Notice Inviting Proposals

NOTICE INVITING NOTICE INVITING PROPOSALS

FOR FINANCIAL ADVISOR SERVICES

Request for Proposals No. 11-10

October 7, 2011

The Water and Wastewater Public Financing Authority (the “Authority”) of the City of Santa Maria (City) is requesting proposals for the services of a Financial Advisor as described in the attached Request for Proposal (RFP).

Qualified organizations are invited to submit one original (1) and three (3) hard copies pluseplus one electronic copy of a proposal as described in Item F, Rules of the Proposal Submission (See page 5 of the RFP)., under Proposal Requirements.

Hard copies of the proposals must to be addressed to:

Rene Visé Visé, Director of Administrative Services

City of Santa Maria;

110 E. Cook St., Room 6

Santa Maria, CA 93454

The electronic copy must be addressed to: .

Proposals Hard copies must be received no later than 5:00 p.m., FridayThursday, October 2120, 2011.

City staff reserves the right to reject any and all proposals, to waive any irregularities in any proposal, reserves the right to sit and act as sole judge of the merit and qualifications of services offered. City staff shall evaluate the proposals and make award to the proposer based on the best advantage of economy and operation. The City reserves the right to award single or multiple agreements. Additionally, the City may, for any reason, decide not to award an agreement as a result of this RFP.

If you have any questions, please contact me at 805.925.0951 extension 210 or Cathy Davison at extension 215.

RENE M. VISÉ

Director of Administrative Services

October 7, 2011

REQUEST FOR PROPOSALFINANCIAL ADVISOR SERVICES

INTRODUCTION

The Water and Wastewater Public Financing Authority (the “Authority”) of the City of Santa Maria (City) is seeking the services of a Financial financial Advisor advisor to assist in the development of financing alternatives for the following:

1.Refinancing of 1993 Water Fund Certificates of Participation. The original principal amount was $20,898,204 and the remaining amount is $13,410,000 at June 30, 2011. The City anticipates refinancing the certificates by May 31, 2012.

2.Refinancing of 1997 Subordinate Certificates of Participation. Original principal amount was $38,355,942 and the remaining amount is $33,338,931. The original issue consisted of $30,320,404 in tax exempt debt and $8,035,538 in taxable debt. The City anticipates refinancing the certificates by May 31, 2012.

3.Other financial studies as may be deemed desirable by the City.

BACKGROUND

City of Santa Maria

With a population of approximately 100,062, the City is located in Santa BarbaraCounty on the west coast of California in what is known as the CentralCoast. Santa Maria is the largest City by population and geographic area in the County.

The City of Santa Maria is a CharterCity. A CharterCity can adopt laws, different than the general State laws, to meet the specific needs of the city. The operation of a city under a charter is often referred to as “home rule.” The City operates under the council-manager form of government. Council-members are elected at-large for fouryear, overlapping terms of office. The Mayor is separately elected by a popular vote, for a four-year term.

Water Fund

The City’s water system produces water from State Water supplies and nine active and three standby groundwater production water wells located throughout the Santa Maria service area. The water system has a total of 20 million gallons or reservoir capacity. The combined well production and reservoir capacity must supply a peak demand of over 17 million gallons per day, plus an additional 6,000 gallons per minute for at least six hours for fire fighting purposes. In 1997, the City began receiving State Water on a full-time basis.

The water distribution system delivers water from the State Water turnout and water wells to all areas throughout the City. Water is provided to approximately 20,060 accounts through 320+ miles of water main.

Wastewater Fund

The Wastewater Fund operates and maintains a two-stage trickling filter wastewater treatment plant (WWTP). The WWTP treats and disposes of 8.5 million gallons of wastewater per day within State Water Quality Control Board and Air Pollution Control District (APCD) standards. The WWTP has a septage receiving station that accepts septage from the Santa MariaValley and surrounding communities.

