HomeMy WebLinkAboutCC 5 BOND COUNSEL 12-21-92CONSENT CALENDAR NO. 5
12/21/92 -
�ti�'4.
r-COM J
me
kTE: DECEMBER 15, 1992
TO: WILLIAM A. HUSTON, CITY MANAGER
FROM: RONALD A. NAULT, DIRECTOR OF FINANCE
SUBJECT: SELECTION OF BOND COUNSEL AND FINANCIAL ADVISOR FOR PROPOSED
WATER CORPORATION BOND ISSUE
RECOMMENDATION:
Authorize the City Manager to accept the proposals from Bartle
Wells Associates to provide financial services and from Mudge Rose
Guthrie Alexander and Ferdon for Co -Bond Counsel services for the
proposed 1993 Water System Financing and Refunding.
DISCUSSION:
Staff has requested a proposal from the two firms that are the most
familiar with our current structure. They both worked on the
original 1983 Bond issue that was the financing vehicle for the
acquisition of the water system. Staff. is recommending the
acceptance of both proposals, not only based on the reasonableness
of the proposed fees but also, the expertise that both firms have
demonstrated in their respective fields. Both firms were
instrumental in completing the original financing in a timely
manner which resulted in very competitive rates. for the time. It
is anticipated that their experience with past documents etc., will
enhance the progress of the proposed issue.
Fees are proposed by Bartle Wells at $37,000 plus out of pocket
expenses. Based on an issue size of about $11,000,000 this is .3
percent of the total issue. Mudge Rose has proposed $49,500 plus
out of pocket expenses for a cost of .45 percent of the total
issue.
The approval of this proposal will put together the financing team.
Resolutions authorizing issuance and other documents will be
submitted to the City Council during January and February for an
bLnti ated bond sale in late February, March.
Ron A. Nault
Director of Finance
�. RAN :1 s
Attachment
a:bndissu.wtr
DEC -14-192 MON 15:17 I D: MUDGE KUSE L. H. i tL NU; cl-') btya-
PROPOSAL TO SERVE AS
CO -BOND COUNSEL
TO
CITY OF TUSTIN, CALIFORNIA .
for
1993 WATER SYSTEM FINANCING
Submitted
b3'
NUDGE ROSE GUTHRIE
ALEXANDER & FERDON
Los Angeles Office
(on behalf of Mudge Rose Guthrie Alexander & Ferdon
and Rourke, Woodruff & Spradlin)
December 14, 1992
DEC -14—'92 MON 15:17 I D : MUDGE ROSE L. H. ILL NU : e_ 1..5 000 -1 ---AD
Iso Nwloc« u64c
qcw NOMI. New WORK 441436-4011110
1110, -.10 -soon
tso II/T11 AVCNuc
eu1Tc 1060
NCw vowlcl 64. T. lot 11.0/40
1111.3311-1000
64046410, 660000,i►Tc CCNTiII two
"oMc u0,0,ew 0,0640 MO^O OLOo. o
AAIIa1raANV. wcw 61911acT OlpaA• IOf a
201-346-0"46
sTEPH[N T. COLE
PARTN [II
M U OGE R03E GUTH RI E ALEXANDER & FCRDo N
2 1 OT FLOOR
333 SOUTH ARANO AVENUE .
LOS ANGELES, CALIFORNIA 00071-15115
It 13-6 13- 1 1 12
FACa1MILe:
e 1 11.11116-1 110,0,
December 14, 1992
City of Tustin
15222 Del Amo Avenue
IZustia, California 92680
Attention: Ronald A. Nault, Finance Director
_. Proposal to Serve as
Co -Bond Counsel to the
City or Tustin for 1993 Water System Financing
Dear Ron:
MG 7 1 ( ._./ - V
1181 K aTKCT. W.W.
IwsalNeToN. 0,.c. 1106&7.1000
i01.4t�-��as
BulTE SM. wowroMloae aeaTda!
ala NOaTN PLAGLCA awlvc
Weer ►ALN a11ACn. IL. a3401•4aaA
"p-eao-e loo
111.awc0,KLApaw
70,0011. ►AIMS. /AAMCL
111 42. Be. ev. 111
T011►N0M0M 31 MOM MALOIN•
0-1 TOAANol110N 2-Cw011e. MINATO-Ku
TOKrO 104..►Atiw
1001 3431-1181,1
wa1T[a-f OIwcCT Nu11e1CA
(213) 229-2348
Thank you for the invitation to submit a proposal to serve as Co -Bond Counsel to the
City of Tustin (the "City") in connection with the contemplated issuance of its bonds or certificates
of participation (the."Obligations") relating to the City's water system, as described in your letter dated
December 1, 1992. Our firth, together with Rourke, Woodruff & Spmdlin, would be very pleased to
serve as Co -Bond Counsel to the City for the proposed financing. We believe that our casrreat rola
as Co -Bond Counsel to the City and our role as Co -Bond Counsel to the City in connection with the
issuance of the water system bonds to be refunded places us in a unique position to serve the City.
In our proposal, we have attempted to keep our answers as concise and to the point
as possible. As you requested, we have enclosed three copies of our proposal.
In an attempt to provide you with a quick overview of the contents of our proposal,
we present you with a brief summary which hits the major points of our proposal.
As you know, Mudge Rose is a firm of approximately 300 lawyers. Nealy 60 of our
lawyers are in the Public Finance Department and 15 lawyers are in the Tax Department. Since July
i, 1981, we have been involved in over 3,200 long-term tax-exempt issues, of which over 455 issues,
totalling over $37 billion, have been for California issuers. During that time we have acted as Bond
uu01 \6253%2507.5
DEC -14-'92 MON 15:18 ID: MUDUE KUSt L. H. iLL Nu L1J OOC! 1
City of Tustin
December 141, 1992
Page 3
Counsel or Co -Bond Counsel in numerous water facility financings, refundings, and owl cotes of
participation financings.
As Co -Bond counsel to the City, we would be prepared to do all that is necessary to
assist the City in issuing the Obligations in as expeditious a manner as possible. We would be eager
to work with the City and its Financial Advisor, Bartle Wells Associates, in the preparation of all
documents necessary to secure tht payment of the Obligations.
I
We have extensive experience in water facility financings, refundings, and certificates
of participation financings. We. have acted as counsel to all sides of the transaction, i.e., bond counsel.
underwriters, counsel, tax counsel and counsel to the letter of credit provider (If any). We Possess
unparalleled expertise in the various financing structures available to the City and would advise it of
the positive and negative implications of each structure.
Given the depth of our expertise and our familiarity with the City and its prior
financings, including the City's water system bonds to be refunded, we can assist the City from the
initial structuring of the financing to the sale and issuance of the City's Obligations.
We appreciate the opportunity to be the City's Co -Bond Counsel and to be considered
to serve as the City's Co -Bond Counsel for the proposed financing. If you have any questions with
respect to our proposal or if further Information is needed, please do not hesitate to contact me at
(213) 229-2348.
Very truly yours,
mLmGE ROSE GUTHRIE
ALEXANDER do FERDON
Lai \6=2507.s
DEC -14-'92 MON 15:19 ID:MUDGE ROSE L.A. TEL NU:213 680-13�d
TABLE OF CONTENT'S
iaG7 r P" 1:J0/ 10
I. INT'RODUCT'ION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . go . . 1
A.
Mudga Rose Generally .......................................... 1
B.
Description of Mudge Rose, and its Applicable Practice Areas ........... 3
IV. SCOPE OF SER • ICES . . . . ./.��./�0 a . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1. Description Rose ............................ 3
A. General Scope of Se. • ices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(/o�]f���Mudge
/B�r�iefT
2. Ile Los Angeles tike . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Be Issuance of Additional Bonds and Refunding of 1983 City of Tustin Water
3. Applicable Practice Areas ......................... 0 0 4 4, ..... 4
(a) Public Finance ........ . 0. . . 0. . . . . . . . . . . . . . . . . . . . 0.0 . 0. 4
(b) Tax ............................................... S
It. REFERENCES........................................................
