AGREEMENT NO. 2025-14 Amendment No 1
AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
This Amendment to Agreement No. 2025-14 (“Amendment”) is entered into between the City of Camarillo, a California municipal corporation and general law city (“City”) and the Camarillo Sanitary District, a Sanitary District organized pursuant to the California Health and Safety Code (“District”), and Fieldman, Rolapp and Associates, Inc., collectively referred to as the Parties. The effective date of this Amendment is November 12, 2025.
RECITALS
A. On March 26, 2025 , the City Council and District Board approved Professional Services Agreement No. 2025-14 with Fieldman, Rolapp and Associates for the Long-Range Financial Plan for the Water Reclamation Plant Upgrades in the amount of $91,115 for three years, effective April 1, 2025 (“Agreement”).
B. An amendment to Agreement No. 2025-14 is necessary for the following tasks:
I. Completion of the Long-Range Financial Plan and Financial Capacity Study.
II. Preparation and completion of a Water Infrastructure Finance and Innovation Act (WIFIA) application to the U.S Environmental Protection Agency and other private loans.
III. Preparation and execution of other debt issuance.
C. All capitalized terms not defined in this Amendment have the meaning set forth in the Agreement.
Section 1. Amendment. The Agreement is amended as the follows:
a. Exhibit A attached hereto, is hereby incorporated and made a part of Exhibit A, Scope of Services.
b. Page one (1) of Exhibit B, Key Personnel & Compensation, is deleted in its entirety and replaced with Exhibit B, attached hereto.
c. Exhibit D, attached hereto, is hereby incorporated and made a part of the Agreement.
Section 2. Compensation and Payment. This Amendment is for a not -to-exceed amount of $410,000 for a total agreement amount of $501,115.
Section 3. Continuation of Terms of Agreement. Except as expressly modified by the terms and provisions of this document, the remaining terms and provisions of the Agreement remain in full force and effect.
THE AUTHORIZED REPRESENTATIVES of the Parties have caused this Amendment, Agreement No. 2025-14, to be executed as of the Effective Date.
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CITY OF CAMARILLO/CAMARILLO SANITARY DISTRICT
____________________________________
Greg Ramirez, City/District Manager
ATTEST:
___________________________________
Carrie Weal, City Clerk/Assistant Secretary
COMPANY
___________________________________________
___________________________________________
Enclosures:
Exhibit A
Exhibit B
Exhibit D
10 / 15 / 2025
Lora Nichols
10 / 13 / 2025
Robert Porr
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EXHIBIT A
TO
PROFESSIONAL SERVICES AGREEMENT FOR MUNICIPAL ADVISOR
BY AND BETWEEN
THE CITY OF CAMARILLO/CAMARILLO SANITARY DISTRICT
AND
FIELDMAN, ROLAPP & ASSOCIATES, INC.
Scope of Services
A. Transaction Services – WIFIA Loan(s)
A.1 Coordinate the preparation and completion of Letter of Interest (“LOI”) with Staff and other consultants
A.2 Participate in calls and meetings with Staff and other Consultants A.3 Prepare a pro forma to submit to EPA with the LOI
A.4 Submit LOI to US EPA
A.5 Upon acceptance of LOI, coordinate completion of Application A.6 Arrange for a preliminary credit rating on the WIFIA Loan A.7 Participate in calls and meetings with Staff
A.8 Submit Application
A.9 Prepare calculations in accordance with existing additional debt tests A.10 Participate in calls with Staff, EPA and other consultants in connection with Loan negotiations with EPA
A.11 Finalize size of Loan and finalize pro forma
A.12 Prepare Staff for credit presentations
A.13 Arrange for a final credit rating on the WIFIA Loan A.14 Plan and coordinate Loan approvals
A.15 Price Loan
A.16 Coordinate closing
B. Transaction Services – Bonds and Private Loans
The Consultant shall assume primary responsibility for assisting the District in coordinating the planning and execution of each debt issue relating to the Project. Insofar as the Con sultant is providing Services which are rendered only to the District, the overall coordination of the financing shall be such as to minimize the costs of the transaction coincident with maximizing the District's financing flexibility and capital market access. The Consultant's proposed debt issuance Services may include the following:
B.1 Analyze Financing Alternatives
B.2 Develop the Financing Schedule
B.3 Monitor the Transaction Process
B.4 Review the Official Statement, both preliminary and final B.5 Procure and Coordinate Additional Service Providers B.6 Provide Financial Advice to the District Related to Financing Documents B.7 Compute Sizing and Design Structure of the Debt Issue B.8 Plan and Schedule Rating Agency Presentations
B.9 Conduct Credit Enhancement Procurement and Evaluation B.10 Conduct Market Analysis and Evaluate Timing of Market Entry B.11 Recommend Award of Debt Issuance
B.12 Provide Pre-Closing and Closing Assistance
Specifically, Consultant will:
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1. Analyze Financing Alternatives.
