to and shall bind eat
of the parties hereto, and each of their respective heirs, executor
administrators, successors, and assigns.
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22. EFFECTrVE DATE
This agreement shall be effective on and from the day and year i
written above.
23. CONFLICT OF INTEREST
The City has determined, using the guidelines of the Political Reform
and the City’s conflict of interest code, that the Contractor will not be requi
to file a conflict of interest statement as a requirement of this agreem
However, Contractor hereby acknowledges that Contractor has the le
responsibility for complying with the Political Reform Act and nothing in t
agreement releases Contractor from this responsibility.
24. INSURANCE
The Contractor shall obtain and maintain for the duration of the contri
and any and all amendments insurance against claims for injuries to persc
or damage to property which may arise out of or in connection w
performance of the work hereunder by the contractor, his agen
representatives, employees or subcontractors. Said insurance shall
obtained from an insurance carrier admitted and authorized to do business
the State of California. The insurance carrier is required to have a curre
Best’s Key Rating of not less than “A-:VI and shall meet the City’s policy j
insurance as stated in Resolution No. 91-403.
A. Coverage’s and Limits.
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Contractor shall maintain the types of coverage's and minin
limits indicated herein, unless a lower amount is approved by the City Attoi
or City Manager:
1. Comprehensive General Liability Insurance. $1,000,
combined single-limit per occurrence for bodily injury, personal injury
property damage. If the submitted policies contain aggregate limits, gen
aggregate limits shall apply separately to the work under this contract or
general aggregate shall be twice the required per occurrence limit.
2. Automobile Liability (if the use of an automobile is invo:
for contractor's work for the City).
accident for bodily injury and property damage.
$1,000,000 combined single-limit
3. Workers' Compensation and Employer's Liability. Work
Compensation limits as required by the Labor Code of the State of Califor
and Employer's Liability limits of $1,000,000 per accident for bodily injury.
4. Professional Liability. Errors and omissions liabi
appropriate to the contractor's profession with limits of not less tl
$1,000,000 per claim. Coverage shall be maintained for a period of five ye
following the date of completion of the work.
B. Additional Provisions
Contractor shall ensure that the policies of insurance requi
under this agreement contain, or are endorsed to contain, the follow
provisions.
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1. The City shall be named as an additional insured on
policies excluding Workers' Compensation and Professional Liability.
2, The contractor shall furnish certificates of insurance to
City before commencement of work,
3. The contractor shall obtain occurrence coverage, exclud
Professional Liability which shall be written as claims-made coverage.
4. This insurance shall be in force during the life of
agreement and any extension thereof and shall not be canceled without
days prior written notice to the City sent by certified mail.
5. If the contractor fails to maintain any of the insura
coverage's required herein, then the City will have the option to declare *
contractor in breach, or may purchase replacement insurance or pay 1
premiums that are due on existing policies in order that the required coverag
may be maintained. The contractor is responsible for any payments made
the City to obtain or maintain such insurance and the City may collect t
same from the contractor or deduct the amount paid from any sums due t
contractor under this agreement..
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25. RESPONSIBLE PARTIES
The name of the persons who are authorized to give written notices c
receive written notice on behdf of the City and on behalf of the Contractc
connection with the foregoing are as follows:
For City: Title Financial Management Director
Name James F. Elliott
Address City of Carlsbad
1200 Carlsbad Village Drive
Carlsbad, CA 92008
For Contractor: Title VICE PRESIDENT/PRINCIPAL
Name q
Address FIELDMAN. ROLAPP & ASSOCIATES
2100 Main St., Suite 210
Irvine CA 92614 26. BUSINESS LICENSE
Contractor shall obtain and maintain a City of Carlsbad Busin
License for the duration of the contract.
27. ENTIRE AGREEMENT
This agreement, together with any other written document referred tc
contemplated herein, embody the entire agreement and understanding betwt
the parties relating to the subject matter hereof. Neither this agreement I
any provision hereof may be amended, modified, waived or discharged excc
by an instrument in writing executed by the party against which enforcemc
of such amendment, waiver or discharge is sought.
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Executed by Contractor this 29th day of .JULY J I'F 96
CONTRACTOR:
FIELDMAN, ROLAPP 6r ASSOCIATES
(Name of Contractor)
By: ni &jhd ATTEST: [sign here)
CR &,& Ap~ -p.&$/ ab&,& A. M~~/p,,.,C,lipc dr P
(print name/ title) ALETHA L. RALTTENKRANZ
City Clerk
/-\. c--k(3(
October 29, 1996 -?x. _. f/ By: \ *-
(sign here) Date
i-.L2,Ci ..xi (5 3?.<,l %3p/bL'z i<C.;i.,-! iJ \
(Proper notarial acknowledgment of execution j
AT8ey i ?%4' p3 \ (print name/title) a ' I-i-*.<
by Contractor must be attachc
(President or vice-president and secretary or assistant secretary must sign
corporations. If only one officer signs, the corporation must attach a resolut
certified by the secretary or assistant secretary under corporate I
empowering that officer to bind the corporation.)
