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Authorized Use
The YSU HUMVEE does not need special approval prior to deployment. It is deployed from the Sheriff’s headquarters and is not used for routine patrol or transportation.
Training
Operating the vehicle does not require any special operator permits or licenses. However, basic EVOC training is a minimum requirement. Additionally, drivers are given multiple behind-the- wheel lessons to acclimate themselves to driving this unique vehicle. Using equipment associated to the YSU HUMVEE requires minimal familiarization training.
Fiscal
$2,000 maintenance
Legal and Procedure Rules
All driver/operators shall attend formalized instruction and be trained in vehicle operations and practical driving instruction.
3. 2021 AM General Hummer Humvee, Cost: no cost (1033 program), Quantitity:1, Lifespan:
unknown. The High Mobility Multipurpose Wheeled Vehicle (HMMWV) is used as a community relations tool for the Sheriff’s Canine Unit. The HMMWV has markings similar to a marked Sheriff’s field services patrol vehicle, as well as an overhead light bar.
However, the HMMWV is not used for any law enforcement related tasks. The HMMWV is brought out to community relations events when the canine unit is requested. Attendees of the community events are able to interact with members of the canine team and the HMMWV.
Purpose
The High Mobility Multipurpose Wheeled Vehicle (HMMWV) is only utilized at special community relations events when the canine unit is requested.
Justification
The outfitted Hummer vehicles are always popular with the public. They provide an opportunity for the Sacramento Sheriff’s Office to interact with the youth in a manner that has proven favorable to a majority of kids. They are also a great way to answer general questions about law enforcement, and potentially recruit future generations to the profession.
Authorized Use
The HMMWV does not need special approval prior to deployment. It is deployed from the canine office and is not used for routine patrol or transportation.
Training
Operating the vehicle does not require any special operator permits or licenses. However, basic EVOC training is a minimum requirement. Additionally, drivers are given multiple behind-the- ITEM 9.7.
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wheel lessons to acclimate themselves to driving this unique vehicle. Using equipment associated to the YSU HUMVEE requires minimal familiarization training.
Fiscal
$2,000 maintenance
Legal and Procedure Rules
All driver/operators shall attend formalized instruction and be trained in vehicle operations and practical driving instruction.
Tracked Armored Vehicles that Provide Ballistic Protection to Occupants and Utilize a Tracked System for Forward Motion Description, quantity, capabilities, lifespan and purchased cost
1. Ring Power ROOK- Modified CAT compact Track Loader chassis, Cost: $315,518.65, Quantity: 1, Lifespan: 10 years. The ROOK can be utilized by authorized SWAT personnel to identify, discover and locate threats or hazards, to include explosives and ballistic threats.
The ROOK may be used to stabilize critical infrastructure and functions to minimize health and safety threats during a terrorist attack. During a terrorist attack, the ROOK will allow for law enforcement protected response.
Purpose
To provide a capability for defensive ballistic protection in indoor and outdoor environments, rescue platforms for elevated structure rescue, and rough terrain environments where certain equipment would be limited.
Justification
Should the Lenco Bearcat or Rook be removed from the current inventory, the ability to safely rescue, evacuate, and extricate civilians and law enforcement personnel from high-risk situations would be severely compromised and place the public, law enforcement, and the suspect(s) in an immediate higher degree of danger. In the instance in which there exists an active gun battle involving suspect(s) weapons such as high-power rifles and high-power handgun ammunition, or there exists a very high probability of the potential of an armed conflict occurring, normal “hardcover” such as standard patrol vehicles, body armor, helmets, portable shields, and even masonry or wood items, would not provide the adequate ballistic protection to safely evacuate and rescue civilians and public safety personnel from such an incident. This would effectively decrease the ability of law enforcement to provide lifesaving, harm-reduction measures to the public and their own personnel while at the same time increasing the risk to the suspect(s).
Authorized Use
The ROOK shall be used by SWAT team members in a manner consistent with Department policy and training. Furthermore, only SWAT team members or those designated by the tactical commander, who have completed the appropriate training, will operate the ROOK.
ITEM 9.7.
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Fiscal Impact
Maintenance cost $7,000.
Training
All driver/operators shall attend formalized instruction and be trained in ROOK operations and practical driving instruction.
Legal and Procedural Rules
It is the policy of the Department to utilize armored vehicles only for official law enforcement purposes, and pursuant to State and Federal law.
Mobile Incident Command (MIC)
Vehicles built or modified to facilitate operational control and direction of public safety units.
Description, quantity, capabilities, lifespan and purchase cost
1. Mobile Booking/ Command Vehicle, 2008 Wabash 53’ Trailer, Cost: no cost (1033 program), Quantity: 1, Lifespan: Depends on use. Vehicle is used infrequently. The Mobile Booking / Command Vehicle provides a mobile on-site platform for command, control, communications during major incidents. It further facilitates mobile booking for incidents involving mass arrest.
2. NOMAD Tactical Communications Vehicle (TCV), 2017 Ford 450 XLT, Cost: $479,455.58, Quantity: 1, Lifespan: Unknown. The NOMAD is deployed to major incidents that require a Tactical Dispatcher at an existing command post. It allows for Tactical Dispatchers to perform their duties in the field with direct contact to the Command Staff.
Purpose
To be utilized during major incidents at the direction of the Special Operations Commander or Sheriff’s Office Fleet Manager.
Justification
This mobile booking trailer provides a comfortable and climate-controlled environment for those being arrested during a large-scale incident. The alternative would be to have them out in the elements during the process or transported to the Main Jail, where they would eventually be released in a potentially unfamiliar environment. Additionally, the ability to process arrested persons outside of the Main Jail allows patrol personnel to return to handling calls for service in a much more expeditious manner. This vehicle is configured with interoperable voice, video and data capabilities that allow consistency of service for dispatch and intelligence in the field, in a climate controlled and quiet environment. This vehicle is delivered to protracted critical incidents such as hostage situations, active shootings and large natural disasters.
Authorized Use
These vehicles are to be utilized at the direction of the Special Operations Commander or Sheriff’s Fleet Manager. These vehicles are not utilized during routine patrol or transportation.
ITEM 9.7.
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Training
These vehicles do not require any special operator permits or licenses. All operators attend the appropriate training for operation in accordance with the California Department of Motor Vehicles.
Legal and Procedural Rules
It is the policy of the Sacramento County Sheriff’s Office to utilize a Command and Control Vehicles only for official law enforcement purposes, and in accordance with established policy Fiscal Impact
Approximately $1500 per year
Taser Shockwave, Microwave Weapons, Water Cannon, and Long- Range Acoustic Device (LRAD)
Description, quantity, capabilities, lifespan and purchased cost
1. LRAD Long Range Acoustic Device D100X, Cost: All 4 devices purchased as a bundle for $65,822.36, Quantity: 4, Lifespan: 10 Years. These LRADs are a communication device that allows the user to focus a broadcast at a specific person, group, structure, or area similar to how a spotlight focuses light when compared to a flood light. LRAD voice broadcast systems are louder and significantly more intelligible than bullhorns and vehicle PA systems.
LRAD systems ensure law enforcement’s warning, commands, and instructions are clearly heard and understood. They are capable of 140 decibels and have a maximum range of 600 meters.
2. American Tech LRAD 1000X, Cost: $41,785 per unit, Quantity: 2, Lifespan: Unknown, purchased in 2008. These large LRAD devices are mounted atop Folsom Dam. They are used by Folsom Dam Bureau law enforcement personnel to communicate with boaters on the lake and visitors on the shore.
Purpose
The LRAD is used by the Folsom Dam Bureau to communicate with boaters on the lake and visitors on the shore.
The LRAD is used frequently in service of high-risk search warrants where Critical Incident Negotiations Team (CINT) members call the occupants out of a residence. This use of de- escalation lessens the chance of a force on force encounter between a suspect, officer, and citizens.
The LRAD is also used during protests activities to give warnings prior to arrest and to give instructions on avenues of egress prior to any arrests as required by section 726 of the Penal Code.