6
III. PROJECT TEAM .....................................................
.6
IV. SCOPE OF SER • ICES . . . . ./.��./�0 a . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
A. General Scope of Se. • ices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Be Issuance of Additional Bonds and Refunding of 1983 City of Tustin Water
Corporation Lease Revenue Bonds, Series A .........................
8
V. FIRM CAPABILTITES ANIS EXPERIENCE .................................
9
A. Water Facilities Financing Experience ..............................
9
B. Cartirmtes of Participation Experience .............. "0 0 0 . 6 ..........
10
C. Refunding Experience ........ . . . . .. .. . . . . . . . . . .. . . ....... 0 8 9 6 ...to
D. Experience with the City of Tuatin.................................
11
VI. FEE PROPOSAL .....................................................
It
VII, CONCLUSION........................................................
12
APPENDIXA ............................... :......................;.....
A.1
APPENDIXB ............................................................
&i
APPENDIXC ............................................................
G1
uA01 `6253%zot.5 i .
DEC -14-'92 MON 15:19 I D : MUDGE ROSE L. H. I EL Nu : G l J oov 1 JJGJ •.
-- PROPOSAL TO SERVE AS CO -BOND COUNSEL TO
-THE CITY OF TUSTIN
Submitted by
MUDGE ROSE GUTHRIE ALEXANDER & FER.DON
Los Angeles, CAlitbrnis
(on behalf of Mudge Rost Guthrie Alexander & Ferdon and
Rourke, Woodruff & Spradlin)
This Proposal is submitted by Mudge Rose Guthrie Alexander & Ferdon (*Mu%r
Rosen or the "Firth") in response to the Request for Proposal of the City of Tustin(the rte W)
Bond Counsel services related to financing the City's construction of water faCiliticA
is of
a loan from Orange County Water District and the refunding of certainSC Guthrie
Tustin dWater
Corporation Bonds. 'This Proposal is submitted
Together, wcf of wouldactas Co -Bond Counsel Given
Ferdon and Rourke, Woodruff & Spradlin.
the. City's familiarity with the firm of Rourke, Woodruff cit Spradlin as City Attorney to the City,
and given that Mudge Rose would assume primary responsibility for performing the scope of work,
this Proposal focuses on the quaUjcationa of Mudge Rose.
Please direct any questions or requests for further information to Stephen T. Cole,
Esq. at (213) 229-2348.
1. INTRODUCTION
A. Mudge Rose GenerxllY
Before getting forth in detail the experience and capability of the Firm, we
are pleased to note that Mudge Rose ...
• has acted as Co -Bond Counsel to the City for the past decade.
• acted as Co -Bond Counsel to the City in connection with the issuance of the
City's Water Corporation Bonds, now proposed to be refunded.
a has over 100 years of experience in rendering approving Bond Counsel
opinions. '
• has extensive experience in all aspects of lease flnancing programs.
a teamed to originate certificates of participation financing in California.
• has successfully completed over 190 certificate of participation financings
since July 1981, aggregating in access of $5.5 billion in principal amount.
LAW \fiss\isot.s
DEC -14-192 MON 15:20 I D : MUDGE KUSt L. H. i tL NU : ,el ,J 000- 1.J- J .. --
• has approximately 60 attorneys nationwide, including 11 attorneys In
California. practicing in public finance.
• has served as counsel in more than 1Z general obligation bond financings
since 1981, aggregating over $2.9 billion in principal amount.
• teamed to structure the State of California's urgently needed warrants
financing program during the State's 1983 fecal crisis.
• served as note counsel to the State of Calltocnia in Its $3 billion 1989.90
Revenue Anticipation Notes financing.
• has consistently ranked at or near the top of all law firms in rendering the
approving Bond Counsel opinion on long-term financings (over 5% billion
since 1985).
• has been involved as Bond Counsel, underwriters' counsel or special counsel
in over 3,200 long-term tax-exempt issues since 1981, of which over 455
issues, totalling over $37 billion, have been for California issuers.
• broke the "logjam" created by pending tax reform in 1985 and 1986 by
rendering the tax opinions that restarted the tax-exempt finance market.
• at its client's urgent request, stepped in and obtained reversal on rehearing
of a California Court of Appeals' decision which would have invalidated
btlilons of dollars of bonds issued by California local ap neles.
• frequently assists both issuers and underwriters In analyzing and assuring
the legality of new financings.
• has rendered approving Bond Counsel opinions in every state and
commonwealth of the United States
• has served as counsel to every major investment banking and underwriting
then.
• maintains ofi'icts in Los Angeles, New York City, Washington, D.C., West
Palm Beach, Florida, Now Jersey,, Tokyo, Japan and Paris, France.
• has never had Its Bond Counsel opinion snccesslltily challenged in any court.
Mudge Rose, one of the most experienced Bond Counsel firms in the United States,
has been a major factor in a very large portion of the innovations in tax-exempt finance over the
recent past, including certi&Ates of participation, tax-exempt commercial paper, daily -rate variable
instruments, interest* rate swaps, synthetic fixed-rate financings, joint action agency financings and
many others.
LAW W53\25073 2
DEC -14-'92 MON 15:21 I D: MUDGE RUSE L. H. ILL NU: T1s i rvL11 a4 -J. --
Also,
. ^
Also, Mudge Rose ...
• structured the first variable rate assessment bond financing by a California
general law city (La., the City of Tustin).
• structured the first variable rate general obligation financing for a California
water district.
• prepared the legislation which initiated the expansion of California joint
action agency financing. ,
• has participated In the drafting of, and assisted in obtaining the passage of;
Federal legislation, including Federal tax laws, transition relief rules,
interstate project financings and the formation of financing projects through'
Federal agencies.
♦ recently assisted in the drafting of and obtaining the passage of an
amendment to the Mello -Roos Act which offers local jurisdictions a source
of long-term funding for the cleanup of toxic contamination on public and
private property.
B. Description of Mudge Rose and its Applicable Practice Areas
L Brief Description of Mudge Rose
Mudge Rose and its predecessor firms have been engaged in the practice of law since
1869. Mudge Rose maintains offices in Los Angeles, New York City, Washington, D.C., West Palm
Beach, Florida, New Jerseyl, Tokyo, Japan and Paris, France. All of Mudge Rose's domestic offices
communicate with the other offices via a sophisticated. computer network.
Mudge Rose is a nationally re copnized Bend Counsel firm and has served as such
in every state; territory and commonwealth of the United States. Mudge Rose is composed of
approximately 300 lawyers, of whom 87 are partners, 189 are associates and 24 are counsel.
Approximately 75 of Mudge Rose's attorneys nationwide, including 11 attorneys in the Los Angeles
Office, work primarily in the area of public finance or Federal income taxation as it relates to public
finance, and the rest of the Firm's attorneys are assigned to the Corporate, Litigation, Real Estate,
Tax, or Trusts A Estates Department.
L The Los Angeles OtAce
The Los Angeles Office has been serving Mudge Rose's rapidly growing clientele in
the western United States since 1982. A representative list of the clients served by the Los Angeles
Office includes: City of Tustin, County Sanitation Districts of Orange County, City of San Diego,
City of Anaheim, Orange County Water District, Southern California Public Power Authority, the
County of Los Angeles, the County of Orange, the Countyof San Bernardino, the County of
Riverside, the County of San Diego, the City of San Bernardino, the State of California, the Los
Angeles Memorial Coliseum Commission, the Los Angeles Community Redevelopment Agency, the
Metropolitan Water District, the City of Los Angeles, the Los Angeles Department of Water and
LAM 4253%507-5 3
DEC -14-'92 MON 15:21 I D : MUDUE ROSE L. A. I EL NU : 21.3 000-1- ADO ..
