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Request for Proposal_Financial Advisor ServicesTHE CITY OF Dui Masterpiece on the Mississippi Dubuque band AI -America City r 2007 • 2012 • 2013 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Financial Advisor Services Request for Proposal DATE: June 27, 2014 Budget Director Jennifer Larson is recommending approval to distribute a Request for Proposal for financial advisor services for the City of Dubuque. I concur with the recommendation and respectfully request Mayor and City Council approval. Michael C. Van Milligen MCVM/jml Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Teri Goodmann, Assistant City Manager Jennifer Larson, Budget Director Kenneth TeKippe, Finance Director THE CITY OF DUB Masterpiece on the Mississippi TO: Michael C. Van Milligen, City Manager FROM: Jennifer Larson, Budget Director SUBJECT: Financial Advisor Services Request for Proposal DATE: June 27, 2014 INTRODUCTION Dubuque AII-America City 1 2007 • 2012 •2013 The purpose of this memorandum is to request approval to distribute a Request for Proposal (RFP) for financial advisor services for the City of Dubuque. DISCUSSION A request for proposal (RFP) was developed relative to providing financial advisor services to the City of Dubuque in connection with issuing bonds for future projects, bond refundings and debt capacity, debt structuring and cashflows analysis. The schedule for the RFP distribution and financial advisor selection is as follows: TASK DATE Issue RFP July 8, 2014 Deadline for Submitting Questions July 18, 2014 Deadline for Submittal of Proposals July 22, 2014 Preliminary Selection of Short List July 25, 2014 Interviews August 8, 2014 Final Selection August 18, 2014 The review committee for the submitted proposals is as follows: Jenny Larson, Budget Director Ken TeKippe, Finance Director Jean Nachtman, Assistant Finance Director RECOMMENDATION I respectfully recommend the approval of the financial advisory services request for proposal and distribution to qualified public financial advisors. Attachment cc: Ken TeKippe, Finance Director Jean Nachtman, Assistant Finance Director 2 Request for Proposal (RFP) for: Financial Advisory Services THE CITY OF DUB Masterpiece on the Mississippi City of Dubuque Budget Office 50 W 1 3th Street Dubuque, IA 52001 Dubuque bfrill All -America City 11111 r 2007 • 2012 • 2013 City of Dubuque REQUEST FOR PROPOSAL TI IE CITY OF DUB Masterpiece on the Mississippi Dubuque kaiXi Al -America City �r 2007 • 2012 •2013 PURPOSE OF REQUEST The City of Dubuque ("City") is requesting proposals for the provision of Financial Advisory Services. The primary role of the financial advisor under this contract is to support the debt issuance activity of the City. The initial debt issue under this contract is expected to occur in 2014. Other responsibilities include, but are not limited to: Providing advice on all aspects of any proposed capital financing; Developing innovative solutions to the City's funding requirements in order to achieve the most advantageous financing terms; Making recommendations on the timing, sizing, maturity schedules, call provisions and other details of bond issues; Reviewing and making appropriate recommendations on all ordinances, official statements, and other documents necessary for debt issuance; as well as other responsibilities. 11 SCHEDULE /TIMELINE The City will attempt to follow this timetable, which should result in a final selection by August 18, 2014. TASK DATE Issue RFP July 8, 2014 Deadline for Submitting Questions July 18, 2014 Deadline for Submittal of Proposals July 22, 2014 Preliminary Selection of Short List July 25, 2014 Interviews August 8, 2014 Final Selection August 18, 2014 111 INSTRUCTIONS /GENERAL INFORMATION A. All questions should be submitted in writing (email will suffice) to: Jennifer Larson, Budget Director City of Dubuque 50 W 13th St Dubuque, IA 52001 (563) 589-4110 jlarson©cityofdubuque.org Note that the deadline for submitting questions is by 5:00 pm CDT on Friday, July 18, 2014. B All proposals must be received by no later than 4:00 pm CDT on Tuesday, July 22, 2014. Proposals may be submitted as an email attachment in PDF or MS Word format to: jlarson©cityofdubuque.org. Note that faxed proposals or proposals submitted as Zip files will not be accepted. Page 2 of 14 City of Dubuque Request for Proposal — Financial Advisory Services OR Sealed proposals may be submitted. Sealed proposals must be clearly marked in the lower left- hand corner "RFP—Financial Advisory Services". An original and four (4) copies of the sealed proposal must be delivered to: City of Dubuque Attn: Jennifer Larson 50 W 13th St Dubuque, IA 52001 C. All proposals must include the following items as described on Attachment B: 1. Firm Information 2. Statement of Individual Qualifications 3. Proposed Fee Schedule