The LRAD can also be used in the event of a civil disaster such as a flood or fire to ensure that citizens are notified of potential harm.
ITEM 9.7.
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Justification
The LRAD 100X BLK-Mag is used weekly by the Special Enforcement Detail and trained negotiators during high-risk search warrant services and other critical incidents. The LRAD is utilized as a communication device to give directions, announce law enforcement intent, and safely resolve incidents at the lowest level possible. The LRAD provides law enforcement with a loud, clear, audio warning device that may be used in numerous instances related to public safety.
Authorized Use
The LRAD shall only be used by officers trained in its deployment and used in a manner consistent with Department policy and training.
Training
SWAT, Marine, Folsom Dam Bureau, and CINT personnel are trained in its usage by their respective units.
Legal and Procedural Rules
It is the policy of the Sacramento County Sheriff’s Office to utilize a LRADs only for official law enforcement purposes, and in accordance with established policy.
Fiscal Impact
Approximately $100 per year
Less Lethal Launchers and Rounds
Less Lethal Launchers are utilized by department personnel as a less lethal tool to launch impact rounds.
Description, quantity, capabilities, and purchase cost
1. DEFENSE TECHNOLOGY, 40MM SINGLE SHOT LAUNCHER, MODELS 1425, 1327, 1325, Cost:
$984, Quantity: 41, Lifespan: 25 years. The above models are 40MM single launchers, and share similar roles and characteristics. They are tactical single shot launchers, and fire standard 40mm less lethal ammunition. They will launch a 40MM less lethal round up to 131 feet and are only authorized to be used by specially trained personnel.
2. DEFENSE TECHNOLOGY 37MM SINGLE LAUNCHER, Cost $1000, Quantity: 7, Lifespan:
25 Years. The Defense Technology 37mm single launcher is a tactical single shot launcher, similar in characteristics and performance to the above listed Penn Arms SL1-37. It fires standard 37mm less lethal ammunition, which gives similar performance to 40mm ammunition. These launchers are only authorized to be used by specially trained personnel. 1 3. PENN ARMS SL6-37 37MM LAUNCHER, Cost $3000, Quantity: 9, Lifespan: 25 Years. The Penn Arms SL6-37MM Launcher is a tactical multi launcher capable of firing 6 rounds before
1 These were previously in service but are still retained in inventory by the S heriff’s Office. These items were not listed on the previous AB481 list.
ITEM 9.7.
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reloading. It will fire standard 37mm less lethal ammunition, which gives similar performance to 40mm less lethal ammunition. These launchers are only authorized to be used by specially trained personnel. 1
4. PENN ARMS GL1-40, Cost: $984, Quantity: 4, Lifespan: 25 years. The GL1-40 is a tactical single shot launcher, and has the same function and similar characteristics as the above listed models from Defense Technology. It will fire standard 40mm less lethal ammunition.
It will launch a 40MM less lethal round up to 131 feet and is only authorized to be used by specially trained personnel.
5. PENN ARMS PGL65, Cost: $3300, Quantity: 1, Lifespan: 15 years. The PGL65 is a 40mm launcher capable of launching six less lethal rounds before requiring reloading. It will launch a 40MM less lethal round up to 131 feet and is only authorized to be used by SWAT personnel.
6. PENN ARMS SL1-37 37MM LAUNCHER, Cost $1140, Quantity: 5, Lifespan: 25 Years. The Penn arms SL1-37 37MM Launcher is a tactical single shot launcher which fires standard 37mm less lethal ammunition, which gives similar performance to 40mm ammunition.
These launchers are only authorized to be used by specially trained personnel. 1
7. PENN ARMS SL65-37 37MM LAUNCHER, Cost $3000, Quantity: 1, Lifespan: 25 Years. The Penn Arms SL65-37MM Launcher is a tactical multi launcher capable of firing 6 rounds before reloading. It is similar to the above listed SL6-37, with the exception of the inclusion of a rifled barrel. It fires 37mm less lethal ammunition, which gives similar performance to 40mm less lethal ammunition. These launchers are only authorized to be used by specially trained personnel. 2
8. DEFENSE TECHNOLOGY L8 37MM LAUNCHER, Cost $3000, Quantity: 1, Lifespan: 25 Years.
The Defense Technology L8 37mm Launcher is a tactical multi launcher capable of firing 6 rounds before reloading, similar in characteristics and performance to the above listed Penn Arms SL6-37. It will fire standard 37mm less lethal ammunition, which gives similar performance to 40mm less lethal ammunition. These launchers are only authorized to be used by specially trained personnel. 2
9. DEFENSE TECHNOLOGY, 40MM EXACT IMPACT SPONGE, #6325, Cost: $27.83, Quantity: 2500, Lifespan: 5 years. A less lethal 40mm lightweight plastic and foam projectile fired from a single or multi-round purpose built 40mm grenade launcher with a rifled barrel at 325 FPS. The 30-gram foam projectile delivers 120 ft/lbs. of energy on impact. The 40mm Exact Impact Sponge Round provides accurate and effective performance when fired from the approved distance of not less than five (5) feet and as far as 131 feet from the target.
10. DEFENSE TECHNOLOGY, 40MM DIRECT IMPACT OC, #6320, Cost: $29.40, Quantity: 2500, Lifespan: 5 years. A less lethal 40MM lightweight plastic and crushable foam projectile fired from a single or multi-round purpose-built 40mm grenade launcher with a rifled barrel at 295 FPS. The 39-gram crushable foam projectile delivers 120 ft/lbs of energy upon impact in addition to dispersion of 5 grams of OC irritant. The 40mm Direct Impact OC Round provides
2 These were previously in service but are still retained in inventory by the Sheriff’s Office. These items were not listed on the previous AB481 list.
ITEM 9.7.
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accurate and effective performance when fired from the approved distance of not less than five (5) feet and as far as 120 feet from the target.
11. DEFENSE TECHNOLOGY, 40MM DIRECT IMPACT, Cost: $27.83, Quantity: 2500, Lifespan:
5 years. A less lethal 40mm lightweight plastic and crushable foam projectile fired from a single or multi-round purpose-built 40mm grenade launcher with a rifled barrel at 305 FPS.
The 39-gram crushable foam projectile delivers 120 ft/lbs. of energy upon impact. The 40mm Direct Impact Round provides accurate and effective performance when fired from the approved distance of not less than 5 feet and as far as 120 feet from the target.
12. SAGE K01 37MM IMPACT ROUND, Cost: $25.00, Quantity: 250, Lifespan:5 Years. A less lethal 37mm lightweight plastic and foam projectile fired from a single or multi-round purpose built 37mm grenade launcher with a rifled barrel at 240 FPS. The 77.5-gram polyurethane projectile delivers 153 ft/lbs. of energy on impact. 2 SAGE K01LE IMPACT ROUND, Cost: $25.00, Quantity: 250, Lifespan: 5 Years. A less lethal 37mm lightweight plastic and foam projectile fired from a single or multi-round purpose built 37mm grenade launcher with a rifled barrel at 175 FPS. The 77.5-gram polyurethane projectile delivers 81 ft/lbs. of energy on impact. 2
Purpose
To limit the escalation of conflict where employment of lethal force is prohibited or avoidable.
Justification
Chemical agents are used to help alleviate the need for officers to use potentially lethal options. In a situation where a suspect is shooting at officers and chemical agents are deployed, it may induce a cease fire and peaceful resolution to the situation. Cases around the nation have repeatedly proven this to be true, as chemical agents are utilized on an almost daily basis nationwide. Without the ability to use chemical agents, officers may be forced to enter barricaded residences, thus increasing the likelihood of a deadly encounter for either the officer or suspect. Studies related to the safety of chemical agents have shown them to be very safe to those who are exposed to the agent, with only short-term discomfort being the byproduct of their use.
Authorized Use
Situations for use of the less lethal weapon systems may include, but are not limited to:
h. Self-destructive, dangerous and/or combative individuals. i. Riot/crowd control and civil unrest incidents.
j. Circumstances where a tactical advantage can be obtained. k. Potentially vicious animals.
l. Training exercises or approved demonstrations.
