`SUFI
Financial Solutions
• Technical Competence: Providing our clients with responsive and high -quality analytical services is central to our corporate mission. Our advisors have extensive financial modeling and credit analysis experience directly related to the types of debt issued by the City. In addition, UFI has extensive experience advocating for our clients through preparing best -in -class rating presentations. Our priority is to help the City execute future financings at the lowest possible cost while maintaining its strong credit position.
Working with the City is very important to us. UFI is committed to dedicating as much of the firm's resources to the City as is necessary, and to completing assignments in a comprehensive and timely fashion. We have read and will comply with all the terms and conditions of the RFP. Further, UFI complies with nondiscrimination requirements of the State and Federal Government. Thank you very much for your consideration.
Sincerely,
Michael Busch, Chief Strategy Officer
Office: (714) 923-3541
E-mail: [email protected]
1470 Maria Creek Lane
Walnut Creek, CA 94596
SUFI
Branden Kfoury, Director
Office: (714) 923-3560
Email: [email protected]
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City of Beaumont
Proposal for Financial Advisory Services June 13, 2025
B. Introduction
Firms must provide the following information regarding the organization:
Name
Street Address
City, State, Zip Code
Corporate Structure
State/Country of Incorporation
Website
Contact Information
In addition, please include the size of the firm, the size of the firm's governmental consulting staff, and the location of the office from which the work on this engagement will be performed.
Urban Futures, Inc. (UFI) is registered as an Independent Registered Municipal Advisor (IRMA) with the Municipal Securities Rulemaking Board (MSRB) and the Securities and Exchange Commission (SEC). UFI is structured as a C -Corporation and is headquartered in Walnut Creek, California.
Our firm has 22 employees, 18 of whom are Series -50 licensed municipal advisors, including 7 remote employees based in Southern California. Our firm is 100% focused on providing services to California public agencies. For the scope of services outlined in the RFP, Michael Busch and Branden Kfoury from our Public Finance Group will serve as the core day-to-day municipal advisory team for the City. Mr. Busch has served the City continuously since 2015, and Mr. Kfoury has worked on the City's account since joining the firm in 2019. Provided below is contact information for the firm and principal contacts:
Primary Contacts:
Michael Busch, Chief Strategy Officer
Office: (714) 923-3541
E-mail: [email protected]
Branden Kfoury, Director
Office: (714) 923-3560
E-mail: [email protected]
C. Firm Qualifications
Urban Futures, Inc.
✓ 53 years in business
✓ 18 registered MAs
✓ 100% focus on California public
agencies
✓ #1 ranked CA firm since 2017*
1470 Maria Creek Lane I Walnut Creek, CA 94596
https://www.urbanfuturesinc.com/
*Source: SDC Platinum, Equal to each manager
1. Detail the scope of services your firm offers and the years of continuous performance in each Required Service.
Provide enough description of experience to indicate the firm's qualifications in a given service.
Since 1972, UFI has provided municipal advisory services to hundreds of California cities, special districts, redevelopment agencies, counties, schools, community colleges, and non -profits. UFI combines a top -ranked municipal advisory practice with a financial consulting practice that has decades of public finance and executive - level government experience.
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City of Beaumont
Proposal for Financial Advisory Services
June 13, 2025
MUNICIPAL ADVISORY SERVICES FOR BOND FINANCINGS
UFI has continuously provided municipal advisory services for 53 years to hundreds of California public agency clients, closing thousands of transactions. Every financing undertaken by UFI begins with proper planning and extensive due diligence and ends with ongoing monitoring and administration. We are able to tailor our approach to fit the City's needs on each and every engagement. The scope of municipal advisory services we offer on transactions is built on three core phases, as summarized below.
1. Preliminary Analysis/
Recommendation
2. Assemble the
Finance Team and
Manage the Financing
Process
3. Pricing and Closing
Execution
Activity 1: Preliminary Analysis/Recommendation
In order to formulate effective and pragmatic recommendations, UFI takes the time to perform extensive due diligence, research, and preliminary analyses in order to understand the goals and priorities of our clients, as well as the economic and political challenges and opportunities our clients face in achieving those goals. Activity 1 involves a complete assessment of the client's needs and financial constraints. Where appropriate and requested by the client, this preliminary work may include preparation of a detailed finance plan for the capital project(s) involved in the financing (see below for details). During this period, UFI staff performs the following tasks:
• Schedule meetings or calls with staff to request all necessary data and discuss the needs and goals of the City.
• Undertake a funding analysis for the identified capital project(s) and prepare a finance plan. • Identify and assist with strategies to mitigate risks of large public facilities projects. • Analyze existing outstanding debt to determine parity test requirements, feasibility of refunding certain outstanding series of Bonds, and debt affordability.
• Review City policies, including reserve policies, and Local Goals and Policies for land secured financings. • Review pension liabilities and existing policies.
• Assist with comprehensive credit analysis to determine the anticipated rating, preferred structure, and interest rate scale for the Bonds.
• Prepare a summary of cost of issuance
• Independently structure the financing and present results to the City.
Activity 2: Assemble the Finance Team and Manage the Financing Process After an evaluation of financing options/alternatives, should it be determined that financing targets will be met through a bond issuance, UFI will begin work on the financing schedule and the implementation of the agreed upon financing strategy. UFI's scope of work during Activity 2 includes, but is not limited to, the following tasks:
• Assist in the selection of additional service providers, including, but not limited to, underwriter, bond counsel, disclosure counsel, appraiser, or trustee.
• Call, arrange, and lead working group meetings as appropriate. • Develop the financing timetable.
• Monitor financing process and coordinate all activities of the financing team. • Review all legal and financing documents on behalf of the City. • Provide support to the City relating to financing documents, including preparation of staff reports and presentations.
• Compute Sizing and Structure of Debt Issue and verify cash flows from underwriters. • Plan and Coordinate Presentations to Ratings Agencies • Monitor market conditions to advise on timing of bond offering.
UFI
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City of Beaumont
Proposal for Financial Advisory Services
June 13, 2025
Activity 3: Pricing and Closing Execution
UFI offers extensive expertise in the pricing and marketing of municipal securities. Our team includes former public finance investment bankers with direct experience underwriting and distributing municipal bonds, allowing us to provide informed and strategic guidance throughout the pricing process. Generally, our approach is to recommend that the underwriter employ an aggressive pricing strategy (aiming for approximately 2 times oversubscription) to achieve the best possible pricing for our clients. We will work to ensure the best possible result for the City, without risk of diminishing investor participation, and provide post issuance analysis. UFI's scope of work during Activity 3 includes, but is not limited to, the following tasks:
• Monitor and track comparable transactions
• Analyze alternative couponing and optional redemption strategies • Evaluate use of bond insurance
• In a competitive sale, prepare and market bid documents, advise on timing of sale and evaluate bids • Assist with negotiated sale, including advice regarding retail order periods and institutional marketing, analysis of comparable bonds and secondary market data, verify cash flow calculations, and serve as Pricing Advisor
• Prepare and coordinate bond closings
GENERAL SERVICES
UFI is committed to supporting the City of Beaumont not only during active financings, but on a continuous basis.
Our goal is to serve as a long-term partner to the City and act as a strategic advisor across a broad range of financial topics. In addition to transaction -based work, UFI offers both municipal advisory and non -municipal advisory services through our three core divisions. These services include, but are not limited to, the following:
• Monitor the City's debt portfolio and advise on refunding and other opportunities that would benefit the City
• Serve as a resource on outstanding debt obligations, offering real-time support to staff on reporting, compliance, and structuring questions
• Evaluate new money financing options, including comparative analyses of various debt instruments, terms, and repayment structures
• Prepare capital funding analyses, including financing options as well as options that do not include the sale of debt
• Assist in the selection and evaluation of financing team professionals, including underwriters, trustees, appraisers, and others. Support includes preparing and administering RFPs, reviewing proposals, and advising on team composition
• Support the formation of CFDs and related special district financing mechanisms to fund new development or infrastructure
• Advise the City on economic development opportunities • Provide analysis related to:
o Pension liabilities
o Financial forecasting
o Tax and revenues
o Capital funding
o Fiscal strategies
• Project delivery analysis and assistance
• Assist with financial policy development
POST ISSUANCE COMPLIANCE SERVICES
Since 2018, we have provided post -issuance compliance and continuing disclosure services for the City's wastewater revenue bonds. UFI provides clients with a full suite services, tailored to the reporting requirements of each covered security, debt, loan, or other outstanding obligation. We have been providing these services since 1994, when the reporting requirements were first mandated. To ensure we deliver accurate and timely services, UFI has developed GrfUFI
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City of Beaumont
Proposal for Financial Advisory Services June 13, 2025
a proprietary, in-house database and tracking system. The details of our client's issuances and debt obligations are entered into the database (applicable disclosure requirements, filings, deadlines, etc.) enabling us to work closely with clients to keep them in compliance. Our proposed continuing disclosure and post -issuance compliance services include the following:
• Annual Disclosure Reporting: UFI will annually prepare and post the required Continuing Disclosure Annual Report (CDAR) on the MSRB's Electronic Municipal Market Access (EMMA) data portal. Each year we will send a request for client -provided information and financial documents, assemble required third -party data, update the corresponding analytical tables, and review the documents necessary to ensure the report complies with the requirements and deadlines of the applicable Continuing Disclosure Certificate or Agreement. We will provide the City a copy of the disclosure report to review before filing. After filing the disclosure report and associated financial documents on EMMA, we will transmit a copy of the report and the electronic posting confirmation to the City.
• Material Event Filings: For Listed Events in the applicable Continuing Disclosure Certificate or Agreement, UFI will prepare and post the requisite Material Event Notice on the EMMA data portal. To ensure notice of material events are posted in a timely manner, we work closely with trustees and clients to receive updated information, monitor Bloomberg's market data for various event alerts, and stay up-to-date on any changes in SEC/MSRB regulations. Please note, the City is required to timely report to UFI the occurrence of Listed Events of which the City is made aware. • Annual CDIAC Filings: For all debt obligations issued after January 21, 2017, and for pre -2017 debt obligations that used a Marks -Roos financing authority, UFI will annually assemble the required data and file the Annual Debt Transparency Reports and/or Marks -Roos Yearly Fiscal Status Reports with the California Debt and Investment Advisory Commission (CDIAC). If required, we will request through the City information from the trustee on bond fund balances. We have developed expertise on the reporting requirements and tracking of affiliated filings using CDIAC's online reporting system.
CLIENT SERVICE PHILOSOPHY
We are committed to upholding the highest standards of integrity, professionalism, and transparency in every aspect of our work. Our philosophy centers on a client -focused approach that prioritizes the long-term fiscal health of the cities we serve. We understand the critical role our advisory services play in helping cities execute their financing objectives, and we approach each project with the utmost responsibility and care.
As your municipal advisor, UFI will serve in a fiduciary capacity —providing objective, unbiased advice based solely on the City's best interests. We actively seek to avoid conflicts of interest, ensure that all relevant information is shared openly, and hold ourselves accountable for the outcomes of our work. Our municipal advisors undergo annual compliance training to ensure we are well -versed in best practices and current regulatory requirements. In our53 years of providing municipal advisory services, successfully closing thousands of transactions with hundreds of California public agency clients, UFI has never been subject to litigation by one of its clients or subject to an audit finding by the SEC or MSRB. The trust we have built over five decades of honorable service has provided many of our staff with opportunities to serve in leadership roles of several professional associations, non-profit boards and we remain the go -to firm for clients with the greatest need for strong financial advisory services and transactional leadership.
We are driven by our passion for making a positive impact in California local communities, and it is rewarding to play a supporting role in serving the essential missions of our clients and finance critical infrastructure. We deliver results by taking a deep dive into the complexity of financial challenges and opportunities cities face, developing innovative strategies that are rooted in data -driven analysis, and providing value-added analysis across multiple scenarios. While we respect legacy practices, we never take a "that's how it's always been done" viewpoint, since we consider every transaction as an opportunity to improve on legal and financing terms that, in turn, strengthen the fiscal sustainability of our clients.
Gr�UFI
4
City of Beaumont
Proposal for Financial Advisory Services June 13, 2025
2. How is the firm organized and how will its resources be put to work for the City? Provide a general description of the firm along with an explanation of how the different areas and strengths of the firm could be beneficial in a financial advisory role with the City.
Our firm is intentionally structured to support cities like Beaumont —not just during bond issuance, but throughout the full spectrum of financial decision -making. We provide services through our three core divisions: Public Finance, Public Management and Analytics and Compliance, described below:
Public Finance Group ("PFG") provides municipal advisory services, debt analysis, financing plans, and access to capital markets for various transaction types, including Community Facility Districts, Enterprise Revenue Bonds, General Obligation Bonds, Tax Increment financings, Real Property Leases, Equipment Leases, and Pension Obligation Bonds, as well as Public Private Partnerships (P3), and Enhanced Infrastructure Financing Districts (EIFDs).
We help staff evaluate and implement various financing options for priority projects (including bonds, revolving lines of credit, and State and Federal loan programs) and refinancing opportunities. This group includes Isom Advisors, a division of UFI, that specializes in education financing.
Public Management Group' ("PMG") provides in-depth and insightful analysis of our client's financial history and current position, revenue and expense structures, long-term liabilities and risks, and fiscal outlook through the use of custom financial models, long-term forecasts, and fiscal assessment tools that integrate a wide variety of econometric, financial and demographic data with key metrics, benchmarks and best practices. More importantly, the diversity and experience of our PMG team enables UFI to transform the financial data and analysis into actionable management information, reports and plans that provide specific recommendations, and strategies supported by the analytics that help our clients achieve their goals and objectives.
Analytics and Compliance Group' provides services related to post -issuance compliance, including continuing disclosure, arbitrage rebate, and CDIAC reporting compliance. UFI has been providing continuing disclosure services since 1994, when the reporting requirements were first mandated. We currently serve over 200 California cities, enterprise districts, successor agencies, joint powers and financing authorities, school districts, and charter schools.
Resources Dedicated to the City
For the scope of services outlined in the RFP, UFI will assign a dedicated team of senior professionals from our Public Finance Group to provide municipal advisory services to the City. Our lead municipal advisors will serve as the City's primary point of contact. We will provide strategic guidance on capital improvement planning, debt management, financial policy development, evaluation of financing alternatives, analysis of debt structures, and other assignments as requested.
As needed, additional resources from our Public Management Group and Analytics and Compliance Group will be deployed to support the City's broader fiscal and operational needs. Our Public Management team assists clients in developing long-range financial and capital planning models. The City could utilize these tools to assess the affordability of planned capital projects, evaluate the viability of a sales tax measure, and prepare multi -year budget scenarios to support strategic decision -making. Further, our Analytics and Compliance Group stays current on SEC and MSRB regulations and can help the City meet disclosure obligations and adhere to best practices.
UFI has the depth of experience and staff capacity to continue delivering responsive, high -quality service across all areas of engagement. We remain committed to supporting the City with forward -looking, dependable, and high - quality advisory services as it navigates both current initiatives and future challenges.
3. What changes have taken place within your firm's Public Financing Department over the past six months and what changes does your firm foresee in its structure and staffing over the next twelve months that may have even an indirect effect on your firm's ability to service the City of Beaumont? 2 Non -Municipal Advisory Service
�UFI
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City of Beaumont
Proposal for Financial Advisory Services June 13, 2025
There have been no changes within the firm's Public Finance Group over the past six months. We do not anticipate any changes in structure or staffing over the next twelve months that may have any impact on our ability to serve the City.
4. Provide a description of the support capabilities your firm would provide in the areas of training, research and publications, and computer resources.
UFI is committed to enhancing the City's internal capacity through training, access to research, and advanced analytical tools.
Training and Professional Development
UFI regularly provides customized training sessions for City staff and City Councils to promote understanding of public finance topics. We tailor training sessions to the City's audience, whether finance staff, or elected officials.
Training can be delivered in -person or virtually and may cover:
• Fundamentals of municipal debt issuance and management • Capital planning and alternative project delivery methods • Overview of Community Facilities District (CFD) financing and compliance • Pension and OPEB funding strategies
• Best practices in continuing disclosure and post -issuance compliance Research and Public Finance Trends
UFI maintains up-to-date expertise in municipal finance trends, legislative developments, and credit rating agency methodologies. We have a strong track record of advocating on behalf of our clients and ensuring they remain informed about public finance innovations, interest rate movements, and emerging State and Federal programs.
Our team actively participates in key industry forums, including the California Society of Municipal Finance Officers (CSMFO), the California Municipal Treasurers Association (CMTA), and the League of California Cities, allowing us to stay at the forefront of best practices and policy changes. We regularly translate these insights into actionable strategies for our clients, enabling our clients to make informed, forward -looking financial decisions in a dynamic regulatory and economic environment.
Computer Resources and Analytical Tools
UFI leverages a comprehensive suite of proprietary and commercial tools to deliver advanced analysis, forecasting, and compliance services. We subscribe to leading information systems such as Urbics tax roll analytics, Bloomberg, TM3, and publications such as BondBuyer, ensuring our team remains well-informed on market developments, legislative changes, and financing trends.
In addition, UFI deploys in-house tools designed to provide meaningful, actionable insights. A key example is the work of our Public Management Group, which specializes in constructing 10 -year general fund forecast models.
These models incorporate macroeconomic variables, revenue trends, expenditure assumptions, and scenario -based stress testing. This modeling process is collaborative and iterative —typically involving several working sessions with City staff to align assumptions and tailor the model to each client's unique fiscal environment. Once completed, the model can be transferred to City staff, along with training to ensure its ongoing use and refinement. We have successfully implemented this approach with numerous California cities.
5. Provide any additional information about your firm which would be informative, such as legislative or lobbying experience, etc.
As previously noted, UFI brings together a multidisciplinary team of municipal advisors and consultants with deep, real -world experience. Our professionals include a former city finance director/assistant city manager, special district general counsel, public finance investment bankers, and a former rating agency analyst. This unique combination r UFI
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City of Beaumont
Proposal for Financial Advisory Services June 13, 2025
enables UFI to deliver informed, practical, and comprehensive advice that goes well beyond bond structuring. Having worked within municipal organizations ourselves, we recognize the operational, policy, and political pressures that affect decision -making. Our firm is intentionally structured to bring that perspective to every engagement.
While UFI does not engage in direct lobbying, we maintain a strong awareness of legislative and regulatory developments at both the State and Federal levels. Our team regularly monitors proposed legislation that may impact public finance tools, including CFDs, Assessment Districts, pension and OPEB funding strategies, and disclosure and compliance requirements. When appropriate, we advocate for policies and practices that support fiscal sustainability and transparency for local agencies.
6. Provide a copy of the firm's most recent annual report.
A copy of UFI's Form MA -Annual Amendment for the period ending June 30, 2024 is enclosed in Appendix D.
7. Disclosure of any finder's fees, fee splitting, payments to consultants or other contractual arrangements of the firm that could present a real or perceived conflict of interest.
UFI does not have any finder's fees, fee splitting, payments to consultants or other contractual arrangements that could present a real or perceived conflict of interest.
8. Disclosure of any pending investigation of the firm or enforcement or disciplinary actions taken within the past three years by the SEC, FINRA, MSRB, or other regulatory bodies.
UFI has not had any legal events or disciplinary actions over the last three years or through its history. This is reflected on its Form MA and Form MA -I, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. The City may electronically access our firm's most recent Form MA and each most recent Form MA -I filed with the Commission at the following website: www.sec.gov/edgar/searchedgar/companysearch.html .
There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA -I filed with the SEC.
D. Firm Experience
1. Provide a listing of all the California clients your firm has served in the municipal bond area during the last two years and indicate those that are currently under contract. Indicate whether the bond issues were competitive, negotiated or a combination thereof, and also include the size of the issues.
We have attached in Appendix B a listing of all transactions completed for the two-year period beginning May 1, 2023.
UFI is currently under contract with all City and special district clients included on this list.
2. Indicate the number of sales and amounts, if any, of California municipal securities handled by your firm as a financial advisor. Describe how your firm is organized, within and outside California, to provide service to California municipal clients. Describe the experience of your firm in pricing California issues, and include the size of the issues. 7
City of Beaumont
Proposal for Financial Advisory Services
June 13, 2025
UFI is among the most active municipal advisory firms in California.
Since 2020, we have completed 627 municipal advisory transactions — more than any other firm in the State, as shown in the table to the right. Over that same period, we have served as municipal advisor to hundreds of public agencies and currently maintain active advisory relationships with 47 cities and special districts across California.
As noted previously, UFI is a California based firm with 100% focus on Source: SDC Platinum (Thomson Reuters) providing services to California public agencies. For a discussion on the firm's organization please see response above in Section C. - Firm Qualifications.
Top Municipal Advisors for CA Municipal Bonds
(January 1, 2020 - Present)
Rank
Firm
No. of
Issues
1 Urban Futures Inc
2 Fieldman Rolapp & Associates
3 KNN Public Finance
4 PFM Financial Advisors LLC
5 Public Resources Advisory Group
627
479
364
290
206
Our advisory team has deep experience with all the financing structures previously used by the City of Beaumont, including CFD special tax bonds, Marks -Roos pooled financings, and wastewater revenue bonds. Furthermore, we have extensive experience advising on general fund obligations, including lease revenue bonds. This deep level of activity provides us with up-to-date insight into market trends, challenges, and opportunities —insight that we believe significantly enhances the services we offer to cities like Beaumont.
Our Experience with the City and in the Region
UFI was engaged by the City in the wake of officials
discovering financial mismanagement and fraud that
masked a multimillion -dollar structural operating
deficit. Less than two years after emerging from the
SEC investigation, UFI was engaged by the City to serve as financial advisor on a $100M CFD refinancing and its first rated bond transaction for the 2018 Wastewater
Revenue Bonds. Since 2018, we are honored to have
served as the City's municipal advisor on over $337
million of transactions, including the upcoming
refunding transactions expected to price later this
month. Our transaction work with the City during this
time has spanned a multitude of credits, ranging from
new money non -rated CFDs for 93-1 and Sundance to
larger transactions for the City's wastewater utility and tax-exempt and taxable pooled CFD refundings.
In addition to our work with the City, we are very
active in the surrounding areas. Within Riverside
County alone, the firm has executed over $750 million
in financing transactions since 2018. UFI has a deep
understanding of the regional economic landscape, developed through our role as municipal advisor to numerous neighboring jurisdictions, including the Cities of Menifee, Lake Elsinore, Eastvale, Coachella, and Desert Hot Springs, among others, as shown on the map below. In neighboring San Bernardino County, UFI works closely with the Cities of Ontario and Chino, assisting with CFD formations and financings. Our local experience directly informs our approach, enabling us to deliver tailored, value-added solutions that reflect each city's unique priorities and fiscal landscape.
UFI's Experience with the City of Beaumont (Jan 2018- Present) Bond Issue
Sale Date Par Amount
2025 Wastewater Refunding Bonds
2025 CFD 93-1 Pooled Refunding
CFD No 2016-3 (Sundance)
CFD 93-1 IA 17D
CFD No 2016-3 (Sundance)
CFD93-1 Pooled IA Taxable Ref.
CFD No 2019-1
CFD 93-1 Pooled IA Taxable Ref.
CFD No 93-1 IA No 8F
CFD No 2016-4
CFD 93-1 Pooled IA Ref.
CFD No 2016-2 (Sundance)
CFD No 2016-1 (Fairway Canyon)
CFD No 93-1 IA 8E
CFD No 93-1 IA 7B
CFD No 93-1 IA 7D
2018 Wastewater Rev. Bonds
CFD No 93-1 IA 8D
CFD No 93-1 IA 17C
CFD No 93-1 IA 8C
June 2025 $73,490,000 *
June 2025
3/25/2025
10/22/2024
5/9/2023
6/15/2021
9/9/2020
7/30/2020
6/3/2020
10/23/2019
7/24/2019
7/17/2019
3/5/2019
12/4/2018
10/25/2018
10/25/2018
9/11/2018
6/6/2018
6/6/2018
5/31/2018
26,315,000 *
6,580,000
9,400,000
8,800,000
18,675,000
2,355,000
17,200,000
12,780,000
4,185,000
5,375,000
10,285,000
9,045,000
12,680,000
2,370,000
3,725,000
81,105,000
7,675,000
8,730,000
16,915,000
Total
$337,685,000
*Preliminary par amounts and estimated sale dates
UFI
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City of Beaumont
Proposal for Financial Advisory Services June 13, 2025
UFI's Relevant Regional Experience
oo
Ontario
Lease Revenue Bonds
CFD Financings
Water Financing
o
Eastvale
Civic Center Financing`
Lake Elsinore
CFD Financings
Pooled CFD Refunding&
TaXAllocation Bonds
City Hall LRBs
Economic Development
o
Calimesa
CFD Financings
-9
Beaumont
CFO Financings
Pooled CFO Refunding.
Wastewater Refunding'
EconomlcDevelopment
San Jacinto
City Hall Project•
Menifee
CFD Financings
TRIP Financing
Financial forecast
Civic Center Financing'
Oceanside
CFO Refunding&
Equipment Lease
Encinitas
Lease Revenue Bonds
o
Desert Hot Springs
CFD Financings
City Hall Financing
`Current/ongoing engagements
Coachella
CFD Financings
Library Project
nnzaeamp
Des.
ow* Slate Paav
We have provided below some examples of specific project experience that we believe best underscore our range of capabilities. It is worth noting that all of the projects below were completed by staff assigned to the City's account.
///
MENIFEE
New. Better. Best.
City of Menifee—UFI has been municipal advisor to the City of Menifee since 2011. As one of California's fastest -growing cities —with 84% population growth since 2008 and currently ranked the fifth fastest growing city in the state—Menifee faces complex infrastructure and capital planning needs. UFI has supported the City through its inaugural CFD bond issuances and continues to provide strategic guidance as the City plans for significant public improvements, including a new City Hall and Police Station.
Most recently, UFI advised on the successful issuance of $4.625 million in non -rated CFD special tax bonds for CFD No. 2023-2, Improvement Area No. 1 (Cimarron Ridge), which includes 424 market -rate single-family homes. A Real Estate Investment Trust ("REIT"), is under contract to purchase 127 homes in the improvement area, and intends to maintain ownership and rent the homes it is acquiring to individuals. UFI coordinated with the underwriter and bond counsel to update the POS disclosure to discuss this unique financing characteristic. We also participated in an additional finance committee meeting to brief City officials on the REIT's development plans and potential implications. The bonds priced on April 29, 2025 and were met with strong demand despite challenging market conditions and unique characteristics of the transaction, receiving $7.75 million of total orders.
City of Lake Elsinore — UFI has served as municipal advisor to the City of Lake Elsinore since 2014. During that time, UFI has provided Municipal Advisory Services to the City on approximately $287 million of land secured financings, lease revenue bonds, tax allocation bonds, and private placements.
UFI is currently working with the City on an $80 million Marks Roos pooled CFD to refund 11 underlying CFDs. The bonds recently received a very strong "A+" rating from Standard & Poor's and secured an attractive bond insurance bid from AGM, which included a 100% surety. As part of the transaction, the City intends to reduce special taxes for homeowners in the underlying districts and generate an estimated $10 million of new money proceeds for capital projects. The financing team anticipates closing the transaction in June 2025.
I.fUFI
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City of Beaumont
Proposal for Financial Advisory Services June 13, 2025
In 2022, UFI served as the municipal advisor on the City's issuance of $23.7 million of lease revenue bonds to finance construction costs of a new City Hall, which will further enhance the City's historic downtown and house City Council chambers, administrative office space, multi -purpose and retail space, and outdoor amenities with connection to the existing City Hall building. UFI worked with the City to explore various funding options and ultimately it was decided that issuing lease revenue bonds was the optimal method of financing. Because of inflationary fears as well as expected increases in interest rates, the City accelerated the financing. UFI worked expeditiously to put together a financing schedule and coordinate next steps. On 6/1, S&P upgraded the City's lease revenue bonds to "A+" from "A" as a result of the City's consistent economic growth and strong reserve levels. The lease revenue bonds closed in June 2022 at a favorable true interest cost of 4.57%. The timing of the transaction proved to be advantageous to the City, as yields rose by as much as 150 basis points across the curve in the following months.
City of Ontario
UFI was engaged by the City of Ontario in 2023 via a competitive RFP process. Since January 2024, we have served as the City's MA on a lease revenue financing, three CFD financings, a water revenue financing, and four CFD formations. Through our work on the 2024 Water Revenue Bonds, we helped the City achieve an S&P rating upgrade to "AA+" from "AA." In addition, UFI is actively working with the City on four additional CFD formations for residential and industrial development projects. As part of our work with the City, we engage with various developer teams to ensure that the City's needs and objectives are met in forming districts in the Ontario Ranch area, which is expected to include 24,000 homes at buildout.
Most recently, UFI served as municipal advisor to the City on a $192.4 million lease revenue financing to fund various capital improvements, including offsite improvements for a new professional baseball stadium. Starting late last year, UFI began working with City staff and the financing team to evaluate various structuring options to minimize borrowing costs for the project, including reducing the need for capitalized interest, and maximizing the use of tax- exempt proceeds. Leading up to the bond issuance, UFI's Public Management Group was hired to prepare a financial forecast to help the City in assessing its overall fiscal health and to assist with determining cash flow capacity to fund its $1 billion CIP program over the next several years. The baseball stadium will be one component of the Ontario Regional Sports Complex, which is planned for 190 acres of top -tier athletic facilities, including 20 long fields, 14 youth diamond fields, 8 full-size diamonds, 4 football/rugby fields and 2 championship diamond fields. The sports complex will be the largest of its kind west of the Rocky Mountains.