At the onset of the financing transaction process for the Project, the Consultant shall review the District's financing needs and in conjunction with the District's management, will provide an analysis of the financing alternatives of the District in imple menting the Project and its proposed form or forms of financing. Forms of financing will include traditional tax -exempt bonds, WIFIA loans through the United States Environmental Protection Agency, and state revolving fund loans.
Unless previously determi ned, 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 al l 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.
The Consultant shall review the official statement for each debt issue relating to the Project to ensure that the District's official statement is compiled in a manner consistent with industry standards. 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.
5. Procure and Coordinate Additional Service Providers.
The Consultant may act as District’s representative in procuring the services of financial printers for the official statement and related documents. In addition, the Consultant may act as the District's representative in procuring the services of trustee s, paying agents, fiscal agents, feasibility consultants, redevelopment consultants, or escrow verification agents or other professionals, if the District directs.
6. Provide Financial Advice to the District Relating to Financing Documents.
The Consultant shall assist the managing underwriters, bond counsel and/or other legal advisors in the review 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.
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7. Compute Sizing and Design Structure of Debt Issue.
The Consultant shall work with the District's staff bond counsel and other professionals of the District to design a financing structure for each debt issue relating to the Project that is consistent with the District's objectives, that coordinates each transaction with outstanding issues and that reflects current conditions in the capital markets.
8. Plan and Schedule Rating Agency Presentation
The Consultant shall develop a plan for presenting the financing program to the rating agencies. The Consultant shall schedule rating agency visits, if appropriate, to assure the appropriate and most knowledgeable rat ing agency personnel are available for the presentation and will develop presentation materials and assist the District representatives in preparing for the presentations.
9. Conduct Credit Enhancement Evaluation and Procurement.
Upon the District’s direct ion, 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.
10. Conduct Market Analysis and Evaluate Timing of Market Entry.
The Consultant shall provide summaries of current municipal market conditions, trends in the market and how these may favorably or unfavorably affect the District's proposed financing.
a. Competitive Sales.
For all type s 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 Contact potential bidders
Coordinate bid opening with the District 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 an evaluation of market conditions preceding the negotiation of the terms of the sale of debt and will assist the District 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:
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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
c. Private or Direct Placement
In the case of a private placement or direct placement of debt with a commercial bank or other similar institution, the Consultant will provide assistance and advice to the District in negotiating the terms of the debt, including the size, structure, interest rates, prepayment terms and compensation to lender, if any. The Consultant will provide a recommendation on the acceptance or rejection of the terms of the placement. The Consultant cannot provide a specific list of potential lenders and cannot serve as placement agent for the financing, but can assist the District with implementing a financing with a lender or lenders selected by the District without advice from the Consultant.
11. Recommend Award of Debt Issuance.
Based upon activities outlined in Task 10(a), 10(b) and 10(c) above, the Consultant will recommend accepting or rejecting offers to purchase the debt issue. If the District elects to award the debt issue, the Consultant will instruct all parties and help facilitate the actions required to formally consummate the award.
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.
13. Prepare Calculations in Accordance with Existing Additional Debt Tests
The Consultant shall review existing additional debt tests and prepare calculations in accordance therewith. The Consultant shall coordinate the final calculation with bond counsel.
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EXHIBIT B
TO
PROFESSIONAL SERVICES AGREEMENT FOR MUNICIPAL ADVISOR
BY AND BETWEEN
THE CITY OF CAMARILLO/CAMARILLO SANITARY DISTRICT
AND
FIELDMAN, ROLAPP & ASSOCIATES, INC.
Compensation and Expenses
Part 1 Transaction Based Compensation
For Services referenced in Exhibit A of this Agreement in connection with WIFIA loans and state revolving fund loans Consultant’s compensation will be invoiced on a time and materials basis and is not contingent. For Services referenced in Exhibit A of thi s Agreement in connection with Doc ID: 555c576aadd4815941a6ee42b8527d66176a4547
the public sale of or private placement of debt Consultant’s compensation will be invoiced on a time and materials basis and is contingent upon the closing of the debt.
Part 2 Hourly Compensation
For Services and Additional Services referenced in Exhibit A of this Agreement, including Services performed prior to the adoption by City Council, the Consultant will be compensated at the hourly rates included in contract CC-CSD 2025-14. The table below reflects the rates in effect as of the date of execution of Amendment No. 1.
Personnel Hourly Rate
Executive / Senior Vice President ............................. $405.00 Vice President.............................................................. $345.00 Senior Associate ......................................................... $287.00 Associate ......................................................................$254.00 Administrative Assistant .............................................$103.00
The fees listed above shall increase each January 1st beginning January 1, 2026 , by three percent (3.00%), or by the percentage increase in the Consumer Price Index – All Urban Consumers the Los Angeles-Long Beach-Anaheim, CA Area from January of the prior year to January of the current year, whichever is lower. (“Annual Inflation Adjustment”).
Hourly Compensation will be billed on a monthly basis and are due thirty (30) days from the invoice date. Invoices not paid within sixty (60) days are subject to a two percent (2.00%) late fee for every month payment is late.