APPROVED AS TO FORM:
RONALD R. BALL
City Attorney
By %LZd/ee+. lJepu?y City Att
i
rev. 3/25
14
d 0 CALIFORNIA ALL-PUR OSE ACKNOWLEDGMENT .
personally appeared
whose name(s) islare subscribed to the within instrum
and acknowledged to me that helshelthey executed
same in hislherltheir authorized capacity(ies), and thal
his/her/their signature(s) on the instrument the person
or the entity upon behalf of which the person(s) act
executed the instrument.
WITNESS my hand and official seal.
Though the information below is not required by law, if may prove valuable to persons relying on the document and could prew
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Document Date:
Capacity(ies) Claimed by Signer(s)
0 Attorney-in-Fact D Attorney-in-Fact
c1 Guardian or Conservator ill Guardian or Conservator
Signer Is Representing: Signer Is Representing:
Q 1994 National Notary Associalion * 8236 Remmel Avn, PO. Box 7184 - Canoga Park. CA91309-7184 Prod No. 5907 Reorder: Call Toll-Fre
e e
PROPOSAL TO PR0FT.DE
FINANCIAL AD VZSORY SER WCES
TO THE
CITY OF CARLSBAD
Presented by:
Fieldman, Rolapp & Associates
INDEPENDENT FINANCIAL ADVISORS TO LOCAL GOVERNMENT
April 25, 1996
m e
CITY OF CARLSBAD PROPOSAL
FOR FINANCIAL ADVISORY SERVICES
TABLE OF CONTENTS
PAC -
COVER LETTER .............................................................................................. i
QUALIFICATIONS. .......................................................................................... 1
EXPERIENCE .................................................................................................... 2
PERSONNEL ..................................................................................................... 6
FEES ................................................................................................................... 9
SCOPE OF WOWSERVICES ........................................................................ 10
APPENDIX A - References
APPENDIX B - Current Financing List
APPENDIX C - Sample Contract
F’roposalD6\carlsbad
0 m
Fieldman, - Rolapp & Ass1
INDEPENDENT FINAYCIAL ADVISORS TO LOCAL
PRINCIPALS
WILLIAM 1. FIELDMAN
LAWRENCE G. ROLAPP
THOMAS G. IOHNSEN
I ,,,.,,,,~
April25, 1996
rHOMAS M. OEMARS
Mr. ,James Elliott
Financial Management Director
SOUTHERN CALIFORNIA OFFICE city of Carlsbad
2,00 MAIN STREET 1200 Carlsbad Village Drive
Carlsbad, CA 92008 SUITE 210
IRVIVE, CA 92714
71 4 '660'8500
FAX 714*474'8773 Dear Mr. Elliott:
On behalf of Fieldman, Rolapp & Associates ("FRA"), it is my pleasure to submit
proposal to serve as financial advisor to the City of Carlsbad (the "City"). This docun
provides the materials listed in the Request for Proposal and outlines our capabilities to
as financial advisor to the City. This proposal also describes FRA's experience
financial advisor to cities and other agencies in financing similar facilities and utilir
similar financing vehicles as those contemplated by the City.
FRA can provide experienced and thoughtful guidance to the City in the following criti
areas:
1.
NORTHERN CALIFORNIA OFFICE
j10.933.6096
FAX 30.933.6098
CHARTER MEMBER
Evaluation of financing options -- FRA will evaluate the pros and cons
various financing options for the City project. Our extensive experience
California public finance will enable us to recommend the most suitable financ
vehicle and efficiently process necessary debt financings.
Project Coordination -- FRA will coordinate and manage the financing te
throughout the debt issuance process. We will make sure the debt issua
process is synchronized with the City's goals, timetable and needs.
Debt Structuring and Marketing -- FRA will tailor borrowing structures
minimize costs to the City, protect the City's general fund, lower costs of issuan
and maintain hture flexibility. We will also make a proactive effort to market I
City's debt to underwriters and institutional investors.
Rating and Investor Relations -- FRA has extensive experience with municij
bond rating agencies/municipal bond insurance fims and detailed knowledge
bond market expectations. We will maintain or enhance the City's excellent cre.
profile with the rating agencies and increase the appetite of potential investors.
NATIONAL ASSOCIATION
OF INDEPEhDENT PUBLIC
FINANCE ADVISORS
2.
3.
4.
i prop\96\carlsba
m m
5. Presentations to Policy Makers and Public -- FRA will ensure that the City Council and
City residents have a full understanding of the project financing and its full implication to
the City.
To serve the City, we have established an FRA team that includes individuals experienced in fee
and revenue based financings, tax allocation bonds, refundmgs and the use of tax exempt bonds for
golf course financings.
FRA is one of California's most active financial advisory firms. Since 1990 we have served as
financial advisor on 102 financings for California cities or redevelopment agencies with total
proceeds over $1.3 billion. In that time, FRA has also advised on 46 Certificates of Participation
("COP") or Revenue Bonds transactions backed by various revenue sources. Currently, FRA is
advising two cities and one county on methods to finance municipally owned golf courses using tax
exempt bonds.
Our work on numerous city and redevelopment agency financings, our experience in fee and
revenue backed bond and COP transactions, OUT perspective on state of the art golf course finance
techniques, uniquely qualifies us to serve as fimncial advisor to the City of Carlsbad.