Training
Sworn members utilizing 40MM less lethal chemical agents or impact rounds are trained in their use by POST certified less lethal and chemical agent instructors.
ITEM 9.7.
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Fiscal Impact
Annual maintenance is approximately $100 for each launcher.
Legal and Procedural Rules
Use is established under the following Sheriff’s Office Policies:
G.O. 2/01 Authorized Firearms and Ammunition
G.O. 2/03 Firearms Training and Qualification
G.O.2/05 Use of Firearms
G.O. 2/09 Purchase, Issuance and Inventory Control of Departmentally Owned Firearms G.O. 2/11 Use of Force
G.O 2/15 Less Lethal Weapons
Less Lethal Shotgun
Less Lethal Shotgun is used to deploy the less lethal 12-gauge Super-Sock Beanbag Round.
Description, quantity, capabilities, and purchase cost
1. REMINGTON 870 LESS LETHAL SHOTGUN, Cost: $750, Quantity: 587, Lifespan: 25 years. The Remington 870 Less Lethal Shotgun is used to deploy the less lethal 12-gauge Super-Sock Beanbag Round from a distance of 5 to 75 feet. The range of the weapon system helps to maintain space between officers and a suspect reducing the immediacy of the threat which is a principle of de-escalation.
2. SRM ARMS M1216 Less Lethal Shotgun, Cost $1,549, Quantity: 1, Lifespan: 25 Years. A single unit of this less lethal shotgun was purchased to conduct a trial and evaluation to determine its suitability for use by the Sheriff’s Office. The unit did not perform as required, and no further units will be purchased. This item will not be issued for duty use. 3
3. 12-GAUGE SUPER-SOCK BEANBAG ROUND, Cost: $5.25, Quantity: 50,000, Lifespan: No expiration date. A less lethal 2.4-inch 12-gauge shotgun round firing a ballistic fiber bag filled with 40 grams of lead shot at a velocity of 270-290 feet per second (FPS). CTS Super- Sock rounds are discharged from a dedicated 12-gauge shotgun that is distinguishable by an orange butt stock and fore grip. This round provides accurate and effective performance when fired from the approved distance of not fewer than five (5) feet. The maximum effective range of this munition is up to 75 feet from the target. The Model 2581 Super-Sock is in its deployed state immediately upon exiting the barrel. It does not require a minimum range to “unfold” or “stabilize.” The Super-Sock is an aerodynamic projectile. However, accuracy is relative to the shotgun, barrel length, environmental conditions, and the operator. The Super-Sock is very accurate. However, effectiveness depends on many variables, such as distance, clothing, stature, and the point where the projectile impacts.
3 This item was in the Sheriff’s office inventory but has not yet been issued for duty use and was not included on the previous AB 481 list.
ITEM 9.7.
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Purpose
To limit the escalation of conflict where employment of lethal force is prohibited or otherwise avoidable.
Justification
The Remington 870 Less Lethal Shotgun is the Sheriff’s Office’s primary less lethal launcher. In many situations, officers rely on less lethal launchers to avoid the necessity to use lethal force.
Less lethal launchers provide officers the means to deal with dangerous situations without having to close the distance with potentially armed or combative people. They can be used from greater, and thus safer, distances than other less lethal devices, such as Tasers or other conducted energy devices. Because they can be used from a distance, it creates less likelihood for the person causing the potential danger to get close enough to harm officers. In turn, this decreases the likelihood that officers will come under such threat and it becomes less likely that it will be necessary for officers to use greater levels of force. In this way, these less lethal launchers, and their associated ammunition, fill a critical role in the tactical de-escalation process that other equipment would not be able to fulfill.
Authorized Use
Situations for use of the less lethal weapon systems may include, but are not limited to:
a. Self-destructive, dangerous and/or combative individuals. b. Riot/crowd control and civil unrest incidents.
c. Circumstances where a tactical advantage can be obtained. d. Potentially vicious animals.
e. Training exercises or approved demonstrations.
Training
Sworn members utilizing less lethal shotguns trained in their use by POST certified less lethal and chemical agent instructors.
Fiscal Impact
Annual maintenance is approximately $50 for each less lethal shotgun.
Legal and Procedural Rules
Use is established under the following Sheriff’s Office Policies:
G.O. 2/01 Authorized Firearms and Ammunition
G.O. 2/03 Firearms Training and Qualification
G.O.2/05 Use of Firearms
G.O. 2/09 Purchase, Issuance and Inventory Control of Departmentally Owned Firearms G.O. 2/11 Use of Force
G.O 2/15 Less Lethal Weapons
ITEM 9.7.
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Distraction Devices
“Flashbang” Grenades and Explosive Breaching Tools Devices that create a distraction during hostage rescue, room entry or high-risk arrest situations.
Description, quantity, capabilities, lifespan and purchased cost
1. CTS 7290M Mini Flash-Bang (Diversionary Device), cost: $39 per unit, quantity: 480, lifespan: Until used. The Flash Bang produces atmospheric over-pressure and brilliant white light that causes short term physiological/ psychological sensory deprivation (Approximately 6-8 Seconds) to give officers a tactical advantage.
Purpose
Flash-Bang devices are used during training and tactical events when a diversion or distraction are believed to be an effective tool to bring an event to a safe resolution.
Justification
Light sound diversionary devices (flash-bangs) utilize flash powder to deflagrate, which emits heat, light and sound from the device. This is designed to very temporarily overwhelm a human being’s sensory system. The fractions of a second which are potentially gained through the use of flash-bangs can provide deputies a window of opportunity to achieve resolution in high risk situations.
Authorized Use
Flashbangs are used in accordance with Operations Orders 2/04 and 2/05, as well as in accordance with established state and federal law.
Fiscal Impact
$1500 Per Year
Training
SWAT personnel receive training internally when they transfer to the unit as well as POST certified in-class training. Additional training will be completed annually to re-certify members of the SWAT team in the use and deployment of the Flash-Bang devices. Non-SWAT personnel attend a POST certified class in the use and deployment of the Flash-Bang device.
Legal and Procedural Rules
Flashbangs are used in accordance with Operations Orders 2/04 and 2/05, as well as in accordance with established state and federal law.
Rifles
Firearms that are equipped with shoulder stocks and long, spirally grooved barrels intended to make bullets spin and thereby have greater accuracy over longer distances.
Description, quantity, capabilities, and purchase cost
1. SEEKINS .308 CALIBER RIFLE, MODEL SP-10M, Cost: $5000, Quantity: 8, Lifespan: 5 years.
This rifle is issued to specially trained SWAT personnel and is used to provide over watch ITEM 9.7.
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during special operations and to address targets that may be behind barricades, wearing heavy armor, or require precision or distance capabilities exceeding those of standard patrol rifles.
2. SIG SAUER .308 CALIBER RIFLE, MODEL 716G2, Cost: $1500, Quantity: 16, 15 years. This rifle is issued to authorized personnel assigned the Sheriff’s Folsom Dam Bureau and is used to provide over watch during special operations and to address targets that may be behind barricades, wearing heavy armor, or require precision or distance capabilities exceeding those of standard patrol rifles. This weapon complies with the special requirements of SSO’s contract with the U.S. Bureau of Reclamation to provide infrastructure security to Folsom Dam.
3. DANIEL DEFENSE 11.5” RIFLE, MODEL DDM4 V7, Cost: $1775, Quantity: 18, Lifespan:
20 years. A rifle that fires an intermediate-power cartridge (.223). It is a short-barreled select fire rifle which allows a trained officer better control inside of structures with greater accuracy than a handgun. This rifle is issued only to specially trained SWAT personnel.