D. Proposals should be prepared simply and economically, providing a straight forward, concise description of provider capabilities to satisfy the requirements of the request. Special bindings, colored displays, promotional materials, etc. are not required or desired. Emphasis should be on completeness and clarity of content. Use recycled paper for responses and any printed or photocopied material created pursuant to a contract with the City whenever practicable. Use both sides of the paper for any submittal to the City whenever practicable. E. The City is committed to reducing costs and facilitating quicker communication by using electronic means to convey information. Those interested in submitting a proposal are encouraged to provide contact information to Jennifer Larson, Budget Director, at ilarsona(7.cityofdubuque.orq. Providing contact information will allow the City to provide notification if an addendum to the RFP is issued or the RFP is cancelled. Those who choose not to provide contact information are solely responsible for checking the City's website for any issued addenda or a notice of cancellation. IV SCOPE OF SERVICES The services the City would expect the financial advisor to provide are listed in "Financial Advisor- Scope of Services," provided as Attachment A. V TERMS AND CONDITIONS A. The City prohibits the acceptance of any proposal after the time and date specified on the Request for Proposal. There shall be no exceptions to this requirement. B. The City reserves the right to reject any and all proposals that are deemed not responsive to its needs, and to waive minor irregularities in any proposal. C. The City reserves the right to request clarification of information submitted, and to request additional information on any proposal. D. Any proposal may be withdrawn up until the date and time set above for opening of the proposals. Any proposal not so timely withdrawn shall constitute an irrevocable offer, for a period of one hundred and twenty (120) days to provide the City with the services described in the attached specifications, or until one or more of the proposals have been approved by the City, whichever occurs first. Page 3 of 14 City of Dubuque Request for Proposal — Financial Advisory Services E. If a selection is made as a result of this RFP, a contract with fixed/known prices will be negotiated. Negotiations may be undertaken with the Proposer who is considered to be the most suitable for the work. This RFP is primarily designed to identify the most qualified firm. Price and schedule will be negotiated with the "first choice" Proposer. Negotiations may be instituted with the second choice and subsequent Proposers until the project is canceled or an acceptable contract is executed. F. The contents of the proposal of the selected Proposer shall become contractual obligations if a contract ensues. Failure of the Proposer to accept these obligations may result in cancellation of its selection. G. The City reserves the right to award any contract to the next most qualified Proposer, if the successful Proposer does not execute a contract within 30 days of being notified of selection. H. The contract resulting from acceptance of a proposal by the City shall be in a form supplied or approved by the City, and shall reflect the specifications in this RFP. A copy of the proposed contract is available for review (see attachment C). The City reserves the right to reject any proposed agreement or contract that does not conform to the specifications contained in this RFP and which is not approved by the City Attorney. The City shall not be responsible for any costs incurred by the Proposer in preparing, submitting or presenting its response to the RFP. J. The contract shall be in effect for a three-year period upon execution. The contract may be extended for three (3) additional one-year periods at the option of the City. K. Proposals and evaluation materials submitted under this RFP shall be considered public documents and will be available for inspection and copying by the public. The City may request an electronic copy of a proposal response at a later time for this purpose. VI EVALUATION PROCESSS Proposals will be evaluated by a committee of City staff. Evaluations will be based on criteria outlined herein which may be weighted by the City in a manner it deems appropriate. All proposals will be evaluated using the same criteria. The criteria used will be: A. Responsiveness to the RFP The City will consider all the material submitted to determine whether the Proposer's offering is in compliance with the RFP documents. B. Ability to Perform Required Services The City will consider all the relevant material submitted by each Proposer, and other relevant material it may otherwise obtain, to determine whether the Proposer is capable of providing services of the type and scope specific to the