CITY OF FULLERTON
AMENDMENT NUMBER ONE TO PROFESSIONAL SERVICES AGREEMENT WITH
URBAN FUTURES, INC.
This Amendment Number One (“Amendment No . 1”) to the Professional Services Agreement (“Agreement”) is entered into by and between the CITY OF FULLERTON (“City”), a municipal corporation, and Urban Futures, Inc., a California Corporation (“Consultant”).
WHEREAS, City and Consultant entered into the Agreement on March 16, 2022, to perform municipal advisory services for Ci ty debt issuances and pension obligation bonds analysis and services; and
WHEREAS, as part of the City’s debt reporting, the City is required to submit annual continuing disclosure reports for the City’s existing debt on the Electronic Municipal Market Access (EMMA) portal and annual debt and Mark-Roos reports with the California Debt and Investment Advisory Commission (CDIAC) to ensure debt compliance;
WHEREAS, in efforts to streamline its municipal advisory and debt reporting services, Staff is recommending to “single-source” these services under one consolidated Agreement;
WHEREAS, City and Consultant desire to enter into this Amendment Number One to the Agreement with UFI to add Continuing Disclosure and Post-Issuance Compliance Services on behalf of the City for all its debt obligations to its current municipal advisory services;
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree to amend the Agreement as follows:
1. Section 1.1 titled “Scope of Services” of the Agreement is hereby amended to add implementation services to Continuing Disclosure and Post-Issuance Compliance Services on behalf of the City for all its debt obligations and related services as outlined and hereto attached in Cost Proposal.
2. Except as set forth in this Amendment, all other provisions of the Agreement shall remain the same and in full force and effect.
IN WITNESS WHEROF, the parties hereto have caused this Amendment to be executed by and through their respective authorized officers.
CITY OF FULLERTON
_____________________________ Date: ___________________ Eric J. Levitt, City Manager
CONSULTANT – Urban Futures, Inc.
______________________________ Date:____________________ Michael Bush, Chief Executive Officer
ATTEST:
_____________________________
Lucinda Williams, City Clerk
APPROVAL AS TO FORM
_____________________________
Richard D. Jones, City Attorney
1 Proposal to Provide
Continuing Disclosure
and Post-Issuance
Compliance Services
July 19, 2023
City of
Fullerton
URBAN FUTURES, INC.
1470 MARIA LN., SUITE 315
WALNUT CREEK, CA 94596
2 Firm Overview & Experience
Urban Futures, Inc.’s (UFI) Analytics & Compliance Group1 is dedicated to managing the comprehensive continuing disclosure and post -issuance compliance needs of our California clients. UFI has been providing continuing disclosure ser vices 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.
UFI has extensive experience providing disclosure reporting for all the credit types, legal structures, and methods of sale for the City of Fullerton’s debt obligations. Our Analytics & Compliance Group files more than 400 annual disclosure reports and has the expertise and resources necessary to ensure compliance with all of the City’s reporting requirements in an organized and efficient manner . UFI serves our clients with offices and personnel located in both Southern California and Northern California.
Scope of Services1
UFI provides clients with a full suite of continuing disclosure and post -issuance compliance services, tailored to the reporting requirements of each covered security, debt, loan, or other outstanding obligation. For a list of the debt obligations of the City of Fullerton (City) covered by our proposal, please see the attached “Exhibit A – Annual Fee Summary.”
To ensure we deliver accurate and timely services, UFI has developed 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.
1 Non-Municipal Advisory Service
3 Our proposed continuing disclosure and post -issuance compliance services include the following:
• Annual Disclosure Reporting for Municipal Securities. For municipal securities where the City has entered into a Continuing Disclosure Certificate or Agreement, 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 t he 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 EMM A, 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 Even t 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.
4 • Annual Disclosure Reporting for Private Placements. For private placement of bonds, loans, leases, etc., that have annual disclosure reporting requirements, UFI will assemble and prepare the necessary data and documents (including a separate disclosure report if required), and either post the information to EMMA (if required) and/or transmit the information to lenders and t rustees in accordance with applicable private placement documents. • Arbitrage Rebate Services (optional). For tax -exempt municipal securities with bond funds on deposit in reserves or other accounts, prior to the end of every fifth bond year or final redemption/maturity, UFI will collect the necessary bond documents and trustee statements for the required computation period, calculate the rebate liability (if any) pursuant to the covenants set forth in the Tax Certificate, and provide an Arbitrage Rebate Report to the City and assigned trustee detailing the computations and any rebate liability. Prior to commencing any arbitrage rebate services, UFI will review the identified tax-exempt securities and funds held in reserves or other accounts, and then advise the City on the necessity and value of preparing an arbitrage rebate report.
