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Fin Authorization to Issue Bonds--PFM Financial AdvisorsAMENDMENT TO AGREEMENT FOR FINANCIAL ADVISORY SERVICES THIS AMENDMENT to the Agreement for Financial Advisory Services is made and entered into as of the 5" day of Mo.yc.h ,2018, by and between the CITY OF SAN RAFAEL (hereinafter "City"), and PFM FINANCIAL ADVISORS LLC. RECITALS WHEREAS, on April 16,2014 City entered into an "Agreement for Financial Advisory Services" with Public Financial Management, Inc. for hourly professional financial consulting services in an amount not to exceed $35,000 (the "Agreement"); and WHEREAS, pursuant to Article V of the Agreement, the City has consented to the assignment of the Agreement to Public Financial Management, Inc.' s successor, called PFM Financial Advisors, LLC (hereinafter "PFM"); and WHEREAS, Article III, Section 2 of the Agreement acknowledged that at such time as the City desired additional financial consulting services related to the issuance of bonds or other financing transactions, the parties to the Agreement would mutually agree upon the terms of compensation for such transactional work; and WHEREAS, the City now wishes to obtain additional services from PFM in connection with the City's planned issuance of lease revenue bonds to finance the City's construction of new public safety facilities; NOW, THEREFORE, City and PFM hereby agree to amend the Agreement as follows: AMENDMENT TO AGREEMENT 1. Article I of the Agreement, entitled "SCOPE OF SERVICES" is hereby amended to include the additional services set forth in PFM's proposal dated January 8, 2018, attached to this Amendment as Attachment 1, and incorporated herein by reference. 2. Article III of the Agreement, entitled "FINANCIAL ADVISORY COMPENSATION" is hereby amended to include in Sections 2 and 3 thereof the additional compensation payable to PFM for the services described in Attachment 1, as detailed in Exhibit B thereof. 1 3 . Except as specifically amended herein, all of the other provisions, terms and obligations of the Agreement between the parties shall remain valid and shall be in full force. IN WITNESS WHEREOF, the parties have executed this Amendment on the day, month, and year first above written. CITY OF SAN RAFAEL PFM FINANCIAL ADVISORS LLC By:;k tdlU--....... ATTEST: Title: H A f") A J Ina D I re cfor LINDSAY LARA, Interim City Clerk APPROVED AS TO FORM: 2 o pfm 50 California Street SUite 2300 San FrancIsco. CA 94111 4 159825544 pfm.com Mr. Mark Moses Finance Director City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Dear Mark: January 8, 2018 The purpose of this letter (this "Engagement Letter") is to confirm our agreement that PFM Financial Advisors LLC ("PFM") will act as municipal advisor to the City of San Rafael (the "City") in connection with the issuance of its 2018 Lease Revenue Bonds (the "2018 Bonds") to finance a portion of the City's Measure E public safety facility improvements . For this engagement, PFM will provide services related to the 2018 Bonds as set forth in Exhibit A hereto, and compensation will be as set forth in ExhibiU! hereto. Other terms of our agreement with the City are as set forth in the existing contract between the City and Public Financial Management, Inc., an affiliate of PFM Financial Advisors LLC, dated as of April 16, 2014, authorized by City Council Resolution No. 13697 (approved April 7, 2014). PFM is a registered municipal advisor with the Securities and Exchange Commission (the "SEC") and the Municipal Securities Rulemaking Board (the "MSRB"), pursuant to the Securities Exchange Act of 1934 Rule 15Ba1-2. If the City has designated PFM as its independent registered municipal advisor ("IRMA") for purposes of SEC Rule 15Ba1-1 (d)(3)(vi) (the "IRMA exemption"), then services provided pursuant to such designation shall be the services described in Exhibit 6. hereto, subject to any limitations described thereon. PFM shall not be responsible for, or have liability in connection with, verifying that PFM is independent from any other party seeking to rely on the IRMA exemption (as such independent status is required pursuant to the IRMA exemption, as interpreted from time to time by the SEC). The City acknowledges and agrees that any reference to PFM, its personnel and its role as IRMA, including in the written representation of the City required under SEC Rule 15Ba1-1 (d)(3)(vi)(B) shall be subject to prior approval by PFM. The City further agrees not to represent that PFM is the City's IRMA with respect to any aspect of a municipal securities issuance or municipal financial product, outside of the scope of services without PFM's prior written consent . MSRB Rule G-42 requires that municipal advisors make written disclosures to the City of all material conflicts of interest and certain legal or disciplinary events. Such disclosures are provided in PFM's Disclosure Statement delivered to the City together with this Engagement Letter. Rev. 22.06.2016 PFM's services will commence as soon as practicable after the execution of this Engagement Letter by the City and a request by the City for such service . Any material changes in or additions to the scope of services described in Exhibit A shall be promptly reflected in a written supplement or amendment to this Engagement Letter. Services provided by PFM which are not included in the scope of services set forth in Exhibil A of this Engagement Letter shall be completed as agreed in writing in advance between the City and PFM. Upon request of the City, PFM or an affiliate of PFM may agree to additional services to be provided by PFM or an affiliate of PFM, by a separate agreement between the City and PFM or its respective affiliate . The following professional employees of PFM will have primary responsibility for providing the services set forth in this Engagement Letter: Sarah Hollenbeck, Michelle Sarabia, and Kevin Dong. PFM may, from time to time, supplement or otherwise amend team members. The City has the right to request, for any reason, PFM to replace any member of the advisory staff. Should the City make such a request, PFM will promptly suggest a substitute for approval by the City. Please have an authorized official of the City sign a copy of this Engagement Letter and return it to us to acknowledge the terms of this engagement. -2 - Sincerely, PFM Financial Advisors LLC ~?k£--, Sarah Hollenbeck Managing Director Accepted by : CITY OF SAN RAFAEL -Name Title Date Rev . 