-- Power, the City of Pasadena, the City of Long Beach, the City of Beverly Hills and the Los Angeles
Harbor Department Lawyers in the Los Angeles Office also represent virtually every major
investment banking firm and many major international and domestic banks, including The
Mitsubishi Trust and Banking Corporation, Canadian Commercial Bank, The Mitsui Trust &
Banking Co., Ltd., The Fuji Bank, Limited, The Sumitomo Trust & Banking Co., Ltd., The
Industrial Bank of Japan, Limited, The Mitsubishi Bank, Limited, Canadian Imperial Bank of
Commerce and Seattle First National Bank.
The Los Angeles Office's services are rendered primarily in the area of public
finance, corporate, banking, real estate, tax, labor law and litigation. If Mudge Rose is =elected, Its
work for the City would be done from the Los Angeles Office.
3. Applicable Practice Areas
The complex nature of Mudge Rose's practice often requires the collaboration of
specialists from more than one practice group. To enhance such collaboration, the Los Angeles
Office regularly trains its associate attorneys in two or more practice areas.
Practice areas at Mudge Rose include litigation, securities, real estate, labor,
environmental and, of particular relevance to the City, the following;
(a) Pubile Finance. The Public Finance Department has over a century of
continuous experience in approving opinions for municipal obligations. Mudge Rose's public finance
attorneys render professional services in connection with every phase of municipal finance, including
the preparation and review of general and special laws and charter enactments and amendments,
as well as the preparation of the proceedings of numerous counties, cities, villages, towns, boards,
agencies (including joint action agencies), authorities, school districts and transit, water, sewer,
sanitary, irrigation and other special improvement districts.
Since July 1, 1981, Mudge Rose has been involved as Bond Counsel, or underwriters'
or special counsel, in over 3,200 long -tem tax-exempt issues, of which over 455 issues, totaling over
$37 billion in principal amount, have been for California Issuers. This broad experience has
provided Mudge Rose with a foundation that permits it to analyte and structure the complex
fuianeings demanded by gay's municipal marketplace.
Mudge Rose's expertise extends to all types of short, medium and .long-term
borrowings, Including commercial paper transactions, credit facility arrangements (including letters
of credit), variable rate debt instruments, option bonds and capital appreciation bonds. In addition,
Mudge Rose frequently assists both issuers and underwriters in analyzing and assuring the legality
of new financings, thercby -minimizing associated risks. Projects financed with Mudge Rose's
assistance have Included water and sewer facilities, solid waste, pollution control and resource
recovery facilities, government office buildings, laboratory facilities, sports facilitim criminal justice
facilities, public power facilities, docks and wharves, convention facilitim transportation, housing,
health care, redevelopment, schools and roads.
The Los Angeles Office undertakes an ongoing review of California legislative
services, maintains contact with various legislative offices, and works with organizations much as the
California Public Securities Association, the California Municipal Utilities Association and the '
LA01. 16253\25OT. S
DEC -14-'92 MON 15:22 I D : MUDGE ROSE L. R. 1 LL Nu : ,� 1 J Ot311-1 Jx .,c Z)r r 4..&1 .%_J
Association of California Water Agencies to monitor legislative developments which could affect
its clients. Since 1979, Mudge Rose has prepared or assisted in the preparation of substantial
legislation directly benefitting California public bodies in their financing efforts.
Most recently, the Los Angeles Office has developed a structure for the financing
of hazardous waste cleanup on a tax-exempt basis, taking advantage of a 1989 tax ruling. The Los
Angeles office prepared the necessary California legislation (Assembly Bill No. 2610). which
became effective on June 26, 1990, amending the Mcllo-Roos Community Facilities Act of 1982.
Mudge Rose has also participated in the drafting ot; and assisted in obtaining the
passage o4 significant amounts of legislation at the Federal level, including legislation involving
Federal tax laws, transition relief rules, interstate project financings and the formation and financing
of projects through Federal agencies.
(b) Tax. The Tax Depament's abilities are probably beat demonstrated by both
the number and variety of issuers which Mudge Rose has represented or been involved with in the
past. In those instances where novel or unprecedented tax questions have been presented, the Tax
Department has prepared, filed and discussed with the U.S. Treasury and Internal Revenue Service
personnel, ruling requests on behalf of Firm clients which have resulted in favorable rulings in
virtually every facet of tax-exempt financing. Mudge Rose has substantial experience in the -areas
of so-called sexampt person" financings (e.g., health care, college and other non-profit corporations)
and mc=pt activity" financings (e.g., pollution control, solid waste disposal, airport, port, residential
housing, sports and recreational facilities) and in the increasingly detailed and specialized "arbitrage
bond" provisions of the Internal Revenue Code. Its capabilities also extend to questions of state
and local taxation, with special emphasis on their application to public financings. In addition,
he
Tax Department frequently provides special tax counsel services in transactions in which the
appointed Bond Counsel lacks the necessary expertise in tax matters.
The tax group in the Los Angeles Office provides advice regarding variousissues
related to Federal and state income taxation to other practice groups within the Los Angeles Off be.
and throughout Mudge Rose as a whole. Most of the efforts of this group are related to Mudge
Roses public finance and corporate finance practices. In addition to helping structure specific
financings being undertaken by Mudge Rose, the tax group works closely with investment banking
firms, helping such firms create innovative new products for the financial _ marketpla rulings
u
representation Includes rendering tax advice, as well as representing clients seeking p
from the Internal Revenue Service. Tax attorneys in
the Los Angeles Office have also worked
closely with Congressional tax writing committee staff members in drafting Federal tax reform
legislation.
LA01 \62l3W0T.3
DEC -14—'92 MON 15:23 I I'.: MUDGE ROSE L. A. I LL Nu : ,d l .5 bt►l�-1 J�tr *� - "
11. REFERENCES
The following references may be contacted with regard to our. axpetienee and
commitment to the highest quality of service to our clients.
Mr. Ornulf Thoresen
Vice President
Citibank, N.A.
20 Exchange Place
New York, New York 10268
(212) 825-2001
Ms. Patricia M. Gorezyca
Financial Manager
County Sanitation Districts of Orange County
10844 Ellis Avenue
P.O. Box 8127
Fountain Valley. California 92728-8127
(714) 962.2411
Mr. Michael A. Bell
Manager, Financial Services Division
Public Utilities Department
City of Anaheim
200 South Anaheim Boulevard
Anaheim, California 92805
(714) 254-5100
III. PROJECT TEAM
Each of the attorneys listed below works in the Los Angeles Office of Mudge Rosen
located at 333 South Grand Avenue, 21st Floor, Los Angeles, California 90071 (213) 613-1112. In
addition, one or more attorneys from Rourke, Woodruff do Spradlin will be assigned to the
financing. Mudge Rose and Rourke, Woodruff and Spradlin are prepared to devote the requisite
amount of time and assign the requisite number of attorneys to each matter assigned tom by the
City to ensure that the City meets its time schedules. The Mudge Rose attorneys will assigned
to the financing, and Stephen T. Cole will have primary day-to-day responsibility on the financing.
With the approval of the City, additional attorneys will be assigned to the financing, if necessary.
•STEPHEN T. COLE. Mr. Cole is a partner in the Public Finance Department of the Los Angeles
Office. He received his B.A. degree in 1976 from Montana State University and his J.D. degree
in 1979 from New York University School of Law, where he was a Root -Tilden Scholar. Mr. Cole
joined Mudge Rose in 1979 and is a member of the New York and California Bars.
