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PROFESSIONAL SERVICES AGREEMENT
FOR FINANCIAL ADVISOR
This agreement has been entered into this and day of, 2008 by and between the City
of Arcadia Redevelopment Agency, California (the "Agency ") and Fieldman, Rolapp &
Associates, (herein, the "Consultant ").
WHEREAS, the Agency desires independent financial advisory services to be performed in
connection with Funding of Redevelopment Projects (herein, the "Project "); and
WHEREAS, the Agency desires to retain the professional and technical services of the
Consultant for the purpose of debt issuance and refunding of debt, (herein, the "Services ");
WHEREAS, the Consultant is well qualified to provide professional financial advice to public
entities such as the Agency;
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and
conditions hereinafter set forth, it is agreed as follows:
Section I Financial Advisory Services.
As directed by the Agency, Consultant will provide services in connection with
the Funding of Redevelopment Projects as such Services are fully described in
Exhibit A attached to this Agreement. Consultant is engaged in an expert
financial advisory capacity to the Agency only.. It is expressly understood that
the Services rendered hereunder are rendered solely to the City of Arcadia
Redevelopment Agency. Consultant does not undertake any responsibility to
review disclosure documents on behalf of owners or beneficial owners of bonds
or debt which may arise from the Consultant's work hereunder.
Section 2 Additional Services.
Services performed for the Agency by Consultant that are not otherwise
specifically identified in Exhibit A to this Agreement, shall be additional
services. Additional services include, but are not limited to, the following:
2.01 Assisting the Agency in obtaining enabling legislation or conducting referendum
elections.
2.02 Extraordinary services and extensive computer analysis in the structuring or
planning of any debt issue or financing program.
2.03 The repeat of any element of a service described in Exhibit A to this Agreement
which is made necessary through no fault of Consultant.
2.04 Financial management services, including development of financial policies,
capital improvement plans, economic development planning, credit analysis or
review and such other services that are not ordinarily considered within the scope
of services described in Exhibit A to this Agreement.
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2.05 Services rendered in connection with any undertaking of the Agency relating to a
continuing disclosure agreement entered into in order to comply with Securities
and Exchange Commission Rule 15c2 -12 or other similar rules.
2.06 Services rendered to the Agency in connection with calculations or determination
of any arbitrage rebate liability to the United States of America arising from
investment activities associated with debt issued to fund the Project.
Section 3 Compensation.
3.01 For Consultant's performance of Services as described in Section 1 of this
Agreement the Consultant's compensation will be as provided in Part 1 of Exhibit
B attached to this Agreement, plus Consultant's expenses incurred in rendering
such Services. Consultant's expenses may include, but are not limited to travel,
telephone /conference calls, postage, courier, database access services, and
printing.
3.02 For Consultant's performance of additional services as described in Section 2 of
this Agreement, the Consultant's compensation will be as provided in Part 2 of
Exhibit B attached to this agreement, plus Consultant's expenses incurred in
rendering such services. Consultant's expenses may include, but are not limited
to travel, telephone /conference calls, postage, courier, database access services
and printing.
3.03 Payment for Consultant's Services rendered pursuant to Section 1 of this
Agreement shall be as provided for in Exhibit B to this Agreement, unless
specified to the contrary elsewhere in this Agreement. The Consultant may
submit monthly invoices for payment for services provided pursuant to Section 2
of this Agreement unless an alternate date or dates have been specifically agreed
to in writing. Unless otherwise specified, payment of Consultant's compensation
and expenses is due thirty (30) days after submission of Consultant's invoice for
services.
3.04 In the event the Services of the Consultant are abandoned prior to completion of
Consultant's work, Consultant shall be compensated for Services performed to
the point of abandonment as if such Services were an additional service pursuant
to Section 2 of this Agreement. An act of abandonment shall be deemed to have
occurred when no action has been taken by the Agency relative to the services of
the Consultant for a period of three (3) months from the date of the initial
performance of a service, or there has been a written notification to the
Consultant of an abandonment of the Project by the Agency.