4. DANIEL DEFENSE 11.5” RIFLE, MODEL DDM4 V7S, Cost: $1300, Quantity: 7, Lifespan:
15 Years. A rifle that fires an intermediate-power cartridge (.223). It is a short-barreled rifle which allows a trained officer better control inside of structures with greater accuracy than a handgun. This rifle is semi-automatic only, and is issued to specially-trained personnel. 4
5. COLT 10.5” RIFLE, MODEL LE6946CQB, Cost: $2067, Quantity: 26, Lifespan: 20 years. A rifle that fires an intermediate-power cartridge (.223). It is a short-barreled select fire rifle which allows a trained officer better control inside of structures with greater accuracy than a handgun. This rifle is issued to specially trained personnel and/or kept on hand as back-up equipment for the above Daniel Defense DDM4 V7 rifles.
6. ARMALITE 5.56 CALIBER RIFLE, MODELS M15A4, Cost $897, Quantity: 24, Lifespan: 20 Years. These fill the have similar characteristics as the above Colt AR-Pattern rifles. They are largely interchangeable with our standard issue rifles, with the differences between models being limited largely to cosmetic or ergonomic differences only, for example, the contour of the handguards. No Armalite rifles are currently issued for duty, but are kept on hand for as a back-up inventory and for use as training rifles. 5
7. HECKLER & KOCH MP5K 9MM, Cost $1000, Quantity: 2, Lifespan: 20 Years, Annual Maintenance: $250 per rifle. The Heckler & Koch MP5K is an automatic 9mm firearm larger than a pistol, but smaller than a rifle. It was formerly in service with specially trained SWAT officers. The Sheriff’s Office retained two of these firearms in its inventory, neither of which are currently issued for duty use. 5
8. SPEER GOLD DOT .223 CALIBER 55 GRAIN RIFLE ROUND, Cost: $223 per case of 500, Quantity: 2000 cases, Lifespan: No expiration. Remington ammo made by Speer is reloadable, features nickel plated brass cases and non-corrosive Boxer primers. The Gold Dot LE ammunition goes through a process of joining the jacket and core one molecule at a time, thanks to this Speer eradicates the potential for the leading cause of bullet failure
4 This item was in the Sheriff’s office inventory but has not yet been issued for duty use and was not included on the previous AB 481 list.
ITEM 9.7.
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(jacket/core separation). This process will guarantee extraordinary weight retention through barriers as strong as auto-glass. In addition to its remarkable strength, Gold Dot rifle ammunition asserts remarkable accuracy. With exact tolerances and unparalleled bullet uniformity of jacket thickness.
9. HORNADY TAP ELD-MATCH .308 168GR AR SNIPER RIFLE ROUND, Cost: $1.05/round, quantity: 20,000 Rounds, Lifespan: No expiration. Designed specifically for the 308 AR-10 platform and its variants, the resilient tip of the ELD Match bullet aids in reliable feed and function, and the propellant is specifically tailored to efficiently operate in the AR-10.
The168-gr.tip delivers excellent performance and features a resilient, heat resistant polymer tip that improves the ballistic coefficient, resulting in higher impact velocities, less drop, less wind drift, and more energy on target.
10. HORNADY TAP ELD-MATCH .308 168GR HEAVY BARRIER SNIPER ROUND, Cost:
$1.52/round, Quantity: 5,000 Rounds, Lifespan: No expiration. The bullet is similar to the above listed Hornady TAP ELD Match AR Sniper ammunition, but is designed to penetrate heavy barriers such as 1-inch laminated glass with exceptional weight retention while still delivering superior performance.
Purpose
To be used, when appropriate, as weapons to address threats with more precision and/or across greater distances than a handgun.
Justification
The Daniel Defense M4 provides SED/SWAT team members the ability to provide citizens, victims and officers a higher level of protection/defense against a violent subject who is armed.
The Seekins Sp-10M is a new rifle to SED. The rifle has been deployed by SED sniper/ observers approximately eight (8) times since its adoption in 2021. Previous iterations of sniper rifles have been deployed by SED sniper/ observers numerous times to assist in observation or to provide firing solutions during critical incidents when no other means/ resources were available or as necessary. Additionally, the long-range capabilities of the rifle allow law enforcement personnel to retain a large standoff distance from a dangerous suspect, thereby increasing officer safety.
The Sig Sauer 716G2 was chosen for its ability to serve as a precision rifle in a similar role as the SEEKINS SP-10M (45), and at the same time fill a similar role to a standard-issue patrol rifle should such a need arise. In this way, it would eliminate the need for staff issued a Sig Sauer 716G2 to carry two rifles, one for precision use and one for all other appropriate applications.
The need for officers issued a Sig Sauer 716G2 to have access to a precision rifle stems from their assignment to a facility tasked with maintaining such a capability per federal contract, and to aid in their response to a potential terror attack. Additionally, the long range capabilities of the rifle allow for law enforcement personnel to retain a large standoff distance from a dangerous suspect, thereby increasing officer safety.
Law enforcement is tasked with responding to dangerous events which may require an armed response. In certain circumstances, it may become necessary for an officer to discharge their ITEM 9.7.
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firearm in the course of duty. In these situations, officers equipped with rifles are able to place rounds accurately. This results in an increase in safety for the public and officers. Speer Gold Dot Soft Point .223 Caliber 55 Grain Rifle Rounds were selected to be used in conjunction with the rifle utilized by the Sheriff's Office.
The Sheriff’s Office utilizes the Hornady TAP ELD-Match 168 grain AR .308 caliber rifle ammunition as the primary ammunition for the Seekins SP-10M precision rifle. This ammunition is designed specifically for the AR-10 platform. The resilient tip of the ELD Match bullet aids in reliable feed and function, and the propellant is specifically tailored to efficiently operate in the AR-10. The 168 gr. ELD- Match bullet with Heat Shield tip delivers excellent terminal performance, limiting over penetration. Hornady TAP Precision features a resilient, heat resistant polymer tip that improves the ballistic coefficient, resulting in higher impact velocities, less drop, less wind drift, and more energy on target, making it extremely accurate and reliable. This specific ammunition has a pinned primer that prevents the primer from “blowing back” into the chamber and causing failures in the firearm. SED sniper/ observers rigorously tested several brands of ammunition and determined the Hornady TAP ELD-Match 168 grain AR .308 caliber rifle ammunition to the best ammunitions to fit their needs and performance with the Seekins SP-10M.
Hornady TAP ELD-Match 168 grain Heavy Barrier .308 caliber rifle ammunition is utilized in conjunction with the Seekins SP-10M precision rifle. Hornady TAP ELD-Match 168 grain AR .308 caliber rifle ammunition has been deployed by SED sniper/ observers times to assist in observation or to provide firing solutions during critical incidents when no other means/ resources were available or as necessary.
Authorized Use
Only members that have attended POST certified rifle training are authorized to use a rifle.
Fiscal Impact
Annual maintenance is approximately $250 for each rifle.
Training
Prior to using a rifle, officers must attend POST certified training in the operation of the rifle.
Additionally, all members that operate any rifle are required to pass a range qualification two times a year.
Legal and Procedural Rules
Use is established under the following Sheriff’s Office Policies:
G.O. 2/01 Authorized Firearms and Ammunition
G.O. 2/03 Firearms Training and Qualification
G.O.2/05 Use of Firearms
G.O. 2/09 Purchase, Issuance and Inventory Control of Departmentally Owned Firearms ITEM 9.7.
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G.O. 2/11 Use of Force
.50 Caliber Rifles and Ammunition
Weapons that fire a .50 caliber round, which has greater capabilities for distance and barrier penetration than standard precision rifles.
Description, quantity, capacities, and purchase cost
1. BARRET .50 CALIBER RIFLE, MODEL M82A1, Cost: $5000, Quantity: 1, Lifespan: 5 years. The Barrett M82A1 fires a heavier round than the patrol rifle or precision .308 rifle. It is utilized when there is a potential need to engage an armored target further away than the capabilities of other issued rifles or to engage a target behind a heavy barrier such as thick metal. This rifle is only used by specially trained SWAT personnel.
2. HORNADY A-MAX 750 GRAIN .50 BMG AMMUNITION, Cost: $8.99/Round, Quantity: 1000 Rounds, Lifespan: No expiration. This ammunition is used with the Barrett M82A1 precision .50 caliber rifle.