We look forward to the opportunity of serving ag~ as the City's financial advisor. If you have any questions regarding the proposal, please don't hesitate to give me a call.
Sincerely yours,
FIELDMAN, ROLAPP & ASSOCIATES
,.
Thomas M. DeMars, CIPFA
Principal
TMDIsh
11 propW6\carlsbad
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' CITY OF CARLSBAD
QUALIFICATIONS
Fieldman, Rolapp & Associates is a California-based financial advisor. The firm maintains its
primary office in Irvine where it currently employs fifteen people.
Fieldman, Rolapp & Associates is an independent municipal financial advisory fkm that has
served California public agencies since 1966. As an independent financial advisor, the firm's
primary responsibility is to serve the best interests of its clients, i.e., California municipalities.
Although Fieldman, Rolapp & Associates interacts daily with the underwriting community and
actively monitors financial markets, thefirm does not underwrite bonds or have a relationship,
direct or otherwise, with any municipal bond underwriter or broker/dealer and therefore has
none of the conflicts of interest of an underwriter attempting to provide financial advisory
services..
b
In all areas of public finance, Fieldman, Rolapp & Associates has, since inception, maintained
complete independence and autonomy with respect to vested financial interests or conflicts of
interest in providing municipal financial consulting services to our clients. We are not now, nor
have we ever provided underwriting or investment banking services. We feel that the ability to
profit from a bond sale sways a financial advisor's judgment with respect to structuring and issuing
debt. Furthermore, we formally represent public entities only. We do not accept advisory roles
representing developers or other private enterprises. Additionally, we have no formal relationship
with any particular investment bankinghdenvriting firm, but maintain good and cooperative
relationships with every major underwriting and bond counsel firm operating in California. We are
one of the founding members of the National Association of Independent Public Financial
Advisors. This organization has established a code of ethics and an education, training, testing and
certification program for its professionals (CIPFA designation).
Fieldman, Rolapp & Associates maintains continuous contact wth financial markets through our
on-line access to real time financial news and municipal and treasury market dab via the
Munifacts Plus Network. Our personnel have the experience and expertise in utilizing this
information to recognize trends in financial markets, to assist our clients in planning negotiated and
competitive bond sales, and to ensure that the couponing, reoffering yields, takedown and
underwriting spreads are appropriate for current market conditions.
Because of our independence and allegiance to our clients, Fieldman, Rolapp & Associates can
best serve the interests of each client by ensuring that the technical components of any financing
are consistent with the requirements of the client and that the price at which any securities are sold
is reasonable and competitive.
FIELDMAN, ROLAPP & ASSOCIATES 1
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EXPERIENCE
Fieldman, Rolapp & Associates has assisted a wide range of public agencies in structuring
certificates of participation, tax allocation, revenue, Mello-Roos, assessment, general obligation,
industrial development and mortgage revenue bonds. A more detailed description of our
capabilities in utilizing these financing methods, is provided on the following pages.
We are one of the founding members of the National Association of Independent Public Financial
Advisors. This organization has established a code of ethics and an education, training, testing and
,.
certlfication program for its professionals (CIPFA designation).
It is noteworthy that Fieldman, Rolapp & Associates is the clear leader in volume of financing
among California independent financial advisors. However, it is also important to note the
diversity of transactions that comprise our total figures. We have financed projects using every
method of issuance available and have considerable experience with each of these methods. This
complementary depth and breadth of experience is shown by the following illustrations. Our
clients can be confident that because of this diversity and volume, Fieldman, Rolapp & Associates
is equipped to recommend the most suitable financing option and to execute the transaction
effectively.
The table below summarizes Fieldmq Rolapp & Associates’ experience with respect to different
financing methods over the past five years.
Certificates of Participation $ 1,339,625,000
General Obligation
Assessment District
CFD - Mello-Roos
Tax Allocation
It is also important to note that all of this experience is from serving as financial advisor on
affected by the unique constraints of the State‘s environment. Our experience also demonstrates
proven skill in structuring transactions that are simultaneously attractive to the bond market while
also being protective of our issuing client.
California public finance transactions. We are specialists in performing financings that are
FIELDMAN, ROLAPP Lk ASSOCIATES 2
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Serving California Cities has always been a focus for Fieldman, Rolapp & Associates.
Approximately one-thlrd of our firm‘s experience since 1990 is concentrated in City work, when
measured both by number of issues and dollar proceeds financed.
CITY FINANCINGS
Rating Agency Experience
Our expertise also benefits our clients during the phase when the rating agencies actually perform
their analyses. Our experience has made us responsive to the advice and suggestions contained in
the initial feedback from a rating analyst. We know how to make the kind of subtle alterations in a
best merest and constraints. We can counsel the City about the threshold coverage ratios required
for credit ratings and can provide a codbenefit analysis that weighs the cost of increased revenue
pledges against the benefits of a higher rating.