The 2025 Lease Revenue Bonds priced on April 29, 2025 and generated extremely strong demand, with over $1 billion in orders. As a result of the strong demand, the underwriter was able to reduce spreads on most maturities, resulting in an attractive true interest cost of 4.60%.
3. Please specify the number of bond rating presentations for the last three (3) years. Discuss this experience and its potential applicability to the City of Beaumont.
Over the past three years, UFI has priced more than 275 bond transactions for which we provided a credit presentation and obtained at least one credit rating. UFI has extensive experience presenting municipal credits to rating agencies and crafting compelling rating presentations that highlight the unique strengths of each issuer. Our deep involvement in Southern California has given us a thorough understanding of local economies, allowing us to effectively position our clients' credit profiles. By combining regional insight with a strong grasp of rating agency methodologies, we consistently help our clients achieve favorable rating outcomes.
Most recently, UFI worked alongside the City's financing team to secure a credit upgrade to "AA-" on the City's outstanding wastewater bonds, a significant milestone that reflects the City's fiscal discipline and improved financial health. In addition, the City recently received an "A+" rating on its pooled CFD refunding that is expected to come to market in June 2025. This represents the highest ever underlying rating the City has obtained on its CFD credits.
Beyond enterprise and CFD credits, UFI maintains significant experience with general fund -backed transactions. For example, we are currently advising the City of Eastvale on its first -ever lease revenue financing to fund its Civic Center I�UFI
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project. We believe this type of experience working with first-time issuers is relevant as the City considers funding and financing options for its proposed police facility project.
We are proud of our track record and remain committed to continuing to advocate for the City in future credit evaluations, ensuring that Beaumont's financial progress is clearly communicated and well -recognized by the rating agencies.
4. Outline your firm's knowledge of and experience with the latest tax reform laws, changes relating to tax-exempt financing, and your firm's ability to provide tax guidance to the City and City Council.
Our firm maintains a deep understanding of current tax laws and regulatory developments impacting municipal finance, including the latest federal tax reform measures and IRS guidance relating to tax-exempt financing. We closely monitor proposed and enacted legislation, such as the Inflation Reduction Act, and any changes to IRS arbitrage rebate rules or advance refunding limitations.
We routinely collaborate with leading municipal bond counsel and tax specialists to ensure our financing strategies comply with all applicable tax laws and optimize tax-exempt status. Our team has significant experience structuring and executing a wide range of tax-exempt financings, including CFD special tax bonds, enterprise revenue credits, lease revenue bonds, and certificates of participation, ensuring ongoing compliance with IRS rules and best practices.
While we do not provide legal tax opinions, we will work proactively with the City and coordinate with bond counsel on tax due diligence, and explain tax implications to City staff and City Council in a clear and actionable manner.
5. Attach a recent representative example of a municipality's offering statement in which you acted as financial advisor.
We have included in Appendix E a recent representative example of an offering statement for which we acted as financial advisor.
6. Outline your firm's experience with Improvement Districts and Community Facilities Districts.
UFI has extensive experience working with both Improvement Districts (IDs) and Community Facilities Districts (CFDs), particularly in the planning, formation, and execution of land secured financings. Our team brings deep technical expertise and a collaborative approach to every stage of the process —from pre -formation planning through post -issuance monitoring.
Over the past five years, UFI has closed more than $440 million in CFD bonds, ranking us as the third most active firm in California for this type of financing. Our experience spans a wide variety of developer types —from national builders to master -planned community and merchant builders. Our work includes evaluating special tax formulas, policy development, and engaging the appropriate financing team members. We also help determine appropriate debt sizing and structuring based on value -to -lien ratios and market conditions.
We are particularly proud of our long-standing work with the City. Going back to 2017, we've served as the City's advisor on over $265 million of CFD bonds across various improvement areas in 93-1, as well as CFDs 2016-1, 2016- 2, 2016-3, 2016-4. This history has given us unique familiarity with the City's developers, financing practices, and consultant teams. Our support includes active post -issuance monitoring, identifying refunding opportunities, removal of escalators, and helping to execute transactions that reduce borrowing costs —such as the City's upcoming pooled CFD refunding.
A complete listing of CFD transactions completed by the firm since January of 2023 is provided below. Additionally, we have included a discussion of specific CFD project experience in and around Riverside County above in our response to D — 2.
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Recent CFD Transactions since January 2023
Issuer
Lake Elsinore Facilities Financing Authority
Issue Name
Local Agency Revenue Refunding Bonds, Series 2025A
Sale Date
5/29/2025
Principal Amt
77,580,000
Menifee CFD No 2023-2
Improvement Area No. 1 Special Tax Bonds, Series 2025A
4/29/2025
4,625,000
Beaumont CFD No 2016-3
2025 Special Tax Bonds
3/25/2025
6,580,000
Manteca CFD No 2023-1
CFD 2023-1 (Villa Ticino West Facilities) Special Tax Bonds, Series 2025 3/12/2025
5,515,000
Moorpark CFD No 2004-1
CFD No. 2004-1(Moorpark Highlands) 2025 Special Tax Refunding Bonds 1/8/2025
5,570,000
Ontario CFD No 64
CFD No. 64 (Sunset Ranch) Special Tax Bonds, Series 2024 11/14/2024
27,860,000
Beaumont CFD No 93-1
Special Tax Bonds, Series 2024
10/22/2024
9,400,000
Manteca CFD No 2023-1
CFD 2023-1 (Villa Ticino West Facilities) Special Tax Bonds, Series 2024 10/9/2024
10,110,000
Lake Elsinore CFD No 2019-2
CFD No. 2019-2 (Nichols Ranch) Special Tax Bonds, Series 2024 9/4/2024
7,815,000
Menifee CFD No 2022-1
CFD No. 2022-1 (Quartz Ranch) Special Tax Bonds, Series 2024A 9/4/2024
9,465,000
Fullerton CFD No 2
CFD No. 2 (Amerige Heights), 2024 Special Tax Refunding Bonds 7/25/2024
5,840,000
Ontario CFD No 66
CFD No. 66 (Olive and Oleander Facilities) Special Tax Bonds, Series 2024 6/27/2024
10,345,000
Ontario CFD No 35
CFD No. 35 Special Tax Bonds, Series 2024
6/18/2024
11,225,000
Chino CFD No 2003-3
Improvement Area No. 10 2024 Special Tax Bonds
4/25/2024
18,450,000
Manteca CFD No 2023-1
CFD 2023-1 (Villa Ticino West Facilities) IA 1Special Tax Bonds, Series 2024 4/16/2024
5,825,000
Lake Elsinore CFD 2006-4 (Rosetta Hills)
Special Tax Bonds, Series 2024
1/23/2024
5,090,000
Beaumont CFD No 2021-1 (Fairway Canyon)
2024Special Tax Bonds
1/9/2024
14,550,000
Desert Hot Springs CFD No 2006-1
Improvement Area 1 Special Tax Bonds, Series 2023
12/13/2023
1,970,000
Chino CFD No 2021-1
2023 Special Tax Bonds
11/2/2023
7,085,000
Lake Elsinore CFD No 2006-8
Special Tax Bonds Series 2023
8/29/2023
3,615,000
Menifee CFD No 2021-2
Sumac Ridge Series A2
8/23/2023
10,050,000
Menifee CFD No 2021-1
(Banner Park) Special Tax Bonds, Series 2023A
8/8/2023
6,435,000
Menifee CFD No 2022-1
Quartz Ranch 2023 Special Tax Bonds _
6/28/2023
11,525,000
Upland CFD No 2022-1
Enclave at Upland 2023 Special Tax Bonds
5/10/2023
4,305,000
Beaumont CFD No 2016-3
2023 Special Tax Bonds (Sundance)
5/9/2023
8,800,000
Menifee CFD No 2020-1
CFD No. 2020-1(McCall Mesa)
1/26/2023
3,580,000
Alameda CFD No 22-1
CFD No. 22-1 (Alameda Marina) 2022 Special Tax Bonds
1/25/2023
17,500,000
Menifee CFD No 2021-1
(Banner Park) 2022 Special Tax Bonds, Series 2022A
10/27/2022
5,375,000
Menifee CFD No 2020-2
(Del Oro) Special Tax Bonds, Series 2022A
9/28/2022
2,640,000
Lake Elsinore CFD No 2006-6
Special Tax Bonds, Series 2022
8/18/2022
3,535,000
Upland CFD No 2003-2
2022 Special Tax Ref Bonds
6/1/2022
14,595,000
Lake Elsinore CFD No 2016-2
2022 Sub Special Tax Bonds
5/27/2022
1,411,480
Upland CFD No 2015-1
2022Special Tax Bonds
4/21/2022
3,935,000
Upland CFD No 2015-1
2022 Special Tax Bonds
4/21/2022
5,295,000
Altadena Library District CFD No 2020-1
2022 Special Tax Bonds
2/17/2022
21,125,000
Menifee CFD No 2020-1
2022 Special Tax Bonds (McCall Mesa)
1/11/2022
11,330,000
Menifee CFD No 2019-1
2022 Special Tax Bonds (Meadow Run)
1/6/2022
2,750,000
7. Include the name, address and telephone number of three clients for whom services similar to those described in this Request for Proposal have been performed.
We encourage you to contact any of our recent clients listed below to discuss their experience and satisfaction with UFI. We have provided contact information for three references below as well as on the attached Reference form in Appendix C.
City of Lake Elsinore
Jason Simpson, City Manager
Phone: (951) 674-3124 Ext. 211
Email: [email protected]
130 S. Main Street, Lake Elsinore, CA
Services provided: MA services for LRBs, CFD and TABs;
Forecast, Affordable Housing/AB 341 analysis, Economic
Development, EIFD, Pension Study
Number of Years of Service: 11
Most recent engagement: $80 million Marks -Roos pooled CFD refunding (expected closing: June 2025)
City of Ontario
Armen Harkalyan, Executive Director of Finance
Phone: (909) 395-2355
E-mail: [email protected]
200 North Cherry Avenue, Ontario, CA 91764
Scope of Work: MA services for 2025 Lease Revenue Bonds, 2024 Water Revenue Bonds, Various CFD Bond Issues and CFD
Formations
Number of Years of Service: 1.5
Most recent engagement: $192 million 2025 lease revenue bonds 12
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Proposal for Financial Advisory Services June 13, 2025
City of Desert Hot Springs
Doria Wilms, City Manager
Phone: (760) 329-6411 Ext 260
Email: [email protected]
65950 Pierson Blvd., Desert Hot Springs, CA 92240
Services provide: MA services for lease revenue bonds, CFDs, COPs, TABs; financial forecast, pension study, economic development proposal analysis
Number of Years of Service: 17
Most recent engagement: $2 million CFD issuance for Skyborne project (closed December 2023)
E. Strategies/Approach to Work
1. Under present market conditions, what would be your strategy for advising the City on planning debt issues and why do you feel that this strategy is appropriate? In your response, include discussion of institutional versus retail sales, structure of underwriting syndicate, use of municipal bond insurance, debt structure, and other pertinent information.
Since being engaged by the City in 2015, UFI has remained focused on delivering the lowest possible borrowing cost, while preserving financial flexibility and protecting the City's long-term credit profile. At the time of our initial engagement, the City was recovering from the impacts of a Securities and Exchange Commission (SEC) investigation tied to prior financial mismanagement and fraud. UFI was asked to overhaul the City's long-term financial forecast, which had previously been rendered ineffective due to its complexity and lack of usability. The revised forecast allowed the City to reconcile inconsistencies between the City's previous labor costing data and budgeted personnel expenses and to identify opportunities for strengthening its general fund.
Shortly thereafter, UFI supported the City's return to the public bond markets with the issuance of the 2018 Wastewater Revenue Bonds, which received an "A+" rating from Standard & Poor's. The City has made tremendous financial progress since that time, recently securing a rating upgrade on its wastewater bonds, and the highest credit rating in the City's history on a recent CFD bond issuance Strategy for 2025 Wastewater and CFD Refundings
As of mid -2025, the market is characterized by elevated but stabilizing interest rates, market volatility, ongoing Federal Reserve caution around inflation, and strong investor demand for high -quality, tax-exempt bonds. In response to these dynamics, UFI recommended a flexible and proactive approach to both the City's pooled CFD refunding and the Wastewater Revenue Bond refunding.
Beginning in 2024, we conducted an evaluation of the City's CFD bonds, and identified specific candidates for possible refunding. After several discussions with City staff, we presented the CFD opportunity to City Council, and took their direction to establish specific thresholds for the refunding of a minimum of 3% NPV savings or $200 annual savings per parcel.
Following the City Council meeting in March 2025, the municipal market experienced heightened volatility triggered by the announcement of new tariffs and the rising threat of a global trade war. Interest rates increased by as much as 50 basis points, significantly reducing projected savings across several refunding candidates.
At theJune 2025 Council meeting, UFI and the financing team delivered a comprehensive market update and analyzed the impact of market movements on the previously identified refunding opportunities. For the pooled CFD refunding, one underlying district had fallen below the 3% NPV or $200 -per -parcel threshold. However, removing the CFD from r UFI
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the pool would have weakened the overall credit profile, triggered a potential rating downgrade, and increased the cost of bond insurance. In light of these risks, the City Council opted to amend the resolution to allow for a lower annual savings threshold for the specific CFD, thus preserving the viability and benefits of the overall pooled transaction.
UFI's recommended strategy moving forward is to remain nimble and continue monitoring the market on a day-to- day basis and position the City to enter the market quickly when conditions are favorable. With ratings in hand and Council approvals secured, we are now prepared to post the Preliminary Official Statement (POS) and proceed to pricing as early as mid -June 2025 should conditions remain favorable. This approach balances fiscal prudence with market opportunity, and reflects our long-term commitment to protecting the City's financial standing while maximizing savings and flexibility.
Underwriter Selection Strategy
With regards to underwriter selection on future transactions, we recommend the City continue to engage an underwriter with a strong retail distribution desk, solid institutional relationships, and demonstrated performance in pricing comparable California credits. The book -running senior manager should have a robust track record in the sector and the capacity to underwrite the full transaction. Co -managers may be added based on specific distribution strengths; however, we believe that continuing to work with a sole managing underwriter with strong retail capabilities will continue to produce positive results for the City.
Investor Marketing Strategy
We recommend the underwriter employ a diversified investor marketing strategy that includes both institutional and retail investors to maximize demand and price efficiency. Retail participation, particularly for strong issuers like the City, can enhance pricing in the short/intermediate range of the yield curve, as we have seen time and again on the City's non -rated CFD issuances. Institutional investors remain critical for longer maturities and larger block sizes, providing depth and pricing feedback during the book -building process.
Use of Municipal Bond Insurance
We assess the value of bond insurance and surety reserves on a case -by -case basis. In collaboration with underwriters, we will model insured vs. uninsured scenarios to determine if insurance delivers net present value savings after premiums. For the City's upcoming refunding transactions, we are currently observing a favorable benefit for use of bond insurance. In addition, the use of a surety policy in place of a cash -funded debt service reserve on the pooled CFD refunding will enable the City to increase cash flow savings to individual homeowners.
2. Discuss any innovative financing techniques which you feel the City should consider for future bond issues.
Provided below is a sampling of some innovative and alternative financing and capital funding techniques the City could choose to consider for future bond issues.
Alternative Project Delivery Methods
As the City continues to evaluate funding plans for its proposed police station project, UFI can assist not only with capital planning and financial strategy, but also with the evaluation of alternative project delivery methods, including public -private partnership (P3) structures such as design -build or progressive design -build. Selecting the most appropriate project delivery method involves risk management, quality control, and long-term operational goals. UFI leverages its experience and relationships with construction management firms, public finance counsel, and facility operators to help cities evaluate and implement the most effective delivery model for their needs. Most recently, UFI advised the City of Rialto on a design -build P3 approach for a new $80 million police facility, which was successfully financed through a combination of cash contributions and lease revenue bonds.
General Obligation Bonds
A General Obligation Bond authorization would enable the City to secure a voter -approved additional source of revenues for the funding of projects, such as the police station, as opposed to financing with General Fund revenues.
GO Bond Authorizations are typically an effective financing tool for projects that have broad -based community UFI
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support. While the City faces some headwinds for a potential GO passage given existing special taxes paid by residents, we can assist the City with the evaluation of such a measure. First, we can run multiple scenarios using the City's existing assessed values to determine the amount of funds that can be generated for different tax rates.
Further, UFI can assist the City with the GO ballot process, including facilitating community surveys and leveraging our past experience with surrounding areas. For example, we could work with the City to develop a survey strategy to determine the level of community support for GO Bond Measures at varying amounts and projects. We could determine what portion of the public facilities financing, if any, would be feasible under this structure.
Sales Tax Measure Evaluation
UFI works with a number of cities in Riverside County that have successfully implemented transaction and use taxes, such as the Cities of Menifee and Lake Elsinore. A locally controlled sales tax provides cities with a stable source of unrestricted General Fund revenue, which can be used to address critical needs such as public safety, infrastructure, and core services. UFI can assist the City with an evaluation of the sales tax and evaluate different revenue structures, including revenue projections based on historical taxable sales. In addition, we can model financing scenarios that demonstrate how projected sales tax revenues could be leveraged to support capital investments through the issuance of lease revenue bonds or similar financing mechanisms. We recently provided such analysis for the City of Pomona, helping them assess the impact of a new local sales tax and align the structure with long-term capital planning goals.
Green Bonds
Issuing bonds with a designated green, social, or sustainability label can attract a broader investor Y f base, particularly as ESG mandates become more prevalent among institutional investors. If the City has eligible capital projects, formalizing a Green Bond Framework can enhance marketability. This may be something the City could explore for a potential financing for its police station, to the extent it is LEED certified and meets the criteria for such designation. UFI has worked with several issuers on Green Bond transactions, including the Cities of Monterey Park, Alameda and Rowland Water District.
Investment of Bond Proceeds
Given the current elevated short-term interest rates in 2025 and a slower -than -anticipated path of Federal Reserve rate cuts, the City should consider exploring a Guaranteed Investment Contract (GIC) to enhance interest earnings on its project fund proceeds. As of early 2025, we are still seeing GIC providers offering competitive rates, particularly for project funds with defined draw schedules. While the Federal Reserve has begun modest rate cuts, rates remain attractive relative to historical norms, and the GIC market continues to present opportunities for strong investment earnings. Where appropriate, the City may want to consider pursuing a GIC or Treasury ladder to improve project fund performance and reduce net borrowing costs.
Bank Direct Placements / Private Placements
For smaller transactions with a shorter term, private placements with banks or institutional investors may offer lower issuance costs, faster execution, and less disclosure burden. These are often advantageous for lease obligations, equipment financings, or interim financing where a public offering may not be cost-effective. Most recently, UFI advised the City of Monterey Park on an equipment lease financing to fund HVAC and fire apparatus equipment.
Additionally, we have worked with a number of Cities on energy efficiency capital financings including Fullerton, Coachella and Oceanside.
3. Discuss the advantages and disadvantages of competitive, negotiated, and combination bond sales as they relate to the City's proposed issues.
Over the past several years, the City has issued bonds on a negotiated basis and has consistently experienced positive outcomes, including favorable pricing, investor participation, and transaction flexibility. Looking ahead, we recommend continuing with a negotiated sale approach, particularly given the City's credit profile, market conditions, and the structure of the proposed financings. A negotiated sale offers several strategic advantages for the City, including:
• Tailored structuring of maturities, couponing, and redemption provisions Gr jUFI
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• Pre -sale marketing to investors familiar with land -secured credits • Real-time pricing adjustments based on investor demand and market movement • Flexibility in timing, allowing the City to delay or accelerate pricing in response to market volatility CFD Bonds
Given the unique credit features of the City's non -rated CFD Bonds as well as the Marks Roos pooled CFD refundings, which consist of multiple underlying districts, a negotiated sale remains the most effective strategy to reach the appropriate investor base, optimize execution, and achieve the lowest cost of financing.
Wastewater Revenue Refunding Bonds
For the City's upcoming wastewater revenue bond refunding, which is rated, we believe a negotiated sale approach has offered a number of benefits. Recent market volatility has impacted refunding efficiency, with net present value (NPV) savings declining to below 3%. As a result, our recommendation is to monitor market conditions and prepare the Preliminary Official Statement to be posted during a favorable window. The City can then go day-to-day on pricing, enabling quick entry into the market when savings thresholds can be met. A competitive sale would not provide this level of flexibility and would have limited the City's ability to strategically time the transaction.
When Competitive or Combination Sales May Be Appropriate While we believe negotiated sales are generally more effective for the City's current needs, there are situations where a competitive sale is appropriate. For example, UFI recently advised the City of Pasadena on a competitively offered $195 million General Obligation Bond issuance to finance a library project. The sale, rated AAA, received 10 competitive bids and achieved a true interest cost of 4.33% for a 30 -year financing. The highly rated, general obligation structure and broad investor appeal made a competitive sale the optimal method in that case.
The City could consider competitive sales in the future for highly rated lease revenue bond issues or other general credit financings where the credit is well known and broadly marketable and timing is not sensitive to market volatility.
UFI will continue to assess each proposed issuance on a case -by -case basis and provide tailored recommendations that prioritize pricing efficiency, investor engagement, and the City's long-term financial goals.
4. Describe the firm's access to sources of current market information to assist in pricing of negotiated sales and information to assist City in planning and executing competitive sales.
UFI maintains robust access to a wide range of current market data and pricing intelligence to support both negotiated and competitive bond sales. Our firm leverages multiple sources of real-time market information to ensure that clients receive the most favorable terms and transparent guidance when accessing the capital markets.
UFI actively monitors municipal bond market conditions through industry -standard platforms including Bloomberg, Refinitiv (formerly Thomson Reuters), EMMA, and S&P Global. These tools allow us to track primary market pricings, visible supply and forward calendars, underwriter pricing trends, credit spreads, and MMD data.
On a negotiated transaction, we use this data to evaluate proposed pricing by underwriters, ensure spreads are within fair market ranges, and negotiate tighter pricing when justified. For competitive sales, we use our various in-house tools to strategically advise on the optimal timing of the bond sale by evaluating the economic calendar, municipal supply, and conducting outreach to municipal underwriting desks. UFI also provides strategic support for competitive bond sales by recommending bid parameters and preparing and distributing detailed pre -sale market updates.
Our municipal advisors have relationships with a wide network of underwriting desks and we maintain a very high level of activity in the municipal market. Our access to this market intelligence ensures that the City will benefit from accurate, up-to-date pricing information and strategic guidance. We remain committed to protecting the City's interests by securing the most cost-effective financing solutions possible. r UFI
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5. Describe strategies and material to interface with the City's automated debt portfolio tool such as DebtBook or Sympro to ensure coordination and accuracy.
We are well -positioned to support the City in both the ongoing maintenance and effective use of automated debt portfolio tools. We maintain the originating documents for each of the City's transactions over the past ten years. In addition, we leverage industry resources such as EMMA, Bloomberg, and TM3 to monitor and verify current data for each financing.
UFI can assist the City by providing key information and documentation, including:
• Debt service schedules
• CUSIP information
• Detailed sources and uses of funds
• Call structures and redemptions
• Ratings history
For CFD bonds specifically, we can monitor special tax prepayments, track changes in outstanding par amounts, and provide regular updates to ensure the debt management tool reflects accurate balances and amortizations.
UFI can also provide the City with hands-on training and support materials for staff who use automated debt portfolio tools. The training can cover bond basics and walkthroughs on how to read and interpret disclosure documents, payment schedules, amortizations and optional redemption information. We are prepared to meet with the City and conduct regular reviews and reconciliations of debt information as needed.
Our objective is to ensure the City's automated debt management tools remain a reliable, accurate, and fully integrated resource. By coordinating closely with City staff, the trustee, and other financing team members, UFI provides the technical expertise and proactive support needed to maintain a high -functioning debt portfolio system.
F. Key Personnel Qualifications and Experience
1. List the individuals who would be responsible for providing financial advisory services to the City and indicate which offices they will be based out of; an organization chart of the project team with each person's title and responsibility; what are their qualifications; their availability over the Contract period and with regard to prior engagements, what have been their specific responsibilities related to financial advising for various financing techniques?
For the scope of services outlined in the RFP,
Michael Busch will serve as the primary
contact and will have overall responsibility
for client service delivery; Branden Kfoury
will serve as transaction manager, and will
provide day-to-day coverage to the City
team. Mr. Busch and Mr. Kfoury have
extensive experience assisting cities in
Southern California with the execution of
large scale CFD programs, general fund
financings, enterprise fund financings, and
other economic development assignments,
Cumulatively, Mr. Busch and Mr. Kfoury
have 16 years' experience advising the City,
and will be available to meet with the City as often as needed to complete City assignments. In addition, Wing -See Fox, the firm's Series 54 Principal, and Gabrielle Dawson, Associate, will be available to provide additional municipal advisory support and resources, as needed. Ms. Fox previously advised the City on its issuance of 2018 wastewater Project Team Organizational Chart
Transaction Manager
Branden Kfoury,
Director
Primary Contact/Day-to
Day Coverage
Michael Busch,
Chief Strat,gy Officer
Series 54 Principal
Wing -See Fox,
Managing Director
Execution Support
Gabrielle Dawson,
Associate
Forecasting/Disclosure
James P. Morris,
Managing Director
17
City of Beaumont
Proposal for Financial Advisory Services
June 13, 2025
revenue bonds, leading the credit rating process that helped the City secure a positive result from S&P. For additional services outside of traditional municipal advisory work, James Morris, Managing Director, will be available to offer expertise in financial forecasting and fiscal sustainability studies; additionally Mr. Morris leads UFI's post -issuance compliance practice and will assist on disclosure matters related to the City's wastewater bonds. Provided below is a summary of the assigned team, qualifications and prior experience.
UFI Team — Munici • al Advisor Team Bio: ra • hies
Day-to-day Coverage Team
Michael Busch, Chief Strategy Officers (714) 923-3541
Role: Financing Strategy/Primary Contact
Office Location: Southern California
Experience: Michael is an accomplished municipal executive and public finance professional who has helped manage several public agencies as an assistant city manager and finance director. Through his leadership of UFI and engagement with professional organizations, Michael helps cities, special districts, and nonprofits across the State of California identify emerging trends, engage in critical policy issues, exchange proven practices, and advance their missions through sound fiscal and operational policy. During his 18 -year tenure with OF agencies have engaged Michael as both a strategic consultant and municipal advisor based on expertise and broad understanding of fiscal and economic development issues affecting the public has worked on over $5 billion in tax-exempt and taxable debt, including lease revenue water/wastewater revenue bonds, TABs, CFD and assessment district bonds, and New Market addition, Michael has extensive expertise linking sound fiscal management practices with economic objectives resulting in the delivery of high priority projects. , numerous public
his public finance
sector. Michael
bonds/COPs,
Tax Credits. In
development
Branden Kfoury, Director I (714) 923-3560
Role: Transaction Manager/Day-to-day coverage
Office Location: Southern California
Experience: Branden Kfoury joined Urban Futures in 2019. He has worked on a variety of debt offerings for cities and special districts in California including, but not limited to utility revenue bonds, general obligation bonds, lease revenue bonds, CFD and assessment district bonds, as well as tax allocation bonds. Mr. Kfoury has extensive experience in all aspects of the bond financing process and excels at providing value-added debt structuring, credit and quantitative joining UFI, Mr. Kfoury has assisted with financing and consulting assignments for the Cities of Encinitas, Oceanside, Azusa, Fullerton, Pasadena, and Menifee. Previously, Mr. Kfoury worked as a Senior Fieldman, Rolapp & Associates where he supported the firm's city and special district clients. Mr. prior roles in public finance investment banking, bond insurance, as well as in the technology industry. is currently a candidate for the CFA Level 1 program.
,,
b
analysis. Since
Ontario,
Associate at
Kfoury has held
Mr. Kfoury
Additional Municipal Advisory Resources
Wing -See Fox, Managing Director I (650) 503-1500
Role: Series 54 Principal
Office Location: Northern California
Experience: Wing -See Fox is the Series 54 Municipal Advisor Principal of UFI and leads the 4 Public Finance Group. Wing -See has over a decade of experience in the fields of municipal , advising, public finance, and municipal securities. She has worked on over $3 billion in municipal debt offerings for various credits, including general obligation bonds for cities and special districts. Wing -See focuses on California cities and excels in transaction management, credit analysis, developing funding alternatives, and structuring bond transactions to meet the needs of the issuer while maximizing credit strength and marketability to investors. Prior to joining UFI in 2017, Wing -See worked as a public finance investment banker. She is an active member of the Northern California Chapters of Women in Public Finance (WIP) and Asian Americans in Public Finance (AAPF) as well as CSMFO. Wing -See received an MBA from Columbia Business School, MSW from Columbia University School of Social Work, and BA from Stanford University. Her current and recent clients include the Cities of Victorville, Oceanside, Goleta, Watsonville, Cosumnes CSD, Atascadero, and Manteca.
IfUFI
18
City of Beaumont
Proposal for Financial Advisory Services
June 13, 2025
Gabrielle Dawson, Associate I (650) 503-1500
Role: Quantitative and Transaction Execution
Office Location: Northern California
Experience: Gabrielle Dawson joined Urban Futures in 2024. Gabrielle's responsibilities include providing general client support for cities, special districts, and water districts. Before joining the firm, Ms. Dawson worked as an Analyst on the Infrastructure Public Finance Investment Banking team at Morgan Stanley and at Montague DeRose and Associates. She has worked on a variety of debt offerings for states, cities, water and wastewater districts, school districts, and transportation on the West Coast. Her experience includes taxable and tax-exempt general obligation bonds, lease revenue bonds, and water revenue bonds in California. She graduated from Northeastern University with a Bachelor of Science degree in Business Administration with a major in Finance and a minor in Law and Public Policy.