Purpose
To be used, when appropriate, as weapons to address threats with more precision and/or across greater distances or through greater barricade or armor than a standard precision rifle.
Justification
The Barret M821A1 is a high-powered rifle deployed by specifically trained SED sniper/ observers. This rifle may be utilized to provide observation or to provide firing solutions during critical incidents when no other means/ resources are available or as necessary. This rifle can provide highly accurate firing solutions capable of debilitating engine blocks in vehicles (big rigs attempting to crash into the Capitol building or mass casualty vehicle vs. pedestrian incidents).
This rifle may also be used to break through hardened barriers where other rifles and/ or ammunition are not powerful enough to penetrate, such as; bank teller glass during hostage incidents, engine blocks, or other thick metal.
The Hornady A-Max Match 750 grain 50 BMG rifle ammunition is a high powered rifle ammunition deployed in conjunction with the Barret M82A1 by specifically trained SED sniper/ observers. This rifle and ammunition may be utilized to provide observation or to provide firing solutions during critical incidents when no other means/ resources are available or as necessary. This ammunition can provide highly accurate firing solutions capable of debilitating large engine blocks in vehicles as well defeat heavy ballistic barriers. This ammunition may also be used to break through hardened barriers where other rifles and/ or ammunition are not powerful enough to penetrate, such as; bank teller glass during hostage incidents, engine blocks, or other thick metal.
Authorized Use
Only members that have attended POST certified rifle training are authorized to use a rifle.
Additionally, this rifle is only used by specially trained SWAT officers.
Fiscal Impact
ITEM 9.7.
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Annual maintenance is approximately $100 for each rifle.
Training
Prior to using a rifle, officers must attend POST certified training in the operation of rifles.
Additionally, all members that operate any rifle are required to pass a range qualification two times a year. This rifle is only used by specially trained SWAT officers.
Legal and Procedural Rules
Use is established under the following Sheriff’s Office Policies:
G.O. 2/01 Authorized Firearms and Ammunition
G.O. 2/03 Firearms Training and Qualification
G.O.2/05 Use of Firearms
G.O. 2/09 Purchase, Issuance and Inventory Control of Departmentally Owned Firearms G.O. 2/11 Use of Force
Explosive Breaching Tools
Battering Rams, Slugs and Breaching Apparatus that are explosive in nature. Items designed to safely gain entry into a structure. Items designed to remove a lock, such as bolt cutters, or handheld ram designed to be operated by one person, are specifically excluded from section.
Description, quantity, capabilities, lifespan and purchased cost
1. Detonating Cord, cost: $1 per foot, quantity: 750 Feet, lifespan: Depending on usage.
Detonating cord is a thin flexible tube filled with pentaerythritol tetranitrate (PETN). With the PETN exploding at a rate of approximately 6400 m/s, any common length of detonation cord appears to explode instantaneously. It is a high- speed fuse which explodes, rather than burns, and is suitable for detonating high explosives.
2. Blasting Cap, cost: $12 per unit, quantity: 50, lifespan: 10 years. A blasting cap is a small sensitive primary explosive device used to detonate a larger, more powerful and less sensitive secondary explosive such as TNT, Dynamite, or plastic explosive. Blasting caps come in a variety of types, including non-electric caps, electric caps, and fuse caps.
Purpose
To be used during tactical operations to gain entry into a structure safely.
Justification:
Energetic breaching is used in extreme circumstances when there is either no alternative or no desirable alternative to gain entry into a structure safely. It may also be used as a distraction or a means of gaining an alternate entry point when it is reasonably safe to do so. Energetic breaching requires specially trained EOD Bomb Technicians or SED Breachers. Energetic breaching may only occur with the authorization of an Incident Commander, Tactical Commander, primarily in exigent, life-threatening circumstances when deadly force would be authorized.
ITEM 9.7.
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Authorized Use
Explosive breaching may only occur after authorization by the Incident Commander or SWAT Commander in the field, and during training exercises.
Fiscal Impact
Not applicable
Training
Explosive Breaching requires an FBI certified Bomb Technician who has also completed a departmentally approved Explosive Breaching Course.
Legal and Procedural Rules
All explosive breaching tools are to be used for official law enforcement purposes and pursuant to State and Federal Law.
PepperBall Launchers, Chemical Agents and Smoke Cannisters Tear Gas and Pepper Ball Devices that contain a chemical agent that is released when deployed.
Description, quantity, capabilities, lifespan and purchased cost
1. CTS Ferret 40mm Liquid Barricade Penetrator Round, CS (Model 4330) Cost: $33 per unit, Quantity: 250, Lifespan: 5 Years. The Liquid CS filled projectile penetrates intermediate barriers and delivers irritant agents into an adjacent room.
2. CTS Pyro CS Grenade – Baffled (Model 5230B) Cost: $51 per unit, Quantity: 225, Lifespan:
5 Years. The CS Pyro Grenade is a compact, chemical agent device that provides safe expulsion of approximately 25 grams of active agent during it 20-40 second discharge time, with minimal risk of fire. It is safe to use inside of a residence. This grenade is 6.2 in. by 2.6 in.
3. CTS Pyro CS Grenade (Model 5230) Cost: $53 per unit, Quantity: 245, Lifespan: 5 Years. The CS Pyro Grenade is a compact, chemical agent device that provides safe expulsion of approximately 100 grams of active agent during it 20-40 second discharge time, with minimal risk of fire. It is safe to use inside of a residence. This grenade is 6.2 in. by 2.6 in.
4. CTS Pyro CS Grenade (Model 8230) Cost: $35 per unit, Quantity: 175, Lifespan: 5 Years. The CS Pyro Grenade mini is a compact, chemical agent device that provides safe expulsion of approximately 25 grams of active agent during it 20-40 second discharge time, with minimal risk of fire. It is safe to use inside of a residence. This grenade is 4.9 in. by 1.4 in.
5. CTS OC Vapor Aerosol Grenade (Model 6340) Cost: $52 per unit, Quantity: 150, Lifespan:
5 Years. The CTS OC Vapor Aerosol Grenade is for law enforcement and corrections use to deliver a high concentration of Oleoresin Capsicum (OC) in a powerful mist. The OC Vapor Aerosol Grenade is ideal for cell extractions or barricade situations where the use of pyrotechnic, powder or liquid devices is not practical or desired.
6. CTS CS Vapor Aerosol Grenade (Model 6330) Cost: $51 per unit, Quantity: 150, Lifespan:
5 Years. The CTS CS Vapor Aerosol Grenade is for law enforcement and corrections use to ITEM 9.7.
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deliver a high concentration of CS in a powerful mist that is best used indoors and requires no personal decontamination.
7. CTS OC/CS Vapor Aerosol Grenade (Model 6343) Cost: $55.80 per unit, Quantity: 130, Lifespan: 5 Years. The CTS CS Vapor Aerosol Grenade is for law enforcement and corrections use to deliver a high concentration of CS in a powerful mist that is best used indoors and requires no personal decontamination.
8. CTS CS Expulsion Grenade (Model 5430) Cost: $59.90 per unit, Quantity: 95, Lifespan:
5 Years. The CTS CS Expulsion Grenade is for law enforcement and corrections use to deliver a high concentration of CS chemical agent in a powder payload. Provides best results when used indoors.
9. CTS OC Expulsion Grenade (Model 5440) Cost: $59.90 per unit, Quantity: 80, Lifespan:
5 Years. The CTS OC Expulsion Grenade is for law enforcement and corrections use to deliver a high concentration of OC chemical agent in a powder payload. Provides best results when used indoors.
10. CTS CS Jet-Lite Rubber Handball Grenade (Model 9230) Cost: $35.47 per unit, Quantity: 25, Lifespan: 5 Years. The 9230 CS Jet-Lite Rubber Ball Grenade is one of the small diameters burning grenades that discharges a high volume of chemical agents through multiple emission ports. This grenade is used specifically for outdoor use and should not be deployed indoors due to fire producing capability. Can be hand thrown or launched.