This process is both art and science. Only a firm with experience in rating agency relations can
most effectively combine subjective and objective factors to secure ratings and/or other credit
enhancement. Fieldman, Rolapp has proven ability to complete financings that save clients money
by issuing insured or rated debt when insurance and ratings are beneficial. With respect to ratings
and bond insurance, the following chart illustrates our ability to secure investment grade ratings
and credit enhancement for our City and RDA clients:
financing’s structure that can determine the fate of a ratig effort, while staying true to the client’s
Ci/RDA Financings By Rating, 1990 to 2/96
FIELDMAN, ROLAPP & ASSOCIATES 3
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Fee and Revenue Backed Fiinancings
FRA has amassed considerable experience in structuring fee and revenue backed financings, acting
as financial advisor on approximately 78 California COP and Revenue bond issues since 1990.
These issues have been backed by a variety of revenues. We have incorporated a number of
innovations when structuring these financings, including master resolutions and synthetic refunding
structures. Because of the sheer number of revenue backed COPS and revenue bonds which we
have structured, we have gained extensive experience with municipal bond rating agencies and
insurance companies as well as a detailed knowledge of investor expectations. As a result,
approximately 75 % of $1.8 billion proceeds have been backed by municipal bond insurance, with
most of the remaining proceeds receiving high investment grade ratings.
Current Golf Course Financings
FRA is currently representing three different municipal clients planning to finance and construct
municipal golf courses by accessing the public debt market. FRA has also been involved, as
financial advisor, on seven other recent projects where golf courses have been constructed. A
listing and description of our current golf course projects follows;
City of Encinitas. FRA is acting as financial advisor on the Snancing of an 18 hole, 6,750 yard
golf course to be owned by the City of Encinitas. The golf course is being constructed in
conjunction with the Enchitas Ranch Project. Tax-exempt golf course revenue bonds are the
primary finance candidate. Recently, a feasibility study and golf course land appraisal were
completed. City staff and FRA are currently negotiating the structure of the financing with the
underwriter. Determining how to best structure this financing has been especially challenging
since the structure must not only fit city needs and bond market requirements, but is also
governed by a complex development agreement and mandate not to pledge any resources of
Encinitas to the golf course. In addition, even though it now appears that golf course revenue
bonds will not be issued until next spring, all elements of the golf course financing had to be
determined prior to the issuance of project related community facilities district bonds last month.
Contact person: Jim Bensen (619) 633-2612. Consultant: Tom Johnsen.
City of Pleasanton. Last year FRA began an assignment as financial advisor to Pleasanton in
its efforts to finance the design and construction of a municipal golf course. During the past
feasibility study revenues available for debt service, proposed financing structure and selection
of an underwriter for a negotiated sale of the bonds. To accomplish the financing, the Pleasanton
Public Facilities Corporation will enter into an agreement pursuant to which a Joint Powers
Authority ("J.P.A.") will be granted the right to develop the golf course on property leased by the
City from the current private owners. The J.P.A. will issue and sell bonds secured by revenues
from the golf course. The decision that needs to be made is if some other revenue source will be
pledged to enhance golf course revenues and make more likely the purchase of a Letter of Credit.
Contact person: Dave Iremonger (5 10) 484-8230. Consultant: Tom DeMars.
County of Riverside. In early 1995, FRA was retained by the County of Riverside to assist in
the potential financing of a 45 hole signature golf course complex. We represented the County in
negotiations with a group of landowners who had approached the County regarding the
transaction. After protracted negotiations, FR4 prepared, on the County's behalf, a term sheet
outlining the structure and conditions the County needed to undertake the transaction. The
landowners are currently attempting to obtain private financing but have asked if the County
would consider acquisition of the complex once it is built and operating.
Contact person: Sheron Hayes (909) 27543 10. Consultant: Larry Rolapp.
year, we have advised the City regarding, land value for the course, analyzing the golf course
FIELDMAN, ROLAPP & ASSOCIATES 4
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Previous Golf Course Financings
County of EZ Dorado. El Dodo Hills Project. This developer driven project consists of an
approximate 3,347 acre master planned community consisting of 13 distinct residential villages,
two 18 hole golf courses and commercial areas located approximately 30 miles east of
Sacramento. Currently, plans call for 5,394 detached dwelling units on approximately 1,980
acres, two 18 hole golf courses on approximately 400 acres, natural open space covering 836
acres, commercial land uses of 41 acres, four school sites, two parks covering 18 acres and a 27
acre Community Center.
County of Riverside. Cahfornia Oaks Project. This developer driven project involved the
issuance of three different series of bonds over a period of four years. The Cdifomia oaks
project calls for approximately 10,000 residential units as well as 135 acres of various
commercial, industrial and office complexes and the Colony Country Club in Murrieta, CA.
County of Orange. This Irvine Company project consists of
approximately 3,800 acres and provides for the financing of backbone infrastructure necessary
for development within the project area. The approved development plan for the project provides
for up to 2,600 dwelling units, 2,150 hotel rooms and two 18 hole golf courses (Pelican Hill
Ocean Course and Dunes Course).
City of Madera. $5,435,000 Lease Revenue Bonds were issued by the Madera Public Financing
Authority to finance the development, acquisition and construction of a municipal golf course in
the City of Madera. The City is leasing the golf course from the Authority.