3.05 Consultant fees set forth in this Agreement and Exhibits are guaranteed by
Consultant for a period of twelve (12) months from the date of this Agreement.
Section 4 Personnel.
Consultant has, or will secure, all personnel required to perform the services
under this Agreement. Consultant shall make available other qualified personnel
of the firm as may be required to complete Consultant's services. The Agency
has the right to approve or disapprove any proposed changes in Consultant's staff
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providing service to the Agency. The Agency and Consultant agree that such
personnel are employees only of Consultant and shall not be considered to be
employees of the Agency in any way whatsoever.
Section 5 Term of Agreement.
This Agreement shall continue in full force and effect for a period of thirty-six
(36) months from the date hereof unless terminated by either party by not less
than thirty (30) days written notice to the other party except that the Agreement
shall continue in full force and effect until completion of Consultant's services or
until an abandonment shall have occurred as described in Section 3.04 hereof.
This Agreement may be extended from time to time as agreed by the Agency and
the Consultant.
Section 6 Modification.
This Agreement contains the entire agreement of the parties. It may be amended
in whole or in part from time to time by mutual consent of the parties. This shall
not prohibit the Agency and Consultant from entering into separate agreements
for other services.
Section 7 Assignment.
The rights and obligations of the Agency under this Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of the Agency.
This agreement may not be assigned by the Consultant without the consent of the
Agency except for compensation due Consultant.
Section 8 Disclosure.
Consultant does not assume the responsibilities of the Agency, nor the
responsibilities of the other professionals and vendors representing the Agency,
in the provision of services and the preparation of the financing documents,
including initial and secondary market disclosure, for financings undertaken by
the Agency. Information obtained by Consultant and included in any disclosure
documents is, by reason of experience, believed to be accurate; however, such
information is not guaranteed by Consultant.
Section 9 Confidentiality.
The Consultant agrees that all financial, statistical, personal, technical and other
data and information designated by the Agency as confidential shall be protected
by the Consultant from unauthorized use or disclosure.
Section 10 Indemnification.
The Agency and Consultant shall each indemnify and hold harmless the other
from and against any and all losses, claims, damages, expenses, including legal
fees for defense, or liabilities, collectively, damages, to which either may be
subjected by reason of the other's acts, errors or omissions, except however,
neither will indemnify the other from or against damages by reason of changed
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events and conditions beyond the control of either or errors of judgment
reasonably made.
Section 11 Insurance.
11.01 Consultant shall maintain workers' compensation and employer's liability
insurance during the term of this Agreement.
11.02 Consultant, at its own expense, shall obtain and maintain insurance at all times
during the prosecution of this contract. Such insurance must be written with a
Best Guide "A" -rated or higher insurance carrier admitted to write insurance in
the state where the work is located.
11.03 Certificates of insurance naming the Agency as an additional insured shall be
submitted to the Agency evidencing the required coverages, limits and locations
of operations to which the insurance applies, and the policies of insurance shall
contain a 30 day notice of cancellation or non - renewal.
11.04 Insurance coverages shall not be less than the following:
A. Workers' Compensation
1. State worker's compensation statutory benefits
2. Employer's Liability -policy limits of not less than $1,000,000.
B. Comprehensive General Liability coverage with policy limits of not less than
$1,000,000 combined single limit for bodily injury and property damage and
including coverage for the following:
1. Premises operations
2. Contractual liability
3. Products
4. Completed operation
C. Errors and omissions with policy limits of $1,000,000.
Section 12 Permits/Licenses.
The Consultant shall obtain any permits or licenses, as may be required for it to
complete the services required under this Agreement.
Section 13 Binding Effect.
13.01 A waiver or indulgence by the Agency of a breach of any provision of this
Agreement by the Consultant shall not operate or be construed as a waiver of any
subsequent breach by the Consultant.
13.02 All agreements and covenants contained herein are severable and in the event any
of them shall be held to be invalid by any competent court, this Agreement shall
be interpreted as if such invalid agreements or covenants were not contained
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herein, and the remaining provisions of this Agreement shall not be affected by
such determination and shall remain in full force and effect. This Agreement
shall not fail because any part or any clause hereof shall be held indefinite or
invalid.