SCOPE OF SERVICES

Role of Financial Advisor

The financial advisor shall provide all of the financial services and any other services necessary to produce a financially sound and cost-effective transaction, study, plan of finance, etc. for the Authority.

It is expressly agreed and understood, by submission of a signed proposal, that the fee is conditioned upon the sale of such Bonds, and that if the Bonds are not sold, the selected financial advisor shall receive no fee whatsoever.

The selected financial advisor shall provide qualified personnel for services which will include, but may not be limited to, the following:

1.Assist in the formulation of financing plans, including presentations of alternative financial programs and strategies, taking into consideration appropriate debt structures, timing, impact on customer base, budgeting, credit ratings, and assessment of capital market conditions. Provide recommendations where appropriate. In the performance of all aspects of financial planning, financial advisors must be cognizant of constraints imposed upon the Authority by virtue of its board, customer base, budget and fiscally conservative posture.

2.With respect to debt re-financings, assist in sizing and structuring of the sale on a competitive or negotiated basis, determining the maturity schedule, credit presentations, syndicate policies, closing procedures, and other matters which may assist the Authority in obtaining the lowest practical interest cost and the widest competition for its securities.

1.3.Assist in the preparation and distribution of the Preliminary Official Statement (POS), Notice of Sale (NOS), Official Statement (OS), and other documents and material required to facilitate the sale of any securities.

2.4.Issue requests for bids from trustee banks, feasibility consultants, investment providers, verification agents, or other consultants as required by the Authority.

3.5.Create presentation materials and arrange meetings with the rating agencies, bond underwriters (if negotiated), institutional investors, financial publications, credit enhancers, and other market participants.

6.Provide the Authority with an analysis of the benefit of any credit enhancement, such as lines of credit, letters of credit, and liquidity facilities. Assist in procuring any such credit enhancement and negotiating appropriate fees and terms.

5.7.Work with bond counsel in advance of the publication or sale of any securities to ensure acceptance of the financing structure and the ability of bond counsel to deliver an unqualified opinion and tax certificate to the Authority.

6.8.If the securities are sold on a competitive basis, assist in the bid process, verify the bids, and reallocate principal amounts throughout the loan, if required, to meet Authority objectives. The financial advisor must have a relationship with those competitive underwriters who typically lead syndicates that bid for the Authority’s securities.

7.9.If the securities are sold on a negotiated basis, review underwriting proposals and monitor underwriting selection process. Negotiate preliminary and final pricing structures and allocations. Act as a liaison between the Authority and the underwriting syndicate in the event of disputes until such time as the Authority seeks alternative resolutions.

8.10.Assist in the preparation of legal and financing documents in coordination with bond counsel, underwriter’s council (if any) and disclosure council (if any), Authority staff, and other relevant parties.

9.11.Manage the mailing of the POS and NOS to potential underwriters and investors and manage the mailing of the final OS.

10.12.Make available qualified personnel for consultations and conferences with authority officials, bond counsel, and staff members of the Authority, as well as for other meetings on an as needed basis.

11.13.Participate in pre-closing activities to ensure that all documents contained in the transaction of the sale accurately reflect the Authority’s understanding of the terms of the transaction. Review and approve closing documents including the tax certificate and 8038 filing forms. Provide certificates of financial advisor as required.

12.14.At the request of the Authority, advise the Authority on reinvestment strategies for bond proceeds and any other funds related to the financing, execute investment bid processes, as needed, and negotiate final terms and conditions on the Authority’s behalf.

13.15.Perform other financial advisory services as may be required from time to time.

Reporting

The Financial financial Advisor advisor will report to the Director of Administrative Services Director for the Authority.

PROPOSAL REQUIREMENTS

A.Scope of Services

The fFinancial Aadvisor (Consultant) shall provide a clear, concise response to the scope of service requirements set forth above.