Mr. Cole has over 14 years of experience in municipal finarice and his acted as Bond
Counsel in numerous new money and refunding issues. In addition to extensive experience in public
power and traditional revenue bond financings, Mr. Cole has substantial experience in certl%cates
Lgi %6s3\2507.5 6
DEC -14-'92 MON 15:23 I D : MUDGE ROSE L. A. TEL NU : � 1 J btld-1 Jam._ +t4=7( r 1-.' 1 u
of participation financings, as well as in taxable financings combined with guaranteed investment
agreements. and general certificates of participation and variable rate cectifuates of participation.
Mr. Cole also has experience in water system financings and is currently acting as underwriters'
counsel in a $136,000,000 water revenue refunding certificates of participation matter for the San
Diego County Water Authority, which matter is scheduled to close in January, 1993. Mr. Cole has
also acted as bank counsel for various banks.
EDWARD W, LONG, Mr. Long heads the Los Angeles Office and is a partner in tho Public
Finance Department. He graduated from LeMoyne College with a B.S. degree in Business in 1967,
and from Columbus School of Law of the Catholic University of America in 1970 with a J.D.
Degree. In 1969.70, he was one of the six members of the Editorial Board of the Law Review. He
was admitted to the New York Bar in 1971 and the California Bar in 1982 Mr. Long has over 21
yearn axperienae in municipal and corporate finance, including revenu&based and tax -based
financings for California public bodies involving billions of dollars of borrowings. Mr. Long has
extensive o perience in financings involving water systems and credit -support arrangeaaents. Mr.
Long acted as Co -Bond Counsel to the City of Tustin in connection with the City's water system
bonds to be refunded.
CAROLYN I& CLARK. Ms. Clark is an associate in the Public Finance Department, resident in the
Los Angeles Office. She graduated from UCLA with a B.A. degree in 1983 and from the University
of Southern California Law School with a J.D. degree in 1986. Ms. Clark is a member of the
California Bar. Ms. Clark has worked on a variety of corporate and tax-exempt financings, including
municipal utility financings, multifamily housing financings, variable rate and "multi -mode"
financings, tax-exempt leasing, revenue anticipation note financings, commercial paper programs and
refundings. In addition, Ms. Clark has extensive experience in motes of participation
financings.
FREDERICK S. KUHLMAN. Mr. Kuhlman is an associate in the Public Finance Department,
resident in Los Angeles. He received a B.A. from Northern Illinois Univcrsity, and an M.A. from
the University of Southern California. In June 1992 Mr. Kuhlman received a J.D. with honors from
Loyola Law School, Los Angeles, where he was a member of the Law Review. Mr. Kuhlman has
worked on a major joint powers authority financing since joining the firth in September 1992.
IV. SCOPE OF SERVICES
A. Generoi Scope of Services
In the performance of our services as Co -Band Counsel to the City, we would do all
that is necessary to assist the City in developing the structure or structures most efficient . to
accomplish its financing objectives, and we would provide 411 services necessary to enable the City
to authorize, issue, sell and deliver its bonds or certificates of participation under existing laws. We
would be available to advise the finance team as to approaches which may be incorporated into the
City's financing plan to assure the expeditious issuance of the bonds or certificates of participation.
In addition, if desired, we would make our offices available to the City for the purpose of
conducting any meetings with regard to the documents relating to an offering of the bonds or
certificates of participation and for the closing of the transaction, and for the purpose of conducting
the City's competitive bid auction, if the obligations are sold on a competitive basis.
not \6253\2507.5
DEC -14-'(32 MON 15:24 I D : MUDGE ROSE L. H. l t�
To the extent necessary, we would further undertake statutory, docisional -ind
constitutional research in response to questions raised as to the validity of any method of financing
chosen for the proposed financings and refinancings and the legal authority for any proposed
method. We would review and prepare the proceedings necessary to authorize the issuance of the
bonds or certificates of participation, which proceedings would fisc the security, describe the details
and authorize the issuance and sale of the bonds or certificates of participation. Additionally, we
would prepare, or help the City's counsel prepare, where necessary. the various resolutions, trust
indenture and security agreements which would be entered into by the City and such other
documents necessary to secure the payment of the bonds or certificates of participation. Where
necessary, we would prepare and review agreements for any credit support facility (if any) and
d vnm and comment upon such agreements with Mr. Ronald Nault and Ms. Lora Stovall With
regard to the printing of the bonds or certificates of participation, we would examine and dear the
proofs and the form of the bonds or certificates of participation to be executed and would prepare
all documents of the City necessary for the closing and delivery of the bonds or certificates of
participation to the purchasers thereof. We would also prepare or review the various dosing
certificates and opinions required. At the closing, we would deliver our final approving opinion in
respect of the bonds or certificates of participation.
The proposed financing would be reviewed by our Tax Department to assure that
the financing is in compliance with the requirements of Section 103 of the Internal Revenue Code
of 19869 as amended (the "Code") relating to tax-exempt bond and certificates of participation, as
well as relevant Internal. Revenue Service rulings and Treasury Department regulations. More
specifically, such a review would entail an analysis of 'the financing structure to be sure that the
bonds or certificates of participation are not "arbitrage bonds" within the meaning of the Code. In
connection with such review, our Tax Department would prepare a certificate as to arbitrage, an
essential closing document, which would be delivered together with our final approving opinions at
the closing of the bonds or certificates of participation. In addition, Mudge Rose tem
revie
applicable requirements under California tax laws, regulations and procedures to
e the
availability of local tax-exempt status.
Mudge Rose is prepared to serve the needs of the City with respect to the proposed
financing and refinancing. In undertaking its role as Co -Bond Counsel. Mudge Rose would work
clO3ely with the City, the City's counsel, the City's staff and its professional advisors and consultant:,
attend conferences of the City when requested and, if a negotiated sale of the bonds or certrf cater
of participation is undertaken, attend meetings with representatives of the selected underwriters,
when so •requested.
B. Issuance of Additional Bonds and Refunding of 1983 City of Tustin Water Corporation
Lease Revenue Bonds, Series A
In its role as Co -Bond Counsel to the City, Mudge Rose would advise on all aspects
of the proposed refunding of the 1983 City of Tustin Water Corporation Lease Revenue Bond:.
The Firm would assure that all conditions precedent to the issuance of refunding bonds as stated
in the Indenture of Trust are eatistied if the refunding bonds are issued under the Indenture of
Trust, and that any necessary amendments to the Indenture of Trust and other legal documents are
effected. In addition, the Firm would assure that bonds or certificates issued to finance the
construction of additional water system facilities will be lawfully issued and will constitute valid and
binding obligations of the City.
LAD1 \LM\2507.5
DEC -14-192 MON 15:25 I D: MUDGE ROSE L. H. i CL iVu • L1J oo, ��:_,o -
V. FIRM CAPABILITIES AND EXPERIENCE
A. Water Facilities Financing Experience
Mudge Rose has extensive experience in the area of water facilities transactions,
having participated as Bond Counsel, Co -Bond Counsel, Special Counsel for issuance of Certt!icatw
of Participation and Underwriters' Counsel in over $2.9 billion in water facilities transactions,
including financing of construction and aeyuisitions, as well as refundings and certificate of
participation financings. We are also familiar with the issuance of nonprofit corporation bonds to
finance water facilities. Set forth below is a small sampling of such financings.
The Firm served as Co -Bond Counsel to various Orange County Sanitation Districts
in three Certificate of Participation financings in 1990-92 aggregating over $300,000,000, as more
MY described in "Certificates of Participation Experience," below.