RFP. C. Fees Proposed fee schedule as described in Attachment B D. Interviews The City may conduct interviews as part of the final selection process. Page 4 of 14 City of Dubuque Request for Proposal — Financial Advisory Services ATTACHMENT A FINANCIAL ADVISOR - SCOPE OF SERVICES The services to be provided by the financial advisor shall include, but are not limited to, the following: A. Assistance • Evaluate possible financing options for the City, including applicable federal or state programs and subject -to -appropriation debt • Evaluate potential underwriters for a negotiated sale or define process for competitive sale • Evaluate and assist in securing credit enhancement if necessary Evaluate trustee proposals B. Financial Condition Review • Evaluate credit quality and financial strength using typical industry standards • Review, evaluate and comment on adequacy of financial forecast studies or other debt • Prepare written report to the City regarding the feasibility of issuing the bonds and sufficiency of revenues and funds pledged to support the bonds or other debt C. Bond Document Participation and Review • Attend all organizational, document review, and special meetings related to debt financing • Evaluate, advise, and consult with the City and bond counsel regarding financial and non- financial bond covenants of each debt issue • Assist in furnishing materials and data to rating agencies, bond insurers, letter of credit providers, and underwriters • Assist in structuring debt transactions, such as competitively sold bond issues and/or negotiated bond issues D. Official Statement Review and Preparation • Lead team discussions in conjunction with bond counsel on form, content, and sufficiency of information in the official statement • Prepare the official statement in conjunction with bond counsel E. Pricing of Bond Issue Competitive Sale: • Coordinate pre -sale publicity, call for bids, evaluation of bids, recommendations to the City regarding sufficiency of bids, and awarding of bonds. Negotiated Sale: • Coordinate pricing meetings and offerings of negotiated issues • Recommend structure of underwriting teams; i.e., co -managers, selling group, syndicate, etc. • Recommend timing of bond pricing • Review, monitor and advise the City regarding proposed negotiated interest rates and spreads Note: The financial advisor is precluded from participation in the underwriting as co- manager, syndicated member, selling group member, etc. F. Recommendations to the City • Prepare an oral and written recommendation to the City for each debt issue regarding financial feasibility, bond covenants, and pricing. Page 5 of 14 City of Dubuque Request for Proposal — Financial Advisory Services G. Bond Closing • Review closing memorandum with bond counsel to confirm activities at the closing and role of Each party Assist City in evaluating the investment of bond proceeds for construction fund, debt service fund, escrow, etc. H. Special Meetings of the City • Attend all City Council meetings and any special meetings with the City, bond counsel, bond insurers and rating agencies as the City deems necessary. Post Issuance Assistance Advise the City on post issuance changes, credit enhancement, management consultants, etc. • Conduct post issuance reviews (e.g., remarketing agent performance) as requested by the City. • Provide a report to the City on the project and the bond issue sale. • File annual continuing disclosure report • Provide refunding analysis • Provide assistance with post -issuance compliance policy for tax-exempt qualified obligations • Provide assistance with arbitrage regulation compliance J. Program Development • Assist staff by evaluating program proposals or changes in policy. • Assist staff by developing Tax Increment Financing cash flows and debt capacity models. • Assist staff by evaluating and maintaining the City debt management policy. Page 6 of 14 City of Dubuque Request for Proposal — Financial Advisory Services ATTACHMENT B STATEMENT OF QUALIFICATIONS A. Firm Information 1. Describe the experience of your firm in providing public sector financial advisory services. Identify the total number of professionals employed by your firm who serve as financial advisors to public sector entities, including support staff. 2. Identify the number of public sector entities for which your firm currently is under contract to serve as financial advisor, and provide the number and volume of debt issuance transactions completed pursuant to such contracts during the period 2010-2013. Further, identify the number and volume of the following types of transactions completed during this same period: GO bonds, Urban Renewal bonds, revenue bonds, variable rate demand bonds, bond anticipation notes, LTGO bonds, payment agreements, and others, as pertinent. 