Personnel
The primary contact s for continuing disclosure services will be Jim Morris, Managing Director, and Kara Sun, Lead Analyst, in our Compliance & Analytics Group. Branden Kfoury will work closely with Mr. Morris and Ms. Sun to coordinate the delivery of all UFI services to the City. Please feel free to contact any of us, as needed:
Branden Kfoury, Director Jim Morris, Managing Director 2 (714) 923-3560 (909) 648-3176
[email protected] [email protected] Kara Sun, Lead Analyst2
(714) 923-3548
[email protected]
2 Non-Municipal Advisor Employee
5 Contract Term and Fees
UFI proposes an initial contract term of three years, with an option to extend for an additional three-year period. The following is our annual fee schedule which will remain effective through the initial three-year term, and may be adjusted by UFI at the time of contract extension:
ANNUAL DISCLOSURE REPORTING
(incl. material event filings as needed)
Type of Bond I ssuance Annual Fee
Tax Allocation Bonds and Special Tax/Assessment Bonds (CFDs, ADs and other benefit assessment districts) $2,300
Lease Revenue Bonds, Enterprise Revenue Bonds, GO Bonds, Pension Obligation Bonds, and other municipal securities $1,900 Private Placements varies*
*Fee depends on disclosure requirements of the applicable private placement documents.
ANNUAL CDIAC FILINGS
Annual Debt Transparency Reports (ADTR) & Yearly Fiscal Status Reports (YSFR) Ty pe of Debt Obligation Annual Fee
Debt Issued After 01-21-17 without Marks-Roos Financing Authority • ADTR required for each obligated entity (obligor) or bond series
$350
Debt Issued After 01-21-17 with Marks-Roos Financing Authority • ADTR and YSFR required for the Financing Authority
• ADTR and YSFR required for each obligated entity (obligor)
$700
$700*
Debt Issued Before 01-21-17 with Marks-Roos Financing Authority • YSFR required for the Financing Authority
$350
*If more than one obligor is using the debt proceeds, an ADTR and YSFR must be filed for each additional obligor with an additional $700 annual fee.
6 For purposes of City budgeting, we have reviewed the City ’s current outstanding indebtedness and prepared an Annual Fee Summary for each bond issuance and debt obligation based on the above fee schedule. Please see Exhibit A for the proposed Fee Summary. Any future bond issuances or debt obligations of the City will be added to the Annual Fee Summary using the above fee schedule, unless otherwise directed by the City. Any current outstanding bond issuances or debt obligations that mature or are defeased will be removed from the Annual Fee Summary upon completi on of final reporting.
A-1
EXHIBIT A
Annual Fee Summary – City of Fullerton
Type of Issuance or Debt Obligation Amount Final
Maturity
Annual
Report Date Tax Status
Annual
Disclosure
Reporting
Annual
CDIAC
Filings
Total
Annual
Fee
Arbitrage
Rebate
Service4
General Fund
2021 Taxable Judgment Obligation Bonds $5,010,000 04/01/2033 March 31 Taxable $1,900 $350 $2,250 2010A Lease Revenue Bonds $2,705,000 05/01/2030 February 1 Taxable $1,900 - $1,900 Water & Sewer Enterprise Funds
2014 Water Revenue Refunding Bonds $6,810,000 09/01/2033 February 1 Tax-Exempt $1,900 $350 $2,250 see below4 Tax Allocation Bonds
2020A Tax Allocation Bonds
2020B Tax Allocation Bonds
$33,965,000
$10,730,000
09/01/2027
09/01/2026 March 31 Tax-Exempt
Taxable $2,300 $7003 $3,000 see below4
2015 Tax Allocation Bonds $11,975,000 03/01/2025 March 30 Tax-Exempt $2,300 - $2,300 see below4 Special Tax Bonds1
2021 CFD No. 1 Special Tax Refunding Bonds $12,565,000 09/01/2032 December 31 Tax-Exempt2 - - - see below4 2014 CFD No. 2 Special Tax Bonds $7,570,000 09/01/2044 December 31 Tax-Exempt - - - see below4 Other Debt Obligations
2021 BofA Equipment Lease $8,894,000 11/01/2039 March 27 Tax-Exempt $250 $350 $600 TOTAL $12,300
1 DTA to provide post-issuance compliance services for CFD bonds. 2 Cinderella Bond, converted to tax-exempt status in June 2022. 3 Bonds require a CDIAC filing (ADTR) for each bond series ($350 per filing). 4 Arbitrage Rebate Reports are typically done every five years (or more frequently if needed or requested). The fee amount for arbitrage rebate services is $500 per issuance per Bond Year in the report (i.e., $2,500 for report covering five years). Based on our review of financial documents, we have identified the tax-exempt municipal securities that may have bond funds on deposit in reserves or other accounts and require arbitrage rebate calculations.