HomeMy WebLinkAbout25J - AGMT - BOND COMPLIANCE SRVSREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
SEPTEMBER 16, 2014
TITLE:
AGREEMENT WITH URBAN
FUTURES INC. FOR BOND
COMPLIANCE CONTINUING
DISCLOSURE SERVICES
l CITY MANAGE
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1 "Reading
❑ Ordinance on 2n °Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute an agreement with Urban
Futures, Inc., for bond continuing disclosure services for a three -year period in an annual amount
of $5,500, subject to non - substantive changes approved by the City Manager and City Attorney.
DISCUSSION
The City of Santa Ana as part of its financial strategy for critical infrastructure and project needs,
engages financing bond issuances through the municipal bond and private placement markets.
Currently, the City has approximately $160 million in City related debt and $100 million in
Successor Agency debt. The federal government via the US Securities and Exchange
Commission (SEC), through the Municipal Securities Rulemaking Board (MSRB), requires annual
and special reporting of the City's financial condition and status including specified material
reportable events. Continuing disclosure overall is to promote a consistent level of financial
transparency to the municipal bond market and our bond holders.
Such mandatory reporting requires access to emerging bond ratings from the three national
ratings agencies- Standard & Poor's, Moody's, and Fitch. These ratings are not information
forwarded to municipalities or the SEC, and must be posted within ten days of the rating with the
MSRB or the City is out of reporting compliance. This new reporting procedure was put in place
to increase investor confidence and rectify bond industry irregularities.
In order to ensure the City's financial bonding capacity and ratings, Urban Futures, Inc. (UFI), will
provide all continuing disclosure duties for the City's municipal and private placement financing
portfolio. UFI maintains specialized industry software for receiving immediate notification of bond
issuance rating changes providing time to respond with accurate information and post to the
MSRB on time. Purchase of the software is cost prohibitive for the continuing disclosure tasks
required by the City. Furthermore, UFI will respond to the SEC's current Municipal Continuing
Disclosure Cooperation Initiative (March 2014), and any other such efforts, to report and respond
to inquiries related to determinations of materiality related to current and prior compliance. In
addition, such ongoing continuing disclosure requires UFI to work with Finance staff in preparing
regular and specialized tables for producing each bond's appropriate annual report and any other
25J -1
Agreement with Urban Futures Inc.
September 16, 2014
Page 2
specialized documentation requested by investors with an understanding of the MSRB's
Electronic Municipal Market Access portal organization. Continuing disclosure costs are
associated with the complexity of continuing disclosure requirements per bond issuance.
STRATEGIC PLAN ALIGNMENT
Approval allows the City to meet Goal #4 City Financial Stability, Objective #2 (provide a reliable
five -year financial forecast that ensures financial stability in accordance with the strategic plan)
Strategy D (conduct an assessment of the City's debt and refinancing options to achieve
savings).
FISCAL IMPACT
Funds are budgeted in account (account no. 40419020 - 62300).
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director
Finance and Management Services Agency
1
ED
Exhibit: Agreement
25J -2
AGREEMENT FOR PROVISION OF
THIS AGREEMENT, made and entered into this 16th day of September, 2014 by and between
Urban Futures, hlc., a California corporation (hereinafter "Consultant', and the City of Santa Ana, a
charter city and municipal corporation organized and existing under the Constitution and laws of the State
of California (hereinafter "City ").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
municipal financial services relating to bond continuing disclosure requirements.
B. Consultant represents that Consultant is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this Agreement
will be performed in compliance with such standards as may reasonably be expected from a
professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms
and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform those services as set forth in the Proposal to Provide Continuing
Disclosure Services, attached hereto as Exhibit A and incorporated by this reference.
2. DELIVERY OF WORK PRODUCT - OWNERSHIP
Consultant warrants and represents that it has the absolute right to enter into and perform this
Agreement and will perform its obligations hereunder in accordance with standards and practices
prevailing in the industry. Consultant's contribution to the Project, including works to be produced by
Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third
person or party. Consultant shall deliver to City any work product which results from the services
provided. Said work product shall be submitted in hard copy and produced in a form compatible with
City's information systems, as agreed between the Project Manager and Consultant.
3. COMPENSATION
a, City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates
and charges identified in Exhibit A, The annual sum to be expended under this Agreement shall not
exceed $5,500.00 per year, and the total sum expended shall not to exceed $16,500,00 during the three (3)
year term of this Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper invoice
evidencing work performed, subject to City accounting procedures. Payment need not be made for work
which fails to meet the standards of performance set forth in the Recitals which may reasonably be
expected by City.