11. Defense Technology CS Han-Ball Grenade (Model 1092) Cost: $56.45 per unit, Quantity: 58, Lifespan: 5 Years. This launchable grenade holds approximately 0.29 oz. of active agent that it expels in approximately 10-25 Seconds. The grenade is a fast burning, high volume continuous discharge grenade.
12. Defense Technology CS Barricade Penetrator (Model 2262) Cost: $27 per unit, Quantity:
58, Lifespan: 5 Years. Liquid CS filled projectile penetrates intermediate barriers and delivers irritant agents into an adjacent room.
13. Defense Technology First Defense 1.3% MK-9 Fogger OC Aerosol (Model 43953) Cost: $58.50 per unit, Quantity: 50, Lifespan: 5 Years. This tool is intended for use in crowd management and will deliver 14 short bursts of OC at an effective range of 18-20 ft. This
1.3% MC OC aerosol product utilizes a cone or fogger delivery method providing a wide spray pattern for easier target acquisition.
14. Defense Technology First Defense 1.3% MK-9 Stream OC Aerosol (Model 56895) Cost:
$59.10 per unit, Quantity: 50, Lifespan: 5 Years. This tool is intended for use in crowd management and will deliver 14 short bursts of OC at an effective range of 18-20 ft. This
1.3% MC OC aerosol product utilizes a stream delivery method providing a target-specific, strong concentrated stream for greater standoff.
15. CTS Sting-Ball Grenade (Model 9590) Cost: $65.30 per unit, Quantity: 75, Lifespan: 5 Years.
Multi-effect grenades with a loud blast, bright flash and dispersion of stinging .31 caliber pellets. Can also be configured to dispense an instantaneous cloud of irritant powder ITEM 9.7.
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16. CTS Sting-Ball Grenade with CS Agent (Model 9593) Cost: $68.30 per unit, Quantity: 70, Lifespan: 5 Years. Multi-effect grenades with a loud blast, bright flash and dispersion of stinging .31 caliber pellets. Device is configured to dispense an instantaneous cloud of CS irritant powder
17. CTS CS Tear-Ball Grenade (Model 9430) Cost: $63.30 per unit, Quantity: 50, Lifespan:
5 Years. Tear Ball Grenades are explosive “rubber-ball” style grenades that upon initiation eject a powder agent of CS, CN, OC or talc into a radius surrounding the device. Tear Balls are primarily used for crowd control in indoor and outdoor situations.
18. CTS Triple Phase CS Smoke Grenade (Model 5231) Cost: $64.60 per unit, Quantity: 65, Lifespan: 5 Years. CS Triple Phaser canister grenade is a large diameter grenade consisting of 3 separate aluminum canisters pressed together with separate charges between each canister. When deployed, the grenade will separate over a broad space to give a wider area of coverage. Can be launched or thrown.
19. CTS White Smoke Grenade (Model 6210) Cost: $50.25 per unit, Quantity: 50, Lifespan: 5 Years. White outdoor smoke grenades are used for obscuring tactical movement and signaling or marking a landing zone.
20. Pepper Ball VKS Launcher Cost: $850 per unit, Quantity: 8, Lifespan: 20 Years. The Pepper Ball launcher is a carbon dioxide (CO2) powered device designed to fire non-lethal Pepper Ball projectiles. They may be used in crowd control and Mobile Field Force situations to limit the escalation of conflict where employment of lethal force is prohibited or undesirable.
These launchers are not classified as firearms and are described as non-lethal by the manufacturer. Pepper ball launchers are designed to deliver less lethal Pepper Ball projectiles for the purpose of incapacitating, immobilizing, or stunning a human being through the infliction of a less than lethal impairment of physical condition, function, or senses, including physical pain or discomfort.
21. Pepper Ball VXR Live-X Projectile Cost: $3 per unit, Quantity: 12,000, Lifespan: Until Expired. The VXR Live-X Projectile is a non-lethal round. The projectile contains approximately 10x the PAVA of the VXR LIVE projectile. This projectile is best for direct impact or area saturation. Discharged from a Pepper Ball Launcher, the projectile has a velocity of 280-425 FPS. The projectile has a direct impact of 150ft and an area of saturation of 390+ft. The projectile contains 2.5% PAVA powder.
Purpose
Used to assist members of the SWAT team to bring a dangerous event to a safe resolution. This item may be utilized by trained SWAT and Mobile Field Force personnel in crowd control and Mobile Field Force Deployments or in a correctional setting where necessary.
Justification
Any critical incident will effectively put a strain on the daily functions of patrol and responding to citizens’ calls for service. When officers are dealing with a critical incident, all other emergencies that citizens may have are often prioritized below the critical incident. During a critical incident, neighbors are evacuated from their homes for their safety for several hours, roads are closed and businesses may be shut until the incident is resolved. As the incident is ITEM 9.7.
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prolonged, the county faces a financial burden as well. A barricaded subject allowed to stay at residence or business for multiple hours to days, will impact the county balance sheet. With the number of critical incidents the Sacramento County Sheriff’s Office faces, that will put the county in a financial deficit. Chemical agents may be used to ensure that the incident is resolved in a timely manner, limiting the financial burden to tax payers as well as the deprivation of property to citizens within the vicinity of the incident.
Chemical agents are used to help alleviate the need for officers to use potentially lethal options. In a situation where a suspect is shooting at officers and chemical agents are deployed, it may induce a cease fire and peaceful resolution to the situation. Cases around the nation have repeatedly proven this to be true, as chemical agents are utilized on an almost daily basis nationwide. Without the ability to use chemical agents, officers may be forced to enter barricaded residences, thus increasing the likelihood of a deadly encounter for either the officer or suspect. Studies related to the safety of chemical agents have shown them to be very safe to those who are exposed to the agent, with only short-term discomfort being the byproduct of their use.
Authorized Use
All items are used in accordance with established state and federal law. It is further used in accordance with established department policy, including Operations Orders 2/04 and 2/05, General Orders 2/08, 2/11, and 2/15.
Training
SWAT operators who utilize these munitions have been through and successfully completed a POST approved gas school and/or trained in-house by POST certified chemical agent instructors.
Non-SWAT personnel attend a POST certified class in the use and deployment of the above- mentioned device.
Fiscal Impact
Total: $24,100
Breakdown of total:
CTS Ferret 40mm Liquid Barricade Penetrator Round, CS (Model 4330): $1500 CTS Pyro CS Grenade – Baffled (Model 5230B): $2500
CTS Pyro CS Grenade (Model 5230): $2500
CTS Pyro CS Grenade (Model 8230): $2000
CTS OC Vapor Aerosol Grenade (Model 6340): $1500
CTS CS Vapor Aerosol Grenade (Model 6330): $1500
CTS OC/CS Vapor Aerosol Grenade (Model 6343): $1000
CTS CS Expulsion Grenade (Model 5430): $1000
CTS OC Expulsion Grenade (Model 5440): $1000
CTS CS Jet-Lite Rubber Handball Grenade (Model 9230): $750 ITEM 9.7.
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Defense Technology CS Han-Ball Grenade (Model 1092): $750 Defense Technology CS Barricade Penetrator (Model 2262): $500 Defense Technology First Defense 1.3% MK-9 Fogger OC Aerosol (Model 43953): $1500 Defense Technology First Defense 1.3% MK-9 Stream OC Aerosol (Model 56895): $1500 CTS Sting-Ball Grenade (Model 9590): $1000
CTS Sting-Ball Grenade with CS Agent (Model 9593): $1000 CTS CS Tear-Ball Grenade (Model 9430): $750
CTS Triple Phase CS Smoke Grenade (Model 5231): $1000
CTS White Smoke Grenade (Model 6210): $750
Pepper Ball VKS Launcher: $100
Pepper Ball VXR Live-X Projectile: Replacement as used
Legal and Procedural Rules
Use is established under established Sheriff’s Office policy and in accordance with established state and federal laws.