22.06.2016 -3 - ~XHIBIT A SCOPE OF SERVICES In connection with the 2018 Bonds, PFM's scope of services is expected to include the following: • Reviewing the project expenditure projections and Measure E revenue projections prepared by the City's other consultants to assess when bonds proceeds will be required • Evaluating the borrowing capacity of the Measure E revenue stream given project timing and bond market trends • Evaluating alternative debt service structures for the Bonds • Developing a time and responsibility schedule for the transaction • Advising the City on the method of sale for the 2018 Bonds • Preparing and distributing an RFP for underwriting services, summarizing underwriter proposals and participating in underwriter selection • Procuring via competitive process other services required in connection with the transaction (financial printer, trustee and escrow agent, etc.) • Reviewing all legal and disclosure documents related to the bond issue • Participating in working group meetings, meetings with City staff, and City Council subcommittee and regular meetings in connection with the transaction • Preparing presentation materials and information pertaining to the City and the bonds for rating agency and/or bond insurer review • Advising the City regarding the structure of the financing, the terms of bonds, timing of the bond sale, the maturity schedule of the bonds, call features, maintenance of reserves, and any other matters which may assist the City in obtaining the lowest practical interest costs for the bonds • With the participation of PFM's Pricing Group, providing the City with independent advice on the coupons, yields and structure of the bonds that will attract the broadest possible investor participation and the lowest cost of funds • Participating in pre-pricing and pricing calls with the City and the Underwriter for the bonds and assist the City in negotiating the final interest rates on the bonds • Memorializing the transaction process and results for the City staff in a post-sale memorandum Rev . 22.06.2016 -4 - EXHIBIT B COMPENSATION FOR SERVICES For municipal advisor services in connection with the Refunding Bonds, PFM will be paid a fixed transaction fee of $48,000 . In addition to fees for our services on this transaction, PFM will be reimbursed for necessary, reasonable, and documented out-of-pocket expenses incurred, including travel, meals, lodging, telephone, mail, and other ordinary cost and any actual extraordinary cost for graphics, printing, data processing and computer time. Documentation of such expenses will be provided and expenses will be capped at $1,500. Rev. 22.06 .2016 - 5 - Rev. 22.06.2016 EXHIBIT C INSURANCE STATEMENT Insurance Statement PFM Financial Advisors LLC ("PFMFA") has a complete insurance program, including property, casualty, comprehensive general liability, automobile liability and workers compensation. PFMFA maintains professional liability and fidelity bond coverages which total $30 million and $10 million, respectively. PFMFA also carries a $10 million cyber liability policy. Our Professional Liability policy is a "claims made" policy and our General Liability policy claims would be made by occurrence. Deductibles/SIR: Automobile $250 comprehensive & $500 collision Cyber Liability $50,000 General Liability $0 Professional Liability (E&O) $1,000,000 Financial Institution Bond $75,000 Insurance Company & AM Best Rating Professional Liability (E&O) .... Indian Harbor Insurance Company; and ............................................... Continental Casualty Company; (both are A) Financial Institution Bond ....... Federallnsurance Company; (A++) Cyber Liability ...................... Indian Harbor Insurance Company (A) General Liability ..................... Great Northern Ins. Company; (A++) Automobile Liability ................. Federallnsurance Company Excess IUmbrella Liability ....... Federallnsurance Company Workers Compensation .......... Pacific Indemnity Company; (A++) & Employers Liability - 6 - o pfm 50 California Street SUite 2300 San Fram .sco CA 94111 4 15 982.5544 pfm.com Mark Moses Finance Director City of San Rafael 1400 5th Ave San Rafael, CA 94901 January 25 , 2018 Re : Notice of Assignment of Contract for Financial Advisory Services Dear Mark: This letter is to inform you that we are pleased to offer the same great financial advisory services pursuant to the Agreement for Financial Advisory Services dated April 16, 2014 between City of San Rafael and Public Financial Management , Inc. ("PFMI") through our affiliated company PFM Financial Advisors LLC ("PFM FA") , a municipal advisor registered with the SEC and MSRB . Delivery of our services will not be impacted as current financial advisory personnel will continue to provide services to you under PFMFA. Please sign this letter to acknowledge your consent and return it to Cayla Wilbur, Senior Associate, by email wilburc@pfm .com. In all other respects the agreement is ratified, and the terms and conditions remain in full force and effect. We appreciate your assistance and look forward to our continued service to City of San Rafael. Thank you in advance for your prompt attention to this matter. Sincerely , Sarah Hollenbeck, Managing Director Acknowledgment: City of San Rafael Name Date