I
25J -3
4. TERM
This Agreement shall be for a three (3) year term, commencing on the date first written above and
terminating on September 15, 2017 unless terminated earlier in accordance with Section 13, below. The
Term of this Agreement may be extended by a writing executed by the City Manager and the City
Attorney,
5. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent
contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to
create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise
discretion or control over the professional manner in which Consultant performs the services which are
the subject matter of this Agreement; however, the services to be provided by Consultant shall be
provided in a manner consistent with all applicable standards and regulations governing such services.
Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and
similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and
shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Due to the nature of services provided, Commercial General Liability Insurance is not
required.
b. Worker's Compensation Insurance, In accordance with the provisions of Section 3300 of the
Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for
worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work
under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with
limits not less than $1,000,000 per accident.
c. Professional liability (errors and omissions) insurance, with a combined single limit of not
less than $1,000,000 per claim, and $2,000,000 in the aggregate.
d. The following requirements apply to insurance to be provided by Consultant pursuant to this
section:
(i) Consultant shall maintain all insurance required above for the entire period
covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of this
Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty (30)
days prior written notice to the City.
2
25J -4
e. If Consultant fails or refuses to produce or maintain the insurance required by this section or
fails or refuses to furnish the City with required proof that insurance has been procured and is in force and
paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such
termination shall not affect Consultant's right to be paid for its time and materials expended prior to
notification of termination. Consultant waives the right to receive compensation and agrees to indemnify
the City for any work performed prior to approval of insurance by the City.
7. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
inj m'y, including health, and claims for property damage, which may arise from the negligence,
recklessness or willful misconduct of the Consultant or its contractors, subcontractors, agents, employees,
or other persons acting on their behalf which relates to the services described in section 1 of this
Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial
or equitable relief is due by reason of the negligence, recklessness or willful misconduct of Consultant
arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs
for the defense of the City, including fees and costs for special counsel to be selected by the City,
regarding any action by a third party asserting that personal injury, damages, just compensation,
restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of,
or effects arising from this Agreement. City may make all reasonable decisions with respect to its
representation in any legal proceeding.
8. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is
reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or
disclose such information except in the performance of this Agreement, and further agrees to exercise the
same degree of care it uses to protect its own information of like importance, but in no event less than
reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
information includes not only written information, but also information transferred orally, visually,
electronically, or by other means. Confidential information disclosed to either party by any subsidiary
and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and
nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources;
(b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by
operation of law; or (e) is independently developed by the Consultant without reference to information
disclosed by the City.
9. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
10. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall
be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or
25J -5
certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner
provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M -30)
P.O. Box 1988
Santa Ana, CA 92702 -1988
Facsimile (714) 647 -6956
Copies to:
Executive Director of Finance and Management Services
City of Santa Ana
20 Civic Center Plaza (M -17)
P.O. Box 1988
Santa Ana, California 92702
Facsimile (714) 647 -5414
and
City Attorney
City of Santa Ana
20 Civic Center Plaza (M -29)
P.O. Box 1988
Santa Ana, California 92702
Facsimile (714) 647 -6515
To Consultant: Urban Futures, Inc.
3111 North Tustin, Suite 230
Orange, California 92865
Phone(714)283 -9334
Facsimile (714) 283 -5465
A party may change its address by giving notice in writing to the other party. Thereafter, any
communication shall be addressed and transmitted to the new address. If sent by mail, communication
shall be effective or deemed to have been given three (3) days after it has been deposited in the United
States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by
facsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after
the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set
forth above. For purposes of calculating these time frames, weekends, federal, state, County or City
holidays shall be excluded.
11. FXCLUSIYITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event
of a conflict between the terms of this Agreement and any attachments hereto, the terms of this
Agreement shall prevail. This Agreement may not be modified except by written instrument signed by
the City and by an authorized representative of Consultant. The parties agree that any terms or conditions
of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and
conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement
acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have
been made by any party, or anyone acting on behalf of any party, which are not embodied herein.
4
25J -6
12. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written
consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior
written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit
the City's ability to have any of the services which are the subject to this Agreement performed by City
personnel or by other consultants retained by City.