City ofSan Clemente. The firm acted as financial advisor to analyze the feasibility of golf
course improvements and the associated fee and revenue adjustments required to support the
proposed improvements.
County of Orange. Other projects that included golf courses where the firm acted as financial
advisor. Cot0 De Caza Golf Course in Cot0 De Caza, Dove Canyon Country Club in Dove
Canyon.
County of Riverside. Other projects that included golf courses where the firm acted as financial
advisor. Menifee Lakes Country Club in Menifee, Redhawk Golf Course in Temecula.
IrvineLNewport Coast.
FIELDMAN, ROLAPP & ASSOCIATES 5
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PERSONNEL
Responsibility
nomas M. DeMars, CPFA, Principal of Fieldman, Rolapp & Associates wll serve as lead
contact person and have primary responsibility for the golf course project.
currently the lead consultant for the City of Pleasanton assignment.
Thomas G. Johnsen, CIPFA, Principal of Fieldman, Rolapp & Associates will serve as co-project
manager and will provide valuable insight to the project based on his lead role as financial advisor
to the City of Encinitas for the Encinitas Ranch Project.
Francis E. Mayers, CIPFA, Assistant Vice President of Fieldman, Rolapp & Associates will work
with Mr. DeMars on the golf course project. Mr. Mayers role will include drafting and reviewing
documents, preparing numerical analyses, reviewing feasibility studies, and working with rating
agencies and municipal bond insurance companies where applicable.
Resumes
Mr. Thomas M. DeMars, CIPFA, a Principal of Fieldman, Rolapp & Associates has
been with the firm since 1988. Prior to his association with Fieldman, Rolapp & Associates he
a broad range of experience with regard to land secured financings including, policy development,
the review and evaluation of special tax formulas, the structuring of complex debt issues, and debt
administration and management. He has also worked with numerous cities on lease revenue and
Certificates of Participation financings.
Mr. DeMars is currently acting as financial advisor to the City of Pleasanton for a golf course
project, the City of Los Angeles on a Community Facilities District financing, the City of San
Clemente on an Assessment District hancing, the City of Patterson on a lease-type Certificates of
Participation issue and the City of Big Bear Lake on a lease-type Certificate of Participation
refunding and a refunding of up to eight assessment districts utilizing a Marks-Roos structure.
Mr. DeMars holds a Bachelor of Science degree and a Masters is Business Administration
(Finance) from California State University. He is a Certified Independent Public Finance Advisor
(CIPFA) acknowledged by the National Association of Independent Public Finance Advisors
(NAIPFA). He is also associated with the California Society of Municipal Finance Officers,
California Municipal Treasurers Association and the League of California Cities. He has prepared materials and served as a speaker for the University of California Extension Workshop entitled "Admwstration of Mello-Roos and Assessment Lien, Taxes and Bonds."
Mr. DeMars has acted as financial advisor for numerous cities on land secured and lease revenue
financings; includmg:
Mr. DeMars is
..
worked for a regional investment baniung firm speciahzing in municipal finance. Mr. DeMars has
City of Alameda City of La Quinta City of Patterson
City of Big Bear Lake City of Pleasanton
City of Dana Point City of San Diego
City of Huntington Beach
City of Livingston
City of Los Angeles
City of Orange
FIELDMAN, ROLAPP & ASSOCIATES 6
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CITY OF CARLSBAD
Mr. Thomas G. Johnsen, CIPFA, a Principal of Fieldman, Rolapp & Associates, has
extensive experience in public finance and community planning. He is experienced in both
developing financial plans for capital improvement projects and in implementing those plans. Mr.
Johnsen's experience in implementing financing plans includes utilizing tax allocation bond,
revenue bond, certificates of participation, special assessment, Mello-Roos and general obligation
bond financing.
Prior to joining Fieldman, Rolapp & Associates, Mr. Johnsen initiated the public finance group at
a regioml Californialbased securities firm; prior to that he was an investment banker at mo~eT
securities firm. Mr. Johnsen has also been a private sector and public sector planner having
responsibility for regional and community planning activities. In addition, from 1982 to 1985, Mr.
Johnsen was Director of Administrative Services for Douglas County, Nevada.
Mr. Johnsen has a Bachelor of Science degree in Economics and a Master of Science in Regional
Resource Planning from Colorado State University.
since joking Fieldman, Rolapp & Associates, Mr. Johnsen has completed financings or capital
finance plans for the following California agencies:
City of Bakersfield
City of Canyon Lake
City of Chino Hills
City of Corona
City of Coronado
County of El Dorado
City of Highland
City of Laguna Beach
County of Madera
City of Orange
City of Rancho Cucamonga
City of San Diego
City of San Juan Calpistrano
Mr. Johnsen has completed tax allocation bond refinancings of $47,050,000 for the City of Corona
Redevelopment Agency and $64,460,000 for the City of Rancho Cucamonga Redevelopment
Agency. He is currently working with the City of Enchitas on a golf course financing utilizing
tax-exempt bonds. Mr. Johnsen has also assisted agencies utilizing fee or revenue pledges on
several hundred million dollars of bond and C.O.P. transactions.