In the event of joint proposals betweenamong two or more firms, indicate the role that each subconsultant or co-proposer would perform. The Authority reserves the right to select or choose between co-proposers and subconsultants.

B.Qualifications

The consultant shall identify the financing team and any other key personnel involved in this project, including subconsultants and co-proposers. The people identified as this team will be the ones people allowed to participate in the event the team is invited to an interview.

Provide Aa brief resume for each person listing specific qualifications applicable to experience in similar project types, dollar volume and duration of time projects. Experience with other California local governments and California debt issuance should alsoshall be be included.

Changes in members of the team will require advance approval by the Authority.

C.References

The Cconsultant shall include the contact name, address and telephone number and email address ofof three clients for whom services similar to those described in this Request for ProposalRFP have been performed. In addition, the consultant shall provide an official statement of the most relevant previous financing. (Use City provided form.)

D.Disclosure

The Consultant consultant will disclose any professional or personal financial interest which could be a possible conflict of interest in representing the Authority. For purposes of this proposal, the Authority uses the reportable interest standards for public officials. The Cconsultant shall further disclose arrangements to derive additional compensation from various investment and reinvestment products, including financial contracts.

E.Fee

Fee

The Cconsultant shall submit a fixed fee proposal and clearly identify if such fees are inclusive of expenses incurred by the firm during the firm’s engagement. If additional expenses are to be reimbursed by the Authority, please provide an estimate of such expenses with a not-to-exceed amount. Alternate fee proposals should be made for competitive versus negotiated sale. In your fee proposal,

please provide a separate quote for the cost of drafting, assembling and preparation of the preliminary and final official statements.

Proposal Submission

Submit one original (1) and three (3) hard copies plus one electronic copy of the completed proposal with the length not exceed 15 pages no later than 5:00 p.m., Thursday, October 20, 2011. Hard copies must be received no later than 5:00 p.m., Thursday October 20, 2011 to be considered.

Hard Copy

Three (3) copies of the completed proposal with length not to exceed 15 pages must be submitted no later than 5:00 p.m., Friday, June 4, 2004 to:

John Walk

Management Services Director

City of Lompoc

100 Civic Center Plaza

P.O. Box 8001

Lompoc, CA 93438Rene Visé, Director of Administrative Services

City of Santa Maria

110 E. Cook St., Room 6

Santa Maria, CA 93454

Fax and emailed copies will be accepted if immediately followed by an original.

Electronic Copy

805/875-8383 Fax

SELECTION PROCESS

Proposals will be evaluated based upon, but not limited to, related experience of the respondentsproposer, knowledge of the Authority, professional qualifications of individuals to be assigned to the project, creative financing strategies, fees, and overall proposal content.

Proposals will be evaluated based on the following criteria:

a.Understanding of the work required by the City;

b.Completeness, technical competence, responsiveness, and clarity of the proposal as it relates to the requirements of the City;

c.Proposed approach in completing the work;

d.Overall qualifications of the organization;

e.Background quality and related experience of the specific individuals to be assigned to the contract;

f.Recent experience in successfully performing similar services;

g.References; and

h.Proposed compensation.

As reflected above, award will not be based solely on proposed compensation, but on a combination of factors as determined to be in the best interest of the Authority. After evaluating the City reserves the right to further negotiate the proposed work and/or method and amount of compensation.

Proposals will be reviewed by the Authority. Oral interviews of the most responsive firms will be scheduled shortly after the deadline submission date and may be conducted by phone at the option of the Authority. All Financial Advisors selected for interviews will be notified of the selection as soon as possible.

The Authority reserves the right to reject any and all proposals and to waive informalities and minor irregularities in any proposal reviewed. Further, the Authority may reject any proposal which does not conform to the instructions herewith. Additionally, the Authority reserves the right to negotiate all final terms and conditions of any agreement entered into.

Nothing in the Request for ProposalsRFP shall be deemed to commit the Authority to engage any Financial financial Advisoradvisor.