13. TERMINATION
This Agreement may be temlinated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination, subject
to the following conditions;
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the
City all work product completed as of such date, and in such case such work product shall be the property of
the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the
City deems appropriate. However, any use of unfinished work product shall be at City's sole risk,
b. Payment need not be made for work which falls to meet the standard of performance specified in
the Recitals of this Agreement.
14. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
recruitment, selection, training, utilization, promotion, termination or other employment related activities.
Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal,
state and local laws and regulations.
15. JURISDICTION - VENUE
This Agreement and all questions relating to its validity, interpretation, performance, and
enforcement shall be government and construed in accordance with the laws of the State of California.
This Agreement has been executed and delivered in the State of California and the validity, interpretation,
performance, and enforcement of any of the clauses of this Agreement shall be determined and governed
by the laws of the State of California. Both parties further agree that Orange County, California, shall be
the venue for any action or proceeding that may be brought or arise out of, in connection with or by
reason of this Agreement.
16. PROF, ESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by
the laws and regulations of the United States, the State of California, the City of Santa Ana and all other
governmental agencies. Consultant shall notify the City immediately and in writing of her inability to
obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be
cause for termination of this Agreement.
25J -7
17. MISCELLANEOUS PROVISIONS
a, Each undersigned represents and warrants that its signature hereinbelow has the power, authority
and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City
fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such
authority or power is not, in fact, held by the signatory or is withdrawn.
b. Captions and headings in this Agreement, including the title of this Agreement, are for
convenience only and are not to be considered in construing this Agreement.
c. Ali Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the
body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above
written.
ATTEST:
MARIA D. HUIZAR
Cleric of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: 22a',v2�'
Kyle C ellesen
Deputy City Attorney
RECOMMENDED FOR APPROVAL:
FRANCISCO GUTIERREZ
Executive Director — FMSA
CITY OF SANTA ANA
DAVID CAVAZOS
City Manager
URBAN FUTURES, INC.
MICHAEL P. BUSCH
Chief Executive Officer
6
25J -8
City of Santa Ana
Proposal to Provide Continuing
Disclosure Services
Prepared by:
Urban Futures, Inc.
www.urbanfuturesinc.com
Southern California Office
3111 North Tustin, Suite 230
Orange, CA 92865
Bus: (714) 283 -9334
Fax: (714) 283 -5465
Northern California Office
1470 Maria Lane, Suite 315
Walnut Creek, CA 94596
Bus: (925) 478 -7450
Fax: (925) 478 -7697
UA.0� FUTURES I Incorporated
August 7, 2014
Francisco Gutierrez
Finance Director
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
Subject: Proposal to Provide Continuing Disclosure Services
Dear Mr. Gutierrez:
UFI is submitting this proposal to provide Continuing Disclosure Services to the City of Santa Ana (the
"City'). Urban Futures is dedicated to providing exemplary service to its clients. To achieve and maintair
our standards for service, UFI, through its Public Finance Group, provides a variety of debt management
services, including Continuing Disclosure Services. UFI provides 100% dedicated staff to Continuing
Disclosure. Our understanding of the ever - changing standards for Continuing Disclosure makes our firm
the best choice to provide this service. We can ensure the City is, and remains, in full compliance with
mandatory Continuing Disclosure obligations.
Investors, underwriters, bond counsels, the Municipal Securities Rulemaking ( "MSRB "), and the U.S.
Securities and Exchange Commission ( "SEC ") demand the most current and accurate issuer information.
Our comprehensive Continuing Disclosure Services package provides updated financial information and
mandatory disclosures to municipal market participants on a regular basis. We offer a mix of services that
ensure the City is and remains in full compliance with mandatory Continuing Disclosure covenants:
• Dissemination Agent Services to ensure all disclosure documents are posted on MSRB's Electronic
Municipal Market Access ( "EMMA ") and received by Digital Assurance Certification ( "DAC ")
correctly and in a timely manner. (mandatory)
• Significant /Material Event notice preparation ensures that mandatory notice filings are prepared
and filed properly. (mandatory)
• Real -time ratings surveillance of the credit, bond, and insurer ratings ensures all notices are
drafted and posted within the required 10 business days. (mandatory)
• Continuing Disclosure Annual Reports ( "CDARs ") preparation in accordance with Continuing
Disclosure Agreements ( "CDAs "). (mandatory)
• In -house preparation of analytical tables mandatory for Continuing Disclosure provides an
unparalleled depth of understanding. (optional)
• On -call ratings protection from audits by the ratings agencies (S &P, Moody's, Fitch) are handled
by UFI with and /or on behalf of the issuer ensure credit ratings are protected. (optional)
• On- demand historical continuing disclosure compliance audits and historical disclosure updates
ensure that all past and future disclosures are compliant. (optional)
3111 North Tustin, Suite 230 1 Orange, CA 92865 1 t: 714.283.9334 1 f: 714.283.5465
1470 Maria Lane, Suite 315 1 WalnutEy5 �C.f096 I t: 925.478.7450 1 f: 925.478.7697
Enclosed please find our proposal for Continuing Disclosure Services.