Tho Firm served as Underwriters' counsel in the issuance of the $300,000,000
Metropolitan Water District of Southern California Water Revenue Bonds, Issue of 1991. Thew
bonds were Issued to partially finance a 5 -year, $2.4 billion capital improvement program covering
water supply, distribution and treatment facilities and other capital betterment:. Mr. Long was the
partner in charge of this matter. In addition, beginning later this month, the Firm axpecxs to serve
again as Underwriters' counsel in the issuance of refunding bonds for the Metropolitan Water
District of Southern California.
The Firm served as Co -Bond Counsel to the City of Pasadena in its issuance of
$10,250,000 City of Pasadena 1991 Water Revenue Bonds to partially finance a 5 -year, $26,900,000
capital improvement program designed to increase the efficiency of water distribution and
production, to reduce the cost of water, and to increase system capacity in order to meet projected
demand requirements.
The Firm served as Special Counsel with regard to the $32,425,000 Certificates of
Participation (1990 Project A) of the Orange County Water District, issued to finance the
acquisition and construction of capital improvements to the Orange County Water District's water
facilities.
. In addition, the Firm is currently serving as Underwriters' counsel in the Wua=
of $136,000,000 San Diego County Water Authority Water Revenue Refunding Certificates of
Participation, The Preliminary Official Statement on this matter was mailed on December 8, 1994
and the matter is expected to close in January, 1993. Mr. Cole is the partner in charge of
this
matter.
A representative list of water facilities financings In which Mudge Rose has
participated is attached as Appendix A. We would be pleased to provide further information
concerning any of the financings discussed in this Proposal or in Appendix A. -
LAM \MV507.5
DEC -14-'92 MON 15:26 ID: MUDGE ROSE L. R. TEL N0: 213 6UU-1., O
B. C dUleatea of Participation Experlenm
The Los Angeles Office of Mudge Rose has substantial experience in public fuuum
with a strong emphasis in lease financings and certificates of participation.
Mudge Rose was an Integral part of the financing team which brought the first
California certificates of participation transaction to the market. Mudge Rose continues to be a
leader in this area, having participated in approximately 198 certificates of participation issues
aggregating over S5.5 billion in principal amount since July 1981. Outlined below is a summary of
SL few certificates of participation programs for which the Firm has served as Bond Counsel or
special coumel. The members of our proposed financing team have had significant responsibilities
in various certificates of participation financings.
In 1992, Mudge Rose served as Bond Counsel to Orange County sanitation Districts
Nos. 1, 29 39 6, 7 and 11 in the issuance of over $98 million in principal amount of certificates of
participation for capital improvements. In 1991, Mudge Rose served as Bond Counsel to Orange
County Sanitation Districts Nos. 1, 2, 3, S, 6, 7 and 11 in connection with the issuance of cmiflieater
of participation totalling over $117 million in principal amount for various• other capital
improvement& Also in 1991, Mudge Rose served as Bond Counsel to Orange County in connection
with the Issuance of certificates of participation to finance significant parking facilities in the Civic
Center. In 1990, Mudge Rose served as Bond Counsel to the City of Anaheim in the issuance of
certificates of participation totalling -approximately $42 million in principal amount.
Mudge Rose served as special counsel to the Orange County Water District when
the District sold approximately $67 million in principal amount of certificates of participatioe in
1989 to finance the acquisition and construction of a variety of capital improvements. Mudge Rose
structured the capital financing program of the Orange County Water District, which first entered
the market in 1989. In July 1990, Mudge Rose again served as special eouna�l to the Orange
. . . . . . .. . . .
County Water District when the District issued approximately $32 million in principal amount of
certificates of participation to finance the acquisition and construction of additional capital
improvements. In September 1990, Mudge Rose served as special counsel to Orange County Water
District when it sold approximately $34 million in principal amount of variable rate certificates of
participation on a basis subordinate to the certificates of participation issued in 1989 and 1990.
Appendix B is a representative list of certificates of participation financings in which
Mudge Rose hasparticipated during the period from July 1981 to the present. Appendix B provides
the issuer, transaction, size of offering, and Mudge Rose's role in the financing. We would be
pleased to provide you with additional information concerning any of the financings described in
this Proposal or listed in Appendix B.
C. Refunding EVerience
Mudge Rose has extensive experience in the structuring of refunding transactions.
Set forth below are just a few examples.
The Firm served as Bond Counsel in the following transactions: $475,000,000
Southern California Public Power Authority Transmission Project Revenue Bonds, 1992 Subordinate
Refunding Series; $293,900,000 Southern California Public Power Authority Transmission Project
Laot \6233%2so7.3 10
DEC -14-192 r ON 15:27 I D : MUDGE ROSE L. R. ILL NU :.d1 � 7 r r i
Revenue Bonds, 1991 Subordinate Refunding Series; and $35,695,000 Southern California Public
Power Authority Hydroelectric Power Project Revenue Bonds, 1991 Refunding Series A. A
representative list of refunding transactions involving California entities is attached as Appendix C
hereto. We would be pleased to provide additional information on any refunding transactions
descrned in this Proposal or listed In Appendix C.
D. Experience with the City of Tustin
Since 1982, the Firm has served as Co -Bond Counsel to the City, to 'Tustin
Community Redevelopment Agency, and to the Tustin Water Corporation in numerous financing$
and refinandnS% in both competitive bid and negotiated sales, including the issuance of the 1983
water system bonds to be refunded.
The Firm served as Co -Bond Counsel in the City's competitive bid sale of $8,500,000
Tustin Community Redevelopment Agency Town Center Area Redevelopment Project Tax
Allocation Bonds, Series 1982. In 1987 the Firm served as Co -Bond Counsel in the subsequent
refunding of the 1982 bonds by titeans of the $8,060,000 Tustin Community Redevelopment Agency
Town Center Area Redevelopment Project Tax Allocation Refunding Bonds, Series 1987.
The Firm served as Co -Bond counsel In City's issuance of the 1983 54,500,000 Lease
Revenue Bonds, Series A. issued to finance the costs of acquisition of the City's water "em by
The City of Tustin Water Corporation. This was a competitive bid sale.
The Firm also acted as Co -Bond Counsel in the City's issuance, by negotiated sale,
of $50,650,000 Assessment District No. 85-1 Improvement Bonds in 1986. The Firm also acted as
Co -Bond Counsel in the City's issuance of it 581,4001000 City of Tustin Assessment District No. 86-2
Limited Obligation Improvement Bonds in 1988. These bonds were issued originally in a Unit
Pricing Mode, eonvertlble to a Demand Mode and a Fixed Rate Mode, enabling the City to take
advantage of changing conditions in the credit markets, The Firm has participated as Co -Bond
Counsel in em7 subsequent conversion of the Assessment District No. 85-1 Improvement Bonds
and the Assessment District No. 86-2 Limited Obligation Improvement Bonds.
More recently, the Firm participated as Co -Bond Counsel in the $23,100,000 Tustin
Community Redevelopment Agency Town Center Area Redevelopment Project Subordinate Tax
Allocation Bonds, Series 1991. This was a competitive bid sale.
Mr. Long and/or Mr. Cole were involved in each of the City of Tustin financings.
VI. FEE PROPOSAL
'the fees and expenses of Bond Counsel are an important consideration in the City's
selection pro=L We believe that it is also very important for the City to consider the level of
service to be provided in relation to the cost of Bond Counsel serviCOL Different Bond Counsel,
providing services at approximately the same cost, may well provide to the City different value
based on the relative levels of service provided. A higher level of Bond Counsel services provides
greater value to the City by reducing the time and effort required to be expanded by the City's staff
and its' Financial Advisor in completing the financing program. In addition, It Is important to note
4A01 \6253\2507. 5 1 l
DEC -14-192 MON 15:27 ID:MUDGE ROSE L.k.
that for the proposed financing, the City is not obligated to accept the lowest bid for Bond Counsel
services. As you are aware, the lowest bid may not result in the beat services.