PMG Group — Financial Forecasting/Consulting Services
James P. Morris, Managing Director
Role: PMG Financial Forecasting/Consulting Lead
Office Location: Southern California
Experience: Jim Morris has over twenty years of experience working in the fields of financial analysis, municipal law and public agency governance. He specializes in assisting cities and special districts in the areas of long-term forecasting, fiscal stabilization and financial sustainability planning. His recent engagements include engagements for the Cities of Alameda, Culver City, Pomona and South San Francisco. Prior to joining UFI, Jim worked with the City of San Bernardino where he was tasked with successfully winding -down San Bernardino's former redevelopment agency, acknowledged as one of the most complex redevelopment dissolutions in the State of California. He was also a key advisor and strategist for the city's bankruptcy team on various organizational and fiscal restructuring matters, and drafted the strategic plan component for San Bernardino's municipal bankruptcy plan of adjustment. Jim began his professional career as a public law attorney with Best & Krieger LLP, where he served as Assistant City Attorney for the cities of Corona and Ontario, and General Counsel for Western Municipal Water District. He is a graduate of Dartmouth College and received both a Juris Doctorate and Master of Urban Planning from UCLA.
2. Provide brief resumes for the individuals and list other individuals which could be available to provide service to the City.
Professional resumes for the primary assigned staff and additional support staff available to assist the City are included in Appendix A.
3. Provide information on the government financial advisory experience of each person, including information on relevant continuing professional education for the past three (3) years and membership in professional organizations relevant to the performance of the requirements requested herein.
Information related to the government financial advisory experience of assigned staff members is provided above and in Appendix A. All staff maintain active engagement in industry learning and compliance training. As part the Series 50 licensing requirements, each municipal advisor is required to complete annual continuing education, which includes compliance training that covers a comprehensive range of MSRB best practices and industry trends.
Furthermore, all assigned staff are active with professional organizations such as CSMFO, CMTA, League of Cities, and Women in Public Finance. We regularly attend and sponsor annual conferences and local chapter meetings for these organizations. Ms. Fox serves as Chair of the Commercial Partner Committee for CSMFO and recently participated in a panel presentation at the 2025 Conference. Additionally, Mr. Busch frequently speaks at conferences and industry events, most recently participating in a panel discussion on debt issuance at the 2025 CTMA annual conference.
I�UFI
19
City of Beaumont
Proposal for Financial Advisory Services June 13, 2025
4. Provide as much information as possible regarding the number, qualifications, experience and training, including relevant continuing professional education, of the specific staff to be assigned to these services. Indicate how the quality of staff over the term of the agreement will be assured.
Information regarding the qualifications, experience, training and education of individuals is provided in the responses to questions 1 and 3 above, as well as in the attached resumes.
We are committed to delivering consistent, high -quality service from a senior team of qualified municipal advisors throughout the term of the agreement. For each financing engagement, UFI assigns a minimum of two municipal advisors to ensure both strategic oversight and day-to-day responsiveness. The core municipal advisory team is supported by a broader bench of professionals who are well -versed in all financing mechanisms utilized by the City, including CFD special tax bonds, enterprise revenue bonds, and other public finance structures. This scalable staffing approach ensures that the City consistently receives a high level of service throughout the term of the engagement.
The team that has served the City has remained consistent since UFI was first engaged by the City in 2015, reflecting our emphasis on continuity and institutional knowledge. Staff continuity is a top priority going forward, and UFI is fully committed to maintaining the depth and availability of resources necessary to support the City's account.
G. Exceptions
Consultant shall include all exceptions taken in regard to the terms and conditions as specified in this solicitation document, any award documents, or attached contracts. All exceptions taken by the Consultant shall be clearly defined and the changes requested clearly identified in their submittal document. Exceptions taken by the Consultant shall be used in the evaluation process. If the Consultant does not indicate exceptions in their submittal document this will signify to the City that the Consultant is in full agreement with all areas of the solicitation document, attached award documents and contracts, and agree to all terms as stated.
UFI has reviewed the terms and conditions in this solicitation and attached contract and takes no exceptions. 'efUFI
20
City of Beaumont
Proposal for Financial Advisory Services June 13, 2025
Appendix A: Professional Resumes — UFI Team Members
?'/UFI
21
City of Beaumont
Proposal for Financial Advisory Services June 13, 2025
CONTACT
1470 Maria Lane, Suite 315,
Walnut Creek, CA 94596
TEL: (714) 923-3541
[email protected]
EDUCATION
M.P.A. — Finance and Public
Works
Cal State University, Long Beach
B. A., Urban and Regional
Planning
Cal State Polytechnic University,
Pomona
PROFESSIONAL AFFILIATIONS
Innovating Commerce Serving
Communities (ICSC)
California Society of Municipal Finance
Officers (CSMFO)
Past President — Municipal Management
Association of Southern California
(MMASC)
Past Chair — Cal-ICMA
r UFI
MICHAEL BUSCH
Chief Strategy Officer
Profile
Michael Busch is an accomplished municipal executive and public finance professional who has helped manage several public agencies as an assistant city manager and finance director.
Through his leadership of UFI and engagement with professional organizations, Michael helps cities, counties, special districts, and nonprofits across the State of California identify emerging trends, engage in critical policy issues, exchange proven practices, and advance their missions through sound fiscal and operational policy. During his 18 -year tenure with UFI, numerous public agencies have engaged Michael as both a strategic consultant and municipal advisor based on his public finance expertise and broad understanding of fiscal issues affecting the public sector. Michael has worked on over $5 billion in tax-exempt and taxable debt, including lease revenue bonds/COPs, water/wastewater revenue bonds, POBs, TABs, CFD and assessment district bonds, and New Market Tax Credits. He has executed lease transactions for the Cities of Lake Elsinore, Desert Hot Springs, Coachella, Orange, and is currently assisting the Cities of Menifee, Eastvale, Ontario, and San Jacinto on the evaluation of lease revenue bonds to finance public facilities.
Relevant Project Experience
• City of Menifee — Various CFD Bonds; City HaII Project • City of Beaumont — CFD Bonds, Wastewater Bonds
• City of Ontario — CFD Bonds, Lease Revenue Bonds, Water Revenue Bonds, Private Activity Financing
• Lake Elsinore — CFD Bonds, City HaII Project, Joint Venture Economic Development Financing
• Desert Hot Springs 2022 Lease Revenue Bonds (City Hall and Police Station Expansion Project)
• City of Eastvale - Project Planning & MA Services for Civic Center Facility
23
City of Beaumont
Proposal for Financial Advisory Services June 13, 2025
CONTACT
1470 Maria Lane, Suite 315,
Walnut Creek, CA 94596
Tel: (714) 923-3560
[email protected]
EDUCATION
BS, Finance
New York University
PROFESSIONAL AFFILIATIONS
California Society of Municipal Finance
Officers (CSMFO)
I�UFI
BRANDEN KFOURY
Director
Profile
Branden Kfoury joined Urban Futures in 2019. He has worked on a variety of debt offerings for cities and special districts in California including, but not limited to utility revenue bonds, general obligation bonds, lease revenue bonds, CFD and assessment district bonds, as well as tax allocation bonds. Mr. Kfoury has extensive experience in all aspects of the bond financing process and excels at providing value-added debt structuring, credit and quantitative analysis. Previously, Mr. Kfoury worked as a Senior Associate at Fieldman, Rolapp & Associates where he supported the firm's city and special district clients. Mr. Kfoury has held prior roles in public finance investment banking, bond insurance, as well as in the technology industry. He graduated Cum Laude from New York University with a Bachelor of Science degree in Finance and a minor in Politics.
Relevant Project Experience
• City of Encinitas — Lease Revenue Bonds
• City of Pasadena — General Obligation Bonds (Historic Library Renovation Project)
• City of Orange — 2020 Lease Revenue Bonds (Fire Station Project)
• City of Eastvale - Project Planning & MA Services for Civic Center Facility
• City of Beaumont - Project Planning & MA Services for New Police Facility
• City of Fullerton — CFD Refundings, tax allocation bonds, and CFD Formation
• City of Oceanside — Pooled CFD Refunding
24
City of Beaumont
Proposal for Financial Advisory Services June 13, 2025
CONTACT
1470 Maria Lane, Suite 315,
Walnut Creek, CA 94596
TEL: (650) 503-1500
[email protected]
EDUCATION
MBA
Columbia Business School
MSW
Columbia University School of
Social Work
BA, Psychology
Stanford University
PROFESSIONAL AFFILIATIONS
Women in Public Finance (WIP)
Asian Americans in Public Finance (AAPF)
California Society of Municipal Finance
Officers (CSMFO) Communications
Committee
Class of 2015 LeaderSpring Fellow
11UFI
WING -SEE FOX
Managing Director
Profile
Wing -See Fox is the Series 54 Municipal Advisor Principal of UFI and leads the Public Finance Group. Wing -See has over a decade of experience in the fields of municipal advising, public finance, and municipal securities. She has worked on over $3 billion in municipal debt offerings for cities and special districts in California including lease revenue bonds and certificates of participation. She has recently executed lease transactions for the Cities of Claremont, South San Francisco, Orange, Atherton, the Town of Apple Valley and Cosumnes Community Services District. Wing - See excels in gaining a thorough understanding of credits, validating assumptions in financial projections, and structuring bond transactions to meet the needs of the issuer while maximizing credit strength and marketability to investors. She has extensive experience developing credit presentations geared towards the criteria of rating agencies in order to achieve the highest possible ratings. Prior to becoming a municipal advisor, Wing -See was a public finance investment banker, having worked at Raymond James Public Finance in San Francisco and UBS Investment Bank in New York.
Relevant Project Experience
• City of Alameda — 2023 CFD Bonds
• City of Goleta — 2025 Lease Revenue Bonds &
Transportation Sales Tax Bonds
• Cosumnes Community Services District — 2022 Certificates of Participation
• City of South San Francisco — 2022 Lease Revenue Bonds • City of Pismo Beach — 2024 Lease Revenue Bonds (Public Safety Facility Project)
• City of Manteca — 2025 CFD Bonds
25
City of Beaumont
Proposal for Financial Advisory Services June 13, 2025
CONTACT
1470 Maria Lane, Suite 315,
Walnut Creek, CA 94596
Tel: (301) 395-8246
[email protected]
EDUCATION
BS, Business Administration
(Finance)
Northeastern University
q'fuFt
GABRIELLE DAWSON
Associate
Gabrielle Dawson joined Urban Futures this year. Gabrielle's responsibilities include providing general client support for cities, special districts, and water districts. Before joining the firm, Ms. Dawson worked as an Analyst on the Infrastructure Public Finance Investment Banking team at Morgan Stanley and at Montague DeRose and Associates. She has worked on a variety of debt offerings for states, cities, water and wastewater districts, school districts, and transportation on the West Coast. Her experience includes taxable and tax- exempt general obligation bonds, lease revenue bonds, and water revenue bonds in California. She graduated from
Northeastern University with a Bachelor of Science degree in Business Administration with a major in Finance and a minor in Law and Public Policy.
Relevant Project Experience
• City of Manteca — 2025 CFD Bonds
• City of Goleta — 2025 Lease Revenue Bonds &
Transportation Sales Tax Bonds
• Water Replenishment District 2025 Bonds
26
City of Beaumont
Proposal for Financial Advisory Services June 13, 2025
CONTACT
1470 Maria Lane, Suite 315,
Walnut Creek, CA 94596
Tel: (714) 923-3542
[email protected]
EDUCATION
Juris Doctorate and Master of
Urban Planning
UCLA
Bachelors Degree
Dartmouth College
r1UFI
JAMES MORRIS
Managing Director
Jim Morris has over twenty years of experience working in the fields of financial analysis, municipal law and public agency governance. He specializes in assisting cities and special districts in the areas of long-term forecasting, fiscal stabilization and financial sustainability planning. His recent engagements include engagements for the Cities of
Alameda, Culver City, Pomona and South San Francisco.
Prior to joining UFI, Jim worked with the City of San
Bernardino where he was tasked with successfully winding - down San Bernardino's former redevelopment agency,
acknowledged as one of the most complex redevelopment
dissolutions in the State of California. He was also a key advisor and strategist for the city's bankruptcy team on various organizational and fiscal restructuring matters, and drafted the strategic plan component for San Bernardino's municipal bankruptcy plan of adjustment. Jim began his
professional career as a public law attorney with Best & Krieger LLP, where he served as Assistant City Attorney for the cities of Corona and Ontario, and General Counsel for Western Municipal Water District. He is a graduate of
Dartmouth College and received both a Juris Doctorate and Master of Urban Planning from UCLA.
27
City of Beaumont
Proposal for Financial Advisory Services June 13, 2025
Appendix B: Client List
q'fuFt
28
UFI Transactions Since May 1, 2023 (Response to D-1)
Issuer
Issue Name
Sale Date
Principal Amt
Sale Type
Lake Elsinore CFD No 2005-6
2025 Special Tax Refunding Bonds
5/29/2025
2,500,000
Negotiated
Lake Elsinore CFD No 2006-2
2025 Special Tax Refunding Bonds
5/29/2025
4,500,000
Negotiated
Lake Elsinore CFD No 2004-3
Improvement Area No. 2 2025 Special Tax Refunding Bonds 5/29/2025
21,500,000
Negotiated
Lake Elsinore CFD No 2004-3
Improvement Area No. 12025 Special Tax Refunding Bonds
5/29/2025
13,000,000
Negotiated
Lake Elsinore CFD No 2003-2
Improvement Area C 2025 Special Tax Refunding Bonds
5/29/2025
5,500,000
Negotiated
Lake Elsinore CFD No 2003-2
Improvement Area A 2025 Special Tax Refunding Bonds
5/29/2025
7,500,000
Negotiated
Lake Elsinore CFD No 2003-2
Improvement Area B 2025 Special Tax Refunding Bonds
5/29/2025
11,500,000
Negotiated
Lake Elsinore CFD No 2005-1
2025 Special Tax Refunding Bonds
5/29/2025
5,500,000
Negotiated
Lake Elsinore CFD No 2005-2
Improvement Area A 2025 Special Tax Refunding Bonds
5/29/2025
15,500,000
Negotiated
Lake Elsinore Facilities Financing Authority
Local Agency Revenue Refunding Bonds, Series 2025A
5/29/2025
87,000,000
Negotiated
McKinleyville Union School District
General Obligation Bonds, Election of 2024, Series A
5/15/2025
4,300,000
Negotiated
Buttonwillow Union School District
General Obligation Bond, Election of 2024, Series 2025
5/1/2025
4,000,000
Negotiated
Sunol Glen Unified School District
General Obligation Bonds, Election of 2022, Series B (Bank Qualified) 4/30/2025
3,900,000
Negotiated
Owens Valley Unified School District
General Obligation Bonds, Election of 2024, Series 2025 4/30/2025
2,500,000
Negotiated
Pasadena
General Obligation Bonds (Central Library Project) Series 2025 4/29/2025
195,000,000
Competitive
Ontario Public Financing Authority
2025A Lease Revenue Bonds
4/29/2025
192,435,000
Negotiated
Lone Pine Unified School District
General Obligation Bonds, Election of 2024, Series 2025 4/29/2025
3,800,000
Negotiated
Menifee CFD No 2023-2
Improvement Area No. 1 Special Tax Bonds, Series 2025A
4/29/2025
4,625,000
Negotiated
Chico Unified School District
2025 General Obligation Refunding Bonds
4/24/2025
15,750,000
Negotiated
Encinitas Union School District
General Obligation Bonds, Election of 2024, Series A
4/24/2025
60,000,000
Negotiated
Snowline Joint Unified School District
General Obligation Bonds, Election of 2024, Series A
4/22/2025
30,000,000
Negotiated
Hayward Unified School District
General Obligation Refunding Bonds, Series 20258
4/22/2025
112,980,000
Negotiated
Guadalupe Union School District
2025 Lease and Sublease Agreement
4/16/2025
4,100,000
Negotiated
Campbell Union School District
2025 General Obligation Refunding Bonds
4/15/2025
31,405,000
Negotiated
Redondo Beach Unified School District
Election of 2024 General Obligation Bonds, Series A
4/14/2025
80,000,000
Negotiated
Laton Joint Unified School District
2025 General Obligation Bond Anticipation Notes (Bank Qualified) 4/14/2025
3,235,000
Negotiated
Laton Joint Unified School District
General Obligation Bonds, Election of 2024, Series A (Bank Qualified) 4/14/2025
3,000,000
Negotiated
Thermalito Union Elementary School District
General Obligation Bonds, Election of 2024, Series A
4/14/2025
4,995,000
Negotiated
Mountain View School District (Los Angeles County)
General Obligation Bonds, Election of 2020, Series C
4/10/2025
13,000,000
Negotiated
Briggs Elementary School District
General Obligation Bonds (Election of 2024, Series A) (Bank Qualified) 4/10/2025
2,500,000
Negotiated
Chico Unified. School District
General Obligation Bonds, Election of 2024, Series A
4/10/2025
80,000,000
Negotiated
Chico Unified School District
General Obligation Bonds, Election of 2012, Series C
4/10/2025
33,000,000
Negotiated
West Sonoma County Union High School District
General Obligation Bonds, Election of 2018, Series D
4/10/2025
23,000,000
Negotiated
Walnut Creek School District
General Obligation Bonds, Election of 2022, Series B
4/10/2025
32,000,000
Negotiated
Paradise Unified School District
2025 Certificates of Participation
4/7/2025
30,230,000
Negotiated
Morongo Unified School District
General Obligation Bonds, Election of 2024, Series 2025 4/3/2025
32,000,000
Negotiated
Carmichael Recreation and Park District
Election of 2022 General Obligation Bonds, Series 2025B 4/3/2025
12,200,000
Negotiated
Cottonwood Union School District
General Obligation Bonds, Election of 2024, Series 2025 4/1/2025
2,900,000
Negotiated
Cutten School District
General Obligation Bonds, Election of 2024, Series 2025 3/27/2025
2,500,000
Negotiated
Healdsburg Unified School District
General Obligation Bonds, Election of 2024 Series A
3/26/2025
14,500,000
Negotiated
Beaumont CFD No 2016-3
2025 Special Tax Bonds
3/25/2025
6,580,000
Negotiated
Wright Elementary School District
General Obligation Bonds, Election of 2024, Series A
3/25/2025
9,500,000
Negotiated
Corning Union Elementary School District
2025 General Obligation Bonds, 2024 Election
3/25/2025
4,250,000
Negotiated
Bonny Doon Union Elementary School District
Election of 2024 General Obligation Bonds
3/20/2025
3,500,000
Negotiated
Gateway Unified School District
General Obligation Bonds, Election of 2024, Series 2025 3/13/2025
22,000,000
Negotiated
Cotati-Rohnert Park Unified School District
2025 General Obligation Bonds, Election of 2024, Series A 3/13/2025
25,000,000
Negotiated
Manteca CFD No 2023-1
Improvement Area No. 3 Special Tax Bonds, Series 2025
3/12/2025
5,515,000
Negotiated
Delhi Unified School District
General Obligation Bonds, 2024 Election, 2025 Series A
3/11/2025
5,250,000
Negotiated
Cambria Community Healthcare District
General Obligation Bonds, Election of 2024, Series A (Bank Qualified) 3/5/2025
5,900,000
Negotiated
Mission Union Elementary School District
General Obligation Bonds, Election of 2024 Series A (Bank Qualified) 3/3/2025
1,500,000
Negotiated
Oxnard Union High School District
2025 General Obligation Bond Anticipation Notes
2/26/2025
75,000,000
Negotiated
Goleta
Lease Agreement
2/25/2025
18,735,000
Negotiated
Goleta Facilities Financing Authority
Goleta Facilities Financing Authority Lease Revenue Bonds, Series 2025A 2/25/2025
18,735,000
Negotiated
Goleta
Installment Sale Agreement
2/25/2025
14,655,000
Negotiated
Goleta Facilities Financing Authority
Local Measure A Transportation Sales Tax Revenue Bonds, Series 2025 2/25/2025
14,655,000
Negotiated
Chualar Union School District
General Obligation Bonds, Election of 2024, Series A
2/25/2025
2,900,000
Negotiated
Lake Tahoe Unified School District
General Obligation Bonds, 2024 Election, 2025 Series A
2/25/2025
35,000,000
Negotiated
Brawley Elementary School District
General Obligation Bonds, Election of 2024, Series A (Bank Qualified) 2/25/2025
5,000,000
Negotiated
Soquel Union Elementary School District
General Obligation Bonds, 2024 Election, Series 2025
2/20/2025
20,000,000
Negotiated
Palos Verdes Peninsula Unified School District
General Obligation Bonds, Election of 2024, Series 2025 2/20/2025
75,000,000
Competitive
Muroc Joint Unified School District
Election of 2022 General Obligation Bonds
2/20/2025
5,000,000
Negotiated
Black Oak Mine Unified School District
General Obligation Bonds, Election of 2024, Series 2025 2/19/2025
6,000,000
Negotiated
Pacific Elementary School District
General Obligation Bonds, Election of 2024, Series B (Measure I) (Bank Qualified) 2/13/2025
759,563
Negotiated
Keyes Union School District
General Obligation Bonds, Election of 2024, Series A (Bank Qualified) 2/13/2025
4,000,000
Negotiated
Loma Prieta Joint Union Elementary School District
Election of 2018 General Obligation Bonds, Series C (Bank Qualified) 2/11/2025
3,000,000
Negotiated
Bayshore Elementary School District
2025 General Obligation Bonds Election of 2016, Series C (Bank Qualified) 2/6/2025
2,660,000
Negotiated
Gridley Unified School District
General Obligation Bonds, Election of 2022, Series B
1/29/2025
4,900,000
Negotiated
Piner-Olivet Union School District
General Obligation Bonds Election of 2024,. Series 2025 1/28/2025
10,000,000
Negotiated
Lemoore Union High School District
2025 Equipment Lease Financing
1/22/2025
2,601,000
Negotiated
Santa Monica -Malibu Unified School District
2025 Certificates of Participation
1/22/2025
13,400,000
Negotiated
Westmorland Union Elementary School District
2025 Energy Lease
1/16/2025
1,650,000
Negotiated
Kingsburg Elementary Charter School District
2025 Certificates of Participation
1/15/2025
5,825,000
Negotiated
Moorpark CFD No 2004-1
2025 Special Tax Refunding Bonds
1/8/2025
5,570,000
Negotiated
Imperial Unified School District
2024 Equipment Lease Agreement (Energy Improvement Projects) 12/30/2024
10,728,000
Negotiated
San Luis Coastal Unified School District
2024 General Obligation Refunding Bonds
12/11/2024
21,325,000
Negotiated
San Luis Coastal Unified School District
General Obligation Bonds, 2022 Election 2024 Series B
12/11/2024
90,000,000
Negotiated
Enterprise Elementary School District
General Obligation Bonds, Election of 2008, Series D
12/10/2024
4,677,417
Negotiated
UFI Transactions Since May 1, 2023 (Response to D-1)
Issuer
Issue Name
Sale Date
Principal Amt
Sale Type
Fort Bragg Unified School District
2024 General Obligation Bonds, Election of 2020, Series C 12/4/2024
11,000,000
Negotiated
South Bay Union School District (Humboldt County)
2024 General Obligation Bonds, Election of 2020, Series B (Bank Qualified) 12/3/2024
2,500,000
Negotiated
Bellevue Union School District
Bellevue Union School District Judgment Obligation Bonds, Series 2024 11/27/2024
4,650,000
Negotiated
Menifee CFD No 2023-1
Special Tax Bonds, Series 2024A
11/21/2024
17,275,000
Negotiated
Meadows Union Elementary School District
2024 Equipment Lease
11/20/2024
1,697,000
Negotiated
Oceanside CFD No 2001-1
Improvement Area No. 12024 Special Tax Refunding Bonds. 11/14/2024
2,630,000
Negotiated
Oceanside CFD No 2001-1
2024 Special Tax Refunding Bonds
11/14/2024
6,440,000
Negotiated
Oceanside Public Financing Authority
Local Agency Revenue Refunding Bonds, Series 2024
11/14/2024
9,070,000
Negotiated
Ontario CFD No 64
Special Tax Bonds, Series 2024
11/14/2024
27,860,000
Negotiated
Planada Elementary School District
Lease and Sublease Agreement dated as of November 1, 2024 11/5/2024
1,137,330
Negotiated
Monterey County Office of Education
2024 Certificates of Participation
11/5/2024
32,255,000
Negotiated
Upper Lake Unified School District
2024 Certificates of Participation
10/29/2024
4,820,000
Negotiated
Pacifica School District
General Obligation Bonds, 2024 Election 2024 Series
10/24/2024
10,000,000
Negotiated
Pacifica School District
General Obligation Bonds, Election of 2018, Series 2024 10/24/2024
12,000,000
Negotiated
Beaumont Library District
2024 Certificates of Participation (Library Facilities Project) 10/23/2024
8,390,000
Negotiated
Beaumont CFD No 93-1
Special Tax Bonds, Series. 2024
10/22/2024
9,400,000
Negotiated
Madera Unified School District
2024 General Obligation Bonds, Election of 2018, Series 2024 10/17/2024
50,000,000
Negotiated
Torrance Unified School District
General Obligation Refunding Bonds, Series 2024
10/17/2024
106,125,000
Negotiated
Torrance Unified School District
General Obligation Bonds, Election of 2014 (Measure T), Series 2024 10/17/2024
5,000,000
Negotiated
Hillsborough City School District
General Obligation Bonds, Election of 2022, Series B
10/17/2024
40,000,000
Negotiated
National School District
General Obligation Bonds, Election of 2016, Series C
10/17/2024
18,000,000
Negotiated
Winters Joint Unified School District
General Obligation Bonds, 2020 Election, 2024 Series B
10/16/2024
12000,000
Negotiated
Manteca CFD No 2023-1
Improvement Area No. 2, Special Tax Bonds, Series 2024
10/9/2024
10,110,000
Negotiated
Moraga Elementary School District
General Obligation Bonds, Election of 2024, Series A
10/2/2024
18,000,000
Negotiated
San Lorenzo Valley Unified School District
General Obligation Bonds, Election of 2020, Series C.