Thank you for the opportunity to submit this proposal. We welcome the opportunity to work with you
and your staff. Please feel free to call me if you have any questions at (714) 283 -9334, or email me at
MichaelB @urbanfuturesinc.com.
Sincerely,
Michael P. Busch, CEO
URBAN FUTURES, INC.
cc: Ed Monaco, Associate
3111 North Tustin, Suite 230 1 Orange, CA 92865 1 t: 714.283.9334 1 f: 714.283.5465 ■
1470 Maria Lane, Suite 315 1 Walnut2 k,� Cq"96 1 t: 925.478.7450 1 f: 925.478.7697
Table of Contents
Introduction and Corporate Profile ........................ ............................... 2
Project Understanding ........................................... ............................... 2
Experience /Qualifications ...................................... ............................... 3
Personnel................................................................ ............................... 5
Continuing Disclosure References .......................... ............................... 8
FeeProposal ......................................................... ............................... 10
Current Continuing Disclosure Clients ................. ............................... 12
25J -12
Urban Futures, Inc. (UFI) is a full service municipal advisory and management consulting firm that has
served cities, counties, agencies, schools, water districts and special districts in the State of California since
1972. Over the last 40 years, Urban Futures, Inc. has broadened its base of expertise with highly skilled
and experienced professionals expanding its consulting practice to include strategic planning, financial
analysis, management consulting, and special study services. Urban Futures, Inc. is the largest solely
owned municipal financial advisor and management consulting firm in California with offices in the cities
of Orange and Walnut Creek. UFI currently serves over 140 cities, school districts, successor agencies, joint
powers and financing authorities, and enterprise districts in California with Continuing Disclosure Services.
We use the latest technology to streamline operations, thereby enabling us to provide expedient and
affordable services.
BACKGROUND: Rule 15c2 -12
In 1989 the Securities Exchange Commission (SEC) adopted Rule 15c2 -12 (the "Rule ") to improve
disclosure practices in the municipal marketplace. Amendments were subsequently made, and continue
to be made, to increase the amount of reliable information in the secondary market. These amendments
now require issuers to provide continuing disclosure throughout the life their bond issues. The Rule
mandates that a municipal securities broker cannot take possession or sell municipal securities unless
they believe that the issuer of the securities will comply with the SEC's continuing disclosure
requirements.
According to the Rule, Issuers must:
1. Annually: File disclosure and operating information with MSRB's
EMMA repository.
2. As significant events occur: Prepare and file announcements of the
events as identified in the Rule (defeasances, payment defaults,
rating changes, changes of liquidity provider, change of Trustee,
etc.).
25J -13 2
As your continuing disclosure agent, Urban Futures, Inc. can assume the lead and ensure that the City
meets its continuing disclosure obligations as a bond issuer. We use the latest technology to streamline
operations, thereby enabling us to provide expedient and cost effective services. We realize that every
client is unique, and as such, each client has different Continuing Disclosure needs. We do not merely
prepare the required reports; we follow the steps as outlined in 'Best Practices in Disclosure' and create
a custom reporting program to best meet the disclosure obligations of the issuer and to disseminate
information to the investors.
BENEFITS
Continuing Disclosure is not only required by SEC Rule 15c2 -12, but is beneficial
to issuers, investors and underwriters. Making disclosure information more
accessible helps to improve the efficiency of the municipal market and can
lower borrowing costs by improving liquidity of an issuer's bonds. The liquidity
of a security may be enhanced if it is demonstrated to potential investors that the issuer is willing to
provide reliable continuing information on a timely basis. As a result, investors are more likely to accept
a lower interest rate at the time of issuance and the issuer may benefit from substantial interest cost
savings.