13.03 Each party hereto represents and warrants that this Agreement has been duly
authorized and executed by it and constitutes its valid and binding agreement,
and that any governmental approvals necessary for the performance of this
Agreement have been obtained.
13.04 The validity, interpretation and construction of this Agreement and of each part
hereof shall be governed by the laws of the State of California. Venue for any
lawsuit concerning this agreement is 6rekge County, California.
Gay AnWe5
IN WITNESS Whereof, the parties have duly executed this Agreement as of the day and year
first above set forth.
CITY OF ARCADIA REDEVELOPMENT AGENCY
By: Title: Executive Director
Date: a1 aj 0'>
HELDMAN, ROLAPP & ASSOCIATES
19900 MacArthur Boulevard, Suite 1100
Irvine, CA 92612
By: 6a
D 7/7/07'
AS TO FORM:
Stephe<i�ch�\�?� /�
Agency Counsel
Title: ( /' /nJc'/O 4- C
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EXHIBIT A
TO
PROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADVISOR
BY AND BETWEEN
THE CITY OF ARCADIA REDEVELOPMENT
AND
FIELDMAN, ROLAPP & ASSOCIATES
Scope of Services
A. General Services.
The Consultant shall perform all the duties and services specifically set forth herein and shall
provide such other services as it deems necessary or advisable, or are reasonable and necessary to
accomplish the intent of this Agreement in a manner consistent with the standards and practice of
professional financial advisors prevailing at the time such services are rendered to the Agency.
The Agency may, with the concurrence of Consultant, expand this Agreement to include any
additional services not specifically identified within the terms of this Agreement. Any additional
services may be described in an addendum to this Exhibit A and are subject to fees described in
Exhibit B to this Agreement.
B. Debt Issuance Services.
The Consultant shall assume primary responsibility for assisting the Agency in coordinating the
planning and execution of each debt issue relating to the Project. Insofar as the Consultant is
providing Services which are rendered only to the Agency, the overall coordination of the
financing shall be such as to minimize the costs of the transaction coincident with maximizing the
Agency's financing flexibility and capital market access. The Consultant's proposed debt
issuance Services may include, but shall not be limited to, the following:
• Establish the Financing Objectives
• Develop the Financing Schedule
• Monitor the Transaction Process
• Review the Official Statement, both preliminary and final
• Procure and Coordinate Additional Service Providers
• Provide Financial Advice to the Agency Relating to Financing
Documents
• Compute Sizing and Design Structure of the Debt Issue
• Plan and Schedule Rating Agency Presentation and Investor Briefings
• Conduct Credit Enhancement Procurement and Evaluation
• Conduct Market Analysis and Evaluate Timing of Market Entry
• Recommend Award of Debt Issuance
• Provide Pre - Closing and Closing Assistance
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Specifically, Consultant will:
1. Establish the Financing Objectives.
At the onset of the financing transaction process for the Project, the Consultant shall
review the Agency's financing needs and in conjunction with the Agency's management,
outline the objectives of the financing transaction to be undertaken and its proposed form.
Unless previously determined, Consultant shall recommend the method of sale of debt
and outline the steps required to achieve efficient market access.
2. Develop the Financing Timetable.
The Consultant shall take the lead role in preparing a schedule and detailed description of
the interconnected responsibilities of each team member and update this schedule, with
refinements, as necessary, as the work progresses.
3. Monitor the Transaction Process.
The Consultant shall have primary responsibility for the successful implementation of the
financing strategy and timetable that is adopted for each debt issue relating to the Project.
The Consultant shall coordinate (and assist, where appropriate) in the preparation of the
legal and disclosure documents and shall monitor the progress of all activities leading to
the sale of debt. The Consultant shall prepare the timetables and work schedules
necessary to achieve this end in a timely, efficient and cost - effective manner and will
coordinate and monitor the activities of all parties engaged in the financing transaction.