10/2/2024
25,000,000
Negotiated
Calistoga Joint Unified School District
General Obligation Bonds, Election of 2010, Series 2024 10/1/2024
8,880,000
Negotiated
Mill Valley School District
2024 General Obligation Bonds, Election of 2022, Series B 9/26/2024
74,900,000
Negotiated
Kenwood Elementary School District
General Obligation Bonds, Election of 2022, Series B (Bank Qualified) 9/25/2024
7,000,000
Negotiated
Garvey School District
General Obligation Bonds, Election of 2024, Series A
9/19/2024
15,000,000
Negotiated
Hamilton Unified School District
GENERAL OBLIGATION BONDS 2018 ELECTION, 2024 SERIES B
9/12/2024
4,800,000
Negotiated
Culver City Unified School District
General Obligation Bonds, Election of 2024 Series A
9/11/2024
80,000,000
Competitive
Franklin -McKinley School District
Election of 2020 General Obligation Bonds, Series C
9/10/2024
23,000,000
Negotiated
Lake Elsinore CFD No 2019-2
Special Tax Bonds, Series 2024
9/4/2024
7,815,000
Negotiated
Menifee CFD No 2022-1
Special Tax Bonds, Series 2024A
9/4/2024
9,465,000
Negotiated
Washington Union School District
2024 Certificates of Participation
8/29/2024
3,335,000
Negotiated
Pajaro Valley Health Care District
General Obligation Bonds (Social Bonds) Series 2024A and Series 2024B 8/27/2024
53,350,000
Negotiated
San Rafael City Elementary School District
Election of 2022 General Obligation Bonds, Series B
8/21/2024
45,000,000
Negotiated
Paradise Unified School District
General Obligation Bonds, 2018 Election, 2024 Series D
8/21/2024
3,200,000
Negotiated
Santa Monica -Malibu Unified School District
General Obligation Bonds of School Facilities Improvement District No. 2 8/13/2024
80,000,000
Negotiated
Pomona Unified School District
2024 Refunding General Obligation Bonds
8/13/2024
27,435,000
Negotiated
Pomona Unified School District
General Obligation Bonds, 2016 Election, Series H
8/13/2024
13,400,000
Negotiated
Ontario Public Financing Authority
Water Revenue Bonds, Series 2024A
8/7/2024
43,955,000
Negotiated
Benicia Unified School District
2024 Refunding General Obligation Bonds
7/30/2024
6,090,000
Negotiated
Fullerton CFD No 2
2024 Special Tax Refunding Bonds
7/25/2024
5,840,000
Negotiated
Sunnyvale School District
General Obligation Bonds, 2018 Election, 2024 Series C
7/23/2024
40,000,000
Negotiated
Live Oak School District
General Obligation Bonds, Election of 2024, Series A
7/18/2024
15,000,000
Negotiated
La Mesa -Spring Valley School District
General Obligation Bonds, 2020 Election, 2024 Series C
7/17/2024
38,000,000
Negotiated
Successor Agency to the Lompoc Redevelopment Agency
Tax Allocation Refunding Bonds, Series 2024
7/9/2024
4,890,000
Negotiated
Harmony Union Elementary School District
General Obligation Bonds, Election of 2024, Series 2024 7/2/2024
4,500,000
Negotiated
Pismo Beach Public Financing Agency
2024 Lease Revenue Bonds _
7/2/2024
39,475,000
Negotiated
Ontario CFD No 66
Special Tax Bonds, Series 2024
6/27/2024
10,345,000
Negotiated
Los Altos School District
General Obligation Bonds, Election of 2014, Series B-2 (Federally Taxable) 6/26/2024
79,000,000
Negotiated
Los Altos School District
General Obligation Bonds, Election of 2014, Series B-1
6/26/2024
6,000,000
Negotiated
Arcata Elementary School District
2024 General Obligation Bonds, Election of 2024, Series A (Bank Qualified) 6/25/2024
4,200,000
Negotiated
Successor Agency to the Dinuba Redevelopment Agency
Tax Allocation Refunding Bonds
6/18/2024
9,235,000
Negotiated
Pacific Elementary School District
General Obligation Bonds, Election of 2024, Series A-2 (Measure J) 6/18/2024
675,000
Negotiated
Pacific Elementary School District
General Obligation Bonds, Election of 2024, Series A-1 (Measure I) 6/18/2024
540,000
Negotiated
Ontario CFD No 35
Special Tax Bonds, Series 2024
6/18/2024
11,225,000
Negotiated
Puente Basin Water Agency
Water Revenue Bonds, Series 2024A
6/13/2024
30,740,000
Negotiated
Santa Ana Financing Authority
Water Revenue Bonds, Series 2024
6/11/2024
44,160,000
Negotiated
Hope Elementary School District
General Obligation Bonds, Election of 2020, Series 2024C 6/6/2024
10,400,000
Negotiated
Los Gatos -Saratoga Joint Union High School District
2024 General Obligation Refunding Bonds
6/4/2024
33,755,000
Negotiated
Benicia Unified School District
General Obligation Bonds, Election of 2024, Series A
5/22/2024
45,000,000
Negotiated
Hueneme Elementary School District
General Obligation Bonds, 2024 Election, Series A
5/22/2024
16,800,000
Negotiated
South Whittier School District
General Obligation Bonds, Election of 2024, Series A
5/21/2024
12000,000
Negotiated
New Haven Unified School District
2024 General Obligation Refunding Bonds
5/16/2024
36,290,000
Negotiated
Pleasant Valley School District
General Obligation Bonds, Election 2018, Series C
5/15/2024
39,000,000
Negotiated
Lawndale Elementary School District
2024 General Obligation Bonds, Election of 2020, Series A 5/15/2024
17,000,000
Negotiated
San Bruno Park School District
General Obligation Bonds, 2018 Election, 2024 Series D
5/14/2024
14,000,000
Negotiated
Shasta-Tehama-Trinity Joint Community College District
2024 General Obligation Refunding Bonds
5/7/2024
11,520,000
Negotiated
EI Monte Union High School District
Election of 2008 General Obligation Bonds, Series F
5/7/2024
14,008,582
Negotiated
EI Monte Union High School District
Election of 2018 General Obligation Bonds, Series C
5/7/2024
20,000,000
Negotiated
Cabrillo Unified School District
2024 General Obligation Refunding Bonds
5/2/2024
11,265,000
Negotiated
Cabrillo Unified School District
Election of 2018 Series C
5/2/2024
21,995,000
Negotiated
Whittier City School District
2024 General Obligation Refunding Bonds
5/1/2024
13,735,000
Negotiated
Monterey Park Financing Authority
Water Revenue Bonds, Series 2024
4/30/2024
20,555,000
Negotiated
Chino CFD No 2003-3
Improvement Area No. 10 2024 Special Tax Bonds
4/25/2024
18,450,000
Negotiated
UFI Transactions Since May 1, 2023 (Response to D-1)
Issuer
Issue Name
Sale Date
Principal Amt
Sale Type
Encinitas Public Financing Authority
2024 Lease Revenue Bonds
4/24/2024
5,690,000
Negotiated
Martinez Unified School District
General Obligation Refunding Bonds, Series 2024
4/22/2024
13,610,000
Negotiated
Shasta Union High School District
2024 General Obligation Bonds, Election of 2016, Series 2024 4/16/2024
7,900,000
Negotiated
Manteca CFD No 2023-1
Improvement Area No. 1 Special Tax Bonds, Series 2024
4/16/2024
5,825,000
Negotiated
Successor Agency to Atascadero RDA
Taxable Tax Allocation Refunding Bonds, Series 2024B
3/27/2024
1,405,000
Negotiated
Successor Agency to Atascadero RDA
Tax Allocation Refunding Bonds, Series 2024A
3/27/2024
15,430,000
Negotiated
Fairfield -Suisun Unified School District
2024 General Obligation Bond Anticipation Notes
3/27/2024
49,996,931
Negotiated
Heber Elementary School District
General Obligation Bonds, Election of 2018, Series B
3/27/2024
1,500,000
Negotiated
Lincoln Unified School District
2024 General Obligation Refunding Bonds
3/27/2024
14,680,000
Negotiated
Heber Elementary School District
2024 Lease Financing
3/21/2024
3,075,000
Negotiated
Madera Unified School District
2024 Refunding Certificates of Participation
3/13/2024
63,045,000
Negotiated
Old Adobe Union School District
2024 General Obligation Bonds, Election of 2018, Series C (Taxable) 3/7/2024
1,440,000
Negotiated
Old Adobe Union School District
2024 General Obligation Bonds, Election of 2018, Series C 3/7/2024
12,060,000
Negotiated
Sequoia Union High School District
2024 General Obligation Refunding Bonds
3/6/2024
61,020,000
Negotiated
Sequoia Union High School District
General Obligation Bonds, Election of 2022, Series 2024 3/6/2024
80,000,000
Negotiated
Sebastopol Union School District
2024 General Obligation Bonds, Election of 2020, Series B (Bank Qualified) 2/22/2024
6,000,000
Negotiated
Greenfield Union School District (Monterey County)
2024 Certificates of Participation
2/8/2024
11,445,000
Negotiated
San Rafael City High School District
General Obligation Bonds, Election of 2022, Series B
2/7/2024
55,000,000
Negotiated
Dos Palos -Oro Loma Joint Unified School District
2024 Lease Financing
2/1/2024
2,325,000
Negotiated
Oceanside
Lease Purchase Agreement
1/30/2024
20,939,222
Negotiated
Roseland Elementary School District
General Obligation Bonds, Election of 2020, Series B
1/30/2024
3,000,000
Negotiated
Lake Elsinore CFD 2006-4 (Rosetta Hills)
Special Tax Bonds, Series 2024
1/23/2024
5,090,000
Negotiated
San Juan Unified School District
General Obligation Refunding Bonds
1/18/2024
105,935,000
Negotiated
Guadalupe Union School District
General Obligation Bonds, Election of 2022, Series A (Measure W2022) 1/18/2024
6,562,247
Negotiated
Guadalupe Union School District
General Obligation Bonds, Election of 2022, Series A ((Measure V2022) 1/18/2024
6,672,794
Negotiated
San Juan Unified School District
General Obligation Bonds, Election of 2016, Series 2024 1/18/2024
125,000,000
Negotiated
Geyserville Unified School District
General Obligation Bonds, Election of 2020, Series C (Bank Qualified) 1/17/2024
7,000,000
Negotiated
Reef -Sunset Unified School District
General Obligation Bonds, Election of 2012, Series C (Bank Qualified) 1/10/2024
1,778,682
Negotiated
Beaumont CFD No 2021-1 (Fairway Canyon)
2024 Special Tax Bonds
1/9/2024
14,550,000
Negotiated
McCabe Union Elementary School District
2023 Lease Financing (Energy Efficiency Projects)
12/21/2023
7,619,000
Negotiated
Alameda Public Financing Authority
2023 Lease Revenue Bonds
12/14/2023
14,565,000
Negotiated
Desert Hot Springs CFD No 2006-1
Improvement Area 1 Special Tax Bonds, Series 2023
12/13/2023
1,970,000
Negotiated
Rialto Public Financing Authority
Lease Revenue Bonds, 2023 Series A
12/12/2023
56,525,000
Negotiated
Meadows Union Elementary School District
2023 Lease Financing _
12/12/2023
1,399,000
Negotiated
Bellevue Union School District
2023 General Obligation Bonds, Election of 2020, Series C 12/12/2023
10,525,000
Negotiated
Windsor Unified School District
2023 General Obligation Refunding Bonds (Bank Qualified) 12/5/2023
6,470,000
Negotiated
Parlier Unified School District
General Obligation Bonds, Election of 2020, Series C (Bank Qualified) 11/29/2023
3,000,000
Negotiated
Ukiah Unified School District
General Obligation Bonds, Election of 2020, Series C
11/28/2023
_ 25,000,000
Negotiated
Oakland Unified School District
General Obligation Bonds (Election of 2020), Series 2023B (Federally Taxable) 11/9/2023
12,100,000
Negotiated
Oakland Unified School District
General Obligation Refunding Bonds, Series 2023B (Federally Taxable) 11/9/2023
5,340,000
Negotiated
Oakland Unified School District
General Obligation Refunding Bonds, Series 2023A
11/9/2023
76,545,000
Negotiated
Coachella.
2023 Equipment Lease Financing
11/9/2023
7,257,601
Negotiated
Oakland Unified School District
General Obligation Bonds (Election of 2020), Series 2023A 11/9/2023
172,900,000
Negotiated
Scotts Valley Unified School District
2023 Certificates of Participation
11/8/2023
6;950,000
Negotiated
Chino CFD No 2021-1
2023 Special Tax Bonds
11/2/2023
7,085,000
Negotiated
Taft City School District
General Obligation Bonds, Election of 2012, Series C (Bank Qualified) 10/26/2023
8,599,121
Negotiated
Santa Monica -Malibu Unified School District
General Obligation Bonds of SFID No. 1 Election of 2018, Series C 10/12/2023
175,000,000
Negotiated
MurocJoint Unified School District
Election of 2022 General Obligation Bonds
10/4/2023
6,500,000
Negotiated
Modoc Joint Unified School District
2023 Certificates of Participation
10/1/2023
6,070,000
Negotiated
Ojai Unified School District
General Obligation Bonds, Election of 2020, Series B
9/27/2023
20,000,000
Negotiated
Inglewood
Pension Obligation Bonds, Series 2023 (Federally Taxable) 9/26/2023
42,295,000
Negotiated
Franklin -McKinley School District
Election of 2020 General Obligation Bonds Series B
9/26/2023
30,000,000
Negotiated
Simi Valley Unified School District
General Obligation Bonds, Election of 2016, Series D
9/12/2023
49,000,000
Negotiated
Lemoore Union Elementary School District
General Obligation Bonds, Election of 2018, Series 2023 9/7/2023
4,230,000
Negotiated
Pacheco Union School District
2023 Certificates of Participation (Bank Qualified)
9/7/2023
4,255,000
Negotiated
Piner-Olivet Union School District
General Obligation Bonds, Election of 2010, Series 2023 9/6/2023
5,965,000
Negotiated
Successor Agency to the Redding Redevelopment Agency
Tax Allocation Refunding Bonds, Series 2023
8/29/2023
7,545,000
Negotiated
Lake Elsinore CFD No 2006-8
Special Tax Bonds Series 2023
8/29/2023
3,615,000
Negotiated
Wheatland Union High School District
General Obligation Bonds, Election of 2022, Series A (Bank Qualified) 8/29/2023
5,000,000
Negotiated
Menifee CFD No 2021-2
(Sumac Ridge) Special Tax Bonds, Series 2023A
8/23/2023
10,050,000
Negotiated
San Lucas Union Elementary School District
General Obligation Bonds, Election of 2023, Series A (Bank Qualified) 8/15/2023
2,000,000
Negotiated
Menifee CFD No 2021-1
(Banner Park) Special Tax Bonds, Series 2023A
8/8/2023
6,435,000
Negotiated
La Mesa -Spring Valley School District
General Obligation Bonds, 2020 Election, 2023 Series B
8/8/2023
50,000,000
Negotiated
Orange Center School District
2023 General Obligation Bonds, Election of 2022, Series A (Bank Qualified) 7/20/2023
5,000,000
Negotiated
Red Bluff Union Elementary School District
Certificates of Participation (2023 Energy Efficiency Projects) 7/19/2023
7,495,000
Negotiated
Inglewood
Pension Obligation Bond Anticipation Notes, Series 2023 (Federally Taxable) 7/18/2023
12,742,000
Negotiated
Newport Beach
Limited Obligation Improvement Bonds 2023 Series A
7/18/2023
23,625,000
Negotiated
Newport Beach
Limited Obligation Improvement Bonds 2023 Series A
7/18/2023
2,505,000
Negotiated
Fremont Union High School District
2024 General Obligation Refunding Bonds (Forward Delivery) 7/18/2023
32,605,000
Negotiated
Mill Valley School District
General Obligation Bonds, 2022 Election, Series A
6/29/2023
_ 22,600,000
Negotiated
Rio Elementary School District
2023 Bond Anticipation Notes
6/29/2023
14,996,769
Negotiated
Rio Elementary School District
General Obligation Bonds, Election of 2022, Series A
6/29/2023
12,995,538
Negotiated
Rio Elementary School District
General Obligation Bonds, Election of 2018, Series G
6/29/2023
2,860,000
Negotiated
Menifee CFD No 2022-1
Quartz Ranch 2023 Special Tax Bonds
6/28/2023
11,525,000
Negotiated
McFarland
Water and Wastewater Revenue Refunding Bonds, Series 2023 6/15/2023
5,076,000
Negotiated
Hanford Joint Union High School District
Election of 2016 General Obligation Bonds, Series C
6/13/2023
9,000,000
Negotiated
Los Alamitos Unified School District
2018 General Obligation Bonds
6/8/2023
20,000,000
Competitive
UFI Transactions Since May 1, 2023 (Response to D-1)
Issuer
Le Grand Union High School District
Issue Name
General Obligation Bonds, Election of 2020, Series B (Bank Qualified) Sale Date
6/6/2023
Principal Amt
2,000,000
Sale Type
Negotiated
Shasta-Tehama-Trinity Joint Community College District
Election of 2016 General Obligation Bonds
6/6/2023
19,000,000
Negotiated
Hueneme Elementary School District
General Obligation Bonds, 2018 Election, Series C
5/31/2023
2,000,000
Negotiated
Ocean View School District (Ventura Co)
2023 General Obligation Refunding Bonds
5/26/2023
3,323,439
Negotiated
Fremont Union High School District
General Obligation Bonds (Election of 2022), Series 2023 5/23/2023
100,000,000
Negotiated
Fremont Union High School District
General Obligation Bonds (Election of 2018), Series 2023 5/23/2023
110,000,000
Negotiated
Terra Bella Union Elementary School District
2023 Certificates of Participation
5/16/2023
6,455,000
Negotiated
Farmersville Unified School District
General Obligation Bonds, Election of 2022, Series A
5/11/2023
3,000,000
Negotiated
Upland CFD No 2022-1
Enclave at Upland 2023 Special Tax Bonds
5/10/2023
4,305,000
Negotiated
Beaumont CFD No 2016-3
2023 Special Tax Bonds (Sundance)
5/9/2023
8,800,000
Negotiated
New Haven Unified School District
General Obligation Bonds, Election of 2014, Series D
5/9/2023
20,000,000
Negotiated
Kings River -Hardwick School District
2023 Certificates of Participation
5/4/2023
3,955,000
Negotiated
West Sonoma County Union High School District
General Obligation Bonds, Election of 2018, Series C
5/2/2023
24,000,000
Negotiated
City of Beaumont
Proposal for Financial Advisory Services June 13, 2025
Appendix C: Required Forms
q'fuFt
29
City of Beaumont Staff Extension and
Request for Proposal
BEAUMONT
-CALIFORNIA-
Project management Services
Bidder shall respond to each of the questions below by checking the appropriate box and provide supplemental information as needed. Failure to fully and truthfully disclose the information required by this disclosure form may result in the disqualification of your submittal from consideration or termination of the contract, once awarded.
Debarment / Suspension Information — Has the Respondent or any of its principals been debarred or suspended from contracting with any public entity?
n YES NO
If "YES", in an attachment to this form identify the public entity and the name and current phone number of a representative of the public entity familiar with the debarment or suspension and state the reason for or circumstances surrounding the debarment or suspension, including but not limited to the period of time for such debarment or suspension.
Surety Information — Has the Respondent or any of its principals ever had a bond or surety cancelled or forfeited?
R YES
FIN()
If "YES", in an attachment to this form identify the name of the bonding company, date, amount of bond and reason for such cancellation or forfeiture.
Bankruptcy Information — Has the Respondent or any of its principals ever been declared bankrupt or filed for protection from creditors under State or Federal proceeding in the last seven (7) years? R YES �TO
If "YES", in an attachment to this form identify the date, court, jurisdiction, case number, amount of liabilities and amount of assets.
Signature
Michael Busch
Chief Strategy Officer
Title
6/13/2025
Printed Name Date
COMPANY NAME: Urban Futures, Inc.
City of Beaumont Staff Extension and
Request for Proposal
Project management Services
BEAUMONT
-CALIFORNIA-
LITIGATION DISCLOSURE FORM
Bidder shall respond to each of the questions below by checking the appropriate box and provide supplemental information as needed. Failure to fully and truthfully disclose the information required by this disclosure form may result in the disqualification of your submittal from consideration or termination of the contract, once awarded.
Have you or any member of your Firm or Team to be assigned to this contract ever been indicted or convicted of a felony or a misdemeanor involving theft or moral turpitude in the last five (5) years? ❑ YES ❑ NO
Have you or any member of your Firm or Team to be assigned to this contract ever been terminated (for cause or otherwise) from any work being performed for the City of Beaumont or any other Federal, State or Local Government?
❑ YES ❑ NO
Have you or any member of your Firm or Team to be assigned to this contract ever been involved in any claim or litigation with the City of Beaumont or any other Federal, State or Local Government during the last ten (10) years?
❑ YES p NO
If you answered "YES", to any of the above questions, in an attachment to this form, please indicate the name(s) of the person(s), the nature, and status and/or outcome of the information, indictment, conviction, termination, claim or litigation, as applicable.
Chief Strategy Officer
Signature Title
Michael Busch 6/13/2025
Printed Name Date
COMPANY NAME: Urban Futures, Inc.
City of Beaumont
Request for Proposal
BEAUMONT
-CALIFORNIA-
REFERENCES
Staff Extension and
Project management Services
List minimum of (3) California customers, excluding the City of Beaumont, for whom your company has provided service(s) of a similar scope as this Request for Proposal, during the past three years. Include the length of any contracts listed. Consultants may make multiple copies of this document as needed.
The following questions are asked to enable the evaluation team to assess the qualifications of Consultants under consideration for final award. This information may or may not be a determining factor in award of this solicitation.
Company Name: City of Lake Elsinore
Company Address: 130 S. Main Street
City/State/Zip: Lake Elsinore, CA, 92530
Contact Person: Jason Simpson, City Manager Telephone #: (951) 674-3124 Ext. 211 Email: [email protected]
Date of Service: 2014 - Present
Name of Project: Various municipal advisory and consulting assignments since 2014 Type of Service Provided: MA services for LRBs, CFD and TABs; Forecast, Affordable Housing/ AB 341 analysis, Economic Development, EIFD, Pension Study Company Name: City of Ontario
Company Address: 200 North Cherry Avenue
City/State/Zip: Ontario, CA 91764
Armen Harkalyan, Executive
Contact Person: Director of Finance
Email: [email protected]
Telephone #: (909) 395-2355
Date of Service: 2024 - Present
Name of Project: Most recent: $192 million 2025 lease revenue bonds Type of Service Provided: MA services for 2025 Lease Revenue Bonds, 2024 Water Revenue Bonds, Various CFD Bond Issues and CFD Formations
Company Name: City of Desert Hot Springs
Company Address: 65950 Pierson Blvd.
City/State/Zip: Desert Hot Springs, CA 92240
Contact Person: Doria Williams, City Manager Telephone #: (760) 329-6411 Ext 260 Email: [email protected] Date of Service: 2008 - present Name of Project: Most Recent: Skyborne CFD Special Tax Revenue Bonds Type of Service Provided: MA services for lease revenue bonds, CFDs, COPs, TABs; financial forecast, pension study, economic deve_opment proposa analysis
City of Beaumont
Proposal for Financial Advisory Services June 13, 2025
Appendix D: SEC Form MA
?'/UFI
30
FORM MA OMB APPROVAL
ANNUAL UPDATE OF MUNICIPAL ADVISOR
REGISTRATION FOR BUSINESS ENTITIES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
OMB Number: 3235-0681
Estimated average burden hours per
response: 1.5
Form MA Applicant's Information
CIK
CCC
Submission Contact Information
0001615094
Contact Person for this Filing
Contact Phone
Contact Email Address
Contact Email Address
Kenneth McManus
973-618-9508
[email protected]
[email protected]
Please read the General Instructions for this form and other forms in the MA series, as well as its subsection, "Specific Instructions for Certain Items in Form MA," before completing this form. All italicized terms herein are defined or described in the Glossary of Terms appended to the General Instructions.
Part I
This form must be completed by municipal advisors that are organized entities, including sole proprietors (referred to herein as "municipal advisory firms" or "firms," unless the context indicates otherwise).
WARNING:
Complete this form truthfully. False statements or omissions may result in denial of application, revocation of registration, administrative or civil action, or criminal prosecution. Form MA must be amended promptly upon the occurrence of certain material events, and updated at least annually, within 90 days of the end of the municipal advisor's fiscal year, or, if a sole proprietor, the municipal advisor's calendar year. See General Instruction 8.
Type of Filing:
This is an:
Check the appropriate box.
Initial application to register as a municipal advisor with the SEC.
Execution Page: After completing this form, you must complete the Execution Page.
Supporting Documentation: If you are required to make reportable disclosures in the Disclosure Reporting Pages, you must attach the supporting documentation.
Non -Resident Applicants: If you are a non-resident of the United States, certain additional requirements must be met at the time of filing your application, or processing of your application may be delayed.
See General Instruction 2.c. and subsection "General Instructions to Form MA -NR" of the General Instructions.
''Annual update of municipal advisor's Form MA, for fiscal year ended 06-30-2024 , or, if a sole proprietor, for calendar year ended December 31,
Execution Page: After completing this form, you must complete the Execution Page.
Changes: Are there any changes in this annual update to information provided in the municipal advisor's most recent Form MA, other than the updated Execution Page? °Yes No Amendment (other than annual update) to any part of the municipal advisor's most recent Form MA.
Execution Pages: After completing this form, you must complete the Execution Page.
Item 1 Identifying Information
A. FuII Legal Name of the Firm
(1) Firm Name: URBAN FUTURES, INC.
Organization CRD No.,if any:
(2) Sole Proprietor: If the applicant is a Yes ° No
sole proprietor, check here, and
provide full last name, first name,
middle name, and suffix, if any:
(3) Name Change: If full legal name
has changed since the municipal
advisor's most recent Form MA, check
here and provide the previous full legal
name.
Yes ° No
(specify)
B. Doing -Business -As (DBA) Name
(1) If the name under which municipal
advisor -related business is primarily
conducted is different from Item 1-A.,
check here and provide the DBA
name.
(2) Previous DBA Name: If name
under which municipal advisor -related
business is primarily conducted has
changed since the municipal advisor's
most recent Form MA, check here and
provide the previous name under
which the municipal advisor -related
business was primarily conducted.
(3) Additional Names:
(a) Is municipal advisor -related
business conducted under any
additional names?
(b) List any additional names on
Section 1-B of Schedule D.
Yes No
Yes° No
° Yes No
C. (1) IRS Employer Identification Number: 95-2811192
D. Registrations
(1) Form MA -T Registration: Was the ° Yes No
applicant previously registered on
Form MA -T as a municipal advisor?
If "Yes", enter the SEC File No. MA-
T:
866-00057-00
(2) Other Registrations: Is the applicant registered as or with any of the following? Check all that apply. For each registration box you checked, provide the requested file number(s). An applicant firm should NOT provide the organization CRD number, or other specified number, of any of its organizational affiliates, or the individual CRD number of its officers, employees, or natural person affiliates.
OMunicipal Advisor SEC File No.:
867-00395
El Municipal Securities Dealer SEC File No.:
CI Broker -Dealer SEC File No.:
Organization CRD No.:
Dlnvestment Adviser
❑r SEC -Registered
H Exempt Reporting Adviser
SEC File No.:
Organization CRD No.:
SEC File No.:
Organization CRD No.:
H Registered in US State or Other Organization CRD No.:
US Jurisdiction
Investment Adviser Registration in a US State or Other US Jurisdiction: If predecessor municipal advisory firm is registered in a US state or other jurisdiction as an investment adviser, enter the organization CRD Number above. In the table below, select each US state or jurisdiction in which the predecessor municipal advisory firm is so registered.
Check All That Apply:
US State or Jurisdiction (Code)
US State or Jurisdiction (Code)
(MT)
El Alabama (AL)
E Alaska (AK)
III Arizona (AZ)
I] Arkansas (AR)
© California (CA)
E Colorado (CO)
El Connecticut (CT)
7 Delaware (DE)
© District of Columbia (DC)
EI Florida (FL)
▪ Georgia (GA)
Guam (GU)
▪ Hawaii (HI)
© Idaho (ID)
D Illinois (IL)
I] Indiana (IN)
Iowa (IA)
Kansas (KS)
EI Kentucky (KY)
© Louisiana (LA)
1 Maine (ME)
ID Maryland (MD)
El Massachusetts (MA)
I] Michigan (MI)
r❑ Minnesota (MN)
Mississippi (MS)
El Missouri (MO)
D Government Securities Broker -
Dealer
▪ Other SEC Registration
(Specify):
O Another federal or state
regulator(Specify):
(3) Additional Registrations:
(a) Does the applicant have any
additional registrations that are not
listed in subsection (2)?
(b) List any such additional
registrations on Section 1-D of
Schedule D.
SEC File No.:
Bank Identifier:
LE Nebraska (NE)
Nevada (NV)
72 New Hampshire (NH)
Li New Jersey (NJ)
E1 New Mexico (NM)
Li New York (NY)
E North Carolina (NC)
North Dakota (ND)
- Ohio (OH)
Oklahoma (OK)
Oregon (OR)
Pennsylvania (PA)
Puerto Rico (PR)
LI Rhode Island (RI)
South Carolina (SC)
South Dakota (SD)
- Tennessee (TN)
J Texas (TX)
Utah (UT)
Vermont (VT)
Virgin Islands (VI)
I Virginia (VA)
Washington (WA)
Wisconsin (WI)
West Virginia (WV)
SEC File No. (if any):
EDGAR CIK (if any):
Registration No. (if any):
Yes °No
E. Principal Office and Place of Business
(1) Address: Do not use a P.O. Box.
Street Address 1:
Street Address 2:
City:
State/Country:
Postal Code:
Telephone Number at this location:
Fax Number (if any) at this location:
1470 Maria Lane
SUITE 315
Vralnut Creek
CALIFORNIA
94596
9x25-478-7450
925-478-7697
For non -US telephone and fax numbers, include country code with area code and local number.
Is this address a private residence? A Yes No
private residential address will not be
included in publicly available versions
of this registration form.
(2) Additional Offices:
(a) Is municipal advisor -related
business conducted at any office(s)
other than applicant's principal office
and place of business listed above?
(b) If "Yes," list the five largest such
additional offices on Section 1-E of
Schedule D.
(3) Mailing Address: Is the mailing
address different from principal office
and place of business address in Item
1-E(1)?
If "Yes," complete this item.
Yes No
Yes ° No
Is this address a private residence? A Yes No
private residential address will not be
included in publicly available versions
of this registration form.
F. Website
(1) Provide the address of the applicant's principal website (if any):
(specify) www.urbanfuturesinc.com
(2) Does the applicant have any Yes ° No
additional websites?
(3) Total number of additional websites
(specify)
(4) List all additional website
addresses on Section 1-F of
Schedule D.
G. If the applicant has a Chief Compliance Officer, provide his or her name and contact information Please note that the applicant must provide name and contact information for either a Chief Compliance Officer in Question 1.G., or another contact person in Question 1.H below. Both may be provided.
Enter all the letters of each name and not initials or other abbreviations. If no middle name, enter NMN on that line.
Last Name:
First Name:
Middle Name:
Other title(s), if any:
Street Address 1:
Street Address 2:
McManus
Kimberly
Marie
President ARS
101 Eisenhower Parkway
Suite 107
City:
State/Country:
Postal Code:
For non -US telephone and fax
numbers, include country code with
area code and local number.
Telephone Number:
Fax Number:
E-mail Address of Chief Compliance
Officer:
'Roseland
NEW JERSEY
07068
973-618-9500
973-618-9501
[email protected]
H. Contact Person
If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this form, provide the name and contact information for that person :
Please note that the applicant must provide name and contact information for either a Chief Compliance Officer in Question 1.G., or another contact person in Question 1.H below. Both may be provided.
Enter all the letters of each name and not initials or other abbreviations. If no middle name, enter NMN on that line.
Last Name:
First Name:
Middle Name:
Other title(s), if any:
Street Address 1:
Street Address 2:
City:
State/Country:
Postal Code:
For non -US telephone and fax
numbers, include country code with
area code and local number.
Telephone Number:
Fax Number:
Pickett
Jeff
'Robert
Principal
1470 MARIA LANE
SUITE 315
ALNUT CREEK
'CALIFORNIA
94596
91925-478-7450
925-478-7697
E-mail Address of Contact Person: [email protected] I. Location of Books and Records
(1) Does the applicant maintain, or
intend to maintain, some or all of the
books and records required to be kept
under MSRB rules and SEC rules at a
location other than the principal office
and place of business address listed in
Item 1-E?