FULL SERVICE FIRM
Urban Futures, Inc. is a full service firm with over 200years of combined staff experience. This experience
includes providing advisory services of over 12 billion dollars in municipal debt throughout the state of
California, and over 15 years of experience providing Continuing Disclosure services to 140 public agency
clients totaling over 475 annual disclosures. The quality of the Continuing Disclosure service that UFI
provides is a testament to the financial expertise and continuous attention to the ever - changing needs of
our clients.
25J -14 3
TECHNOLOGY
Online Publication
Effective July 1, 2009, all municipal bond issuers are required to post all Continuing Disclosure documents
with the Municipal Securities Rulemaking Board's (MSRB) central repository system named "EMMA ". The
implementation of EMMA greatly improves public access to municipal market data and Continuing
Disclosure filings, thereby improving transparency in the municipal marketplace.
Technological Expertise and the Importance of Online Disclosure
The Securities and Exchange Commission (SEC) has embraced internet disclosure for its ability to promote
transparency, liquidity, and efficiency in the capital markets. The Government Finance Off icersAssociation
(GFOA) also adopted recommended practices encouraging its members to use their websites for
disclosure purposes. The consistent and ready availability of complete and timely disclosure information
can enhance the secondary market liquidity of an issuer's bonds, making them more attractive to
investors.
Disclosure Track
Urban Futures uses a custom database to track the reporting requirements of its clients. Disclosure Track
was created with Continuing Disclosure in mind. This powerful management information system is used
to maintain all relevant data pertaining to your Continuing Disclosure Agreements, such as issue name,
issue description, issue purpose, reporting due date, events notices, trustee contact information and
issuer contact information.
DECADES OF PUBLIC FINANCE AND IN -DEPTH CONTINUING DISLCSOURE EXPERIENCE
As this proposal will demonstrate, Urban Futures has been a recognized leader in providing high quality
Continuing Disclosure Services. Although we're best known over the years for our creative financial
advisory practice, our multi - disciplinary approach makes Urban Futures a valuable member of any team
on any level.
25J -15 4
We are committed to initiating, facilitating, and maintaining open, collaborative communication with all
parties. Urban Future's approach is characterized by the following:
• CURIOSITY - Asking the right questions and engaging the right people
• CLARITY - Being proactive in identifying issues, opportunities, and solutions
• CREATIVITY - Being an advocate for comprehensive solutions and being flexible with
alternatives and choices
• CONFIDENCE- Ensuring thorough, frequent, and regular communication
Urban Futures employs 25 individuals including 13 professionals and 12 paraprofessional and support
staff. The firm has two offices, with the corporate office in the City of Orange and a Northern California
location in the City of Walnut Creek. The proposed work for this proposal will be conducted out of the
Orange office.
Our staff has served public agencies in many different capacities. We understand that each agency faces
different circumstances and we acknowledge each as an independent organization with unique goals and
objectives.
Our Public Finance Group is ableto draw on the expertise of our staff to produce excellent results. Because
of our diversity, our staff has been called upon to advise public agencies in many different capacities. We
believe our proposed staff, which includes a former municipal CFO and dedicated disclosure staff has the
best qualifications to serve the City.
Our team will work hard to meet the needs of the City. Given the nature of this engagement, UFI proposes
to assemble a project team based on the City's needs. Michael Busch will provide overall direction and
expert guidance for the engagement. The professionals we are offering to manage the City's day -to -day
disclosure services are Ed Monaco and Russell Sager.
25J -16 5
BACKGROUND AND EXPERIENCE OF KEY INDIVIDUALS
MICHAEL P. BUSCH, CEO
Mr. Busch joined Urban Futures following a successful career in municipal government. Mr. Busch's
municipal career consisted primarily of assistant /deputy city manager, CFO, and project manager
positions. As such, he has extensive experience in strategic planning and municipal finance. Mr. Busch
has served as the President of the Municipal Management Association of Southern California (MMASC),
Chair of Cal -ICMA and currently serves as the Treasurer for the California Utility Executives Management
Association.
Education: Mr. Busch earned a Bachelor of Arts Degree from California State Polytechnic University
Pomona in Urban and Regional Planning. In addition, Mr. Busch has earned a Master of Arts Degree in
Public Administration from California State University Long Beach with an emphasis in public finance and
public works.