Maintenance of Military Supply Levels
When stocks of military equipment listed within the aforementioned sections have reached significantly low levels or have been exhausted, the Sacramento County Sheriff’s Office may order up to 10% of stock in a calendar year without board of supervisor approval to maintain essential availability for the department’s needs, and not be found in a position of being depleted of emergency resources for a critical event and/or ongoing event, such as incidents of civil unrest, or long-term, large-scale tactical operations. As such, SSO is authorized to acquire additional stock of items listed here from other law enforcement agencies or contracted vendors in the event of an emergency, when approved by the Sheriff or their designee.
Requesting replacement during 2023-24 Fiscal Year for the following equipment:
New Equipment Requested
The Sheriff’s Office respectfully requests the purchase of the following additional equipment for Fiscal Year 2023-24.
1. DJI Mavic 3 Enterprise, High res video / crime scene and fatal collision reconstruction, Cost: $3,788, Quantity: 1, Lifespan: 3 Years, Annual Maintenance: $800.
Website: https://www.dji.com/mavic-3-enterprise
2. DJI Mavic 3 Thermal, Cost: $5,748 , Quantity: 7, Lifespan: 3-5 years. This is a remotely operated battery powered aircraft designed to be operated within sight of the operator or a spotter. Each drone is equipped with a camera capable of relaying a real-time image back to the drone operator day or night.
ITEM 9.7.
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3. DJI Avata, Mini indoor UAS / high res daytime camera/ for indoor flight, Cost: $1,388, Quantity: 9, Lifespan: 3 Years, Annual Maintenance: $500. Website:
https://www.dji.com/avata .
4. DJI Mavic 3 Thermal, Cost: $5,748 , Quantity: 3, Lifespan: 3-5 years. This is a remotely operated battery powered aircraft designed to be operated within sight of the operator or a spotter. Each drone is equipped with a camera capable of relaying a real-time image back to the drone operator day or night.
5. DJI Mavic 3 Enterprise, Cost: $3,788 , Quantity: 3 , Lifespan: 3-5 Years. This is a remotely operated battery powered aircraft designed to be operated within sight of the operator or a spotter. Each drone is equipped with a camera capable of relaying a real-time image back to the drone operator.
6. DJI Avata, Cost: $1,388 , Quantity: 4 , Lifespan: 3-5 years. This is a remotely operated battery powered aircraft designed to be operated within sight of the operator or a spotter.
Each drone is equipped with a camera capable of relaying a real-time image back to the drone operator.
7. DJI Matrice 30T, DFR Capable / High res thermal/ Speaker/spot light for de-escalation, Cost: $14,000, Quantity: 2, Lifespan: 3 Years, Annual Maintenance: $700. Website:
https://www.dji.com/matrice-30 .
8. DJI M300, DFR Capable /Speaker/spot light / Carry payload for search and rescue, Cost: $13,200, Quantity: 1, Lifespan: 3Years, Annual Maintenance: $800. Website:
https://www.dji.com/matrice-300.
9. TESAR-2 Black CAP, 425 Grain Shotgun/Breaching Rounds, Cost: $7.00, Quantity: 100, Lifespan: 10 years. The ammunition being requested by SED is the TESAR-2 Black CAP 425 Grain Copper frangible round. The TESAR-2 Black Cap is a condensed copper powder (traveling at 1 525 Ft p/SEC) sold by Royal Arms International. The frangible ammunition is suitable for various structures, turning into powder upon contact with the intended target.
10. Royal Arms International Shotgun Flash Bang Cartridges, Cost: $4.50, Quantity: 200, Lifespan: 10 years. Flash Bang rounds can assist with the compliance of uncooperative suspects and create distractions necessary in a tactical environment.
11. Hornady 5.56 NATO 53 Grain Rifle Rounds, Cost: $1.00 per round, 200 rounds per case, Quantity: 2000 cases, lifespan: No Expiration. TAP Patrol is specifically designed to provide consistent and reliable performance through the FBI protocol when fired through 14.5" – 16" barreled 1:7 – 1:9" twist patrol rifles. The lead-free CX™ bullet features a flat polymer tip, which allows it to provide “barrier blind” performance ensuring consistent penetration depths. The flat tip design ensures the bullet will not plug with material from the barriers and ensures feeding through the wide variety of patrol rifle platforms.
ITEM 9.7.
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Demographics of Use in 2022
Special Enforcement Detail Deployments:
ITEM 9.7.
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ITEM 9.7.
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ITEM 9.7.
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ITEM 9.7.
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ITEM 9.7.
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ITEM 9.7.
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Unmanned Aircraft System (UAS) Deployments:
ITEM 9.7.
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ITEM 9.7.
ATTACHMENT 3
MEMORANDUM
City Council Staff Report - Page 1 of 2
ITEM 9.8.
DATE: December 18, 2023
TO: Honorable Mayor and Council Members
FROM: Albert Stricker, Public Works Director
Steve Harriman, Public Works Division Manager
SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT AMENDMENT NO. 153-2019-2 WITH R3 CONSULTING
GROUP INC. FOR ON-CALL SOLID WASTE CONSULTING
SERVICES TO EXTEND THE TERM FROM JUNE 30, 2024, TO JUNE 30, 2026, AND INCREASE THE CONTRACT BUDGET FROM
$777,400 TO AN AMOUNT NOT TO EXCEED $1,277,650
RECOMMENDATION
Adopt the Resolution.
RESULT OF RECOMMENDED ACTION
Adoption of the Resolution would authorize the City Manager to execute Contract Amendment No. 153-2019-2 with R3 Consulting Group Inc. (R3) for on-call solid waste consulting services to extend the term from June 30, 2024, to June 30, 2026, and increase the contract budget from $777,400 to an amount not to exceed $1,277,650.
BACKGROUND
In 2019, the Public Works Department completed a competitive procurement process to select a consulting firm to provide on-call solid waste consulting services, and R3 Consulting Group Inc. (R3) was selected at the conclusion of the process. On October 1, 2019, the City and R3 executed Contract No. 153-2019 in the amount of $412,500 to provide on-call solid waste consulting services through June 30, 2022. On May 2, 2022, the City and R3 executed the first amendment to extend the term through June 30, 2024, which resulted in an increase to the contract budget to an amount not to exceed $777,400.
On January 17, 2023, the City Council directed staff to administer a competitive procurement process for the residential solid waste collection and street sweeping franchise agreement beginning January 1, 2025. R3 has assisted with the development of the procurement documents and draft franchise agreement, evaluation of proposals, hauler interviews, financial analyses of alternate rate structures, preparation of presentations and staff reports to the City Council, etc. In addition, R3 will assist with various tasks related to the execution and implementation of the new contract. The proposed second amendment increases the Fiscal Year 2023/24 budget by $137,500, from $195,000 to $332,500, to cover the additional cost of the procurement assistance provided by R3. The proposed second amendment also extends
City Council Staff Report - Page 2 of 2
the contract term from June 30, 2024, to June 30, 2026, and increases the total contract budget from $777,400 to an amount not to exceed $1,277,650.
The on-call solid waste consulting services also includes ongoing administration of the residential and commercial solid waste and recycling franchise agreements, preparation of monthly and annual reports to CalRecycle, implementation assistance and monitoring for mandatory residential, commercial and multifamily recycling and organics programs, monitoring and auditing of residential and commercial franchise fees paid to the City, implementation and management of the City Hall recycling demonstration project, public education and outreach assistance, grant administration, participation in regional meetings with other local agencies, and administration of the City’s construction and demolition recycling program.
FISCAL IMPACT AND FUNDING SOURCE
This contract is funded through the Public Works operating budget and has no impact on the General Fund. The successful proposer for the residential solid waste collection and street sweeping franchise will pay $150,000 to the City within sixty (60) days of execution of the new agreement to cover the consulting costs incurred by the City during the competitive procurement process.