(2) If "Yes," list all such locations in
Section 1-I of Schedule D.
Yes No
J. Foreign Financial Regulatory Authorities
(1) Is the applicant registered with a
foreign financial regulatory authority?
Answer "no" even if affiliated with a
business that is registered with a
foreign financial regulatory authority.
(2) If "Yes," list all such registrations in
Section 1-J of Schedule D.
Yes No
K. Business Affiliates of the Applicant
(1) Is the applicant affiliated with any
other domestic or foreign business
entities?
-Yes°No
(2) If "Yes," provide the names of all
such affiliates and any applicable
registrations in Section 1-K of
Schedule D .
Item 2 Form of Organization
A. Applicant's form of organization
If this is not an initial application, and the applicant's form of organization has changed since the applicant's most recent Form MA, see Instruction 8 of the General Instructions.
Corporation Sole Proprietorship Limited Liability Partnership (LLP) Partnership Limited Liability Company (LLC) Limited Partnership (LP) Other (specify)
B. Month of Applicant's Annual Fiscal Year End
(Sole proprietors are not required to June
complete this subpart B.)
C. State, Other US Jurisdiction, or Foreign Jurisdiction Under Which Applicant is Organized If the applicant is a corporation or limited liability company, indicate the state or jurisdiction where the applicant is incorporated. If the applicant is a partnership, indicate the name of the state or jurisdiction under the laws of which the partnership was formed. If applicant is a sole proprietor, indicate the state or jurisdiction in which applicant resides.
If this is not an initial application for registration, and the applicant's information has changed since the applicant's most recent Form MA, see General Instruction 8.
Enter the full name of the U.S.
jurisdiction, or the full name, in
English, of the foreign jurisdiction:
CA
D. Date of Organization: 08-22-1972
E. Public Reporting Company
(1) Is the applicant a public reporting
company under Sections 12 or 15(d)
of the Securities Exchange Act of
1934?
Item 3 Successions
Yes No
A. Is the applicant, at the time of this filing, succeeding to the business of a registered municipal advisor? If this succession was previously reported on Form MA, do not report the succession again. Instead, check "No." See Instruction 1 of the Specific Instructions for Form MA included in the General Instructions.
Yes No
If "Yes" enter the Date of Succession:
B. If "Yes," in Item 3.A., complete Section 3 of Schedule D.
If "Yes," in Item 3.A., complete
Section 3 of Schedule D.
Item 4 Information About Applicant's Business
Note: Instruction 2 of the Specific Instructions for Certain Items in Form MA included in the General Instructions provides guidance for newly formed municipal advisors completing this Item 4.
Employees
If the applicant is organized as a sole proprietorship, include the sole proprietor as an employee.
A. Number of Employees:
Approximate number of employees of applicant. Include full- and part-time 17 employees, but do not include clerical, administrative, or support workers (or workers performing similar functions): (If none, enter a zero.):
B. Municipal Advisory Activities:
Approximately how many of these employees engage in municipal advisory 16 activities? (Include such employees even if they perform other functions in addition to engaging in municipal advisory activities.) If none, enter a zero.
C. Registered Representatives
(1) Approximately how many of the employees who are included in the response to part B are registered representatives of a broker -dealer? If none, enter a zero. (2) Approximately how many are investment adviser representatives? If none, enter a zero.
D. Firms and Other Persons that Solicit on Behalf of the Applicant Approximately how many firms and other persons who are not employed by the applicant and who are not otherwise associated persons of the applicant solicit clients on the applicant's behalf? (If none, enter a zero. Count a firm only once; do not count each of the firm's employees that solicits on the applicant's behalf.) Please list the names of these firms and other persons on Section 4-D of Schedule D.
E. Employees Also Acting as Affiliates of the Applicant (1) Does the applicant have any employees that also do business independently on the applicant's behalf as affiliates of the applicant?
(2) Total number of such employees:
(3) List the names of these employees on Section 4-E of Schedule D.
Clients
F. Types of Clients
Approximately how many clients did the applicant serve in the context of its municipal advisory activities during its most -recently completed fiscal year? (If none, enter a zero and check box 5 below).
o
o
o
YES ° NO
360
The applicant has the following types of clients:
Check all that apply.
4 (1) Municipal Entities
(2) Non-profit organizations (e.g., 501(c)(3) organizations) who are obligated persons (3) Corporations or other businesses not listed above who are obligated persons (4) Other: (specify)
(5) Not applicable - applicant engages only in solicitation; does not serve clients in the context of its municipal advisory activities G. Solicitations Of Municipal Entities and Obligated Persons Approximately how many municipal entities and obligated persons were solicited by the applicant on behalf of a third -party during its most -recently completed fiscal year? (If the applicant solicits its clients in addition to serving these clients in the context of its municipal advisory activities, the clients should be counted in the response to this Part G even if counted in Part F.) (1) Municipal Entities: 0
If none, enter a zero.
(2) Obligated Persons: o
If none, enter a zero
(3) Total: 0
H. Types of Persons Solicited
The applicant solicits the following types of persons:
Check all that apply.
(1) Public pension funds
(2) 529 Plans
(3) Local government investment pools
- (4) State government investment pools
(5) Hospitals
- (6) Colleges
(7) Other: (specify)
(8) Not applicable — applicant only serves clients; does not engage in solicitation in the context of its municipal advisory activities Compensation Arrangements
I. Applicant is compensated for its advice to or on behalf of municipal entities or obligated persons with respect to municipal financial products or the issuance of municipal securities by:
Check all that apply.
41. (1) Hourly charges
I (2) Fixed fees (not contingent on the issuance of municipal securities) (3) Contingent fees
- (4) Subscription fees (for a newsletter or other publications) (5) Other: (specify)
(6) Not applicable — applicant engages only in solicitation; does not serve clients in the context of its municipal advisory activities J. Applicant is compensated for its solicitation activities by:
Check all that apply.
(1) Hourly charges
(2) Fixed fees (not contingent on the success of solicitations) (3) Contingent fees
(4) Subscription fees (for a newsletter or other publications) (5) Other: (specify)
(6) Not applicable; applicant only serves clients; does not engage in solicitation as part of its municipal advisory activities K. Does the applicant receive compensation, in the context of its municipal advisory activities, from anyone other than clients?
YES 4 NO
If "Yes", please explain:
Applicant's Business Relating to Municipal Securities
L. Applicant is engaged in the following types of activities:
Check all that apply.
(1) Advice concerning the issuance of municipal securities (including, without limitation, advice concerning the structure, timing, terms and other similar matters, such as the preparation of feasibility studies, tax rate studies, appraisals and similar documents, related to an offering of municipal securities)
(2) Advice concerning the investment of the proceeds of municipal securities (including, without limitation, advice concerning the structure, timing, terms and other similar matters concerning such investments) (3) Advice concerning municipal escrow investments (including, without limitation, advice concerning their structure, timing, terms and other similar matters)
El (4) Advice concerning the investment of other funds of a municipal entity (including, without limitation, advice concerning the structure, timing, terms and other similar matters concerning such investments) O (5) Advice concerning guaranteed investment contracts (including, without limitation, advice concerning their structure, timing, terms and other similar matters)
O (6) Advice concerning the use of municipal derivatives (including, without limitation, advice concerning their structure, timing, terms and other similar matters)
O (7) Solicitation of investment advisory business from a municipal entity or obligated person (including, without limitation, municipal pension plans) on behalf of an unaffiliated broker, dealer, municipal advisor or investment adviser (e.g., third party marketers, placement agents, solicitors, and finders)
LJ (8) Solicitation of business other than investment advisory business from a municipal entity or obligated person on behalf of an unaffiliated person or firm (e.g., third party marketers, placement agents, solicitors, and finders) O (9) Advice or recommendations concerning the selection of other municipal advisors or underwriters with respect to municipal financial products or the issuance of municipal securities
O (10) Brokerage of municipal escrow investments
▪ (11) Other: (specify)
Advice regarding economic development,budget planning and development and financial planning.
Item 5 Other Business Activities
A. Applicant is actively engaged in business in or as a:
Is Applicant Actively
Engaged?
Check all that apply.
1. Broker -dealer, municipal securities dealer or
government securities broker or dealer
2. Registered representative of a broker -dealer
3. Commodity pool operator (whether registered
or exempt from registration)
4. Commodity trading advisor (whether
registered or exempt from registration)
5. Futures commission merchant
6. Major swap participant
7. Major security -based swap participant
8. Swap dealer
9. Security -based swap dealer
10. Trust company
Is this Applicant's
Primary
Business(es)?
Check all that apply.
11. Real estate broker, dealer, or agent ❑
12. Insurance company, broker, or agent
13. Banking or thrift institution (including a
separately identifiable department or division of a
bank)
14. Investment adviser (including financial
planners)
15. Attorney or law firm (Jurisdiction(s) where 11I
licensed)
Jurisdiction(s) where licensed (specify)
16. Accountant or accounting firm (Jurisdiction(s) Cl ❑D where licensed)
Jurisdiction(s) where licensed (specify)
17. Engineer or engineering firm CI ❑D
Jurisdiction(s) where licensed
18. Other financial product advisor
(specify)
B. Other Business
(1) Is applicant actively engaged in any other
business not listed in Part A of this Item (other
than engaging in municipal advisory activities)?
(2) If "Yes" to Part B-1., is this other business
applicant's primary business?
(3) If "Yes" to Part B-2., describe the other
business on Section 5-B of Schedule D.
n
Yes No
Yes o No
Item 6 Financial Industry and Other Activities of Associated Persons A. Applicant has one or more associated persons that is a:
Check all that apply.
"Associated Person" herein refers to a person who is an associated person of a municipal advisor. Note that "associated person" includes employees and persons with control over the municipal advisor that do not themselves engage in municipal advisory activities, but does not include employees that are performing solely clerical, administrative, support or other similar functions. Note also that more than one box may be applicable to any such associated person. For example, if an associated person is both a swap dealer and security -based swap adviser, check both boxes (4) and (5) below. (1) Broker -dealer, municipal securities dealer, or government securities broker or dealer (2) Investment company (including mutual funds)
- (3) Investment adviser (including financial planners) (4) Swap dealer
(5) Security -based swap dealer
- (6) Major swap participant
-- (7) Major security -based swap participant
(8) Commodity pool operator (whether registered or exempt from registration) - (9) Commodity trading advisor (whether registered or exempt from registration) - (10) Futures commission merchant
(11) Banking or thrift institution
- (12) Trust company
- (13) Accountant or accounting firm
(14) Attorney or law firm
(15) Insurance company or agency
- (16) Pension consultant
(17) Real estate broker or dealer
(18) Sponsor or syndicator of limited partnerships
(19) Engineer or engineering firm
(20) Other municipal advisor
Total Associated Persons:
Provide the total number of such associated
persons:
Provide the total number of such associated persons, not the number of boxes checked. For example, if the applicant's associated persons are 2 broker -dealers, 1 investment company, and 2 pension consultants, then 3 boxes would be checked in Item 6-A.1 to 20, while the total number of such associated persons entered in Item 6-A., Total Associated Persons, would be 5. If there are no associated persons, enter 0 (zero).
B. Applicant must list all such associated persons, including foreign associated persons, on Section 6 of Schedule D.
If Item 6-A. Total Associated Persons, is 2 or more, the applicant must complete a separate Section 6 of Schedule D for each associated person.
Item 7 Participation or Interest of Applicant, or of Associated Persons of Applicant, in Municipal Advisory Client or Solicitee Transactions
Proprietary Interest in Municipal Advisory Client or Solicitee Transactions A. Does applicant or any associated person:
(1) buy securities or other investment or derivative products for itself from clients or Yes ° No solicitees in the context of its municipal advisory activities, or sell securities it owns to such clients or solicitees?
(2) buy or sell for itself securities (other than shares of mutual funds) or other investment or derivative products that the applicant also recommends to such clients or solicitees?
(3) enter into derivatives contracts with such clients or solicitees? (4) recommend securities or other investment or derivative products to such clients or solicitees in which applicant or any associated person has some other proprietary (ownership) interest (other than those mentioned in Items 7-A(1), (2) or (3) above)? Sales Interest in Client or Solicitee Transactions
B. Does applicant or any associated person:
(1) recommend purchases of securities or derivatives to clients or solicitees that are served by the applicant or associated person, for which the applicant or any associated person serves as underwriter, general or managing partner, or purchaser representative?
(2) recommend purchases or sales of securities or derivatives to such clients or solicitees in which applicant or any associated person has any other sales interest (other than the receipt of sales commissions as a broker or registered representative of a broker -dealer)?
Yes °No
Yes °No
Yes °No
Yes °No
Yes °No
Investment or Brokerage Discretion
C. Does applicant or any associated person have discretionary authority to determine the:
(1) securities or other investment or derivative products to be bought or sold for the Yes ° No account of a client or solicitee?
(2) amount of securities or other investment or derivative products to be bought or Yes "O No sold for the account of such a client or solicitee?
(3) (a) broker or dealer to be used for a purchase or sale of securities or other Yes ° No investment or derivative products for the account of such a client or solicitee? (b) If "Yes," are any of the brokers or dealers associated persons? - Yes No (4) commission rates or other fees to be paid to a broker or dealer for such a client's or solicitee's securities transactions or transactions in other investment or derivative products?
D.
(1) Does applicant or any associated person recommend brokers, dealers or investment advisers to clients or solicitees in the context of its municipal advisory activities?
(2) If "Yes," is any such broker, dealer, or investment adviser an associated person? Yes °No
° Yes No
Yes' No
In responding to Items 7-E and 7-F below, consider all cash and non -cash compensation that the applicant or an associated person gave or received from any person in exchange for referrals of such clients or solicitees, including any bonus that is based, at least in part, on the number or amount of such referrals.
E. Does the applicant or any associated person, directly or indirectly, compensate any person for referrals of clients or solicitees in connection with municipal advisory activities? Yes °'No
F. Does the applicant or any associated person, directly or indirectly, receive compensation from any person for referrals of clients or solicitees in connection with municipal advisory activities? Yes No
Item 8 Owners, Officers and Other Control Persons
A. Identifying Owners, Officers and Other Control Persons (1) In this Item, identify every person that, directly or indirectly, controls the applicant, or that the applicant directly or indirectly controls. (a) If this is an initial application, the applicant must complete Schedule A and Schedule B.
Schedule A asks for information about direct owners and executive officers.
Schedule B asks for information about indirect owners.
(b) If this is an amendment updating information reported on either the Schedule A or Schedule B (or both) filed with the applicant's initial application, the applicant must also complete Schedule C. (2) Does any person not named in Item 1-A or Schedules A, B, or C, directly or indirectly, control the applicant's management or policies? (3) If "Yes" to Item 8-A.2. above, complete Section 8-A of Schedule D.
B. Public Reporting Companies
(1) Is any person in Schedules A, B, or C, or in Section 8-A of Schedule D a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
(2) If "Yes" to Item 8-B.1. above, complete Section 8-B of Schedule D.
Item 9 Disclosure Information
Yes No
Yes ° No
In this Item, provide information about the criminal, regulatory, and judicial history, if any, of the applicant and each associated person of the applicant.
This information is used to determine whether to approve an application for registration, to decide whether to revoke registration, or to place limitations on the applicant's activities as a municipal advisor, and to identify potential problem areas on which to focus during on -site examinations. One event may result in the requirement to answer "Yes" to more than one question below.
Refer to the Glossary of Terms for explanations of italicized terms, such as associated person.
Criminal Action Disclosure
If the answer is "Yes" to any question below in Part A or B below, complete a Criminal Action DRP.
Disclosure of any event listed in this Criminal Action Disclosure Section is not required if the date of the event was more than ten years ago. For purposes of calculating this ten-year period, the date of an event is the date that the final order, judgment, or decree was entered, or the date that any rights of appeal from preliminary orders, judgments, or decrees lapsed.
Check all that apply.
A. In the past ten years, has the applicant or any associated person:
(1) been convicted of any felony, or pled guilty or nolo contendere ("no contest") to any charge of a felony, in a domestic, foreign, or military court? (2) been charged with any felony?
The response to Item 9-A(2) may be limited to charges that are currently pending.
B. In the past ten years, has the applicant or any associated person:
(1) been convicted of any misdemeanor, or pled guilty or nolo contendere ("no contest"), in a domestic, foreign, or military court to any charge of a misdemeanor in a case involving: municipal advisor -related business, investments or an investment - related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?
(2) been charged with a misdemeanor of the kind listed in Item 9-B(1)? Yes ° No
Yes No
Yes No
Yes ° No
The response to Item 9-8(2) may be limited to charges that are currently pending.
Regulatory Action Disclosure
If the answer is "Yes" to any question in Parts C -G below, complete a Regulatory Action DRP.
Check all that apply.
C. Has the SEC or the CFTC ever:
(1) found the applicant or any associated person to have made a false statement or omission?
(2) found the applicant or any associated person to have been involved in a violation of any SEC or CFTC regulation or statute?
(3) found the applicant or any associated person to have been a cause of the denial, suspension, revocation, or restriction of the authorization of a municipal advisor - related or an investment -related business to operate?
Yesj° No
Yes '° No
Yes° No
(4) entered an order against the applicant or any associated person in connection with municipal advisor -related or investment -related activity? (5) imposed a civil money penalty on the applicant or any associated person, or ordered the applicant or any associated person to cease and desist from any activity?
Yes ° No
Yes No
D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority ever:
(1) found the applicant or any associated person to have made a false statement or omission, or been dishonest, unfair, or unethical?
(2) found the applicant or any associated person to have been involved in a violation of municipal advisor -related or investment -related regulations or statutes? (3) found the applicant or any associated person to have been the cause of a denial, suspension, revocation, or restriction of the authorization of a municipal advisor - related or an investment -related business to operate?
(4) entered an order against the applicant or any associated person in connection with a municipal advisor -related or investment -related activity? (5) denied, suspended, or revoked the registration or license of the applicant or that of any associated person, or otherwise prevented the applicant or any associated person, by order, from associating with a municipal advisor -related or investment - related business or restricted the activities of the applicant or any associated person?
E. Has any self -regulatory organization or commodities exchange ever:
(1) found the applicant or any associated person to have made a false statement or omission?
(2) found the applicant or any associated person to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?
(3) found the applicant or any associated person to have been the cause of a denial, suspension, revocation or restriction of the authorization of a municipal advisor - related or an investment -related business to operate?
(4) disciplined the applicant or any associated person by expelling or suspending the applicant or the associated person from membership, barring or suspending the applicant or the associated person from association with other members, or by otherwise restricting the activities of the applicant or the associated person? F. Revocation or Suspension:
Has the applicant or any associated person ever had an authorization to act as an attorney, accountant, or federal contractor revoked or suspended? G. Regulatory Proceedings:
Is the applicant or any associated person currently the subject of any regulatory proceeding that could result in a "Yes" answer to any part of Item 9-C, 9-D, or 9-E.? Civil Judicial Disclosure
If the answer is "Yes" to a question below, complete a Civil Judicial Action DRP.
Check all that apply.
H. (1) Has any domestic or foreign court ever:
(a) enjoined the applicant or any associated person in connection with any municipal advisor -related or investment -related activity? (b) found that the applicant or any associated person was involved in a violation of any municipal advisor -related or investment -related statute(s) or regulation(s)? (c) dismissed, pursuant to a settlement agreement, a municipal advisor -related or investment -related civil action brought against the applicant or any associated person by a state or other US jurisdiction or a foreign financial regulatory authority?
(2) Current Proceedings:
Is the applicant or any associated person the subject of any currently pending civil proceeding that could result in a "Yes" answer to any part of Item 9-H(1)? Item 10 Small Businesses
Yes No
Yes No
Yes ° No
Yes ° No
Yes ° No
Yes °No
Yes No
Yes a No
Yes .Q, No
Yes °No
Yes ° No
Yes ° No
Yes ° No
Yes '° No
Yes °No
The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, the SEC needs to determine whether you meet the Small Business Administration's definition of "small business" for purposes of entities that provide investment and
related activities. Accordingly, answer "Yes" or "No," as appropriate, to the questions below:
A. Did the applicant have annual receipts of less than $7 million during its most recent fiscal year (or during the time the applicant has been in business, if it has not completed its first fiscal year in business)?
B. Is the applicant affiliated with any business or organization that had annual receipts of $7 million or more during its most recent fiscal year (or during the time it has been in business, if it has not completed its first fiscal year in business)? Yes °' No
Yes ° No
Form MA
APPLICATION FOR MUNICIPAL ADVISOR REGISTRATION
DOMESTIC MUNICIPAL ADVISOR EXECUTION
You must complete the following execution page to Form MA. This execution page must be signed and attached to your initial application for SEC registration and all amendments to registration.
Appointment of Agent for Service of Process
By signing this Form MA, you, the undersigned advisor, irrevocably appoint the Secretary of State or other legally designated officer, of the state in which you maintain your principal office and place of business, as your agents to receive service, and agree that such persons may be served any process, pleadings, subpoenas, or other papers in (a) any investigation or administrative proceeding conducted by the Commission that relates to the applicant or about which the applicant may have information; and (b) any civil suit or action brought against the applicant or to which the applicant has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any state or of the United States of America or of any of its territories or possessions or of the District of Columbia, where the investigation, proceeding or cause of action arises out of or relates to or concerns municipal advisory activities of the municipal advisor. The applicant stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced by the service of process upon, and that service of an administrative subpoena shall be effected by service upon the above -named Agent for Service of Process, and that service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as if personal service thereof had been made.
Signature
the undersigned, sign this Form MA on behalf of, and with the authority of, the municipal advisor. The municipal advisor and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this Form MA, including exhibits and any other information submitted, are true and correct, and that I am signing this Form MA as a free and voluntary act.
I certify that the advisor's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal regulatory representatives.
Jeff Pickett
Signature:
Jeff Pickett
Printed Name:
09-06-2024
Date:
Principal
Title:
Advisor CRD Number (if
any):
FORM MA
APPLICATION FOR "MUNICIPAL ADVISOR REGISTRATION"
NON-RESIDENT MUNICIPAL ADVISOR EXECUTION
Instructions: If you are a non-resident, you must complete these steps:
1. Execution Page: You must complete the following non-resident execution page to Form MA. This execution page must be signed and attached to your initial application for SEC registration and all amendments to registration.
2. Opinion of Counsel: You must also attach to Form MA an Opinion of Counsel. See General Instructions.
3. Form MA -NR: You must also attach to Form MA one or more executed Form MA-NR(s) for the non-resident municipal advisor applicant, and, if any, the non-resident general partner(s) and/or non-resident managing agents. See General Instructions for Form MA -NR.
Non -Resident Municipal Advisor Undertaking Regarding Books and Records By signing this Form MA, you agree to provide, at your own expense, to the U.S. Securities and Exchange Commission at its principal office in Washington D.C., at any Regional or District Office of the Commission, or at any one of its offices in the United States, as specified by the Commission, correct, current, and complete copies of any or all records that you are required to maintain by law. This undertaking shall be binding upon you, your heirs, successors and assigns, and any person subject to your written irrevocable consents or powers of attorney or any of your general partners and managing agents.
Signature
the undersigned, sign this Form MA on behalf of, and with the authority of, the non-resident municipal advisor. The municipal advisor and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this Form MA, including exhibits and any other information submitted, are true and correct, and that I am signing this Form MA as a free and voluntary act.
I certify that the municipal advisor's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal regulatory representatives. Further, attached to this Form MA as an exhibit is an opinion of counsel that the municipal advisor can, as a matter of law, provide the Commission with access to the books and records of such municipal advisor, as required by law, and that the municipal advisor can, as a matter of law, submit to inspection and examination by the Commission. Finally, attached as an exhibit to this Form MA is one or more executed Form MA-NR(s) for the non-resident municipal advisor applicant, and, if any, the non-resident general partner(s) and/or non-resident managing agents.
Signature:
Printed Name:
SCHEDULE A
Date:
Advisor CRD Number (if Title:
any):
Direct Owners and Executive Officers of the Applicant
1. Complete Schedule A only if submitting an initial application. Schedule A asks for information about the applicant's direct owners and executive officers. Use Schedule C to amend this information.
Guidance: To determine direct ownership and executive officer status, see instruction 2 below.
Separate subparts of Schedule A must be completed for: (1) direct owners that are business entities, and (2) direct owners and executive officers who are natural persons, as follows:
• Complete Schedule A-1: "Direct Owners of Applicant - Business Entities," for owners that are organized as a business or other legal entity, such as a corporation, partnership, trust, or limited liability company. • Complete Schedule A-2: "Direct Owners and Executive Officers of Applicant - Natural Persons," for owners who are individuals, including sole proprietors, and for executive officers.
2. List in either Schedule A-1 or Schedule A-2 below, or both, as applicable, the full names of:
(a) If applicant is organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of the applicant's voting securities, unless applicant is a public reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act). Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a class of the applicant's voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security; (b) If the applicant is organized as a partnership, all general partners and each limited and special partner that has the right to receive upon dissolution, or has contributed, 5% or more of the applicant's capital; (c) In the case of a trust, a person that directly owns 5% or more of a class of the applicant's voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of the applicant's capital, the trust and each trustee; (d) If the applicant is organized as a limited liability company ("LLC"), (i) each member that has the right to receive upon dissolution, or has contributed, 5% or more of the applicant's capital, and (ii) if managed by elected managers, all elected managers; and (e) Each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer, director and any other individuals with similar status or functions (applies in Schedule A-2 only).
3. In the DE/FE column of Schedule A-1 below, enter "DE" if the owner is a domestic entity, or "FE" if the owner is an entity organized, incorporated or domiciled in a foreign country.
4. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member. For shareholders or members, indicate the class of securities owned (if more than one is issued). In the next column indicate the date that the title or status was acquired.
5. Ownership Codes are:
NA - less than 5%
A - 5% but less than 10%
B - 10% but less than 25%
C - 25% but less than 50%
D - 50% but less than 75%
E - 75% or more
6. (a) In the Control Person column, enter "Yes" in the first sub -column if the person has control as defined in the Glossary of Terms to Form MA, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.
(b) In the PR sub -column (Schedule A-1 only) enter "PR" if the owner is a public reporting company under Section 12 or 15(d) of the Exchange Act.
7. (a) For Schedule A-1, enter the organization CRD number. If not registered with the CRD, then enter the IRS Tax Number, Employer Identification Number ("EIN"), or Foreign Business Number.
(b) For Schedule A-2, enter the individual CRD number. If not registered with the CRD, then enter 0000000.
8. Does applicant have any indirect owners to be reported on Schedule B? Yes '° No Schedule A-1: Direct Owners of Applicant - Business Entities Schedule A-2: Direct Owners and Executive Officers of Applicant - Natural Persons
NATURAL PERSON FULL LEGAL NAME
Enter all the letters of each name and not initials or other abbreviations. If no middle name, enter NMN on that line.
Last Name:
Busch
First Name:
Michael
Middle Name:
Paul
Title or Status:
President
Date Title or Status Acquired: 03-01-2014
Ownership Code:
m NA - less than 5% -, B - 10% but less than D - 50% but less than 25% 75%
A - 5% but less than 10% C - 25% but less than E - 75% or more 50%
Control Person: • YES NO
Individual CRD No. (If none: enter 0000000):
CRD No.:
NATURAL PERSON FULL LEGAL NAME
Enter all the letters of each name and not initials or other abbreviations. If no middle name, enter NMN on that line.
Last Name:
McManus
First Name:
Kimberly
Middle Name:
Marie
Title or Status:
!Chief Compliance Officer
Date Title or Status Acquired: 03-01-2016
Ownership Code:
° NA - less than 5% B - 10% but less than D - 50% but less than 25% 75%
A - 5% but less than 10% C - 25% but less than E - 75% or more 50%
Control Person: • YES ° NO
Individual CRD No. (If none: enter 0000000):
CRD No.:
NATURAL PERSON FULL LEGAL NAME
Enter all the letters of each name and not initials or other abbreviations. If no middle name, enter NMN on that line.
Last Name:
Isom
First Name:
Jonathan
Middle Name:
T
Title or Status:
Managing Principal
Date Title or Status Acquired: 01-31-2023
Ownership Code:
NA - less than 5% B - 10% but less than ° D - 50% but less than 25% 75%
A - 5% but less than 10% C - 25% but less than E - 75% or more 50%
Control Person: a YES NO
Individual CRD No. (If none: enter 0000000):
CRD No.:
NATURAL PERSON FULL LEGAL NAME
Enter all the letters of each name and not initials or other abbreviations. If no middle name, enter NMN on that line.
Last Name:
Isom
First Name:
Gregory
Middle Name:
Scott
Title or Status:
Managing Principal
Date Title or Status Acquired: 01-31-2023
Ownership Code:
NA - less than 5% -, B - 10% but less than D - 50% but less than 25% 75%
A - 5% but less than 10% °' C - 25% but less than E - 75% or more 50%
Control Person::4 YES NO
Individual CRD No. (If none: enter 0000000):
CRD No.:
SCHEDULE B
Indirect Owners of the Applicant
Guidance: To determine indirect ownsership, see instructions 2 and 3 below.
1. Complete Schedule B only if applicant is submitting an initial application. Schedule B asks for information about the applicant's indirect owners. The applicant must first complete Schedule A, which asks for information about direct owners. For purposes of Schedule B, an "indirect owner" includes any owner of 25% or more of any direct owner listed in Schedule A, and any owner of 25% or more of each such indirect owner going up the chain of ownership. Use Schedule C to amend the information in this schedule.