ED MONACO, Associate — Public Finance
Mr. Monaco's duties consist of research, analysis, and administration for the Finance Department. He
heads the Finance Department's Continuing Disclosure Division where he is in charge of daily operations
as well as the preparation of Issuer's Annual Continuing Disclosure Reports. Mr. Monaco's other
contributions include Fiscal Consultant Reports, Tax Increment Projections, bond issuance and refunding
scenarios using DBC Financial software, and presentations to Ratings Agencies (S &P, Moody's, Fitch) for
initial bond ratings and ratings updates.
Education: Mr. Monaco is a graduate of California State University, Fullerton where he earned his
Bachelor of Arts degree in Business Administration, with an emphasis in Finance.
25J -17 6
RUSSELL SAGER, Analyst — Public Finance
Mr. Sager's duties consist of research and analysis for the Finance Department's Continuing Disclosure
Division. He assists with the daily operations as well as the preparation of Issuer's Annual Continuing
Disclosure Reports and analytical tables.
Education: Mr. Sager is a graduate of California State University, Fresno where he earned his Bachelor of
Arts degree in Economics.
25J -18
Sail Brriiari iho
Financial Advisory
In early June 2012, UFI was engaged by the City of San Bernardino to provide financial advisory and
continuing disclosure services as the City progresses through chapter 9 bankruptcy. As part of our services,
UFI is responsible for the day -to -day reporting of financial information to all creditors, rating agencies,
bond holders, trustees and bond insurers. Due to the City's bankruptcy filing, the City sought out a firm
with the expertise and depth to manage the complex nature of its disclosures.
Continuing Disclosure
Currently, UFI is providing Continuing Disclosure Services for 12 bond issues for the City of San Bernardino
and associated municipal entities. A listing of these bonds can be found in the table below. In addition to
producing and posting Continuing Disclosure Annual Reports, UFI is also producing and filing material
events notices resulting from the City's chapter 9 bankruptcy filing, draws on Debt Service Reserve
Accounts, and ratings changes.
San Bernardino Joint Powers Financing Authority $16,320,000 Lease Revenue Refunding Bonds
San Bernardino Joint Powers Financing Authority $19,000,000 Tax Allocation Refunding Bonds
San Bernardino Joint Powers Financing Authority $8,590,000 Subordinate Tax Allocation Refunding Bonds
San Bernardino Joint Powers Financing Authority $10,370,000 Public Facilities Lease Revenue Refunding Bonds
San Bernardino Joint Powers Financing Authority $15,480,000 Refunding Certificates of Participation
San Bernardino Joint Powers Financing Authority $30,330,000 Tax Allocation Refunding Bonds
San Bernardino Joint Powers Financing Authority $3,635,000 Tax Allocation Bonds
San Bernardino Joint Powers Financing Authority $55,800,000 Tax Allocation Revenue Refunding Bonds
San Bernardino Joint Powers Financing Authority $21,105,000 Tax Allocation Revenue Refunding Bonds
San Bernardino Joint Powers Financing Authority $28,665,000 Tax Allocation Bonds
San Bernardino Joint Powers Financing Authority $7,065,000 Tax Allocation Bonds
San Bernardino Joint Powers Financing Authority $3,220,000 Tax Allocation Bonds
Contact Name David Cain, Finance Director
Phone (909) 384 -5242
25J -19
Series 1996
Series 1998A
Series 1998B
1997 Series A
1999
2002
Series 2002A
Series 2005A
Series 2005B
Taxable Series 2006
Series 2010A
Series 2010B
H
AI �
-cat
Continuing Disclosure
Currently, UFI is providing Continuing Disclosure Services for 20 bond issues for the City of Pomona and
associated municipal entities. A listing of these bonds can be found in the table below. In addition to
producing and posting Continuing Disclosure Annual Reports, UFI is also producing and filing material
events notices resulting from ratings changes.