At all times, Mudge Rose and Rourke, Woodruff & Spradlin strive to provide to
their clients the highest level of service. We invite you to discuss our service level and performance
with the references listed herein, or with other participants in the public finance industry.
For purposes of our fee proposal set forth below, we have assumed that the financing
will be done using the existing structure that is now in place with the nonprofit corporation. If the
existing structure is not used, we reserve the right to reconsider the amount of our fee. In additions,
we have also assumed that Rourke, Woodruff & Spradlin will be paid separately in aoaordance with
the existing foe arrangement between the City and Rourke, Woodruff & Spradlin. Finally, our fee
does not include any additional work occasioned by unforeseen delays, litigation, the need to obtain
federal tax rulings or other unexpected events.
Subject to the foregoing. Mudge Rose is willing to act as Co -Bond Counsel for a fee
of S49,500, plus out-of-pocket disbursements. Such out-of-pocket disbursements would include,
without limitation. expenses for telephone charges, reproduction, postage, air frelght and courier
charges. please note that only our actual out-of-pocket expenses would be charged (e.g., 8 cents per
page for copying).
VEL CONCLUSION
We trust that the foregoing information will be helpful to you, acid we would be
happy to amplify any such information set forth above, at your convenience. If you have any
questions or require any additional information, please feel free to contact the undersigned at (213)
229-2348. We look forward to hearing from you.
Very truly yours,
MUDGE ROSE GUTIHRIE
ALEXANDER & FERDON
By;
step . Cole
tsos \AH3\2507.5 12
Bartle Wells Associates
Independent Public Finance Advisor'
October 7, 1992 1636 Bush Street
San Francisco 94109
415!775-3113 FAX 4151775-4123
City of Tustin
15222 Del Amo Avenue
Tustin CA 92680
Attn: Ronald A. Nault, Director of Finance
Re: Proposal for Financial Advisory Services
We are pleased to submit this proposal to the City of Tustin to provide fi-
nancial advisory services in connection with the issuance of bonds for water
system improvements and refunding the outstanding water bonds.
California'sldest independent public finance advisor.
Bartle Wells Associates isnt C p
We are owned and managed by our principal consultants, and have over 28
years of experience in financing public works projects for public agencies. Our
firm was established in 1964 expressly to provide unbiased, professional advice
to public agencies on the organizing and financing of improvement projects.
We have completed over 1,000 project assignments and supervised the sale of
$3 billion of municipal bonds with this successful format.
We have worked with the City of Tustin many times, and our association with
your water system goes back to the city's acquisition of Tustin Water Works.
The proposed financing would implement the recommendations of our water
rate study and financing plan approved by the City Council in September. The
financing would fund the construction of about $7.5 million of water system
refinance a
improvements to be constructed over the next two years, and to re ,
loan from Orange County Water District and the balance of the city's 1983 water
bonds to reduce interest costs.
We propose to assign Lora Stovall as project manager and principal in charge
of this project. She has served as project manager on all of our recent assign-
ments for Tustin, and has been involved in our work for the city since 1969.
She- will be assisted by other consultants as necessary.
Our proposal covers the full range of bond sale services for both competitive
and negotiated sale. Our objective will be to assist you in obtaining the lowest
practical interest cost in financing your water projects. We are uniquely posi-
tioned to meet these objectives due to our independent status and approach.
If our proposal is satisfactory to you, we are prepared to begin work immedi-
ately. We appreciate greatly the confidence you have shown in our firm. We
look forward withP leasure to continuing this association.
Very truly yours,
BARTLE WELLS ASSOCIATES
Lora . Stovall, C.IRF.A.
Principal
LJS:mt
Enc.
PROPOSAL TO CITY OF TUSTIN
Services
Tustin Water Service provides retail water service to about 13:400 connections
inside and outside of the city limits. The city's consulting engineers and water
and public works departments have evaluated the condition of the water sys-
tem and recommended a capital improvement program. The program includes
improvements to city reservoirs which will increase storage and correct struc-
tural deficiencies, and well and distribution projects. The goal of the program
is to reduce the city's cost for water by maximizing the use of lower-cost ground-
water rather than imported water.
The capital improvement program totals $30. million in 1992 dollars and is
planned to take place over a twelve-year.period. Bartle Wells Associates pre-
pared a water rate stud and financing plan to implement the capital improve-
ment program. The financing plan called for the issuance of water bonds (or
certificates of participation) for the mayor projects scheduled for the first two
years, and increases in water rates to fund increased expenses and debt service.
The recommended rates were adopted on September 21, and will go into effect
on water bills beginning in November 1992.
The amount of bonds is estimated at $12 to $14 million. The bond issue size
will be determined based on final project costs and the amount needed to re-
fund the 1983 bonds and the OCWD loan. We have assumed that the bonds
will be sold by competitive sale on February 1, 1993, and the following sched-
ule outlines a typical work program leading to the sale. The schedule and
method of sale will be finalized as we proceed.
Authorization to proceed ....................................... Oct 26
Meetings with city staff re: data collection, financial
status, and issue sizing/structure ............................... Nov 2
Prepare bond terms and conditions .............................. Nov 6
Recommendation on bond amount, sale method ................... Nov 16
Draft official statement and legal documents ...................... Dec 11
Draft official statement reviewed by city staff & bond counsel ........ Dec 16
Council approves official statement, calls for bids .................. Jan 4
Official statement production (typesetting/printing) completed ....... Jan 15
Oficial statement distribution to underwriters ..................... Jan 15
Final dealer contacts .......................................... Jan 29
Bondsale....................................................Feb 1
Closing (approximately) ........................................ Feb 15
4
The 1983 water bonds were lease revenue bonds issued by the City of Tustin
Water Corporation, a nonprofit public benefit corporation created to help the
city finance water projects. The water corporation may provide a convenient Bartle Wells
method for the current financing. Associates
1
Bond Sale Services
The following section summarizes the services BWA will provide in connection
with the sale of bonds for the City of Tustin. Services will vary somewhat for
a competitive or a negotiated sale. In both cases, we believe that the city's
interests are better served if your financial advisor is responsible for preparing
the official statement. In the case of a competitive sale, BWA is responsible for
all of the bond marketing, rating, and insurance activities. For a negotiated
sale, these responsibilities would be shared between ourselves and the under-
writer. In a competitive sale, we would receive and analyze the bids and rec-
ommend award to the council. In a negotiated sale, we develop an underwriter
selection process and recommend an underwriter; we supervise the bond pric-
ing activity and recommend terms of the bond purchase agreement.
The selection of a competitive or negotiated sale is a critical factor in the bond
marketing process. In a competitive sale, the city has evidence through the
bidding process that it has secured the lowest interest rate for its bonds. In a
negotiated sale, the city relies on its financial advisor to verify that the interest
rate, discount, and expenses are appropriate.
We work closely with the city throughout the bond issuance process and beyond.
We regularly contact our clients to provide information and answer questions
after the bond sale. We are always available when you need assistance.
1. Preparation of Bond Terns and Conditions: Assemble, review, and ana-
lyze pertinent data that has a bearing on debt issue security. Include re-
view of available new information that serves as a basis for making the
best presentation to the raring agencies and bond underwriters. Working
with the city's financing team and bond counsel, recommend terms and
conditions for sale of the bonds, including the maturity schedule, method
of sale (competitive or negotiated), provisions for call and redemption,
and other conditions designed to improve the salability of the bonds and
provide flexibility in repayment. Work with bond counsel in preparing the
necessary bond -related legal documents.
2. Marketing Plan: Present our thorough investigation into bond sale meth-
ods. At this point also develop a marketing plan outline based on the sale
method selected.