Separate subparts of Schedule B must be completed for: (1) indirect owners that are business entities, and (2) indirect owners who are natural persons, as follows:
• Complete Schedule B-1: "Indirect Owners of Applicant - Business Entities," for owners who are organized as business or other legal entities, such as a corporation, partnership, trust, or limited liability company. • Complete Schedule B-2: "Indirect Owners of Applicant - Natural Persons," for individuals and sole proprietors.
2. With respect to each direct owner listed on Schedule A 1 (business entities), list in either Schedule B-1 or Schedule B-2 below, as applicable:
(a) in the case of a direct owner listed on Schedule A-1 that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security. (b) in the case of a direct owner listed on Schedule A-1 that is a partnership, all general partners and each limited and special partner that has the right to receive upon dissolution, or has contributed, 25% or more of the partnership's capital; (c) in the case of a direct owner listed on Schedule A-1 that is a trust, the trust and each trustee; and (d) in the case of a direct owner listed on Schedule A-1 that is a limited liability company ("LLC"), (i) each member that has the right to receive upon dissolution, or has contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, each elected manager.
3. Continue up the chain of indirect ownership listing all 25% shareholders at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is reached, no further ownership information need be given.
4. In the DE/FE column in Schedule B-1 below, enter "DE" if the indirect owner is a domestic entity, or "FE" if the owner is an entity organized, incorporated or domiciled in a foreign country. Complete the next column by indicating the entity in the chain of ownership in which this indirect owner has an interest.
5. Complete the Status column by entering the indirect owner's status as partner, trustee, elected manager, shareholder, or member. For shareholders or members, indicate the class of securities owned (if more than one is issued).
6. Ownership Codes are:
C - 25% but less than 50%
D - 50% but less than 75%
E - 75% or more
F - Other (general partner, trustee, or elected manager)
7. (a) In the Control Person column, enter "Yes" in the first sub -column if the person has control as defined in the Glossary of Terms to Form MA, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.
(b) In the PR sub -column, for Schedule B-1 only, enter "PR" if the indirect owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
8. (a) For Schedule B-1, enter the organization CRD number. If not registered with the CRD, then enter the IRS Tax Number, Employer Identification Number ("EIN"), or Foreign Business Number.
(b) For Schedule B-2, enter the individual CRD number. If not registered with the CRD, then enter 0000000.
Schedule B-1: Indirect Owners of Applicant — Business Entities Schedule B-2: Indirect Owners of Applicant — Natural Persons
SCHEDULE C
Amendments to Schedules A and B
1. Use Schedule C only to amend information requested on either Schedule A or Schedule B. Refer to instructions in Schedule A and Schedule B, which also apply for this Schedule C.
2. In the Type of Amendment column, indicate "A" (addition), "D" (deletion), or "C" (change in information about the same person).
3. Ownership Codes are:
• NA - less than 5%
• A- 5% but less than 10%
• B - 10% but less than 25%
• C - 25% but less than 50%
• D - 50% but less than 75%
• E-75%or more
• F - Other (general partner, trustee, or elected member)
4. List below all changes to Schedule A:
Schedule A-1: Direct Owners of Applicant - Business Entities Schedule A-2: Direct Owners and Executive Officers of Applicant - Natural Persons Deleted Entry
NATURAL PERSON FULL LEGAL NAME
Enter all the letters of each name and not initials or other abbreviations. If no middle name, enter NMN on that line.
Last Name:
Busch
First Name:
Michael
Middle Name:
Paul
Type of Amendment:
A (addition) "' D (deletion) C (change in information)
Title or Status:
President
Date Title or Status Acquired: 03-01-2014
Ownership Code:
NA - less than 5% A - 5% but less than 10% • B - 10% but less than 25%
C - 25% but less than • D - 50% but less than E - 75% or more 50% 75%
F - Other (general
partner, trustee, or elected
manager)
Control Person: YES m NO
Individual CRD No. (If none: enter 0000000):
CRD No.:
5. List below all changes to Schedule B:
Amended Entry
NATURAL PERSON FULL LEGAL NAME
Enter all the letters of each name and not initials or other abbreviations. If no middle name, enter NMN on that line.
Last Name:
Isom
First Name:
Jonathan
Middle Name:
T
Type of Amendment:
A (addition) D (deletion) 4 C (change in information)
Title or Status:
Chief Executive Officer
Date Title or Status Acquired: 01-31-2023
Ownership Code:
NA - less than 5% A - 5% but less than 10% B - 10% but less than 25%
C - 25% but less than o D - 50% but less than E - 75% or more 50% 75%
F - Other (general
partner, trustee, or elected
manager)
Control Person: YES NO
Individual CRD No. (If none: enter 0000000):
CRD No.:
5. List below all changes to Schedule B:
Amended Entry
NATURAL PERSON FULL LEGAL NAME
Enter all the letters of each name and not initials or other abbreviations. If no middle name, enter NMN on that line.
Last Name:
Isom
First Name:
Gregory
Middle Name:
Scott
Type of Amendment:
A (addition) D (deletion) ° C (change in information)
Title or Status:
Chief Financial Officer
Date Title or Status Acquired: 01-31-2023
Ownership Code:
NA - less than 5% A - 5% but less than 10% B - 10% but less than 25%
C - 25% but less than D - 50% but less than E - 75% or more 50% 75%
F - Other (general
partner, trustee, or elected
manager)
Control Person: ° YES NO
Individual CRD No. (If none: enter 0000000):
CRD No.:
5. List below all changes to Schedule B:
Add Entry
NATURAL PERSON FULL LEGAL NAME
Enter all the letters of each name and not initials or other abbreviations. If no middle name, enter NMN on that line.
Last Name:
Merrit
First Name:
Randall
Middle Name:
Scott
Type of Amendment:
A (addition) D (deletion) C (change in information)
Title or Status:
Chief Operating Officer
Date Title or Status Acquired: 12-19-2023
Ownership Code:
° NA - less than 5% A - 5% but less than 10% B - 10% but less than 25%
C - 25% but less than D - 50% but less than E - 75% or more 50% 75%
F - Other (general
partner, trustee, or elected
manager)
Control Person: °O YES NO
Individual CRD No. (If none: enter 0000000):
CRD No.:
4296140
5. List below all changes to Schedule B:
Schedule B-1: Indirect Owners of Applicant - Business Entities Schedule B-2: Indirect Owners of Applicant - Natural Persons
SCHEDULE D
Certain items in Part I of Form MA require additional information on Schedule D. Use this Schedule D to report details for items listed below. Report only new information or changes/updates to previously submitted information. Do not repeat previously submitted information.
This is an:. -INITIAL or I. AMENDED Schedule D or ITANNUAL UPDATE SECTION 1-B Other Names under which Municipal Advisor -Related Business is Conducted List the applicant's other business names and the jurisdictions in which they are used. A separate Schedule D must be completed for each business name, and the jurisdictions where that name is used.
Select only one: Add ! Delete L_! Amend
Name:
Isom Advisors, A Division of Urban Futures Incorporated Jurisdictions: 'CALIFORNIA
Select only one: Add I Delete I Amend
Name:
UFI Financial Solutions
Jurisdictions: :CALIFORNIA
SECTION 1-D Additional Registrations of the Applicant
Indicate any additional registrations with federal or state regulators, and the relevant registration number. A separate Schedule D must be completed for each such registration.
SECTION 1-E Additional Offices at which the Applicant's Municipal Advisor -Related Business is Conducted Provide the location of the largest five additional offices (in terms of numbers of employees) at which the applicant's municipal advisor -related business is conducted other than applicant's principal office and place of business. A separate Schedule D must be completed for each such office.
Select only one:.4.Add- Delete - !Amend
Street Address 1:
City:
Postal Code:
Street Address 2:
State/Country:
Is this address a private residence?
A private residential address will not be included in publicly available versions of this registration form.
Telephone number at this location: Fax number (if any) a this location:
661-587-2727
Select only one: ,AddLJDelete'__IAmend
Street Address 1:
City:
Street Address 2:
Postal Code:
State/Country:
Is this address a private residence? L
A private residential address will not be included in publicly available versions of this registration form.
Telephone number at this location: Fax number (if any) a this location:
714-283-9334
Select only one: " Add L Delete Amend
Street Address 1:
City:
Street Address 2:
Postal Code:
State/Country:
Is this address a private residence?
A private residential address will not be included in publicly available versions of this registration form.
Telephone number at this location: Fax number (if any) a this location:
925-478-7450
Select only one: Add Delete _IAmend
Street Address 1: Street Address 2:
City:
Postal Code:
State/Country:
Is this address a private residence?
A private residential address will not be included in publicly available versions of this registration form.
Telephone number at this location: Fax number (if any) a this location:
925-478-7450
SECTION 1-F Additional Website Addresses
List any additional website addresses of the applicant. A separate Schedule D must be completed for each such website address.
SECTION 1-I Location of Books and Records
Complete the following information for each location at which the applicant keeps books and records, other than its principal office and place of business. A separate Schedule D must be completed for each location.
SECTION 1-J Registration with Foreign Financial Regulatory Authorities List the full name, in English, of each foreign financial regulatory authority, provide the foreign registration number (if any), and list the full name, in English, of the country with which the applicant is registered. A separate Schedule D must be completed for each foreign financial regulatory authority with whom the applicant is registered.
SECTION 1-K Business Affiliates of the Applicant
Provide the name of any domestic or foreign business affiliate of the applicant and any federal, state, or foreign registration of such affiliate and the registration number. A separate Schedule D must be completed for each such affiliate.
SECTION 3 Successions
Complete the following information if succeeding to the business of a currently -registered municipal advisor. If the applicant succeeded more than one municipal advisory firm in the succession being reported on this Form MA, a separate Schedule D must be completed for each predecessor firm. See Instruction 1 of the Specific Instructions for Certain Items in Form MA included in the General Instructions.
SECTION 4-D Firms and Other Persons that Solicit Municipal Advisor Clients on the Applicant's Behalf Provide the name, address, and phone number of any firm or other person that is not otherwise an associated person of the applicant that solicits municipal advisor clients on the applicant's behalf. A separate Schedule D must be completed for each such firm or natural person.
SECTION 4-E Employees That Also Do Business Independently on the Applicant's Behalf as Affiliates of the Applicant SECTION 5-B Description of Primary Business (for businesses not listed in Part A of Item 5) If you checked Item 5-B.2 describe the applicant's primary business (not the applicant's municipal advisor -related business):
SECTION 6 Financial Industry and Other Activities of Associated Persons The following information must be completed for each associated person in every category you checked in Item 6-A. A separate Schedule D must be completed for each such associated person.
Select only one:: iAddI Delete (Amend
Legal Name of Associated Person:
James Morris
Primary Business Name of Associated
Person:
Urban Futures, Inc.
A. Associated person is a: Check all that apply.
(1) Broker -dealer, municipal
securities dealer, or government
securities broker or dealer
(2) Investment company (including
mutual funds)
(3) Investment adviser (including
financial planners)
. (4) Swap dealer
- (5) Security -based swap dealer
(6) Major swap participant
- (7) Major security -based swap
participant
(8) Commodity pool operator
(whether registered or exempt from
registration)
- (9) Commodity trading advisor
(whether registered or exempt from
registration)
.. (10) Futures commission merchant
(11) Banking or thrift institution
(12) Trust company
- (13) Accountant or accounting firm
(14) Attorney or law firm
(15) Insurance company or agency
(16) Pension consultant
(17) Real estate broker or dealer
(18) Sponsor or syndicator of
limited partnerships
(19) Engineer or engineering firm
. (20) Other municipal advisor
B. Control Relationships and Foreign Relations
(1) Control Relationships
(a) Does the applicant control or is it
controlled by the associated person?
- Yes No
(b) Are the applicant and the
associated person under common
control? Yes - No
(2) Foreign Financial Regulatory Authority Registration (a) Is the associated person registered
with a foreign financial regulatory
authority? —9 Yes - ! No
(b) List the name, in English: the name of each foreign financial regulatory authority, the associated person's registration number with that authority (if any), and the country in which the authority has jurisdiction.
SECTION 8 Control Persons (on a basis other than 25% ownership or executive officer status) Section 8-A. A separate Schedule D must be completed for each control person not named in Item 1-A. or Schedules A, B, or C that directly or indirectly controls the applicant's management or policies.
Section 8-B. If any person named in Schedules A, B, or C or in Section 8-A of this Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, provide the information below. A separate Schedule D must be completed for each public reporting company.
Schedule D: MISCELLANEOUS
The space below may be used to explain a response to an Item or to provide any other information.
CRIMINAL ACTION DISCLOSURE REPORTING PAGE (MA)
REGULATORY ACTION DISCLOSURE REPORTING PAGE (MA)
CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (MA)
City of Beaumont
Proposal for Financial Advisory Services June 13, 2025
Appendix E: Official Statement Example
q'fuFt
31
NEW ISSUE BOOK -ENTRY -ONLY
RATING:
S&P "AA-"
(See "RATING" herein.)
In the opinion of Norton Rose Fulbright US UP, Los Angeles, California, Bond Counsel, under existing statutes, regulations, rulings and court decisions, and subject to the matters described in "TAX MATTERS" herein, interest on the 2023A Bonds is excluded pursuant to section 103(a) of the Internal Revenue Code of 1986 from the gross income of the owners thereof federal income tax purposes and will not be included in computing the alternative minimum taxable income of the owners thereof who are individuals. It is also the opinion of Bond Counsel that under existing law interest on the 2023A Bonds is exempt from personal income taxes of the State of California. See "TAX MATTERS" herein. $56,525,000
RIALTO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, 2023 SERIES A
(POLICE STATION PROJECT)
Dated: Date of Delivery Due: June 1, as shown on the inside cover The Rialto Public Financing Authority (the "Authority") is issuing its $56,525,000 Lease Revenue Bonds, 2023 Series A (Police Station Project) (the "2023A Bonds") to provide funds to: (i) fmance the acquisition, construction and improvement of a new police station (the "Police Station Project") in the City of Rialto, California (the "City"), as described herein, (ii) fund a portion of interest for the 2023A Bonds, and (iii) pay the related costs of issuing the 2023A Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" herein.
Interest on the 2023A Bonds is payable on June 1 and December 1 of each year (each an "Interest Payment Date"), commencing June 1, 2024. The 2023A Bonds are being issued as fully registered bonds and, when executed and delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC").
The 2023A Bonds, if issued, will be issued in denominations of $5,000 or any integral multiple thereof. DTC will act as securities depository of the 2023A Bonds. Individual purchases of 2023A Bonds will be made in book -entry form only.
Payments of principal of and interest on the 2023A Bonds are to be made to purchasers by DTC through DTC Participants.
Purchasers will not receive physical delivery of the 2023A Bonds purchased by them. See APPENDIX F — "BOOK -ENTRY SYSTEM."
The 2023A Bonds are subject to extraordinary, mandatory and optional redemption prior to their stated maturities, as described herein. See "DESCRIPTION OF THE 2023A BONDS - Redemption" herein.
The 2023A Bonds are special limited obligations of the Authority secured by and payable from Revenues pledged to the 2023A Bonds under the Indenture, as hereinafter described. Such Revenues primarily consist of Base Rental Payments to be made by the City to the Authority under the Lease, as hereinafter described. Pursuant to the Lease, the City will lease certain property described herein (the "Leased Property") from the Authority. The City is required under the Lease to make Base Rental Payments each year in consideration for the use of the Leased Property, as described herein, from any source of legally available funds, in an amount sufficient to pay the annual principal of and interest on the 2023A Bonds. The City's obligation to make Base Rental Payments is subject to abatement in the event of substantial interference with the use and possession of all or a part of the Leased Property supporting the 2023A Bonds, as described herein. See "RISK FACTORS - Abatement" herein. The City has covenanted in the Lease to take such action as may be necessary to include and maintain all Base Rental Payments in its budget and to make the necessary appropriations therefor, subject to such abatement.
The full faith and credit of the Authority is not pledged for the payment of the principal of or interest or premium (if any) on the 2023A Bonds. The obligation of the City to make Base Rental Payments or Additional Rental Payments does not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. Neither the 2023A Bonds nor the obligation of the City to make Base Rental Payments or Additional Rental Payments constitutes an indebtedness of the City, the State of California or any of its political subdivisions (other than the Authority) within the meaning of any constitutional or statutory debt limitation or restriction.
This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision.
The 2O23A Bonds are offered when, as and if issued and accepted by the Underwriter, subject to the approving opinion of Norton Rose Fulbright US LLP, Los Angeles, California, as Bond Counsel to the Authority. Certain legal matters will be passed on by Norton Rose Fulbright US LLP, Los Angeles, California, as Disclosure Counsel for the Authority and the City, for the Authority and the City by its counsel Burke, Williams & Sorensen, LLP, and for the Underwriter by its counsel Orrick, Herrington & Sutcliffe LLP, Sacramento, California. It is anticipated that the 2023A Bonds will be available for delivery through the facilities of DTC on or about December 20, 2023.
Citigroup
Dated: December 12, 2023
MATURITY SCHEDULE
$56,525,000
Rialto Public Financing Authority
Lease Revenue Bonds, 2023 Series A
(Police Station Project)
(Base CUSIP No.t 76246E)
Maturity Date
June 1
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
Principal Interest
Amount Rate Yield Price CUSIPt
$1,030,000 5.00% 2.57% 107.966 AA1
1,085,000 5.00 2.55 110.237 AB9
1,140,000 5.00 2.57 112.277 AC7
1,195,000 5.00 2.62 114.032 AD5
1,255,000 5.00 2.66 115.713 AE3
1,320,000 5.00 2.71 115.348c AF0
1,385,000 5.00 2.73 115.202c AG8
1,455,000 5.00 2.79 114.766c AH6
1,525,000 5.00 2.90 113.973c AJ2
1,600,000 5.00 3.06 112.830c AK9
1,680,000 5.00 3.26 111.421c AL7
1,765,000 5.00 3.36 110.724c AM5
1,855,000 5.00 3.47 109.963c AN3
1,945,000 5.00 3.53 109.551c AP8
2,045,000 5.00 3.60 109.072c AQ6
2,145,000 5.00 3.72 108.257c AR4
2,255,000 5.00 3.77 107.919c AS2
$13,075,000 5.00% Term
$16,770,000 5.25% Term
Bonds due June 1, 2048 Yield: 4.08%; Price: 105.855c
CUSIPt: 76246EAT0
Bonds due June 1, 2053 Yield: 4.24%; Price: 106.389
CUSIPt: 76246EAU7
c Priced to optional redemption date of June 1, 2031 at par. t CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. CUSIP numbers have been assigned by an independent company not affiliated with the City, the Authority, the Underwriter or the Municipal Advisor and are included solely for the convenience of investors. None of the City, the Authority, the Underwriter or the Municipal Advisor is responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the 2023A Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the 2023A Bonds as a result of various subsequent actions including, but not limited to, refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the 2023A Bonds.
CITY OF RIALTO
RIALTO PUBLIC FINANCING AUTHORITY
CITY COUNCIL/BOARD OF DIRECTORS
Deborah Robertson, Mayor
Andy Carrizales, Mayor Pro Tem
Ed Scott, Councilmember
Rafael Trujillo, Councilmember
Joe Baca, Councilmember
CITY OFFICIALS
Henry Garcia, Interim City Manager
Arron Brown, Assistant City Manager
Katherine I. Stevens, Director of Finance
Edward J. Carrillo, Treasurer
Barbara McGee, City Clerk
Eric Vail, City Attorney
SPECIAL SERVICES
Bond Counsel and Disclosure Counsel
Norton Rose Fulbright US LLP
Los Angeles, California
Municipal Advisor
Urban Futures, Inc.
Trustee Dissemination Agent
U.S. Bank Trust Company, National Association Willdan Financial Services Los Angeles, California
No dealer, broker, salesperson or other person has been authorized by the Rialto Public Financing Authority (the "Authority"), the City of Rialto, California (the "City") or the Underwriter to give any information or to make any representations, other than as contained in this Official Statement, and if given or made, such information or representations must not be relied upon as having been authorized by the Authority, the City or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the 2023A Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale.
This Official Statement is not to be construed as a contract with the purchasers of the 2023A Bonds.
Statements contained in this Official Statement that involve estimates, forecasts or matters of opinion, whether or not expressly described herein, are intended solely as such and are not to be construed as representations of fact.
The information set forth herein has been furnished by the Authority and the City and includes information from sources that are believed to be reliable. The information and expressions of opinion contained herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority, the City, or other matters described herein since the date hereof.
The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.
This Official Statement, including any supplement or amendment hereto, is intended to be deposited with the Municipal Securities Rulemaking Board through the Electronic Municipal Marketplace Access ("EMMA") website. Unless otherwise expressly stated, references to Internet websites in this Official Statement are shown for reference and convenience only, and none of their content (including any content on the City's website) is incorporated in this Official Statement by reference. The City and the Authority make no representation regarding the accuracy or completeness of the information presented on such websites.
IN CONNECTION WITH THE OFFERING OF THE 2023A BONDS, THE UNDERWRITER
MAY OVER ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2023A BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
CAUTIONARY STATEMENTS REGARDING
FORWARD -LOOKING STATEMENTS IN
THIS OFFICIAL STATEMENT
Certain statements included or incorporated by reference in this Official Statement constitute "forward -looking statements." Such statements are generally identifiable by the terminology used such as "plan," "project," "expect," "anticipate," "intend," "believe," "estimate," "budget" or other similar words.
The achievement of certain results or other expectations contained in such forward -looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward -looking statements. Except as otherwise noted, neither the City nor the Authority plan to issue any updates or revisions to those forward -looking statements if or when its expectations or events, conditions or circumstances on which such statements are based occur.
INTRODUCTION 1
Purpose of the 2023A Bonds 1
Security for the 2023A Bonds 1
No Reserve Fund 2
The City 2
Continuing Disclosure 2
DESCRIPTION OF THE 2023A BONDS 2
Redemption 3
Selection of Bonds for Redemption 4
Notice of Redemption 4
Partial Redemption of Bonds 4
Effect of Redemption 5
Book -Entry System 5
SECURITY AND SOURCES OF PAYMENT FOR THE 2023A BONDS 5
2023A Bonds 5
Additional Rental Payments 5
Covenant to Budget and Appropriate 6
Limited Obligations 6
Abatement of Base Rental Payments 6
Maintenance, Utilities, Taxes and Assessments 7
Insurance Coverages 7
Substitution and Release of Property 8
PLAN OF FINANCE 9
General 9
The Police Station Project 9
LEASED PROPERTY 13
ESTIMATED SOURCES AND USES OF FUNDS 13
DEBT SERVICE REQUIREMENTS 14
THE AUTHORITY 14
THE CITY 15
General 15
Audited Financial Statements 15
General Fund Revenue Sources 20
Certain City Policies and Practices 22
City Budget 22
Appropriations Limit 24
Assessed Valuation 24
Largest Secured Taxpayers 25
Direct and Overlapping Debt 26
General Fund Long -Term Obligations 28
Labor Contracts 28
Pension Plans 28
Other Post -Employment Benefits 31
STATE OF CALIFORNIA BUDGET INFORMATION 32
State Budget 32
Future State Budgets 34
RISK FACTORS 34
Base Rental Payments Are Not Debt; 2023A Bonds are Limited Obligations 34 Additional General Fund Obligations 35
Abatement 35
Police Station Project Completion 35
Risk of Uninsured Loss 36
City General Fund 36
Public Health Emergencies 36
Bankruptcy 37
State Finances 38
No Liability of Authority to the Owners 39
No Limitation on Incurring Additional Obligations 39
Natural Disasters 39
Hazardous Substances 40
Cybersecurity 40
Climate Change 41
Future Initiatives 41
Limitations on Remedies 41
Remedies on Default 41
Substitution of Property 42
Secondary Market Risk 42
LIMITATIONS ON REVENUES AND APPROPRIATIONS 42
Property Tax Limitations — Article XIIIA, XIIIB, XIIIC (Proposition 218) 42 Article XIIIA Implementing Legislation 43
Challenges to Article XIIIA 44
Statutory Revenue Limitations — Proposition 62 44
Proposition lA 45
Proposition 22 46
Proposition 26 46
Unitary Property 46
TAX MATTERS 47
General 47
Tax Accounting Treatment of Premium on Certain 2023A Bonds 48 LITIGATION 48
FINANCIAL STATEMENTS 49
MUNICIPAL ADVISOR 49
RATING 50
UNDERWRITING 50
CONTINUING DISCLOSURE 50
APPROVAL OF LEGAL PROCEEDINGS 51
EXECUTION AND DELIVERY 52
ii
APPENDIX A - SUPPLEMENTAL INFORMATION - THE CITY OF RIALTO AND SAN BERNARDINO COUNTY A-1
APPENDIX B - AUDITED FINANCIAL STATEMENTS OF THE CITY OF RIALTO FOR THE FISCAL YEAR ENDED JUNE 30, 2022 B-1
APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS C-1
APPENDIX D - FORM OF CONTINUING DISCLOSURE AGREEMENT D-1 APPENDIX E - FORM OF OPINION OF BOND COUNSEL E-1
APPENDIX F - BOOK -ENTRY SYSTEM F-1
APPENDIX G - FORM OF DEVELOPMENT AGREEMENT G-1
[THIS PAGE INTENTIONALLY LEFT BLANK]
OFFICIAL STATEMENT
$56,525,000
RIALTO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, 2023 SERIES A
(POLICE STATION PROJECT)
INTRODUCTION
This Official Statement, which includes the cover page, the inside cover page and attached appendices, provides certain information in connection with the sale and delivery of the $56,525,000 Rialto Public Financing Authority Lease Revenue Bonds, 2023 Series A (Police Station Project) (the "2023A Bonds'). Capitalized terms used and not otherwise defined herein shall have the meanings given in the Indenture or the Lease (each as hereinafter defined). See APPENDIX C — "SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS."
Purpose of the 2023A Bonds
The 2023A Bonds are being issued under the provisions of the Marks -Roos Local Bond Pooling Act of 1985, constituting Article 4 of Chapter 5 of Division 7 of Title 1 (commencing with Section 6584) of the California Government Code (the "Bond Law"). The 2023A Bonds are being issued pursuant to an Indenture, dated as of December 1, 2023 (the "Indenture"), by and between the Rialto Public Financing Authority (the "Authority") and U.S. Bank Trust Company, National Association, as trustee (the "Trustee").
The Authority is issuing the 2023A Bonds, to provide funds to: (i) finance the acquisition, construction and improvement of a new police station (the "Project") in the City of Rialto, California (the "City"), as described herein, (ii) fund a portion of interest for the 2023A Bonds, and (iii) pay the related costs of issuing the 2023A Bonds. The City will contribute certain other funds to finance the Project. See "PLAN OF FINANCE" and "ESTIMATED SOURCES AND USES OF FUNDS." Security for the 2023A Bonds
The 2023A Bonds shall be secured by a first lien on and pledge (which shall be effected in the manner and to the extent provided in the Indenture) of all of the Revenues, including all of the moneys in the 2023 Interest Account and the 2023 Principal Account, including all amounts derived from the investment of such moneys. "Revenues" means (i) all Base Rental Payments payable by the City pursuant to the Lease (defined below) (including prepayments), (ii) any proceeds of Bonds deposited with the Trustee and all moneys on deposit in the funds and accounts established under the Indenture, except the Rebate Fund, (iii) investment income with respect to such moneys held by the Trustee, (iv) certain amounts payable to the City by the Developer (as defined below) as liquidated damages or damages due to delay in construction pursuant to the Development Agreement (as defined below) and (v) any insurance proceeds or condemnation awards received by or payable to the Trustee relating to the Base Rental Payments. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2023A BONDS."
Pursuant to a Site and Facility Lease, dated as of December 1, 2023 (the "Site Lease"), by and between the City and the Authority, the Authority will lease from the City certain real property, constituting the land and improvements of the City's current police station (collectively, the "Leased Property").
Pursuant to the Lease Agreement, dated as of December 1, 2023 (the "Lease"), by and between the Authority and the City, the Authority will sublease the Leased Property to the City. See "LEASED PROPERTY."
Pursuant to the Lease, the City will pay to the Trustee, as the assignee of the Authority, base rental payments (collectively, the "Base Rental Payments") in amounts equal to scheduled debt service on the 2023A Bonds, as set forth in the base rental payment schedule for the 2023A Bonds. The obligation of the City to make Base Rental Payments or Additional Rental Payments does not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. Neither the 2023A Bonds nor the obligation of the City to make Base Rental Payments or Additional Rental Payments constitutes an indebtedness of the City, the State or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction.
Pursuant to the Lease, the City has covenanted to take such action as may be necessary to include all Base Rental Payments and Additional Rental Payments due under the Lease in its annual budget and to make the necessary annual appropriations for all such Base Rental Payments and Additional Rental Payments required to be made under the Lease, subject only to abatement as provided therein. See "RISK FACTORS — Base Rental Payments Are Not Debt; 2023A Bonds are Limited Obligations" and "— Abatement." See "SECURITY AND SOURCES OF PAYMENT FOR THE 2023A BONDS."
No Reserve Fund
No reserve fund supporting the 2023A Bonds is being funded under the Indenture.
The City
The City was incorporated in 1911 under the general laws of the State of California. The City operates under a Council -Manager form of government and provides the following services: public safety (police and fire), highways and streets, parks and recreation, public improvements, planning and zoning, and general administrative services. As of January 1, 2023, the City had a population of 102,985. For additional information regarding the City and surrounding area, see APPENDIX A - "SUPPLEMENTAL INFORMATION - THE CITY OF RIALTO AND SAN BERNARDINO COUNTY." Continuing Disclosure
The Authority has determined that no financial or operating data concerning the Authority is material to any decision to purchase, hold or sell the 2023A Bonds and as such, the Authority will not provide any such information.