County of San Bernardino
County of Sonoma
County of Ventura
El Dorado Hills Community Service Distrii
Encina Joint Powers Financing Authority
Newport-Mesa Unified School District
Olivenhain Municipal Water District
Pic0 Water District
Ramona Municipal Water District
Tustin Unified School District
Walnut Valley Water District
Town of Windsor
FIELDMAN, ROLAPP & ASSOCIATES 7
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CITY OF CARLSBAD
Mr. Francis E. Mayers, CIPFA, Assistant Vice President of Fieldman, Rolapp &
Associates, joined the firm in 1990.
Since joining the firm, Mr. Mayers has been involved with a huge variety of land secured
financings for various public agencies throughout the state. Mr. Mayers' experience in financings
covers both competitive and negotiated sales, single owner and large, multiple owner districts, the
issuance of notes, and non-rated as well as insured "AAA" rated issues. He has extensive
experience with developer related financings as well as working with rating agencies and bond
insurance companies in connection with Mello-Roos and assessment district financings.
Mr. Mayers has also completed numerous Certificate of Participation and Lease Revenue Bond
financings for a wide variety of California city projects. Here too, his experience includes
extensive work dth rating agency and bond insurance companies.
Mr. Mayers received his Bachelor of Arts Degree from the University of Pennsylvania and a
Masters Degree in Public Policy from the University of Michigan. He is a Certified Independent
Public Finance Advisor (CIPFA) acknowledged by the National Association of Independent Public
Finance Advisors (NAPFA).
Since joining Fieldman, Rolapp & Associates, Mr. Mayers has assisted in structuring land secured
bond issues and certificates of participation for public agencies which include:
.
City of Bakersfield El Dorado Hills Community Newport-Mesa Unified
City of Chino Hills Services District School District
City of Corona
City of Rancho Cucamonga County of Madera Winton Water and
City of San Diego County of San Bernardino Sanitary District
County of Sonoma
County of El Dorado Tustin Unified School District
FIELDMAN, ROLAPP & ASSOCIATES 8
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CITY OF CARLSBAD
SCOPE OF WORWSERVICES
Fieldman, Rolapp & Associates will analyze the financing impact of project costs, cash flow
projections and green fee implications for the financing. We will present the City with debt
service schedules of various terms and under different interest rate and rating assumptions so
that projected debt service can be compared 4th expected revenues. Reinvestment rates on the construction fhd, the construction find drawdown schedule, the level of capitalized interest
and interest earnipgs thereon, along with reinvestment rates of the reserve funds will all impact
projections of available cash flow. Where appropriate, we will explore the possibility of
"sculpting" debt service to more closely match projected revenues.
In addition, we will explore other cost saving possibilities that would include the evaluation of
variable versus fixed rate debt, coverage ratios to minimize financing costs, exploration of
revenue sources other than the general fund (such as Motor Vehicle License Fees) that could be
pledged to enhance the credit quality of the financing, explore the possibility of utilizing other
assets of the City (i.e. library, city hall, police station, etc.) to enhance the credit quality of the
financing. Evaluate the potential of a letter of credit and determine if the financing would be
eligible for bank qualified status.
Fieldman, Rolapp & Associates will objectively analyze the advantages and disadvantages of
proposed financing alternatives for each of the City's projects for cash flow benefit, net present
to the City's general fund.
Outlined below are the current and proposed rules regarding management contracts to be
eligible for the tax-exempt financing. This is definitely an area that needs close examination
with staff, the financial advisor and bond counsel before a final structuring of the financing can
be determined.
The City's ability to employ an independent party to manage and operate facilities financed
with the proceeds of tax-exempt obligations is somewhat limited. Unlimited use by a private
party pursuant to a management contract gives rise to a private business use and may result in
the bonds being declared "Private Activity Bonds." The interest paid with respect to Private
Activity Bonds issued to finance a golf course will not qualify for tax-exemption. Therefore.
the City must work within the IRS Regulations in structuring the management contract.
The Regulations provide guidelines under whch a non-governmental person's use of a bond-
financed facility pursuant to a management contract would not be treated as a private business
use. These guidelines are:
value cost or savings, total interest cost, admmstrative cost, impact on City residents and risk
1. The term of the management contract (including renewal options exercisable by
the manager) does not exceed five years;
At least 50% of the compensation to any manager other than a governmental unit
is on a periodx, fixed-fee basis, and no amount of compensation is based on a
share of net profits (compensation may be based on a share of gross revenues (or
adjusted gross revenues) or a percentage of expenses from a facility, but not both);
The governmental unit owning the facility may terminate the contract (without
penalty) at the end of any 3-year period; and
2.
3.
FIELDMAN, ROLAPP & ASSOCIATES 10
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* CITY OF CARLSBAD
4. The manager must not have any role or relationship with the governmental unit
that, in effect, substantially limits the governmental unit’s ability to exercise its
rights under the management contract. Specifically, not more than 20% of the
voting power of the governing body of the governmental unit may be vested in the
manager and its directors, officers, shareholders and employees. Not more than
20% of the voting power of the governing body of the manager may be vested in
the governmental dt and its directors, officers, shareholders and employees. In
addition, the overlapping board members must g& include the chief executive
officers of the manager and the governmental unit.