Pomona Public Financing Authority
$52,335,000
Refunding Revenue Bonds
1998 Series W
Redevelopment Agency Of The City Of Pomona
$5,055,000
Tax Allocation Refunding Bonds
1998 Series X
Redevelopment Agency Of The City Of Pomona
$8,980,000
Tax Allocation Refunding Bonds
1998 Series Y
Pomona Public Financing Authority
$39,165,000
Revenue Bonds
2001 Series AD
Pomona Public Financing Authority
$15,205,000
Refunding Revenue Bonds
2002 Series AF
City Of Pomona
$13,985,000
Certificates of Participation
2003 Series AG
Pomona Public Financing Authority
$46,650,000
Revenue Bonds
2003 Series AH
Pomona Public Financing Authority
$19,910,000
Lease Revenue Bonds
2005 Series AN
Pomona Public Financing Authority
$4,385,000
Taxable Lease Revenue Bonds
2005 Series AP
Pomona Public Financing Authority
$10,065,000
Taxable Housing Revenue Bonds
2005 Series AQ
City Of Pomona
$42,280,684
Pension Obligation Refunding Bonds
2006 Series AR
Pomona Public Financing Authority
$26,305,000
Revenue Bonds
2006 Series AS
Pomona Public Financing Authority
$8,355,000
Taxable Revenue Bonds
2006 Series AT
Pomona Public Financing Authority
$2,540,000
Lease Revenue Bonds
2006 Series AU
Pomona Public Financing Authority
$10,790,000
Taxable Lease Revenue Bonds
2006 Series AV
Pomona Public Financing Authority
$25,865,000
Subordinate Revenue Bonds
2006 Series AX
Pomona Public Financing Authority
$8,375,000
Subordinate Revenue Bonds
2007 Series AW
Pomona Public Financing Authority
$99,370,000
Revenue Bonds
2007 Series AY
Pomona Public Financing Authority
$6,930,000
Taxable Revenue Refunding Bonds
2007 Series AZ
Pomona Public Financing Authority
$15,575,000
Revenue Bonds
2007 Series BA
Contact Name Linda Poliakon, Senior Accountant
Phone (909) 620 -2093
25J -20 9
UFI is proposing to supply the City with on -going Continuing Disclosure Services which would satisfy all
disclosure requirements from today's date forward for all outstanding obligations. Our proposed annual
fee is $5,500. Detailed below is a breakdown of all fees:
Act as Dissemination Agent for Continuing Disclosure Documents .............. .......................Included in annual fee
Preparation of Annual Report(s) .......................................... ............................... .......................Included in annual fee
Preparation of Tables Contained in Annual Reports ......... ............................... .......................Included in annual fee
Real -time Ratings Monitoring & Notice Preparation ........ ............................... .......................Included in annual fee
*Additional hourly rates apply to on- request work
Fees for bond issues as stated below (annual fee per issue to satisfy all requirements):
Bond Issue
Annual Fee
$20,110,000
Santa Ana Financing Authority
Water Revenue Refunding Bonds, Series 2004 & Series 2014
$750
$20,945,000
Community Redevelopment Agency of the City of Santa Ana
Tax Allocation Bonds, Series 2003A
$725
$34,145,000
Community Redevelopment Agency of the City of Santa Ana
Tax Allocation Refunding Bonds, Series 2003B
$725
$66,790,000
Community Redevelopment Agency of the City of Santa Ana
Tax Allocation Bonds(Merged Project Area), 2011 Series A
$1,550
City of Santa Ana
2014 Private Placement Public Facilities
$600
$16,985,000
City of Santa Ana
Refunding Certificates of Participation 2003 Series A
$600
$68,010,000
City of Santa Ana
Gas Tax Revenue Certificates of Participation. Series 2007
$600
Total Annual Fee $5,500
Continuing Disclosure Services for additional bonds can be arranged on an as needed basis
25J -21 10
Additional Work (On- "e
*Hourly Fees proposed as below
CEO /President
$245
Managing Principal
$225
Principal
$195
Associate
$175
Analyst
$150
Assistant/Clerical
$50
No additional cost, if supplemental information /tables are supplied by the City. If
Supplemental Reports supplemental information /tables areto besupplied by UFI: $125 per hour, notto
exceed amount can be provided when work is requested. Expenses, if applicable, are
paid by the City.
No additional cost, if amendment information /tables are suppl ied by the City. If
Amended Reports amendment information /tables are to be supplied by UFI: $125 per hour, not to
exceed amount can be provided when work is requested. Expenses, if applicable, are
paid by the City.
Urban Futures, Inc. provides real -time monitoring of all bond ratings. This service is
included in each bond's annual fee. Notification to the City of all ratings changes is
guaranteed to be made prior to the MSRB's "10 Business Day" rule. UFI will draft and
post to EM MA on the City's behalf any two material event notices per bond issue free
Notice of Material Events of charge each year. A charge of $125 per material event for drafting and posting is
incurred thereafter. If one material event affects more tha n one bond issue, the fee
will only be $125 total, regardless of number of notices drafted /posted. In the case
of a draw on Debt Service Reserves, UFI will contact the Trustee on the City's behalf
in order to draft and postthe necessary material event notice.