3. Provide a list of other public sector entities (in terms of their outstanding debt) within the State of Iowa for which your firm currently provides financial advisory services as contemplated in the scope of work. 4. Identify the location of the base office for the individuals who will be assigned to the city and the total number of professionals in such office who serve as financial advisors to public sector entities. B. Individual Qualifications 1. Identify the individual who will initially serve as the primary point of contact with the city under this contract and the other individuals of the team who are expected to work on city transactions. Describe the type of work each is expected to perform. 2. Provide brief biographical information for each of these individuals that identifies their educational background, work history, and past responsibilities serving in similar financial advisory roles. 3. Describe their specific experience in the following specialized areas: GO Bonds (voted and non - voted), Urban Renewal bonds, Special Assessments, revenue bonds, variable rate demand bonds, and payment agreements. C. Fee Proposal 1. Please state your fee proposal for the scope of work as financial advisor as described in Attachment A. 2. Please document any key assumptions made in developing the fee proposal and any other contingencies the City should be aware of 3. Is there a separate charge for attendance at City meetings which are not part of an otherwise specific City engagement? 4. Please indicate any fees or hourly rates for special projects. D. References 1. Provide three references (name, title, employer, address, and phone number) for the person who will serve as the primary point of contact. Page 7 of 14 City of Dubuque Request for Proposal — Financial Advisory Services ATTACHMENT C SAMPLE CONTRACT FINANCIAL ADVISORY SERVICES AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND This Agreement, dated for reference purposes the _ day of _ 2014, is made and entered into by and between the City of Dubuque, I owa, a municipal corporation (hereinafter "City") and whose address is (hereinafter "Consultant"). I. SERVICES BY CONSULTANT A. Consultant agrees to perform the services described in Attachment to this Agreement, which attachment is incorporated herein by reference. B. All services, and all duties incidental or necessary thereto shall be conducted and performed diligently and completely and in accordance with professional standards of conduct and performance. II. COMPENSATION A. The total compensation to be paid to Consultant for these services shall not exceed $ as detailed in Attachment B. Payment to Consultant by City in accordance with the payment ceiling specified above shall be the total compensation for all work performed under this Agreement and supporting documents hereto as well as all subcontractors' fees and expenses, supervision, labor, supplies, materials, equipment or the use thereof, reimbursable expenses, and other necessary incidentals. C. Consultant shall be paid monthly on the basis of invoices submitted. Invoicing will be on the basis of percentage complete or on the basis of time, whichever is applicable, in accordance with the terms of this Agreement. D. City shall have the right to withhold payment to Consultant for any work not completed in a satisfactory manner until such time as consultant modifies such work to the satisfaction of City. E. Unless otherwise specified in this Agreement, any payment shall be considered timely if a check is mailed or is available within 45 days of the date of actual receipt by City of an invoice conforming in all respects to the terms of this Agreement. Page 8 of 14 City of Dubuque Request for Proposal — Financial Advisory Services III. TERMINATION OF AGREEMENT City reserves the right to terminate or suspend this Agreement at any time, with or without cause, by giving ten (10) days' notice to Consultant in writing. In the event of termination, all finished or unfinished reports, or other material prepared by the Consultant pursuant to this Agreement, shall be provided to City. In the event City terminates this Agreement prior to completion without cause, Consultant may complete such analyses and records as may be necessary to place its files in order. Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on the project prior to the date of suspension or termination, not to exceed the payment ceiling set forth above. IV. OWNERSHIP OF WORK PRODUCT A. Ownership of the originals of any reports, data, studies, surveys, charts, maps, drawings, specifications, figures, photographs, memoranda, and any other documents which are developed, compiled or produced as a result of this Agreement, whether or not completed, shall be vested in City. Any reuse of these materials by City for projects or purposes other than those which fall within the scope of this Agreement or the project to which it relates, without written concurrence by Consultant will be at the sole risk of City. City acknowledges Consultants plans and specifications as instruments of professional service. Nevertheless, the plans and specifications prepared under this Agreement shall become the property of City upon completion of the work. City agrees to hold harmless and indemnify consultant against all claims made against Consultant for damage or injury, including defense costs, arising out of any reuse of such plans and specifications by any third party without the written authorization of the Consultant. B. Methodology, materials, software, logic, and systems developed under this contract are the property of the Consultant and City, and may be used as either Consultant or City sees fit, including the right to revise or publish the same without limitation. V. GENERAL ADMINISTRATION AND MANAGEMENT The Budget Director and/or the Finance Director for City shall review and approve Consultant's invoices to City under this Agreement, shall have primary responsibility for overseeing and approving services to be performed by Consultant, and shall coordinate all communications with Consultant from City. VI. COMPLETION DATE The estimated completion date for Consultant's performance of the services specified in Section I is Consultant will diligently proceed with the work contracted for, but Consultant shall not be held responsible for delays occasioned by factors beyond its control which could not reasonably have been foreseen at the time of the execution of this Agreement. If such a delay arises, Consultant shall forthwith notify City. VII. SUCCESSORS AND ASSIGNS Consultant shall not assign, transfer, convey, pledge, or otherwise dispose of this Agreement or any part of this Agreement without prior written consent of City. Page 9 of 14 City of Dubuque Request for Proposal — Financial Advisory Services VIII. NONDISCRIMINATION In carrying out the services under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, creed, color, sex, age, national origin, religion, sexual orientation, gender identity, or disability. Consultant shall take affirmative action to ensure that applicants for employment are employed and that employees are treated during employment without regard to race, creed, color, sex, age, national origin, religion, sexual orientation, gender identity, or disability. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Consultant assures that all qualified applicants will receive consideration for employment without regard to race, creed, color, sex, age, national origin, religion, sexual orientation, gender identity or disability. IX. HOLD HARMLESSIINDEMNIFICATION Consultant shall defend, indemnify and hold the City, officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of Consultant in the performance of this Agreement. X. LIABILITIY INSURANCE COVERAGE Consultant shall obtain and maintain during the term of this Agreement insurance as described in the insurance schedule in Attachment D. XI. COMPLIANCE WITH LAWS Consultant shall comply with all applicable state, federal, and city laws, ordinances, regulations, and codes. XII. FUTURE SUPPORT City makes no commitment and assumes no obligations for the support of Consultant activities except as set forth in this Agreement. XIII. INDEPENDENT CONTRACTOR Consultant is and shall be at all times during the term of this Agreement an independent contractor and not an employee of City. Consultant agrees that it is solely responsible for the payment of taxes applicable to the services performed under this Agreement and agrees to comply with all federal, state, and local laws regarding the reporting of taxes, maintenance of insurance and records, and all other requirements and obligations imposed on it as a result of its status as an independent contractor. Consultant is responsible for providing the office space and clerical support necessary for the performance of services under this Agreement. City shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance of unemployment compensation programs or otherwise assuming the duties of an employer with respect to Consultant, or any employee of Consultant. XIV. EXTENT OF AG REEMENTIMODIFICATION This Agreement, together with all attachments and addenda, represents the entire and integrated Agreement between the parties hereto and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended, modified, or added to only by written instrument properly executed by both Page 10 of 14 City of Dubuque Request for Proposal — Financial Advisory Services parties hereto. XV. ADDITIONAL WORK City may desire to have Consultant perform work or render services in connection with the project other than provided for by the express intent of this Agreement. Any such work or services shall be considered as additional work, supplemental to this Agreement. Such work may include, but