On December 29, 1994, the Internal Revenue Service (“R!?’) released Notice of Proposed
Rulemaking (FI-72-88) containing proposed regulations (the “Regulations”) which provide
guidance with respect to Private Activity Bonds. In particular, the Regulations liberalize and
clanfy the rules with respect to management contracts.
The Regulations adopt all of the current rules (described above) and modify them as follows.
The Regulations expand the categories of qualified management contracts (i.e., management contracts which wdl not jeoparhe the tax-exempt status of municipal obligations) to include:
(a) contracts with terms not exceeding the lesser of 15 years or 50% of the useful life of the
managed property if all the compensation is based on a periodic fixed fee; and (b) contracts
with terms not exceeding the lesser of 10 years or 80% of the usefbl life of the managed
property if at least 80% of the compensation is based on a periodic fixed fee.
The Regulations are proposed to apply to bonds issued on or after the date that is 60 days after
the adoption of final Regulations. Although the E3 has indicated that it had hopes to finalize
the Regulations by the end of 1995, the IRS has been inundated with written and oral
comments to the Regulations, and consideration of the numerous proposed revisions to the
Regulations has delayed their release in ha1 form. There is no way to predict how the
management contract rules may be modified when they appear in the final Regulations.
Fieldman, Rolapp & Associates will evaluate legal approaches permitting various financing
structures and propose innovative financing methods to the City. Our recommendations will
protect the City’s interests while maintaining its flexibility and minimizing financing costs.
Our recommendations will ensure the highest possible credit rating and market acceptance of
the city‘s offerings whde avoidkg onerous or inflexible bond covenants. We will recommend
the optimal financing vehicle for a given project, coverage ratios for any revenue supported
debt, appropriate levels of debt service reserve funds, the method of sale, the method of
purchasing municipal bond insurance, and reserve fund surety bonds. We will also recommend
redemption provisions, including the length of call protection and redemption premiums while
discussing the pros and cons of differing periods of call protection (Le. refunding opportunities
versus marketability of the current issue). Other structuring options might include the use of
variable rate debt, interest rate swaps, distinctive call features and other techniques to
maximize construction fund proceeds.
Fieldman, Rolapp & Associates will (i) provide the credit community with project plans,
feasibility analyses, rate studies, CIP details, CEQA documents, financial statements and other
required information: (ii) plan and coordinate site tours if necessary to “personalize1’ the
projects and the staff in the eyes and minds of credit analysts; (iii) initiate and orchestrate
cooperative dialogue with rating agencies and insurance companies, refining and adjusting
elements of the issue to raise their level of comfort; and (iv) maintain ongoing communication
0
FIELDMAN, ROLAPP & ASSOCIATES 11
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FEES
We regularly are compensated on the following basis and invite the City’s attention to the fact that
our fees are negotiable should they prove an impediment to our selection.
For all services to be rendered in a sale of Debt hereunder, the City will pay us a fee based upon
the foIlowhg schedule. The services provided for Phase I, as outlined in the City’s RFP, will be
billed on an hourly basis not-to-exceed $12,500.00. Phase I1 services, as outlined in the City’s
RFP, will be based oq the following schedule, with a credit of Phase I services applied to the Phase
I1 fee, in the event of a successful bond sale.
$ 3,000,000 to $ 11, 999, 999
$12,000,000 to $ 19, 999, 999
$20,000,000 to $29, 999, 999
$30,000,000 to $39, 999, 999
Over $40,000,000 To be negotiated
The City will reimburse us for usual and customary out-of-pocket expenses, including, but not
limited to, the cost of printing the Official Statement, costs of financial advertising and costs
incurred in connection with travel if such travel is necessary in the hrtherance of the Project and is
authorized by the City. In addition, if it is possible to obtain a rating on any debt and/or if
municipal bond insurance or other credit enhancement is available, the City agrees to pay for the
costs of such rating and insurance unless it is determined that the cost of insurance shall be borne
by the underwriter at the bidder’s option in a competitive sale.
Payment
Fees for Phase I services are billabIe at our then current hourly rates due and payable monthly,
within 30 days of billing. Fees for Phase I1 services resulting in the sale of debt are payable at the
closing.
Principals of the Firm $175 Per Hour *
Vice President $150 Per Hour
Assistant Vice President $130 Per Hour
Senior Associate $95 Per Hour
$85 Per Hour
Administrative Assistant $45 Per Hour
Secretarial Staff
* The rate of the Managing Principal will be $225.00 per hour.
Fieldman, Rolapp & Associates would have no conflicts of interest in performing any financial
advisory services to the City.
FIELDMAN, ROLAPP & ASSOCIATES 9
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with the credit community by using lnformative mailers and updates to sustain and strengthen
ratings and to keep insurance premium bids at highly cost-effective levels. This includes
correspondence between issues.
Fieldman, Rolapp & Associates will assist the City in coordinating and organizing information
meetings in any locations deemed desirable by the City and its financing team. We will also
assist in formulating the City's presentation strategies and with the preparation of presentation
materials. We will then represent the City at the information meetings.
Fieldman, Rolapp & Associates will work to educate the City Council through presentations at
council meetings and workshops in either public or closed door sessions to ensure the full
understanding of any financing and its implications to the City.