The City has agreed to provide, with respect to the 2023A Bonds, or cause to be provided, to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system (the "EMMA System"), certain annual financial information and operating data relating to the City and, in a timely manner, notice of certain enumerated events. These covenants have been made in order to assist the Underwriter in complying with Rule 15c2-12, as amended (the "Rule 15c2-12") adopted by the U.S.
Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended.
See "CONTINUING DISCLOSURE" and APPENDIX D — "FORM OF CONTINUING DISCLOSURE AGREEMENT" for a description of the annual reports and notices of enumerated events to be provided by the City.
DESCRIPTION OF THE 2023A BONDS
The 2023A Bonds will be dated their date of delivery and issued in the aggregate principal amount and bear interest at the rates and mature on the dates set forth on the inside cover page of this Official Statement. Interest on the 2023A Bonds will be payable semiannually on June 1 and December 1 of each year, commencing June 1, 2024 (each an "Interest Payment Date"). Each 2023A Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is executed after the fifteenth calendar day of the month immediately preceding an Interest Payment Date, in which case interest will bear from such Interest Payment Date, or (ii) it is authenticated on or before May 15, 2
2023, in which event interest will accrue from the date of initial delivery of the 2023A Bonds. If, at the date of authentication of any 2023A Bond, interest thereon is in default, such 2023A Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on such outstanding 2023A Bond, or if no interest has been paid, from the date of initial delivery of the 2023A Bonds. Interest on the 2023A Bonds will be computed on the basis of a 360 -day year of twelve 30 - day months.
Redemption
Optional Redemption of Bonds. The 2023A Bonds maturing on or after June 1, 2032 shall be subject to redemption prior to their respective maturity dates as a whole or in part on any date on or after June 1, 2031, in any order deemed reasonable by the Authority, and by lot within a maturity, from prepayments of Base Rental Payments made at the option of the City pursuant to the Lease, at a redemption price equal to the principal amount of the 2023A Bonds to be redeemed, plus accrued but unpaid interest to the date fixed for redemption, without premium.
Mandatory Sinking Account Redemption of 2023A Bonds. The 2023A Bond maturing on June 1, 2048 (the "2023A Term Bond (2048)") will be subject to mandatory redemption, in part by lot, from sinking account payments as described in the following schedule commencing on June 1 in each year to and including June 1, 2048 at a redemption price equal to the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption.
Redemption Date
June 1
2044
2045
2046
2047
2048*
* Maturity.
Principal Amount
To be Redeemed
$2,365,000
2,485,000
2,610,000
2,740,000
2,875,000
The 2023A Bond maturing on June 1, 2053 (the "2023A Term Bond (2053)" and together with the 2023A Term Bond (2048), the "2023A Term Bonds") will be subject to mandatory redemption, in part by lot, from sinking account payments as described in the following schedule commencing on June 1 in each year to and including June 1, 2053 at a redemption price equal to the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption.
Redemption Date
June 1
2049
2050
2051
2052
2053*
* Maturity.
Principal Amount
To be Redeemed
$3,020,000
3,180,000
3,345,000
3,520,000
3,705,000
If some but not all of the 2023A Term Bond of a maturity has been redeemed pursuant to extraordinary or optional redemptions, the total amount of sinking account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of such 2023A Term Bond so redeemed by reducing each such future sinking account payment on a pro rata basis (as nearly as 3
practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the Authority with the Trustee. In the event of any reductions in the amount of sinking account payments due as a result of some but not all of the 2023A Term Bond being redeemed pursuant to extraordinary or optional redemption, the Authority shall provide the Trustee with a revised schedule reflecting such reductions.
Extraordinary Redemption. The 2023A Bonds will be subject to redemption prior to their respective maturity dates, upon notice as provided in the Indenture, as a whole or in part on any date, from prepayments of Base Rental Payments made by the City pursuant to the Lease from funds received by the City due to a taking of the Leased Property or any portion thereof under the power of eminent domain or from insurance proceeds received by the City due to damage to or destruction of the Leased Property or any portion thereof, under the circumstances and upon the conditions and terms prescribed in the Indenture and in the Lease. Redemption of 2023A Bonds shall be made at a redemption price equal to the sum of the principal of the 2023A Bonds to be redeemed plus accrued interest thereon to the date fixed for redemption, without premium.
Selection of Bonds for Redemption
Whenever provision is made in the Indenture for the redemption of less than all of the 2023A Bonds, the Trustee shall select the 2023A Bonds to be redeemed from all 2023A Bonds not previously called for redemption, in such maturities as the Authority shall designate (and by lot within any maturity).
For purposes of such selection, all Bonds shall be deemed to be comprised of separate $5,000 portions and such portions shall be treated as separate 2023A Bonds, which may be separately redeemed.
Notice of Redemption
The Trustee on behalf and at the expense of the Authority shall send (by first class mail or other means acceptable to the recipient thereof) notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books, to the Securities Depositories and to one or more Information Services, at least twenty (20) but not more than sixty (60) days prior to the date fixed for redemption; provided, however, that neither failure to receive any such notice so mailed or otherwise delivered nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice shall state the date of the notice, the redemption date, the redemption place and the redemption price and shall designate the CUSIP numbers, the 2023A Bond numbers and the maturity or maturities (except in the event of redemption of all of the 2023A Bonds) of the 2023A Bonds to be redeemed, and shall require that such Bonds be then surrendered at the Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date.
Neither the Authority nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Bond or in any redemption notice with respect thereto, and any such redemption notice may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Authority nor the Trustee shall be liable for any inaccuracy in such numbers.
Any notice given pursuant to the Indenture may be conditional and/or rescinded by written notice given to the Trustee by the Authority and the Trustee shall provide notice of such rescission as soon thereafter as practicable in the same manner, and to the same recipients, as notice of such redemption was given pursuant to the Indenture.
Partial Redemption of Bonds
If only a portion of any Bond is called for redemption, then upon surrender of such Bond the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense 4
of the Authority, a new 2023A Bond or Bonds, interest rate and maturity date, in aggregate principal amount equal to the unredeemed portion of the 2023A Bond being redeemed.
Effect of Redemption
From and after the date fixed for redemption, if funds available for the payment of the principal of, premium, if any, and interest on the 2023A Bonds so called for redemption shall have been duly provided, such Bonds so called shall cease to be entitled to any benefit under the Indenture other than the right to receive payment of the redemption price, and no interest shall accrue thereon from and after the redemption date. A11 2023A Bonds redeemed pursuant to the Indenture shall be canceled by the Trustee. All moneys held by or on behalf of the Trustee for the payment of principal of or interest or premium on Bonds, whether at redemption or maturity, shall be held in trust for the account of the Owners thereof and the Trustee shall not be required to pay Owners any interest on, or be liable to Owners for any interest earned on, moneys so held.
Book -Entry System
The 2023A Bonds are being issued as fully registered bonds and, when executed and delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). The 2023A Bonds will be issued in denominations of $5,000 or any integral multiple thereof. Individual purchases of 2023A Bonds will be made in book -entry form only. Payments of principal of and interest on the 2023A Bonds are to be made to purchasers by DTC through DTC Participants.
Purchasers will not receive physical delivery of the 2023A Bonds purchased by them. See APPENDIX F — "BOOK —ENTRY SYSTEM."
SECURITY AND SOURCES OF PAYMENT FOR THE 2023A BONDS
2023A Bonds
General. The 2023A Bonds will be secured by a first lien on and pledge of the Revenues, which consist substantially of the Base Rental Payments payable by the City pursuant to the Lease. The Base Rental Payments will be paid by the City in an amount sufficient to pay the principal of and interest on the 2023A Bonds on each Interest Payment Date. On or before the fifteenth (15) Business Day preceding each Interest Payment Date, the City is required to pay to the Trustee the Base Rental Payments coming due on the next succeeding Interest Payment Date, respectively, from any legally available sources.
Pursuant to an Assignment Agreement, dated as of December 1, 2023 (the "Assignment Agreement"), by and between the Authority and the Trustee, relating to the 2023A Bonds, the Authority has and will assign, as further security for its obligations to make timely payment of principal of and interest on the 2023A Bonds to the Trustee for the benefit of the Owners certain of the Authority's rights under the Lease and Site Lease, including the right to receive all Base Rental Payments.
Additional Rental Payments
Under the Lease, in addition to Base Rental Payments, the City has agreed to pay Additional Rental Payments in such amounts in each year as shall be required for the payment of all costs and expenses (not otherwise paid for or provided for out of the proceeds of sale of the 2023A Bonds) incurred by the Authority or the Trustee in connection with the execution, performance or enforcement of the Lease or the assignment thereof, the Indenture, or the Authority's or the Trustee's interest in the Leased Property, including, but not limited to, all fees, costs and expenses, all administrative costs of the Authority relating to the Leased Property (including, without limiting the generality of the foregoing, salaries and wages of employees, overhead, insurance premiums, taxes and assessments (if any), expenses, compensation and indemnification of the Trustee payable by the Authority under the Indenture), fees of auditors, accountants, 5
attorneys or engineers, and all other reasonable and necessary administrative costs of the Authority or charges required to be paid by it to comply with the terms of the 2023A Bonds or of the Indenture. Such Additional Rental Payments shall be billed to the City by the Authority or the Trustee from time to time.
Amounts so billed shall be paid by the City within sixty (60) days after receipt of the bill by the City.
Covenant to Budget and Appropriate
The City has covenanted in the Lease to take such action as may be necessary to include all Base Rental Payments and Additional Rental Payments due under the Lease in its budget and to make the necessary annual appropriations for all such Base Rental Payments and Additional Rental Payments, subject only to abatement as provided in the Lease.
The City will furnish to the Authority and the Trustee annually a certificate stating that it has complied with this covenant, as set forth in the Lease. The covenants on the part of the City contained in the Lease shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in the Lease agreed to be carried out and performed by the City.
Limited Obligations
The full faith and credit of the Authority is not pledged for the payment of the principal of or interest or premium (if any) on the 2023A Bonds. The 2023A Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Revenues and such other moneys and securities as provided in the Indenture.
The obligation of the City to make Base Rental Payments or Additional Rental Payments does not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. Neither the 2023A Bonds nor the obligation of the City to make Base Rental Payments or Additional Rental Payments constitutes an indebtedness of the City, the State of California or any of its political subdivisions (other than the Authority) within the meaning of any constitutional or statutory debt limitation or restriction.
Abatement of Base Rental Payments
General. The obligation of the City to pay Base Rental Payments and Additional Rental Payments is subject to abatement during any period in which by reason of any damage, destruction, condemnation or title defect there is substantial interference with the use by the City of the Leased Property or any portion thereof. See "RISK FACTORS — Abatement." Such abatement shall be in an amount such that the resulting Base Rental Payments in any year during which such interference continues does not exceed the fair rental value of the portions of the Leased Property as to which such damage, destruction, taking or title defect does not substantially interfere with the City's use and right of possession, as evidenced by a Certificate of the City. Such abatement shall continue for the period commencing with the date of interference resulting from such damage, destruction, condemnation, taking or title defect and, with respect to damage to or destruction of the Leased Property, ending with the substantial completion of the work of repair or replacement of the Leased Property, or the portion thereof so damaged or destroyed.
An abatement will continue for the period commencing with the date on which the Leased Property is not available for use and occupancy and ending with the date on which the Leased Property is available for use and occupancy by the City. The term of the Lease will be extended by the period during which Base Rental Payments or Additional Rental Payments is abated, except that the term may in no event be extended beyond ten years following the stated term thereof.
6
Maintenance, Utilities, Taxes and Assessments
During such time as the City or any assignee or sublessee thereof is in possession of the Leased Property, all maintenance and repair, ordinary or extraordinary, of the Leased Property shall be the responsibility of the City, and the City shall pay for or otherwise arrange for the payment of (a) all utility services supplied to the Leased Property, (b) the cost of operation of the Leased Property, and (c) the costs of maintenance of and repair to the Leased Property resulting from ordinary wear and tear or want of care on the part of the City. The City shall at the City's sole cost and expense keep and maintain the Leased Property clean and in a safe and good condition and repair. The Authority shall have no obligation to alter, remodel, improve, repair, decorate, or paint the Leased Property or any part thereof, and the parties hereto affirm that the Authority has made no representations or warranties to the City respecting the condition of the Leased Property. The City shall comply with all statutes, ordinances, regulations, and other requirements of all governmental entities that pertain to the occupancy or use of the Leased Property. The Authority has no responsibility or obligation whatsoever to construct any improvements, modifications or alterations to the Leased Property. The City waives the right to make repairs at the Authority's expense under Subsection 1 of Section 1932 and Section 1942 of the California Civil Code, or any other such law, statute, or ordinance now or hereafter in effect. The Leased Property will be used for public purposes by the City and, therefore, the Leased Property will be exempt from all taxes presently assessed and levied with respect to real and personal property, respectively. If the use, possession or acquisition by the Authority or the City of the Leased Property is found to be subject to taxation in any form, the City will pay during the term hereof, as the same respectively become due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Leased Property and any other property acquired by the City in substitution for, as a renewal or replacement of, or a modification, improvement or addition to the Leased Property; provided, that with respect to any governmental charges or taxes that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are accrued during such time as the Lease is in effect.
Insurance Coverages
Pursuant to the Lease, the City shall secure and maintain or cause to be secured and maintained at all times with insurers of recognized responsibility, or through a program of self-insurance to the extent specifically permitted in the Lease, all coverage on the Leased Property on which improvements are constructed required by the Lease. Such insurance shall consist of (i) comprehensive general liability coverage against claims for damages including death, personal injury, bodily injury or property damage arising from operations involving the Leased Property. Such insurance shall afford protection with a combined single limit of not less than $1,000,000 per occurrence with respect to bodily injury, death or property damage liability, or such greater amount as may from time to time be recommended by the City's risk management officer or an independent insurance consultant retained by the City for that purpose, subject to a deductible clause of not to exceed $500,000. The City's obligations under this clause (i) may be satisfied by self-insurance; (ii) casualty insurance, throughout the term of the Lease, against loss or damage to any or all of the Leased Property by fire and lightning, with extended coverage and vandalism and malicious mischief insurance, and against loss of Leased Property by theft. Such extended coverage insurance shall, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance. The insurance required by this paragraph shall be in an amount not less than the principal amount of the Outstanding Bonds. The City's obligations under this clause (ii) may be satisfied by self-insurance; (iii) workers' compensation insurance issued by a responsible carrier authorized under the laws of the State to insure employers against liability for compensation under the Labor Code of the State, or any act enacted as an amendment or supplement thereto or in lieu thereof, such workers' compensation insurance to cover all persons employed by the City in connection with the Leased Property and to cover full liability for compensation under any such act; provided, however, that the City's obligations under this clause (iii) may be satisfied by self-insurance.
7
Rental interruption insurance will also be maintained in an amount not less than the maximum remaining scheduled Base Rental Payments in any twenty-four (24) month period, by an insurance provider rated at least "A" by A.M. Best & Company, to insure against loss of use of the Leased Property caused by perils covered by the comprehensive general liability coverage insurance). Such insurance may be maintained as part of or in conjunction with any other rental interruption insurance carried by the City and must list the Authority and the Trustee as additional insured parties. The net proceeds of such insurance shall be paid to the Trustee and credited toward the payment of the Base Rental Payments in the order in which such Base Rental Payments come due and payable.
Builders' risk insurance in an amount equal to the lesser of the Outstanding principal amount of the Bonds, or the replacement cost of the Project, which insurance shall be outstanding until Final Completion of the Project.
All policies or certificates issued by the respective insurers for insurance, with the exception of workers' compensation insurance, shall provide that such policies or certificates shall not be canceled or materially changed without at least 30 days' prior written notice to the Authority and the Trustee.
Certificates of comprehensive general liability and workers' compensation insurance shall be furnished by applicable insurers to the City, and, at least ten days prior to the expiration dates of such policies, if any, evidence of renewals shall be deposited with the Trustee. If the City elects to provide self-insurance pursuant to clauses (i), (ii) and/or (iii) above, the City shall annually cause to be delivered to the Trustee, upon request, a certificate of an Insurance Consultant certifying to the adequacy of the City's reserves for such insurance. All policies or certificates of insurance provided for in the Lease shall name the City as a named insured and the Trustee as an additional insured. All proceeds of insurance maintained under clauses (i) and (ii) shall be deposited with the City and under clause (2) shall be deposited with the Trustee.
Notwithstanding the generality of the foregoing, the City shall not be required to maintain or cause to be maintained more insurance than is specifically referred to above or any policies of insurance other than standard policies of insurance with standard deductibles offered by reputable insurers at a reasonable cost on the open market.
Substitution and Release of Property
Pursuant to the Lease, the City and the Authority specifically acknowledge that the annual fair rental value of the Leased Property is in excess of the maximum annual Base Rental Payments. The City shall have, so long as the Lease is in effect, and is granted under the Lease, the option at any time and from time to time, to substitute other real property (the "Substitute Property") for any portion of the Leased Property (the "Former Property") or release any identifiable real property and/or improvements currently constituting the Leased Property (in such case, Substitute Property shall mean the Former Property less any portion released pursuant to the Lease); provided, that the City must satisfy all of the following requirements, which are conditions precedent to such substitution:
(a) No default under the Lease or Event of Default shall have occurred and be continuing;
(b) The City shall file with the Authority and the Trustee, and cause to be recorded in the office of the County Recorder, sufficient memorialization of amendments to the Lease and the Site Lease which replaces Exhibit A to the Lease and Exhibit A to the Site Lease with a description of such Substitute Property which deletes therefrom the description of the Former Property; (c) The City shall obtain an extended California Land Title Association ("CLTA") policy of title insurance insuring the City's fee or leasehold estate in such Substitute Property, the City's leasehold estate under the Lease, and the Authority's leasehold estate under the Site Lease in such Substitute Property, subject only to Permitted Encumbrances, in an amount not less than the aggregate principal 8
amount of the Outstanding Bonds; provided, however, that this requirement shall not apply to Substitute Property that consists only of Former Property less any released portion; (d) The City shall provide a Certificate of the City to the Authority and to the Trustee that such Substitute Property constitutes property which the City is permitted to lease under the laws of the State of California;
(e) The substitution of the Substitute Property shall not cause the City to violate any of its covenants, representations and warranties made in the Lease; (f) The City shall file with the Authority and the Trustee a Certificate of the City or other evidence which establishes that the annual fair rental value of the Substitute Property after substitution or release will be at least equal to 100% of the maximum amount of the Base Rental Payments becoming due in the then current fiscal year or in any subsequent fiscal year and the useful economic life of the Substitute Property shall be at least equal to the maximum remaining term of the Lease; and (g) The City shall furnish to the Trustee an opinion of Bond Counsel addressed to the Trustee, the City and the Authority to the effect that the substitution or release is permitted under the Lease.
Upon the satisfaction of all such conditions precedent, and upon the City delivering to the Authority and the Trustee a Certificate of the City certifying that the conditions set forth in subsections (a), (c) and (e) outlined above have been satisfied, the Term of the Lease shall thereupon end as to the Leased Property and shall thereupon commence as to the Substitute Property, and all references to the Leased Property shall apply with full force and effect to the Substitute Property. The City shall not be entitled to any reduction, diminution, extension or other modification of the Base Rental Payments whatsoever as a result of any substitution or removal under the Lease.
PLAN OF FINANCE
General
The Authority is issuing the 2023A Bonds, to provide funds to: (i) finance the acquisition, construction and improvement of the Project, (ii) fund a portion of interest for the 2023A Bonds, and (iii) pay the related costs of issuing the 2023A Bonds.
The City has approved expenditure of up to $30 million of available City funds for the Project.
Currently, approximately $26 million of such funds remain unexpended. The City will contribute $26 million of such remaining approved City funds to the 2023 Project Fund under the Indenture.
See "ESTIMATED SOURCES AND USES OF FUNDS."
The Police Station Project
General The Project is located at 128 N. Willow Avenue, Rialto, California 92376 and consists of a two-story concrete police administration building of approximately 50,814 square feet, a support building of approximately 11,403 square feet, and approximately 230 spaces of on -site parking. The Project's expected total capital cost is approximately $83 million, with completion expected in July 2026. The Police Station Project site is fully entitled and has satisfied all environmental requirements. No hazardous substances that would impair the Project have been identified on the site. An underground fuel tank with suspected leakage will be remediated as part of the Project. 9
Substantial completion of the Project and beneficial use and occupancy by the City is expected to occur by July 2026, subject to unexpected delays. Upon substantial completion, the City will maintain and operate the Project.
Project Team. The Project will be designed and constructed by the Project Team comprised of Griffin Structures Inc. (the "Developer"), LPA, Inc. (the "Architect") and Swinerton Builders (the "General Contractor"). See APPENDIX G — "FORM OF DEVELOPMENT AGREEMENT" hereto. Following are brief descriptions of the Project Team. The Developer, Architect, and the General Contractor have successfully collaborated on 25 public -sector projects over more than 20 years including the recent public - private partnership for the Salinas Police Services Headquarters, the delivery of the Quartz Hill Library project for the County of Los Angeles and the Orange County Civic Center buildings.
Developer. Griffin Structures, Inc. is the developer for the Project. The Developer's website is:
www.griffinstructures.com . Information set forth on such website is not incorporated herein by reference.
The Developer is a California -based, award -winning, development, program, design and construction management organization providing strategic project delivery solutions to public, non-profit, and private sector clients since 1981. Headquartered in Irvine, California, the Developer also maintains a Northern California office in Santa Clara. For more than four decades Griffin has worked with California cities and counties to plan, design, build, and fmance facilities needed to serve their communities. The Developer provides a team of highly experienced and proven professionals in the design, development, and construction fields. The firm's professionals deliver complex projects -managing projects from planning, design, development, and construction, to entitlements through post -occupancy. Several of the firm's professionals are Certified Construction Managers, LEED certified, and/or Design -Build Institute of America (DBIA) Associates. The Developer has provided services in connection with a wide range of project delivery methods, including public -private partnerships, progressive design -build, and related project financings.
The Developer has completed over 250 projects for the public sector. The Developer's experience includes administrative complexes, police, fire and public safety facilities, city halls, libraries, community/senior centers, parking structures, corporation yards, parks and trail systems, sports and recreational complexes, zoos, non-profit facilities, commercial buildings, healthcare facilities, and related infrastructure.
In addition to its current portfolio of public projects (e.g. $1 billion Irvine Great Park Facilities Framework Plan, $400 million San Bernardino County Downtown Government Campus and Master Plan, $135 million San Bernardino County Valley Communication Center, $190 million Eastvale Civic Center the Developer also recently completed the award -winning $400 million County of Orange Civic Center, including both Administration North and Administration South as the key component of the County's 20 - year Facilities Strategic Plan. This project was delivered utilizing Public -Private Partnership (P3) form of project delivery).
Representative examples of projects that have received awards and reputable distinctions include:
the County of Orange Civic Center (LEED Silver, APWA Project of the Year), the Environmental Nature Center (LEED Platinum, Net Zero Energy, Top 10 AIA COTE), Burlingame Community Center (Net Zero Energy, Clean Peninsula Award), MidPen Housing (Best Housing Community Award), Salinas Police Services Headquarters (ENR Best Project, APWA Project of the Year), Quail Hill Community Center (LEED Gold), Quartz Hill Library (LEED Gold), Westminster Police Department Headquarters (LEED Platinum), Newport Beach Marina Park Community & Sailing Center (APWA National Project of the Year), Great Park Ice & FivePoint Arena (LEED Silver), and government campuses for the County of San Bernardino, the City of Hesperia and the City of Fullerton (LEED Certified).
General Contractor. Swinerton Builders, the general contractor for the Project, was founded in 1888 and undertakes construction projects throughout California and other states. The General Contractor's 10
website is: www.swinerton.com . Information set forth on such website is not incorporated herein by reference. Swinerton currently has the oldest active California General Contractor's License, #92. For the last three years the General Contractor has been ranked as the largest general contractor in California by the Engineering News Record. The General Contractor completed approximately $5 billion "put in place" construction in 2022. The firm currently employs approximately 4,300 professionals throughout 20 offices across the nation. The General Contractor has an aggregate bonding limit of over $6 billion, available bonding capacity of $2.3 billion, and a maximum bonding limit of $750 million per project.
Representative Southern California projects completed by the General Contractor include the following: Delta Airlines Sky Club, Bank of New York Mellon, High Desert Health System Multi -Service Ambulatory Care Center, Turner Riverwalk, UCSD Charles David Keeling Apaitiuents, the Carlyle, Sunroad Centrum, a LEED certified office structure, and NASA Jet Propulsion Laboratory Flight Projects Center. The General Contractor has completed more than 200 LEED projects, valued at more than $4.2 billion. The firm's experience includes civic infrastructure projects, many of them in collaboration with the Developer.
Architect. LPA, Inc. (the "Architect"), the architect for the Project has been in business for more than fifty years. Architect's website is: www.lpadesignstudios.com . Information set forth on such website is not incorporated herein by reference. The Architect has approximately 400 employees: 70% LEED Accredited Professionals and 47% licensed professionals (Architect, PE, CID, etc.). As one of the largest integrated design firms in California and Texas, the Architect provides architecture, planning, landscape architecture, interior design, engineering, and graphic/signage services from early program development to project closeout. Representative projects completed by the Architect include the following: NASA Jet Propulsion Laboratory Flight Projects Center, Capital Group Companies, Premier Automotive Group, 200 Spectrum Center, 520 Newport Center, Santa Clara Gateway, Edwards Lifescience, Brentwood Civic Center, Hesperia Civic Center and San Bernardino County Public Safety Operations Center. The Architect has won more than 700 major design awards, and completed over 200 LEED certified projects in California.
Development Agreement and General Contractor Contract. Prior to issuance of the 2023A Bonds, the City and the Developer will enter into a Development Agreement in connection with the Project; see APPENDIX G hereto (the "Development Agreement"). The Development Agreement will be the primary document governing development and construction management services in connection with the construction of the Project. The Developer will not personally perform any design or construction services, but has or will contract directly and separately with (i) the General Contractor who is to be engaged to construct the Project, (ii) the Architect and engineers and related design consultants designing the Project, and (iii) such other contractors or consultants who may be engaged to perform discrete elements of design or construction work on the Project to the extent not covered by the construction management contract for the Project (the "General Contractor Contract") between the City and the General Contractor or the Architect Agreement, between the Developer and the Architect.
Pursuant to the Development Agreement, the Developer will require that the General Contractor to include in all Construction Contracts recitations or provisions requiring the following:
• Labor Code §1700: Provisions requiring all Contractors employed on the Project to be responsible to pay the prevailing rate of wages as defined in California Labor Code Sections 1700 et seq. (but expressly excluding the Davis -Bacon Act and any rules and regulations 11
promulgated thereunder), and to indemnify the City, the Developer and the Trustee for claims arising out of failure to pay proper wages;
• Safety: Provisions for initiating, maintaining and providing supervision of safety precautions and programs in connection with the construction of the Project; • Indemnity: Provisions for indemnifying the City, the Developer and Trustee for claims arising out of the negligence or willful misconduct of such Contractor and its employees and agents; and
• Assignment: Provisions for assignment to the Trustee upon an Event of Default under the Indenture for which the Developer has received written notice from the Trustee.
Liquidated Damages. As the City's sole remedy for delay, the Developer will agree to forfeit and pay to the City the sum of $12,000 per day as liquidated damages, and not as a penalty ("Liquidated Damages"), for each calendar day that Substantial Completion of the Project is delayed beyond the Developer Obligation Date, as that date may be adjusted pursuant to the terms of the Development Agreement. The City may deduct such sum from any payments due to or to become due to the Developer.
See APPENDIX G — "FORM OF DEVELOPMENT AGREEMENT" hereto. Developer will have a claim for (and be able to deduct from amounts owing the General Contractor or otherwise collect from the General Contractor) the actual damages that the Developer suffers as a result of the General Contractor's failure to achieve Substantial Completion as provided in the General Contractor Contract, including Liquidated Damages. Pursuant to the Facility Lease, the City will assign and transfer to the Authority all right, title, and interest in, to, and under any payments received pursuant to the Liquidated Damages provisions of the Development Agreement for deposit in the Lease Revenue Fund.
Payment and Performance Bonds. Under the General Contractor Contract, the Developer will require the General Contractor to furnish a payment bond for 100% of the amount of the construction portion of the Guaranteed Maximum Construction Price, in accordance with Civil Code Section 9554, and a performance bond for 100% of the amount of the construction portion of the Guaranteed Maximum Construction Price, guaranteeing the faithful performance of the General Contractor Contract.
Capitalized Interest. A portion of the proceeds of the 2023A Bonds will fund interest on the 2023A Bonds through December 1, 2026. See "RISK FACTORS — Police Station Project Completion" herein.
Insurance During Construction. During construction of the Project, the Developer will be required to procure and maintain, at a minimum, for the duration of the Development Agreement the insurance coverages set forth in Exhibit G to the Development Agreement. See APPENDIX G — "FORM OF DEVELOPMENT AGREEMENT" hereto.
Insurance Following Construction. Following delivery of the Certificate of Substantial Completion pursuant to the Lease, the City will maintain the insurance coverages described in the Lease.
See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Insurance" herein.