Hourly Rates identified above shall increase by the Annual Inflation Adjustment and round ed to the nearest whole number.
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EXHIBIT D
TO
PROFESSIONAL SERVICES AGREEMENT FOR MUNICIPAL ADVISOR
BY AND BETWEEN
THE CITY OF CAMARILLO/CAMARILLO SANITARY DISTRICT
AND
FIELDMAN, ROLAPP & ASSOCIATES, INC.
MSRB Rule G-42 requires that municipal advisors provide to their clients disclosures relating to all material conflicts of interest, including certain categories of potential conflicts of interest identified in Rule G -42, if applicable. With respect to all aspects of the relationship between Consultant and the District, Consultant adheres to its fiduciary duty to the District, which includes a duty of loyalty to the District in performing all municipal advisory activities for the District. The duty of loyalty obligates Consultant to deal honestly and with the utmost good faith with the District and to act in the District’s best interest without regard to any interest Consultant has or may have.
Consultant has a wide range of clients so our success and profitability are not dependent on maximizing short-term revenue generated from individual recommendations to our clients but is instead dependent on long -term profi tability based on a foundation of integrity, quality and adherence to our fiduciary duty. Furthermore, Consultant’s supervisory structure provides strong safeguards against individual representatives of Consultant violating their duty due to personal interests.
Consultant makes the following representations to the District with regard to the Services:
A. Other than the compensation described in the Agreement we have no other interest, direct or indirect, that would interfere with or impair in any matter or d egree the performance of our obligations. During our work on the Services, we do not intend to acquire or obtain any such interest, direct or indirect. If any such interest is acquired or obtained, we will immediately advise the District.
B. We have not p rovided any gift or consideration to any officer, employee or agent of the District to either obtain the Agreement or any assignment from the District, including the Services. Neither our firm, nor its officers or employees will provide any such gift or consideration to any officer, employee or agent of the District to influence decisions with regard the Services or our obligations under the Agreement.
C. Our compensation for Services in connection with the public sale of or private placement of debt is contingent on the completion of the Project. While this form of compensation is customary in the market for financial services to municipal entities, this may present conflict of interest as we would have an incentive to recommend to the District the Project even if it is unnecessary or provides insufficient benefit or advise the District to increase the size of the Project. This potential conflict is mitigated by Consultant’s fiduciary duty to the District.
D. The District has employed and may employ Consulta nt through its d/b/a Applied Best Practices (“ABP”), with regard to the performance of its continuing disclosure obligations.
This relationship has the potential to result in a conflict of interest by creating an incentive for Consultant to recommend to t he District a course of action that would increase the District’s business activity with ABP or conversely that would discourage a course of action that would decrease the District’s business activity with ABP. The conflict is mitigated by Consultant’s fi duciary duty to the District. Moreover, if Consultant makes a Doc ID: 555c576aadd4815941a6ee42b8527d66176a4547
recommendation that could influence the level of business with ABP, Consultant will consider alternatives to the recommendation, which will be disclosed to the District.
E. At the present time, Consultant has determined, after exercising reasonable diligence, that it has no known material conflicts of interest that would impair its ability to provide advice in accordance with its fiduciary duty to municipal entity clients such as the District. To the extent any such material conflicts of interest arise after the date of this disclosure, Consultant will provide information with respect to such conflicts.
Information Regarding Legal Events and Disciplinary Actions
MSRB Rule G -42 requires that municipal advisors provide their clients disclosures of legal or disciplinary events material to the evaluation of the municipal advisor or the integrity of the municipal advisor’s management or advisory personnel. Consultant sets out required disclosures and related information below:
A. In 2023, the U.S. Securities and Exchange Commission (the “SEC”) accepted offers of settlement from Fieldman and a principal (the “Settlement”). Neither the firm nor the principal admitted or denied the findings described in the Settlement. For more information about the Settlement, please review the Regulatory Action Disclosure included in Fieldman’s Form MA and Form MA-I for the principal (which is cross- referenced in Form MA). There are no other legal or disciplinary events material to the Client’s evaluation of Fieldman or the integrity of Fieldman’s management or advisory personnel disclosed, or that should be disclosed, on any Form MA or Form MA-I with the SEC. There has been no other material change or addition to the legal or disciplinary event disclosures on any Form MA or MA-I filed with the SEC.
Consultant’s most recent Form MA and each most recent Form MA -I filed with the SEC are available on the SEC’s EDGAR system at http://www.sec.gov/cgi-bin/browse- edgar?action=getcompany&CIK=0001612429
Contents of Client Brochure
The MSRB requires us to provide you with the following information: Consultant is registered as a “Municipal Advisor” pursuant to Section 15B of the Securities Exchange Act and rules and regulations adopted by the SEC and the MSRB.
The MSRB has made available on its website ( www.msrb.org) a municipal advisory client brochure that describes the protections that may be provided by MSRB rules and how to file a complaint with the appropriate regulatory authority.
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