4. Review the Official Statement.
a. Generally, SEC, MSRB, and GFOA guidelines encourage full disclosure so
that potential investors have sufficient data to analyze each proposed
financing. Upon direction of the Agency, the Consultant shall take the lead
in review of the official statement for each debt issue relating to the Project
to insure that the Agency's official statement is compiled in a manner
consistent with industry standards, typically including the following matters:
• Legal Authority for the Financing
• Security for the Financing
• Restrictions on Additional Financings
• Purpose and Funds for which the Financing is Being Issued
• Governmental System
• Financial Management System
• Revenue Sources: Historic, Current and Projected
• Outstanding Financings
• Planned Future Financings
• Labor Relations and Retirement Systems
• Economic Base
• Annual Financial Statements
• Legal Opinions Regarding Tax Exemption
• Such Other Matters as the Context May Require.
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b. The Consultant shall maintain and update the official statement on its word
processing system until such time as it is near final and suitable for transfer
to the financial printer, in order to minimize the costs of revisions made by
the printer.
5. Procure and Coordinate Additional Service Providers.
Should the Agency desire, the Consultant may act as Agency's representative in
procuring the services of financial printers for the official statement and related
documents, and for the printing of any securities. In addition, the Consultant may act as
the Agency's representative in procuring the services of trustees, paying agents, fiscal
agents, feasibility consultants, redevelopment consultants, or escrow verification agents
or other professionals, if the Agency directs.
6. Provide Financial Advice to the Agency Relating to Financing Documents.
Simultaneous with assisting in the preparation of official statements for each debt issue
relating to the Project, the Consultant shall assist the managing underwriters, bond
counsel and /or other legal advisors in the drafting of the respective financing resolutions,
notices and other legal documents. In this regard, the Consultant shall monitor document
preparation for a consistent and accurate presentation of the recommended business terms
and financing structure of each debt issue relating to the Project, it being specifically
understood however that the Consultant's services shall in no manner be construed as the
Consultant engaging in the practice of law.
7. Compute Sizing and Design Structure of Debt Issue.
The Consultant shall work with the Agency's staff to design a financing structure for each
debt issue relating to the Project that is consistent with the Agency's objectives, that
coordinates each transaction with outstanding issues and that reflects current conditions
in the capital markets.
S. Plan and Schedule Rating Agency Presentation and Investor Briefings.
The Consultant shall develop a plan for presenting the financing program to the rating
agencies and the investor community. The Consultant shall schedule rating agency visits,
if appropriate, to assure the appropriate and most knowledgeable rating agency personnel
are available for the presentation and will develop presentation materials and assist the
Agency officials in preparing for the presentations.
9. Conduct Credit Enhancement Evaluation and Procurement.
Upon the Agency's direction, the Consultant will initiate discussions with bond insurers,
letter of credit providers and vendors of other forms of credit enhancements to determine
the availability of and cost benefit of securing financing credit support.
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10. Conduct Market Analysis and Evaluate Timing of Market Entry.
The Consultant shall provide regular summaries of current municipal market conditions,
trends in the market and how these may favorably or unfavorably affect the Agency's
proposed financing.
a. Competitive Sales.
For all types of competitive sale of debt, the Consultant shall undertake such
activities as are generally required for sale of securities by competitive bid
including, but not limited to the following:
• Review and comment on terms of Notice of Sale Inviting Bids
• Provide advice on debt sale scheduling
• Provide advice on the use of electronic bidding systems
• Coordinate bid opening with the Agency officials
• Verify bids received and make recommendations for acceptance
• Provide confirmation of issue sizing, based upon actual bids received,
where appropriate
• Coordinate closing arrangements with the successful bidder(s)
b. Negotiated Sales.