3. Organization: Establish mutually agreeable sale schedule and task respon-
sibilities, with a marketing plan for all actions necessary to effect and com-
plete the sale of bonds.
4. Securing Outside Services: Assist the city in securing favorable contracts
with a trustee and other entities that provide critical services related to
bond sales.
S. Preliminary Information: Prepare preliminary information for local and
financial media and potential underwriters.
6. Underwriter Selection: In the event of a negotiated sale, prepare an RFP
for underwriting services requiring limits on discount and expenses. Receive
proposals and evaluate responses. Conduct interviews of top proposers. Rec- Bartle Wells
ommend underwriter and terms of underwriter services and compensation. Associates
2
7. Bond Rating and Insurance Services: For curnpetitive sale: If bond rating
services or the purchase of bond insurance seems advisable, provide infor-
mation and make presentations to bond rating agencies and insurance
firms in such form and at such times as to obtain a favorable rating on
the bonds prior to their actual sale. Notify potential bidders and pur-
chasers of such ratings prior to the sale.
For negotiated sale: Assist underwriter in dealing with rating agencies and
bond insurers.
8. Preliminary Official Statement: Prepare the text for the official statement
describing the bonds, the city and its project, the financial resources of the
city and the capital projects, and the economy and resources of the area.
After the city's staff reviews the completed drafts, print at least 300 copies
of the official statement and send it to bond underwriters, investors, rating
agencies, and others interested in the project or the bonds. Furnish at
least 25 copies to the city for its use.
9. Bond Marketing: For competitive sale: Contact major bond underwriters
directly to stimulate competition in bidding. Prepare special announce-
ments for underwriters and for financial publications. Monitor bond mar-
ket conditions and recommend changes in bond sale schedule based on
market conditions. Answer inquiries and requests for further information
from prospective purchasers of the bonds and take other appropriate steps
to familiarize underwriters with the bonds and with the city.
For negotiated sale: Assist underwriter in preparation and distribution of
information regarding the bonds.
10. Sale and Delivery of the Bonds: For competitive sale: Monitor the bond
market for advantageous timing of the sale. Attend the bid opening, ana-
lyze in detail all bids received, select the lowest bid at the sale, make rec-
ommendations to the city as to award of the bonds, and assist bond coun-
sel in preparing the resolution of award. Act on the city's behalf if further
negotiations are required.
For negotiated sale: Represent city in bond pricing negotiations with se-
lected underwriter. Oversee pricing activity at preliminary pricing and
order period. Monitor premarketing activities to ensure city's issue is well
presented, information is well circulated. Review terms of bond purchase
contract. Recommend final bond pricing and terms of sale.
11. Final Official Statement and Bond Sale Report: Complete final official
statement reflecting winning bid for the bonds. Deliver official statement
to underwriter within seven btisiness days of sale of bonds. Furnish at
least 25 copies of official statement to city for its use. Prepare bond sale
report summarizing activities required in sale of bonds, schedule of events
and actions, marketing activities, debt service payments, and other infor-
mation useful. for future administration of the bond issue.
Availability and Fees
1. We are prepared to begin work upon your authorization to proceed.
2. During the project development period, we will be available at all reason-
able times and on reasonable notice for meetings and for consultation
with the city council, its staff, attorneys, bond underwriters, rating ana-
lysts, and others as necessary.
3
Bartle Wells
Associates
3. All work will be performed by Bartle Wells Associates. One of our princi-
pals will be placed in charge of the work, and will devote time and effort
to the project as needed.
4. For all services related to this sale of bonds, commencing not more than
120 days before the sale, the fee is $37,000 plus direct expenses for a
bond sale up to $15 million. For a sale of over $15 million, the fee will
increase by $500 per $1 million of the amount over $15 million.
S. For bond sale services, 80 percent of the fee, plus direct expenses, is pay-
able as provided in Schedule 90-9 upon completion of the official statement,
with the balance due upon sale of the bonds.
6. This fee does not include a New York rating/bond marketing trip. If a
New York trip is recommended by BWA and approved by the city, the fee
for professional services for the bond marketing trip will be billed at our
regular hourly rates, plus direct expenses.
7. In addition to the services 'provided under this proposal, the city may au-
thorize us to perform additional services for which the city will compen-
sate us on an hourly basis plus direct expenses. Additional services may
include, but are not limited to:
■ Changes in project scope
■ Delays in project schedule
■ Any other services not specified
8. This proposal may be withdrawn or amended if not accepted by Decem-
ber 31, 1992. 4
9. We will not require a formal contract of employment and will consider
countersignature of this proposal by an appropriate official as sufficient
authority to proceed.
Very truly yours,
BARTLE WELLS ASSOCIATES
ora J. tovall, C.I.P.F.A.
Principal
LJS:mt
Bartle Wells Associates is authorized to provide the services outlined above,
at the fee stated, subject to termination as provided.
0
For: CITY OF TUSTIN
Enc: Billing Rate Schedule 90-9
Insurance Schedule
4
Date:
Bartle Welli
Associates
12�
•0
7
4A
O
-4
•V4
m
IV c
' O
c c
C14
d
N
'
N
OV4
a> >%
W W
i
L
a.
y
c p
.�
Qom'
a.1
d
#A
ti C
2
E
J
..
C
004
.j
to
-4
•V4
m
.-4
c c
�
d
cc
OT
N
OV4
a> >%
n
r.
L
a.
y
c p
.�
d u d •-�
a.1
d
#A
ti C
O
� b
00
r.
O •.�
o
cis
C
0
9
e0 C C
ba 1+ •.+
..r
>•i a
'�
0
6
Oi O
OO e0
P4
.0
WV
6
1
•.+
V
-4
.-+
O.
•�+
a
w
00 .G
4 V
eo
.�
•� i. p.
•.+
u
6tip
•;i
41 Ai
i.1 4
..,
~ v a
w
V
w
•ri
ts. O o
u
u
CO3 o
u o
u G. o.
000
o
o
AiH
to
to
O
w y
C O
z W
aa
W
a.
O m
WO
o<e
w v
u L u
$4 O
u
O
0 W a
0v C O M
tow
a0°i c. a
00 =
0
0
i+
a
o
N
o
0
0
;
w A
Do 0 0
00 U- v
io. W .e
ea >`r eo xi
C
O v
�
w
w
w
,:
WATER AND WASTEWATER FINANCING EXPERIENCE
Santa Clara Valley Water Districtfinanced anticipation in the State
We assisted in the initial projects whichP
Water Project. We prepared a financing plan for hydroelectric projects con-
templated by the district. The projects were shown to be economically feasi-
ble. The district received revenue bonding authority from its voters in 1984
and proceeded with the projects. In 1990 we prepared a financing plan for a
headquarters facilities master plan and marketed $18 million certificates of par-
ticipation, secured by all district revenues. In 1992 we completed a financing
plan for flood control and water utility cash. flow planning.
Financing: $18,000,000 certificates of participation
Contact: Charles G. Wilson, Finance Manager 408/265-2600
San Bernardino Valley Municipal Water District •
We developed a financing plan and assisted in the authorization and sale of
$25 million general obligation water bonds to provide local districts facilities
to distribute water from the state project for percolation to the underground
basin. On a later assignment, we developed a wastewater facilitiesfinancing
pan and a revenue program that conformed to state and EPA grantrequire-
ments. The plan involved several cities and special districts. We prepared fi-
nancingplansfor water production and transmission facilities to deliver water
to retaagencies within the district's service area. These facilities were financed
with certificates of participation issued in 1983 and 1990. The 990 issue
ruction
fu
rended the earlier issue to reduce interest costs, and provided
funds.