shall not be limited to: Additional work shall not proceed unless so authorized in advance and in writing by the City. Authorized additional work will be compensated for in accordance with a written supplemental contract between Consultant and City. CONSULTANT: CITY OF DUBUQUE: By: By: Michael C. Van Milligen, City Manager Dated: Dated: Page 11 of 14 City of Dubuque Request for Proposal — Financial Advisory Services ATTACHMENT D City of Dubuque Insurance Requirements for Professional Services 1. Insurance Schedule C shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa for the coverage required in Exhibit I prior to commencing work and at the end of the project if the term of work is longer than 60 days. Providers presenting annual certificates shall present a Certificate at the end of each project with the final billing. Each Certificate shall be prepared on the most current ACORD form approved by the Iowa Department of Insurance or an equivalent. Each certificate shall include a statement under Description of Operations as to why issued. Eg: Project # or Lease of premises at or construction of 2. All policies of insurance required hereunder shall be with a carrier authorized to do business in Iowa and all carriers shall have a rating of A or better in the current A.M. Best's Rating Guide. 3. Each Certificate shall be furnished to the contracting department of the City of Dubuque. 4. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance shall be considered a material breach of this agreement. 5. Subcontractors and sub subcontractor performing work or service shall provide a Certificate of Insurance in accord with Exhibit I. 6. All required endorsements to various policies shall be attached to Certificate of insurance. 7. Whenever a specific ISO form is listed, an equivalent form may be substituted subject to the provider identifying and listing in writing all deviations and exclusions that differ from the ISO form. 8. Provider shall be required to carry the minimum coverage/limits, or greater if required by law or other legal agreement, in Exhibit I. 9. Whenever an ISO form is referenced the current edition of the form must be used. Page 1 of 3 Schedule C, Professional Services October 2013.Doc Page 12 of 14 City of Dubuque Request for Proposal — Financial Advisory Services City of Dubuque Insurance Requirements for Professional Services Insurance Schedule C (continued Exhibit A) COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products -Completed Operations Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence $1,000,000 Fire Damage Limit (any one occurrence) $ 50,000 Medical Payments $ 5,000 a) Coverage shall be written on an occurrence, not claims made, form. All deviations from the standard ISO commercial general liability form CG 0001, or Business owners form BP 0002, shall be clearly identified. b) Include ISO endorsement form CG 25 04 "Designated Location(s) General Aggregate Limit" or CG 25 03 "Designated Construction Project (s) General Aggregate Limit" as appropriate. c) Include endorsement indicating that coverage is primary and non-contributory. d) Include endorsement to preserve Governmental Immunity. (Sample attached). e) Include an endorsement that deletes any fellow employee exclusion. f) Include additional insured endorsement for: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. Use ISO form CG 2026. B) AUTOMOBILE LIABILITY $1,000,000 (Combined Single Limit) C) WORKERS' COMPENSATION & EMPLOYERS LIABILITY Statutory benefits covering all employees injured on the job by accident or disease as prescribed by Iowa Code Chapter 85 as amended. Coverage A Coverage B Statutory—State of Iowa Employers Liability Each Accident $100,000 Each Employee -Disease $100,000 Policy Limit -Disease $500,000 Policy shall include an endorsement providing a waiver of subrogation to the City of Dubuque. Coverage B limits shall be greater if required by Umbrella Carrier. D) UMBRELLA LIABILITY $1,000,000 Umbrella liability coverage must be at least following form with the underlying policies included herein. E) PROFESSIONAL LIABILITY $1,000,000 Page 2 of 3 Insurance Schedule C Page 13 of 14 City of Dubuque Request for Proposal — Financial Advisory Services City of Dubuque Insurance Requirements for Professional Services Preservation of Governmental Immunities Endorsement 1. Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be amended from time to time. 2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurance carrier. 4. Non -Denial of Coverage. The insurance carrier shall not deny coverage under this policy and the insurance carrier shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa. No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. SPECIMEN age 3 of 3 Schedule C, Professional Services October 2013.Doc Page 14 of 14 City of Dubuque Request for Proposal — Financial Advisory Services