As part of our normal role, Fieldman, Rolapp & Associates will assist in the selection of
professionals, including trustee and others, to comprise a synchronized, competent financing
team capable of completing a successful transaction with minimal costs. We will prepare
requests for proposals that procure thoughtful, relevant responses from firms and individuals
recognized in the industry. We will help evaluate the responses in matrix comparisons that
separate the candidates and the true cost of their services.
Fieldman, Rolapp & Associates will prepare an official statement which includes a description
of the securities, the project and pertinent financial and economic data in accordance with
current disclosure requirements (including new requirements on secondary market disclosure).
We will assist the city in ascertaining material facts and circumstances regarding the project.
,.
9 After the official statement and notice of sale is prepared, we will mail the document to a
comprehensive list of prospective undenvriters and institutional investors. Before the sale of
the bonds, we will contact undenvriters and institutional investors in order to inform and
educate them regarding the City's issue.
Prior to the competitive sale, we will inform the City of market data relevant to the issue
including visible supply, current placement ratios, interest rates on comparable issues, and the
upcoming calendar of economic news releases and planned negotiated and competitive sales.
We can guide the City in avoiding sale dates that coincide with either market volatility or
uncertainty in anticipation of or reaction to events such as a Federal Open Market Committee
Meeting or inflation figure reports. Similarly, we would avoid attempts to sell bonds on the
day large issuers may be saturating the market with new debt issues that jeopardize demand for
the City's issue.
Fieldman, Rolapp & Associates will represent the City at the bid opening for a public sale and
analyze the bids, identify the most favorable bid, and make a recommendation as to award the
bid. We will also assist the City in the closing of the financing, so as to ensure consistency
among all bond documents both for their proper and complete memorializing of the transaction
as the City envisions, and for the City's protection. We will review documents for their
accuracy insofar as their terms perfectly match, and we will independently verify the debt
service schedule, arbitrage yield, underwriters spread, bond production reports, true interest
cost calculations and other information.
FIELDMAN, ROLAPP & ASSOCIATES 12
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w CITY OF CARLSBAD
AAer the bid is awarded, we will prepare a complete numerical analysis showing gross and net
debt service, sources and uses of funds, gross production, true interest cost, bond yield,
arbitrage yield and other summary statistics.
The Internal Revenue Code and the Treasury Regulations provide for exceptions to the rebate
requirement that may uhnately provide cost savings to the City. We would explore the
possibility of utilizing these exceptions with bond counsel and city staff for the City’s benefit.
An example would be the “six-month and two-year expenditure exception” where the issuer
spends all the gfoss proceeds from the bond issue for the governmental purpose within six
months of the date the bonds are issued. The issue will also qualify for the two year
expenditure exception if the issuer expects to use at least 10% of the net proceeds within six
months of the date of issue, 45% within one year, 75% within eighteen months and 100%
within two years. Other areas to be monitored are; what is defined and included as “gross
proceeds”, “original proceeds”, “discount proceeds” and “reserve or replacement funds.”
We will provide the City guidance with respect to the investment of bond proceeds pending
expenditure. Investment options may include the Local Agency Investment Fund, investment
agreements, or the purchase of U.S. Government or Agency securities or other instruments
authorized by the City’s Statement of Investment Policy. We will assist the City in examining
these options within the context of liquidity, safety of principal, flexibility of withdrawals, and
yield. Different investment vehicles may be appropriate dependmg on funds invested (1.e.
construction hd, reserve fund or capitalized interest fund) and market conditions. We will
present reinvestment rates as well as the pros and cons of the various investment vehicles for
each fund. If an investment agreement is the chosen vehicle, we will make recommendations as
to its terms and conditions to ensure maximum safety and flexibility to the City.
As part of other services included in a bond sale conducted by Fieldman, Rolapp & Associates,
we would (i) provide preparation of the offering document with an eye for the new secondary
market disclosure requirements for which the City will be responsible on all of its debt
fmancings; (ii) use our familiarity with industry underwriters to compile a mailing list that is
comprehensive and targeted toward candidates known to bid aggressively on the type of issue
contemplated; (iii) extend the role of merely circulating the preliminary official statement and
notice of sale to a proactive effort that stimulates bidding by making follow up phone calls to
recipients of the package, providing supplementary information and answering questions; (iv)
if circumstances warrant a larger possible contingent of prospective bidders, consider the use
of electronic Parity bidding; and (v) identlfy broad economic conditions that suggest possible
attractive market windows on the horizon, including supply of and demand for debt such as the
City’s, and tune the final events of the financing schedule to access that window.
We welcome the opportunity to participate in and provide critical input to an evaluation
process. In fact, we would hope to be a part of a refinement and improvement process as this
is a normal course of our business. This is especially reflected in our debt advisory roles for a
number of California issuers where we have assisted counties and other agencies to establish
and continuously improve land secured and other debt issuance processes; create parameters
against which to evaluate upcoming and completed projects; and consistently educate all
interested parties in the fine points and emerging industry trends in municipal debt issuance.
FIELDMAN, ROLAPP & ASSOCIATES 13