LIMITATIONS

The Financial financial Advisor advisor shall not be permitted to participate directly or indirectly in any manner in the purchase of any financing debt or bonds relating to any phase of the project for which fFinancial Aadvisor services are provided.

Should you have any questions, please contact Rene M. Vise’, Financial Services Manager (805) 875-8286 or email at .

ATTACHMENTS

1.Sample of Professional Services Agreement with insurance requirements

This is the City’s standard agreeement and is subject to change.

2.Signature Page

3.References

AGREEMENT FOR PROFESSIONAL SERVICES

This Agreement is made on [month, day, year] by and between by and between, [name of contractor], a [type of company i.e., California Partnership, LLC, Corp.] (hereinafter referred to as the “Contractor"), and the City of Santa Maria, California, a California Corporation, (hereinafter referred to as the "City").

WHEREAS,………..

NOW, THEREFORE, IT IS AGREED:

Recitals true. The above recitals are true.
General.

2.01.Term and Termination. The term of this Agreement is one year, beginning on the date first written above. This Agreement may be extended by mutual consent of the parties. This Agreement may be terminated for convenience, breach of its terms or conditions or because of discovery of any act which violates local, State or Federal law. Termination is effective 14 days after deposit of notice as specified in this Agreement.

2.02.Services to be Performed. Contractor shall determine the method, details and means of providing [enter services to be provided] and more specifically, Contractor agrees to perform the specific services listed in Exhibit “A.”

2.03City’s Duties. City’s duties under this Agreement are to cooperate with the Contractor and timely pay invoices and more specifically, City agrees to perform the specific services listed in Exhibit “B.”

2.04Payment. Payment terms under this Agreement are listed in Exhibit “C.”

2.05Insurance. Contractor shall provide insurance as listed in Exhibit “C.”

2.06Exhibits. Exhibits “A,” “B,” and “C” are attached and incorporated.

3.Contractor’s Obligations.

3.01.Minimum Amount of Service. Contractor shall devote sufficient time to perform services efficiently and effectively under this Agreement. Contractor may represent, perform services for, and be employed by additional individuals or entities, in Contractor’s sole discretion, as long as the performance of these extra-contractual services does not interfere with or present a conflict with City's business.

3.02.Tools and Equipment. Except as otherwise stated in this Agreement, Contractor will supply all tools and equipment necessary to perform the services stated in this Agreement.

3.03.Status. Contractor (including its employees) is an independent contractor. No employer/employee relationship exists between Contractor and the City. The Contractor's assigned personnel shall not be entitled to any benefits payable to employees of the City. The City is not required to make any deductions or withholdings from the compensation payable to Contractor under this Agreement.

3.04.Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify, defend (with independent counsel approved by the City) and hold harmless the City, and its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternative dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of the Contractor or the acts or omissions of an employee, agent or subcontractor of the Contractor. The provisions of this paragraph survive completion of the services or the termination of this Agreement. The provisions of this Section are not limited by the provisions of the Section relating to insurance.

4.Miscellaneous

4.01.Communication. All communication relating to the day-to-day activities of this Agreement shall be exchanged between a designated representative of the City and a representative of the Contractor, listed below. All notices shall be addressed as follows unless a written change is filed with the City:

U:\Purchasing\Templates\Agreements-Contracts\Current - Agreement for Professional Services.doc3 of 3

Atty rev. 2010

To: City / To: Contractor
Attn: City Contact
Address
Santa Maria, CA 93454
Ph:
Fax:
Email: / Attn: Contractor Contact
Firm Name
Address
Ph:
Fax:
Email:

If the designated representative or address of either party changes during the term of this Agreement, a written notice shall be given to the other party prior to the effective date of change. Any written notices required under this Agreement shall be effective five (5) days after deposit into the United States mail, postage prepaid, addressed to the designated representative, or upon confirmation of receipt of delivery if another notification process is used.