Assignment of Documents on Event of Default. Upon written notice from the Trustee to the Developer of the occurrence of an Event of Default under the Indenture, the Developer will assign the Development Agreement, the Architect's Agreement and the General Contractor Contract, together with such other Construction Contracts as the Trustee may request, to Trustee for such time as the Event of Default in the sole judgment of the Trustee remains uncured. 12
LEASED PROPERTY
General. The Leased Property consists of the land and improvements of the City's current police station, which will also be the site for the Project. Once the Project is completed and the City has beneficial use and occupancy of the site and building, it is expected that the existing police station structure will be demolished and removed from the site. The City may substitute other real property for any portion of the Leased Property described above, or release any identifiable real property and/or improvements currently constituting the Leased Property, provided the City satisfies the provisions of the Lease. See "SECURITY AND SOURCES OF PAYMENT OF THE 2023A BONDS — Substitution and Release of Property." No Remedy of Foreclosure. The City has not granted any security interest in the Leased Property for the benefit of the owners of the 2023A Bonds, and there is no deed of trust or mortgage or remedy of foreclosure on the Leased Property upon the occurrence of an Event of Default under the Indenture or the Lease.
ESTIMATED SOURCES AND USES OF FUNDS
The following table shows the estimated sources and uses of funds:
Sources:
Par amount of the 2023A Bonds
Original Issue Premium
City Contribution
Total Sources
Uses:
2023 Project Fund Proceeds Account
2023 Project Fund City Contribution Account
2023 Interest Account(1)
Costs of Issuance(2)
Total Uses
$56,525,000.00
4,874,231.50
26,000,000.00
$87,399,231.50
$52,918,578.00
26,000,000.00
7,843,647.29
637,006.21
$87,399,231.50
(1) Interest funded (net of expected investment earnings) through December 1, 2026. See "PLAN OF FINANCE" and "RISK FACTORS - Police Station Project Completion."
(2) Costs of issuance include fees and expenses for Bond Counsel, Disclosure Counsel, Municipal Advisor, Trustee, printing expenses, rating fee, underwriter's discount and other miscellaneous costs. [Remainder of page intentionally left blank.]
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DEBT SERVICE REQUIREMENTS
The following table sets forth the debt service requirements for the 2023A Bonds, assuming no optional or extraordinary redemptions.
Year Ending
June 30 Principal Interest Total
2024 $ - $1,282,711.60 $1,282,711.60
2025 - 2,868,175.00 2,868,175.00
2026 - 2,868,175.00 2,868,175.00
2027 1,030,000 2,868,175.00 3,898,175.00
2028 1,085,000 2,816,675.00 3,901,675.00
2029 1,140,000 2,762,425.00 3,902,425.00
2030 1,195,000 2,705,425.00 3,900,425.00
2031 1,255,000 2,645,675.00 3,900,675.00
2032 1,320,000 2,582,925.00 3,902,925.00
2033 1,385,000 2,516,925.00 3,901,925.00
2034 1,455,000 2,447,675.00 3,902,675.00
2035 1,525,000 2,374,925.00 3,899,925.00
2036 1,600,000 2,298,675.00 3,898,675.00
2037 1,680,000 2,218,675.00 3,898,675.00
2038 1,765,000 2,134,675.00 3,899,675.00
2039 1,855,000 2,046,425.00 3,901,425.00
2040 1,945,000 1,953,675.00 3,898,675.00
2041 2,045,000 1,856,425.00 3,901,425.00
2042 2,145,000 1,754,175.00 3,899,175.00
2043 2,255,000 1,646,925.00 3,901,925.00
2044 2,365,000 1,534,175.00 3,899,175.00
2045 2,485,000 1,415,925.00 3,900,925.00
2046 2,610,000 1,291,675.00 3,901,675.00
2047 2,740,000 1,161,175.00 3,901,175.00
2048 2,875,000 1,024,175.00 3,899,175.00
2049 3,020,000 880,425.00 3,900,425.00
2050 3,180,000 721,875.00 3,901,875.00
2051 3,345,000 554,925.00 3,899,925.00
2052 3,520,000 379,312.50 3,899,312.50
2053 3,705,000 194,512.50 3,899,512.50
Total $56,525,000 $55,807,711.60 $112,332,711.60
THE AUTHORITY
The Authority is a joint powers authority, organized under an Amended and Restated Joint Exercise of Powers Agreement, dated as of October 10, 2023 (the "Joint Powers Agreement"), with the Rialto Housing Authority and the City as the Authority's members. The Joint Powers Agreement was entered into pursuant to the provisions of the Act. The Authority is governed by a five -member Board of Directors that comprises the members of the City Council. The Authority has no separate staff, but operates using City staff members.
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THE CITY
General
The City is located in the western portion of the County of San Bernardino (the "County"), approximately 60 miles east of the City of Los Angeles and just west of the City of San Bernardino. The City was incorporated in 1911, and is organized as a general law city with a Council -Manager form of government. The City is approximately four miles wide and eight and one-half miles long. The City is served by Interstate Freeways 210, 215, 10 and 15. See APPENDIX A — "SUPPLEMENTAL INFORMATION - THE CITY OF RIALTO AND SAN BERNARDINO COUNTY" and APPENDIX B — "AUDITED FINANCIAL STATEMENTS OF THE CITY OF RIALTO FOR THE FISCAL YEAR ENDED JUNE 30, 2022."
Audited Financial Statements
The following table sets forth the City's General Fund Balance Sheet information for Fiscal Years ended June 30, 2018 through June 30, 2022 and preliminary, unaudited information for Fiscal Year ended June 30, 2023.
[Remainder of page intentionally left blank.]
15
TABLE 1
CITY OF RIALTO
GENERAL FUND BALANCE SHEET
FOR FISCAL YEARS ENDED JUNE 30, 2018 THROUGH JUNE 30, 2023 2018 2019 2020 2021
2022
Preliminary
2023
Assets
Cash and investments(')
Accounts receivable, Net
Interest receivable
Prepaid costs
Deposits
Due from other governments
Due from other funds(')
Due from Successor Agency
Advances to other funds
Inventory
Property held for development
Restricted assets: Cash and Investments
Total assets
Liabilities
Accounts Payable and Accrued Liabilities
Deposits
Unearned Revenues
Due to Other Funds(4)
Total Liabilities
Total Liabilities and Deferred Inflows of Resources
Total Fund Balances
Total Liabilities, Deferred Inflows of Resources
and Fund Balances
$ 87,751,932 $ 84,002,253
4,316,413 3,456,795
184,223 214,419
142,765 4,810
4,037,165 4,678,056
4,303,422 5,774,535
3,220,138 1,425,581
137,503 220,390
1,300,000 18,799,195
52,184 50,365
719,969 719,969
182,806 185,383
$106,348,520 $119,531,751
$ 5,570,262 $ 3,658,021
90,361 102,694
27,390,708 32,992,278
269,435 230,364
$ 33,320,766 $ 36,983,357 $ 7,090,363 $ 7,163,092 $ 15,488,044 $ 46,967 $ 49,211 $ 88,187 $ 873,969 $ 4,716,513
$ 72,980,787 $ 82,499,183 $87,521,513 $104,586,974 $ 81,668,184 $50,769,459
5,782,661
79,484
5,753
4,817,803
8,544,137
4,732,147
141,480
18,799,195
56,754
719,969
251,221
$94,700,063
$ 5,449,510
99,801
1,541,052
$ 68,197,287
4,952,342
176
29,311
4,828,059
12,957,524
1,829,553
18,799,195
59,398
719,969
251,221
$112,624,035
$ 5,894,905
135,461
1,132,726
$ 39,710,974
10,092,206
65,074
60,778
4,791,464
11,206,829
16,090,214
$ 83,186,770
18,300,766(2)
398,351
67,717
5,803,833
478,145
1,604,355
18,799,195 12,192,605
84,817 185,514
719,969 719,968
251,221 251,220
$101,872,741 $123,189,244
$ 7,747,916
185,181
2,681,842
4,873,105
$ 25,614,268(3)
1,643,021
638,970
$106,348,520 $119,531,751 $94,700,063
$27,896,259
$ 72,781
$95,220,204
$112,624,035 $101,872,741 $123,189,244
Source: City of Rialto.
(1) Fiscal Year ended June 30, 2022 amounts reflect a required $16.2 million dollar deficit cash clearing adjustment to balance negative cash balances in other funds and an unrealized net loss of $8.3 million dollars. Fiscal Year ended June 30, 2023 is pending a required deficit cash clearing adjustment. To date, the current amount required from the General fund is approximately $1,500,000, which will decrease cash and increase due from other funds. Additional increases in cash and investments are due to cashflow timing of investments and accrued liabilities. (2) Increased due to timing. Revenues that are received for Fiscal Year ended June 30, 2023, between the City's accrual period of July 1, 2023, and August 31, 2023, are reflected in Accounts Receivable.
(3) Increased due to timing. Accounts Payable invoices that are received for Fiscal Year ended June 30, 2023, between the City's accrual Period of July 1, 2023 and August 31, 2023, are reflected in Accounts Payable and Accrued Liabilities.
(4) Fiscal Year ended June 30, 2022 amount reflects transfer to the City's Water Fund for rate stabilization purposes. 16
The following table summarizes the City's General Fund Statement of Revenues, Expenditures, and Changes in General Fund Balance for the Fiscal Years ended June 30, 2018 through June 30, 2023. This information has been derived from the audited financial statements of the City for the fiscal years shown, except for Fiscal Year ended June 30, 2023.
This information should be read in conjunction with APPENDIX B — "AUDITED FINANCIAL STATEMENTS OF THE CITY OF RIALTO FOR FISCAL YEAR ENDED JUNE 30, 2022."
[Remainder of page intentionally left blank.]
17
TABLE 2
CITY OF RIALTO
GENERAL FUND STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN GENERAL FUND BALANCE FOR FISCAL YEARS ENDED JUNE 30, 2018 THROUGH JUNE 30, 2023 Preliminary
2018 2019 2020 2021 2022 2023
REVENUES
Taxes(1)
Licenses and permits
Fines and forfeitures
Use of Money and Property(2)
Revenue from other agencies
Charges for services
Rialto Utility Authority Lease Payments(3)
Reimbursement from Successor Agency
Other revenue)
Total Revenues
EXPENDITURES
Current:
General government
Public safety
Community development
Capital Outlay
Debt Service
Principal retirement
Interest and Fiscal Charges
Total expenditures
Excess of Revenues Over (Under) Expenditures
Other Financing Sources (Uses)
Proceeds from Sale of Capital Assets
Transfers in
Transfers out
Total Other Financing Sources (Uses)
Net Change in Fund Balances
Fund Balances — Beginning of Year
Fund Balances — End of Year
$58,442,946 $ 66,888,344 $68,600,527 $ 89,826,689 $111,985,260 $119,260,413 5,324,291 5,489,889 5,751,170 5,354,961 5,840,694 6,646,718 690,784 542,765 504,431 567,929 938,527 998,279
(368,577) 3,296,456 1,613,398 (237,931) (7,600,400) 3,090,995 9,973,520 5,758,792 7,581,247 7,481,318 5,787,852 6,040,297 8,750,006 11,671,434 9,316,984 9,111,405 12,250,587 11,056,843 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000 -
978,716 -
1,589,197 4,438,756 2,090,505 1,742,259 1,665,288 3,045,944 $87,380,883 $100,086,436 $97,458,262 $115,846,630 $132,867,808 $150,139,489 $16,549,072 $15,068,819 $16,665,951 $ 17,233,935 $ 35,985,643 $ 43,975,041 53,280,014 54,270,094 58,704,099 63,068,172 68,319,553 67,868,220 7,911,202 9,643,504 9,414,121 12,286,809 15,105,609 21,052,318 4,867,692 6,984,689 366,554 109,401 45,925 -
122,029 133,413 162,835 245,684 271,642
195,524 300,946 289,588 284,058 282,146
$82,925,533 $86,401,465 $85,150,725 $ 93,150,740 $119,986,472 $133,449,367 $ 4,455,350 $13,684,971
$12,307,537 $ 22,695,890 $ 12,881,336 $ 16,690,122
$ 21,791 $ 19,002 $ 16,112 $ 308,727 $ 3,422,727 $ -
8,492,760 66,092,173 1,865,036 3,709,729 9,950,403 8,192,809 (9,360,366) (70,277,750) (9,166,355) (3,104,532) (49,173,256) (11,330,911) $ (845,815) $(4,166,575) $(7,285,207) $913,924 $(35,800,126) $ (3,138,102) $ 3,609,535 $ 9,518,396 $ 5,022,330 $ 23,609,814 $(22,918,790) $ 13,552,020 $69,371,252 $72,980,787 $82,499,183 $ 80,977,1605) $104,586,974 $ 81,668,184 $72,980,787 $82,499,183 $87,521,513 $104,586,974 $ 81,668,184 $ 95,220,204 Source: City of Rialto.
(1) A change in the method of tax reporting by a prominent sales tax producer in the City resulted in a shift in the tax allocation from a statewide allocation through the County sales tax pool to a local sales tax allocation based upon the businesses' point -of -sale or fulfillment of the sale, resulting in a significant increase in sales tax revenues. See " — Distribution Center in the City" below. (2) Fiscal years ended June 30, 2022 and 2023 amounts reflect unrealized net losses. The unrealized net loss for Fiscal Year ended June 30, 2022 is approximately $8.3 million and for Fiscal Year ended June 30, 2023 the unrealized net loss is approximately $1.5 million. (3) The City currently expects a Rialto Utility Authority Lease Payment for Fiscal Year ended June 30, 2023, but the amount has not yet been determined. 18
(4) Other revenue represents various one-time funds that may arise in a given year. (5) The General Fund balance at July 1, 2020 was restated to reflect implementation of Governmental Accounting Standards Board Statement No. 84. [Remainder of page intentionally left blank.]
19
General Fund Revenue Sources
The table below provides the amount of General Fund revenues that each source represents for the fiscal years shown.
TABLE 3
CITY OF RIALTO
GENERAL FUND REVENUES
Revenue Source
Property Tax
Sales TaxPl
Other
Totals
Actual Actual
FY 2020 FY 2021
$27,005,679 $29,542,220
22,172,254 39,384,990
19,495,138 20,899,500
$68,673,071 $89,826,710
Actual
FY 2022
$ 32,700,353
55,080,619
24,204,285
$111,985,257
% of
General
Fund
Revenues
(FY 2022)(1)
21%
35 15
71%
Projected
Actual
FY 2023
$ 37,446,473
58,428,973
23,384,967
$119,260,413
% of
General
Fund
Revenues
(FY 2023)(1)
25%
39 16
80%
Source: City of Rialto.
(1) Rounded.
(2) A change in the method of tax reporting by a prominent sales tax producer in the City resulted in a shift in the tax allocation from a statewide allocation through the County sales tax pool to a local sales tax allocation based upon the businesses' point -of - sale or fulfillment of the sale, resulting in a significant increase in sales tax revenues. See " — Distribution Center in the City" below.
Property Taxes. Taxes are levied by the County for each Fiscal Year on taxable real and personal property which is situated in the City as of the preceding January 1. Effective July 1, 1983, real property which changes ownership or is newly constructed is reassessed at the time the change in ownership occurs or the new construction is completed. The current year property tax rate will be applied to the reassessment, and the taxes will then be adjusted by a proration factor to reflect the portion of the remaining tax year for which taxes are due.
For assessment and collection purposes, property is classified either as "secured" or "unsecured" and is listed accordingly on separate parts of the assessment roll. The "secured roll" is that part of the assessment roll containing State assessed public utilities property and real property having a tax lien which is sufficient, in the opinion of the County Assessor, to secure payment of the taxes. Other property is assessed on the "unsecured roll." Unsecured property comprises all property not attached to land, such as personal property or business property. Boats and airplanes are examples of unsecured property.
Property taxes on the secured roll are due in two installments, on November 1 and February 1 of each Fiscal Year, and if unpaid become delinquent on December 10 and April 10, respectively, subject to a penalty of ten percent. Property on the secured roll with respect to which taxes are delinquent becomes tax defaulted on or about June 30 of the Fiscal Year. Such property may thereafter be redeemed by payment of a penalty of 1.5 percent per month to the time of redemption, plus costs and a redemption fee. If taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the County Tax Collector.
Property taxes on the unsecured roll are due as of the January 1 lien date and, in general, become delinquent on August 31, subject to a ten percent penalty. If unsecured taxes are unpaid on October 31, an additional penalty of 1.5 percent attaches to them on the first day of each month until paid. The City has four ways of collecting delinquent unsecured personal property taxes: (1) bringing a civil action against the taxpayer; (2) filing a certificate in the office of the County Clerk specifying certain facts in order to obtain 20
a lien on certain property of the taxpayer; (3) filing a certificate of delinquency for record in the County Clerk and Recorder's office in order to obtain a lien on certain property of the taxpayer, and (4) seizing and selling personal property, improvements or possessory interests belonging or assessed to the entity assessed.
Economic and other factors beyond the City's control, such as economic recession, deflation of land values, or the complete or partial destruction of taxable property caused by, among other things, earthquake, flood or other natural disaster could cause a reduction in the assessed value of taxable property in the City. See also "LIMITATIONS ON REVENUES AND APPROPRIATIONS — Property Tax Limitations — Article XIIIA, XIIIB, XIIIC (Proposition 218)" and "— Article XIIIA Implementing Legislation."
Sales Taxes. A sales tax is imposed on the privilege of consuming personal property in California.
California does not tax services. The tax rate is established by the State Legislature, and is presently 7.25%, statewide (of which 1% is paid to the City). The State's actual administrative costs with respect to the portion of sales taxes allocable to the City are deducted before distribution. In addition, many of California's cities, counties, and communities have special taxing jurisdiction to impose a transaction (sales) or use tax.
These so-called district taxes increase the tax rate in a particular area by adding the local option tax to the statewide tax. These district taxes can vary up to 1 %, and more than one district tax may be in effect for a particular location. Sales taxes represent the largest revenue source for the City's General Fund.
E -commerce. During the past ten years, E -commerce retail sales have increased rapidly. In June 2018, the United States Supreme Court published its landmark decision in South Dakota v. Wayfair (the "Wayfair Decision"), holding that sales to a customer in a particular state alone are sufficient to create a nexus for purposes of determining whether a seller is required to collect sales taxes of the applicable state.
Prior to the Wayfair Decision, courts had interpreted the dormant Commerce Clause of the United States Constitution to require that a company have a physical nexus in a state for the seller to be liable for the collection of that state's sales tax. Physical nexus is defined as having either property or payroll in the state, including a resident employee working from home or inventory stored in that state. Thus, prior to the Wayfair Decision, states had much more limited means to collect sales tax revenue from E -commerce.
Following the Wayfair Decision, the State of California enacted Assembly Bill No. 147 on April 25, 2019, pursuant to which California Department of Tax and Fee Administration (the "CDTFA") has developed policies and procedures to govern the administration, collection and allocation of sales and use taxes for E -commerce retail sales. Among the factors that determine the allocation of sales and use tax revenue from E -commerce retail sales among California local jurisdictions such as the City, are the location from which the E -commerce order was placed, the location of the goods at the time of sale, the location of the fulfillment center.
Distribution Center in the City. Part of the increase in sales tax revenue reflects a change in tax reporting by a prominent sales tax producer in the City. This reporting change shifted the tax allocation from a statewide allocation through the County sales tax pool, where the tax was distributed pro -rata throughout the State, to a local sales tax allocation based upon the businesses' point -of -sale or fulfillment of the sale. The City was notified of the reporting change in mid -2021, though retroactive re -allocations were made for prior quarters including in 2021 and a portion of 2020. There can be no assurance that future reporting changes will not alter the allocation of sales taxes attributable to distribution centers in a way that reduces the City's allocation. The allocation of sales taxes have from time to time been the subject of legislative change. There can be no assurances that the current allocation of sales tax revenues (including but not limited to the allocation of sales tax revenues from online sales) among the relevant tax -recipient agencies will continue in the future. See Table 3 herein. 21
Teeter Plan. Certain counties in the State operate under a statutory program entitled the Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (the "Teeter Plan"), as provided for in Section 4701 et seq. of the State Revenue and Taxation Code. Each participating local agency levying property taxes receives from its county the amount of uncollected secured taxes credited to its fund, in the same manner as if the amount credited had been collected. In return, the county receives and retains delinquent payments, penalties and interest as collected that would have been due the local agency.
The Teeter Plan, once adopted by a county, remains in effect unless the county board of supervisors orders its discontinuation or unless, prior to the commencement of any fiscal year, the board of supervisors receives a petition for its discontinuation from two-thirds of the participating revenue local agencies in the county.
A board of supervisors may, after holding a public hearing on the matter, discontinue the procedures under the Teeter Plan with respect to any tax levying agency in the county when delinquencies for taxes levied by that agency exceed 3%.
The City does not participate in the County's Teeter Plan.
Future Financings. The City is currently liable and may become liable on other obligations payable from general revenues, some of which may have a priority over the Base Rental Payments, or which the City, in its discretion, may determine to pay prior to the Base Rental Payments. See "RISK FACTORS — Additional General Fund Obligations."
Certain City Policies and Practices
Debt Management Policy. The City adopted a Debt Management Policy on August 8, 2017 (the "Debt Policy") to establish guidelines and parameters for the effective governance, management, internal control and administration of debt and other financing obligations of the City or issued by the City. The Debt Policy was prepared to comply with Section 8855(i) of the California Government Code.
Investment Policy. In accordance with California Government Code, Sections 53600 et seq., the City maintains an Investment Policy, which was most recently adopted on December 13, 2022 (the "Investment Policy"). The Investment Policy's primary objectives are to ensure the safety of principal, maintain a sufficiently liquid investment portfolio to ensure that the City has adequate cash to meet reasonably anticipated operating requirements and earn a reasonable yield consistent with the objectives of safety and liquidity. These objectives reflect the City's investment philosophy, as expressed in the Investment Policy, to invest conservatively in order to minimize risk. The fundamental principles of the investment philosophy are: diversification of the portfolio by investment type, quality standards for securities issuers, limits on the maximum maturity of investments, passive investment strategy of purchasing investments with the intent to hold them until maturity.
Cybersecurity. The City provides training to its staff on phishing and safe browsing and how to avoid potential cyber threats. However, no assurances can be given that the security and operational control measures of the City will be successful in guarding against any and each cyber threat or breach. See "RISK FACTORS — Cybersecurity." Staff is currently developing a standard operating procedure that will include cybersecurity related matters specifically.
City Budget
Budget Process. The City prepares an annual budget consistent with Generally Accepted Accounting Principles ("GAAP") for all governmental funds on a modified accrual basis where revenues are recognized when they become measurable and available to finance expenditures of the current period.
Expenditures are recorded when the goods or services are received, and the liabilities are incurred. 22
The City Council approves each fiscal year's budget submitted by the City Manager prior to the beginning of the fiscal year. Public meetings are conducted prior to the adoption by City Council. It is the City Council's goal to adopt an annual balanced budget, a budget in which current revenues equal recurring expenditures. Once the annual budget is adopted, depaitnient directors are responsible, not only to accomplish particular goals within each program, but also to monitor budget allocations consistent to the funding levels adopted by the City Council prior to July 1 of the budget year.
Adopted Budgets. The following table sets forth the City's adopted budget and actual General Fund revenues, expenditures and changes in fund balance for the Fiscal Year shown. The adopted budget is the original budget at the start of the new Fiscal Year. Throughout the year, budget changes may be authorized by City Council which increase or decrease the City's spending authority. Therefore, variances between the adopted budget and actual expenditures are common.
TABLE 4
CITY OF RIALTO GENERAL FUND
COMPARISON OF ADOPTED BUDGET TO ACTUAL RESULTS
Revenues
Taxes
Licenses and permits
Fines and forfeitures
Use of money and property
Revenue from other agencies
Charges for services
Rialto Utility Authority Lease Payments
Other
Total Revenues
Expenditures
Current:
General government
Public safety
Community Development
Capital Outlay:
Total Expenditures
Excess (deficiency) of revenues over
(under) expenditures
Other Financing Sources (Uses):
Transfers in
Transfers out
Total Other Financing Sources (Uses)
Net Change in Fund Balances
Fund Balances at Beginning of Year
Fund Balances at End of Year
Source: City of Rialto.
Final Fiscal
Year 2022
Budget
$99,782,615
5,641,235
652,000
1,015,600
4,575,436
11,047,727
2,000,000
3,375,000
$132,067,707
Fiscal Year
2022
Actual
$111,985,257
5,915,192
958,019
1,077,868
5,663,457
10,966,103
3,141,212
14,826,502
$154,533,610
Variance
$13,787,425
189,257
303,019
(195,232)
688,617
1,703,553
680
12,248,970
$28,726,389
Final 2023
Budget
$107,751,830
5,508,100
588,000
2,261,070
4,977,840
10,284,777
3,140,530
2,185,892
$136,698,039
$41,117,636
69,246,482
15,998,743
323,584
$35,985,643
68,319,553
15,105,609
45,925
$5,131,993 $39,643,988
926,929 75,879,388
893,134 20,202,558
277,659
$126,686,445
$119,986,472
$7,229,715 $135,725,934
$5,381,262
$10,125,931
49,173,256
($39,047,325)
($33,666,063)
$12,881,336
$9,950,403
49,173,256
($35,800,126)
($22,918,790)
($175,528)
($175,528)
($10,747,273)
$972,105
$1,364,092
8,289,761
($6,925,669)
($5,953,564)
$104,586,970 $104,586,974
$ 70,030,194 $ 81,668,184
$81,668,184
$75,714,620
23
Appropriations Limit
Section 7910 of the Government Code of the State requires the City to adopt a formal appropriations limit for each fiscal year. The City's appropriations limit for Fiscal Year 2023-24 is $101,845,889. The appropriations limit is not expected to have any impact on the ability of the City to budget and appropriate the Base Rental Payments and Additional Rental Payments as required by the Lease. See "LIMITATIONS ON REVENUES AND APPROPRIATIONS — Property Tax Limitations — Article XIIIA, XIIIB, XIIIC (Proposition 218)" herein.
Assessed Valuation
The City's second largest revenue source, property tax, is imposed on real property (land and permanently attached improvements, such as buildings) and tangible personal property (moveable property) located within the City. The assessed valuation of property in the City is established by the County Assessor, except for public utility property which is assessed by the CDTFA. Assessed valuations are reported at 100% of the full cash value of the property, as defined in Article XIII A of the California Constitution. See " — Limitations on Taxes and Appropriations" below. Certain classes of property such as churches, colleges, not -for-profit hospitals and charitable institutions are exempt from property taxation and do not appear on the tax rolls.
Property tax revenue is recognized in the fiscal year for which the taxes have been levied providing they become available. Available means then due or past due and receivable within the current period and collected within the current period or expected to be collected soon enough thereafter (not to exceed 60 days) to be used to pay liabilities of the current period. The County collects property taxes for the City. Tax liens attach annually as of 12:01 A.M. on the first day in January proceeding the fiscal year for which the taxes are levied. Taxes are levied on both real and personal property as it exists on that date. The tax levy covers the fiscal period July 1 to June 30. All secured personal property taxes and one-half of the taxes on real property are due November 1; the second installment is due February 1. All taxes are delinquent, if unpaid, on December 10 and April 10, respectively. Unsecured personal property taxes become due on the first of March each year and are delinquent, if unpaid, on August 31.
Economic and other factors beyond the City's control, such as economic recession, deflation of land values, or the complete or partial destruction of taxable property caused by, among other things, earthquake, flood or other natural disaster could cause a reduction in the assessed value of taxable property in the City. See "RISK FACTORS."
[Remainder of page intentionally left blank.]
24
The following table sets forth the historical assessed valuations for secured and unsecured property within the City for the fiscal years shown.
TABLE 5
CITY OF RIALTO
ASSESSED VALUE OF ALL TAXABLE PROPERTY
Fiscal
Year
Secured
Unsecured
Total
2013-14
2014-15
2015-16
2016-17
2017-18
2018-19
2019-20
2020-21
2021-22
2022-23
$ 5,401,174,087
5,885,950,406
6,291,791,896
6,678,303,556
7,105,753,435
8,277,896,333
9,109,789,228
9,589,967,275
10,618,492,673
11,628,914,895
Source: City of Rialto.
$ 517,585,920
578,031,980
646,168,256
659,303,329
801,999,612
868,370,316
912,396,270
1,240,843,552
1,338,753,843
1,486,672,063
$ 5,918,760,007
6,463,982,386
6,937,960,152
7,337,606,885
7,907,753,047
9,146,266,649
10,022,185,498
10,830,810,827
11,957,246,516
13,115,586,958
The following table sets forth property tax levies and collections for the City for the fiscal years shown.
Fiscal
Year
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Total Tax
Levy for
Fiscal Year
$22,604,425
21,095,830
24,231,424
23,902,218
23,719,160
31,445,680
34,643,458
37,223,333
39,826,549
44,085,823
TABLE 6
CITY OF RIALTO
TAX LEVIES AND COLLECTIONS
(Fiscal Year Ended June 30)
Collections within the
Fiscal Year of the Levy
Percent
Amount of Levy
$22,503,375
20,913,162
24,045,621
23,750,424
23,608,043
31,292,569
34,544,095
37,079,154
39,708,855
43,804,013
99.55%
99.13 99.23
99.36 99.53
99.51 99.71
99.61 99.70
99.36 Collections Total Collections to Date
in Subsequent
Years Amount
$101,049
182,668
185,803
151,765
110,730
152,743
99,342
144,179
117,694
281,810
$22,604,425
21,095,830
24,231,424
23,902,189
23,718,773
31,445,312
34,643,437
37,223,333
39,826,549
44,085,823
NOTE: Amounts exclude debt service levies and former redevelopment agency property tax increments.
Source: County of San Bernardino Auditor -Controller; City of Rialto.
Largest Secured Taxpayers
Percent
of Levy
100.00%
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
The following table sets forth the largest 2021-22 local secured taxpayers in the City by taxable assessed value.
25