In the case of a negotiated sale of debt, the Consultant shall perform a thorough
evaluation of market conditions preceding the negotiation of the terms of the sale
of debt and will assist the Agency with the negotiation of final issue structure,
interest rates, interest cost, reoffering terms and gross underwriting spread and
provide a recommendation on acceptance or rejection of the offer to purchase the
debt. This assistance and evaluation will focus on the following areas as
determinants of interest cost:
• Size of financing
• Sources and uses of funds
• Terms and maturities of the debt issue
• Review of the rating in pricing of the debt issue
• Investment of debt issue proceeds
• Distribution mix among institutional and retail purchasers
• Interest rate, reoffering terms and underwriting discount with comparable
issues
• Redemption provisions
11. Recommend Award of Debt Issuance.
Based upon activities outlined in Task 10(a) and 10(b) above, the Consultant will
recommend accepting or rejecting offers to purchase the debt issue. If the Agency
elects to award the debt issue, the Consultant will instruct all parties and help
facilitate the actions required to formally consummate the award.
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12. Provide Pre - Closing and Closing Activities.
The Consultant shall assist in arranging for the closing of each financing. The
Consultant shall assist counsel in assuming responsibility for such arrangements as
they are required, including arranging for or monitoring the progress of bond
printing, qualification of issues for book -entry status, signing and final delivery of the
securities and settlement of the costs of issuance.
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EXHIBIT B
TO
FINANCIAL ADVISORY SERVICES AGREEMENT
BY AND BETWEEN
CITY OF ARCADIA REDEVELOPMENT
AND
FIELDMAN, ROLAPP & ASSOCIATES
Fees and Expenses
Part 1: Fee for Services
Financial Advisory Services performed pursuant to Section 1 of this Agreement, and as more
fully described in the Scope of Services set forth in Exhibit A, will be billed for at the amounts set
forth below:
Transaction Size Fees
$1 to $20,000,000 $45,500
$20,000,001 to $50,000,000 $55,500
$50,000,001 and above to be negotiated
Payment of fees earned by Consultant pursuant to this Part 1 shall be contingent on, and payable
at the closing of the debt issue(s) undertaken to finance the Project. If the Agency elects to issue
Housing Set Aside Bonds, an additional $9,500 will be added to the fee amounts listed above.
Part 2: Other Services
Unless agreed to otherwise, financial advisory services performed pursuant to Section 2 of this
Agreement will be billed at the then current hourly rates. The table below reflects the rates in
effect as of the date of execution of this Agreement.
Personnel
Hourly Rate
Executive Officers ............................. ...............................
$300.00
Principals........................................... ...............................
$290.00
Senior Vice President ........................ ...............................
$275.00
Vice Presidents .................................. ...............................
$225.00
Assistant Vice President .................... ...............................
$195.00
Senior Associate ................................ ...............................
$150.00
Associate............................................ ...............................
$125.00
Analyst................................................. ............................... $85.00
Administrative Assistants .................... ............................... $65.00
Clerical................................................. ............................... $35.00
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Expenses
Expenses will be billed for separately and will cover, among other things, travel, lodging,
subsistence, overnight courier, computer, internet posting and fax transmission charges.
Advances made on behalf of the Agency for costs of preparing, printing or distributing disclosure
materials or related matter whether by postal services or electronic means, may also be billed
through to the Agency upon prior authorization. Additionally, a surcharge of 6% of the net fee
amount is added to verifiable out -of- pocket costs for recovery of costs such as telephone, postage,
document reproduction and the like.
Limiting Terms and Conditions
The above fee is based on completion of work orders within six months of the Agency's
authorization to proceed, and assumes that the Agency will provide all necessary information in a
timely manner.
The fee shown above in Part 1 presumes attendance at up to 8 meetings in the Agency's offices or
such other location within a 25 -mile radius of the Agency place of business as the Agency may
designate. Preparation for, and attendance at Board of Directors meetings on any basis other than
"by appointment" may be charged at our normal hourly rates as shown in Part 2, above.
Abandonment
If, once commenced, the services of the Consultant are terminated prior to completion of our final
report for any reason, we are to be reimbursed for professional services and direct expenses
incurred up to the time we receive notification of such termination at the standard hourly rates
shown in Part 2.
City of Arcadia Redevelopment/Fieldman, Rolapp & Associates Exhibit B, Page 2
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