Financings: $12,750,000 certificates of participation
$5,750,000 certificates of Patebonds (3 issues)
ation
$25,000,000 general obligation
Contact: G. Louis Fletcher, General Manager ......... 714/889-0433
Vallejo Sanitation and Flood Control. District million sewer and flood
We prepared -a financing plan for tlus�tsthe eff0emclrs on the district's cus-
tomers
master plans. Our plan demonstrated
of both cash and borrowing approaches to financing the projects. We
developed new connection and service charges and worked with the district to
implement the charges. We developed and marketed $14 million certificates of
participation to implement the financing plan. We worked closely with the dis-
trict staff, board, and citizens committee throughout our assignment.
Financing: $14,000,000 certificates of participation
Contact: J. Michael Hoehn, Engineer -Manager ........ 707/644-8949
Bartle Well!
Associates
WATER SUPPLY AND DISTRIBUTION, HYDROELECTRIC,
UTILTTY VALUATION, AND FLOOD CONTROL PROJECTS
Multiple -Agency Area or Regional Planning Studies
Bartle Wells Associates prepares institutional and financial plans to allocate the
costs of, set rates for, and implement multiple -agency projects.
■ Antelope Valley -East Kern Water Agency*
■ Casitas Municipal Water District
a Castaic Lake Water Agency*
■ Contra Costa Water District*
■ Kern County Water Agency, Improvement District No. 4
■ Olivenhain Municipal Water District
■ Monterey Peninsula Water Management District
■ Municipal Water District of Orange County*
■ City of Portland (Oregon)
■ Portland region (Oregon)
■ City of Sacramento / Sacramento County
■ San Bernardino Valley Municipal Water District*
■ San Gorgonio Pass Water Agency
■ Spokane (Washington) metropolitan region
■ Three Valleys Municipal Water District
■ Washington County (Oregon) - Tualatin Basin
■ Western Municipal Water District
Financial Planning and Implementation
As independent consultants, Bartle Wells Associates advises all types of public
agencies on financial plans and water rates, prepares public information, and
markets municipal bond and note issues.
■Alameda County Water District
■ City of Belmont
■ Behidge Water Storage District*
■ Berrenda Mesa Water District*
■ Big Bear Area Regional Wastewater Agency*
■ City of Big Bear Lake*
■ Borrego Water District*
j ■ Browns Valley Irrigation District*
■ Buckingham Park Water District*
■ City of Carlsbad*
■ Carmichael Water District
a City of Coalinga*
■ Coastside County Water District
■ City of Corcoran
■ Carlsbad Municipal Water District*
i ■ Crockett-Valona County Water District*
■ Cucamonga County Water District*
■ El Dorado Irrigation District
■ City of Fairfield*
■ Fresno Irrigation District*
■ City of Hollister*
■ City of Huntington Beach
i ■ James Irrigation District*
■ City of La Mesa
■ City of La Palma Bartle Wells
* Page 1 of 2 Associates
Includes bond sale advisory services.
1
1
1
i
I
1
1
1
L-
1
r
i
1
1
i
1
1
I
WATER SUPPLY AND DISTRIBUTION, HYDROELECTRIC,
UnLITY VALUATION, AND FLOOD CONTROL PROJECTS
Financial Planning and Implementation (continued)
■ Lake County
■ City of Lake Oswego (Oregon) *
■ City of Lincoln City (Oregon) *
■ Lincoln County (Oregon)
■ Los Alamos County (New Mexico)*
■ City of Los Altos
■ Malaga County Water District
■ Marin Municipal Water District*
■ Marina County Water District
■ City of Menlo Park
■ City of Milpitas
■ Mission Springs Water District
■ Mojave Water Agency
■ Montecito Water District
■ Monterey County Power Authority*
■ City of Morro Bay
■ Olivenhain Municipal Water District
■ City of Palo Alto*
■ City of Pleasanton*
■ City of Portland (Oregon)
■ Rainbow Municipal Water District*
■ Rancho California Water District*
■ City of Red Bluff
■ City of Redlands
■ City of Redwood City*
■ Redwood Valley County Water District
■ Riverside County Flood Control & Water Conservation District*
■ Sacramento County
■ Town of San Anselmo
■ San Benito County Water District*
■ San Bernardino County Waterworks District No. 8
t San Bernardino Valley Municipal Water District*
■ City of San Diego - Penasquitos Basin*
■ City of Santa Clara
■ Santa Clara Valley Water District*
■ Santa Margarita Water District*
■ Santa Ynez River Water Conservation District
■ Scotts Valley County Water District
■ City of Scottsdale (Arizona)
■ SOFAR Management Authority
■ City of Solvang
■ City of Thousand Oaks*
■ Three Valleys Municipal Water District
■ City of Tracy
■ Tulare Lake Basin Water Storage District*
■ City of Tustin*
■ United Water Conservation District*
t Ventura County Flood Control & Water Conservation District
■ West San Bernardino County Water District*
*Includes bond sale advisory services.
Page 2 of 2
Bartle Wel
Associates
1
r
LORA J. STOVALL, C.I.P.F.A
Experience She is one of
m
Lora Stovall is one of Bartle Wells Associates' principal ectors.consultants.
Stovall has been
the fir's owners, and is chairman of the board of d
a financing consultant since 1969. She has prepared and managed financing plans
and institutional studies for a wide variety of projects, including water, sewer,
flood control, recreation, parking, and transportation projects.
public buildings,
Ms. Stovall is an expert in, the sale of all types of municipal bonds. Her bond
sale experience includes general obliganion, revenue, and assessment bonds;
certificates of participation and lease bonds; short-term notes; and fixed- and
c P
variable-rate bonds. She has extensive experience m. cond ct n information
meetings, tours, and rating, agency presentations
issuers, includin visits prepared
and executed many marketing plans for
New York bond analysts to stimulate competitive bidding on bon issues.
In her more than 20 years as a financial advisor, Ms. Stovall has been respon-
sible for many financial planning assignments. These have includedrecommend-
ing connection and development fees, rate studies for municipal utilities,
and
financial feasibility studies.
Recent Assignments
■ Monterey County Water Resources Agency: Financing plan for seawater
intrusion program in Salinas Valley
■ Las Nru mes MWD: Financial,. master plan for $128 million of w 60 _ na-
tion, and reclaimed waterfaciities, planning and competitive sale of water
million certificates of participation and sale of
rn
■ City of San Beardino Municipal Water Departnnent. Planning
$41.3 million COPS to finance sewer improvements
■ Sacramento RTte'
nal CSD: Financial analysis of 20 -year age treatment
improvement rnatives to meet future treatment standards
, COPS
■ San Bernardino Valley MWD: Financial plan and competitive sale of
to refund outstanding COPs and construct additional improvements
■ Santa Clara Valley WD: Financial plan for
headuarters fcl ter
plan; planning and sale of $18 million COPS forood c aand bun
g
improvements; financin& plan for water and flood control improvements
■ City of South San Francisco: Sale & refunding of tax allocation notes; financ-
ing plan and sale of variable .rate COPS for sewage treatment improvements
■ City of Long Beach: Planrun and sale of $170 million lease revenue bonds
for a ci -owned-and-o eratel waste -to -energy plant. .
■ Ci of Tustin: Financial advisor for sale of $130 mullion variable-rate im-
provement bonds;- conversion of $28 million of variable-rate bonds to fixed-
rate; sales of refunding tax allocation, and lease bonds
■ Santa Clara County: Financial advisor, including selection of underwriter
for $75 million variable-rate joint powers authority lease bonds for county
hospital improvements
■ Fairbanks North Star Borough: Planning and sale of general obligation and
refunding bonds totaling over $120 million
Education
B.A. Journalism - San Francisco State University
M.B.A - Pepperdine University
Bartle We1I
Certification
Certified Independent Public Finance Advisor, and professional member of the Associates
National Association of Independent Public Finance Advisors (N )