25J -22 11
Cities /Authorities /RDA Successor
School Districts
Agencies /Districts
➢
Klamath Trinity Joint Unified
➢
El Monte Union High
School District
➢
Adelanto
➢
Anderson Union High School
➢
Loma Prieta Joint Union
➢
Anderson
District
Elementary School District
➢
Artesia
➢
Arcata Elementary School
➢
Magnolia School District
➢
Arvin
District
➢
Mendota Unified School
➢
Auburn
➢
Baker Valley Unified School
District
➢
Azusa
District
➢
Morongo Unified School
➢
Barstow
➢
Benicia Unified School
District
➢
Banning
District
➢
Mt. Diablo Unified School
➢
Beverly Hills
➢
Bennett Valley Union School
Distort
➢
Brawley
District
➢
Mt. Diablo Unified School
➢
Calexico
➢
Bradley Union Elementary
District, Community
➢
California State
School District
Facilities District No. 1
Communities Development
➢
Bawley Elementary School
➢
Northern Humboldt Union
Authority
District
High School District
➢
Calimesa
➢
Buellton Union School
➢
Ojai Unified School District
➢
Calipatria
District
➢
Old Adobe Union School
➢
Ceres
➢
Cabrillo Unified School
District
➢
Cerritos
District
➢
Orland Joint Unified School
➢
Claremont
➢
Chico Unified School District
District
➢
Cloverdale
➢
Cloverdale Unified School
➢
Pierce Joint Unified School
➢
Coachella
District
District
➢
Coalinga
➢
Coalinga -Huron Joint Unified
➢
Red Bluff Joint Union High
➢
Commerce
School District
School District
➢
Corcoran
➢
Cotati- Rohnert Park Unified
➢
Redondo Beach Unified
➢
Desert Hot Springs
School District
School District
➢
Dinuba
➢
Delano Joint Union High
➢
Rio Elementary School
➢
Flllmore
School District
District
➢
Gonzales
➢
Elementary Schools Facilities
➢
Roseland School District
➢
Grand Terrace
Improvement District No. l
➢
Santaynez Valley High
➢
Greenfield
ofthe Gridley Unified School
School District
➢
Hanford
District
➢
School Facilities
➢
Hawaiian Gardens
➢
Elk Hills Elementary School
Improvement District No.l
➢
Healdsburg
District
ofthe Healdsburg Unified
➢
Highland
➢
Enterprise Elementary School
School District
➢
Hughson
District
➢
Sebastopol Union School
➢
Huntington Park
➢
Forestville Union School
District
➢
Imperial
District
➢
Sands Elementary School
➢
King City
➢
Fortuna Elementary School
District
➢
La Habra
District
➢
Sonora Elementary School
➢
La Puente
➢
Fortuna Elementary School
District
➢
Lancaster
District (formerly Fortuna
➢
Surma Union High School
➢
Lawndale
Union Elementary School
District
➢
Lemon Grove
District)
➢
Southern Humboldt Unified
➢
Lindsay
➢
Fortuna Elementary School
School District
➢
Manteca
District (formerly Rohnerville
➢
Southern Trinity Joint Unified
➢
March Air Force Base
School District)
School District
➢
Maywood
➢
Garvey School District
➢
Summerville Union High
➢
Moorpark
➢
Gateway Unified School
School District
➢
National City
District
➢
Taft City Elementary School
➢
Parker
➢
Greenfield Union School
District
➢
Pomona
District
➢
Terra Bella Union School
➢
Ripon
➢
Guerneville Elementary
District
➢
Rosemead
School District
➢
Wasco Union High School
➢
Seaside
➢
Happy Valley Union
District
➢
Solana Beach
Elementary School District
➢
Wasro Union School District
➢
Soledad
➢
Healdsburg Unified School
➢
West Sonoma County Union
➢
South El Monte
District
High School District
➢
South Pasadena
➢
Hueneme Elementary School
➢
Whittier City School District
➢
Stanislaus -Ceres RDA
District
➢
Whittier City School District
➢
Tehachapi
➢
Humboldt County Offire of
➢
Willits Unified School District
➢
Temple City
Education
➢
Wright Elementary School
➢
Upland
➢
Inglewood Unified School
District
➢
Westmorland
District
➢
Winters
➢
Kentfield School District
25J -23 12
25J -24 12