ATTACHMENT(S)
1. Resolution
2. R3 Contract Amendment No. 153-2019-2
ITEM 9.8. ATTACHMENT 1 Resolution No. XX-2023 Page 1 of 2
CITY OF RANCHO CORDOVA
RESOLUTION NO. XX-2023
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA, STATE
OF CALIFORNIA AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT AMENDMENT NO. 153-2019-2 WITH R3 CONSULTING GROUP INC. TO EXTEND THE TERM FROM JUNE 30, 2024, TO JUNE 30, 2026, AND INCREASE THE CONTRACT BUDGET FROM $777,400 TO AN AMOUNT NOT TO EXCEED $1,277,650
WHEREAS, the City and R3 Consulting Group Inc. (R3) entered into a Professional Services Agreement (PSA), Contract No. 153-2019, dated October 1, 2019, for the provision of on-call solid waste consulting services; and
WHEREAS, the Parties executed the first Amendment to the PSA on May 2, 2022, to extend the term from June 30, 2022, to June 30, 2024, which resulted in an increase to the contract budget from $412,500 to an amount not to exceed $777,400; and WHEREAS, this second Amendment extends the term from June 30, 2024, to June 30, 2026, and increases the contract budget from $777,400 to an amount not to exceed $1,277,650; and
WHEREAS, this amendment will allow R3 Consulting Group to continue to provide on- call solid waste technical consulting services and assist the City with implementation of new programs, administration of multiple solid waste franchise agreements, the procurement and implementation of the new residential solid waste collection franchise beginning January 1, 2025, grant administration, preparation of monthly and annual reports to regulatory agencies, enforcement efforts, and public educational and outreach; and WHEREAS, those services will exceed the maximum amount the City Manager is authorized to approve.
NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA does authorize the City Manager to execute Contract Amendment No. 153-2019-2 with R3 Consulting Group Inc. in a form approved by the City Attorney to extend the contract term from June 30, 2024, to June 30, 2026, and increase the contract budget from $777,400 to an amount not to exceed $1,277,650.
PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 18th day of December 2023 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ITEM 9.8. ATTACHMENT 1 Resolution No. XX-2023 Page 2 of 2 ATTEST:
David Sander, Mayor
Stacy Leitner, CMC
City Clerk
SECOND AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF RANCHO CORDOVA AND R3 CONSULTING GROUP INC. FOR
ON-CALL SOLID WASTE CONSULTING SERVICES
Th
is Second Amendment to the Agreement for Professional Services (“Amendment”) is made by and between the City of Rancho Cordova (“City”) and R3 Consulting Group Inc. (“Professional”) as of December 4, 2023. City and Professional are hereinafter collectively referred to as the "Parties”.
RECITALS
WHE
REAS, the Parties entered into a Professional Services Agreement (“PSA”) dated October 1, 2019 for the purpose of providing on-call solid waste consulting services; and WHE
REAS, the Parties executed the first Amendment to the PSA on May 2, 2022 to extend the term from June 30, 2022 to June 30, 2024, which resulted in in an increase to the contract budget from $412,500 to an amount not to exceed $777,400; and
WHE
REAS, this second Amendment extends the term from June 30, 2024 to June 30, 2026, an d increases the contract budget from $777,400 to an amount not to exceed $1,277,650; and WHE
REAS, professional will continue to assist with the administration of the City’s solid waste programs, including implementation of new services a nd management of multiple contracts, the procurement and implementation of the new residential solid waste collection franchise, grant administrat5ion, reporting requirements, enforcement efforts and educational campaigns; and WHE
REAS, this Amendment will allow Professional to continue to provide on-call solid waste consulting services to ensure excellent public services in Rancho Cordova and compliance with new and existing laws and regulations.
NOW
, THEREFORE, the Parties hereto agree as follows:
AGREEMENT
1. T
he Parties agree to modify the end date of the P SA from June 30, 2024 to June 30, 202 6. The first sentence of Section 1.1 of the PSA, “Term of Services” is amended to read as follows:
"The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2026, the date of completion specified in Exhibit A. Professional shall complete the work described in Exhibit A prior to that date; unless the term of the Agreement is otherwise terminated or extended, as provided in Section 8."
2. S
ection 2 of the PSA, “Compensation,” provides for the City to pay Professional a sum not to exceed $777,400 for the contract term. The Parties agree to amend Section 2 of the PSA in order to increase the contract amount. The first sentence of Section 2 of the PSA is amended to read as follows:
"C
ity hereby agrees to pay Professional a sum not to exceed one million, two hundred and seventy seven thousand and six hundred and fifty dollars ($1,277,650), notwithstanding any contrary indication s that may be contained in Professional’s proposal, for services to be performed and reimbursable costs incurred under this Agreement.” ITEM 9.8.
ATTACHMENT 2
3. The document entitled “Scope of Services” attached hereto as Exhibit A, shall replace and supersede the PSA's Exhibit A.
4. The document entitled “Compensation Schedule,” attached hereto as E xhibit B, s hall replace and supersede the PSA's Exhibit B.
5. All other terms and conditions in the P SA shall remain in full force and effect to the extent they are not in conflict with this Amendment.
6. The signatures of the Parties to this Amendment may be executed and acknowledged on separate pages or in counterparts which, when attached to this Amendment, shall constitute one complete Amendment.
7. Contract Administration.
This Agreement shall be administered by Steve Harriman ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.
Notices. A
ny written notice to R3 Consulting Group shall be sent to:
R3 Consulting Group, Attn: Carrie Baxter
1512 Eureka Rd, Suite 220
Roseville, CA 95661
Email Address (for Insurance Update Requests): [email protected]
Any written notice to City shall be sent to:
City of Rancho Cordova
Attn: Steve Harriman, Public Works Department
2729 Prospect Park Drive
Rancho Cordova, CA 95670
IN WITNESS WHEREOF, the Parties have executed this Amendment on the day and year first above written.
CITY OF RANCHO CORDOVA R3 CONSULTING GROUP
____________________________ ______________________________ Micah Runner, City Manager Garth Schultz, Principal
Date:__________________ Date:__________________
Attest:
____________________________
Stacy Leitner, City Clerk
Date:__________________
Approved as to Form:
ITEM 9.8.
ATTACHMENT 2
1512 Eureka Road, Suite 220, Roseville, CA 95661 | p 916.782.7821 | f 916.782.7824 | www.r3cgi.com October 25, 2023
Mr. Steve Harriman
Operations and Maintenance Division Manager
City of Rancho Cordova, Public Works
2729 Prospect Park Drive, Rancho Cordova CA 95670
submitted via email: [email protected]
SUBJECT: On-Call Consulting Services for Fiscal Years 2024/25 & 2025/26 – R3 Proposal Dear Mr. Harriman,
R3 Consulting Group Inc., (R3) is pleased to submit this proposal to continue our 20-year relationship with the City of Rancho Cordova (City) for On-Call Solid Waste Consulting Services, Fiscal Years 2024/25 and 2025/26. The City’s solid waste staffing needs covers a range of tasks that support contract administration and compliance for both the exclusive residential collection franchise and non-exclusive commercial franchise agreements. As such, R3 will provide expert knowledge and technical assistance to aid in program development and success in all areas of the City’s solid waste management program.
Our team is uniquely qualified to provide the requested services for the City, in that we have been at the forefront of the City’s recycling and organics collection services are implemented and we also have the ability to leverage our work efforts with neighboring communities. In addition to the City, R3 has been guiding the nearby jurisdictions of Citrus Heights, Dixon, Elk Grove, and Folsom with SB 1383 compliance planning and implementation. We are also working throughout the State to procure new solid waste collection services through a competitive process. Most recently for the City of Rosemead, R3 led the team in procuring new solid waste collection services with a focus on compliant organic collection programs through a competitive process – yielding unanimous City Council approval.
Project Team
Carrie Baxter will continue to serve as the City’s Project Lead and primary point of contact. She will be responsible for overseeing the team, providing analytical review, and leading stakeholder engagement and presentations. Carrie will be directly supported by Scott Hanin, William Schoen, Peggy Paulsen, Jordan Muratsuchi, Sarah Koplowicz, and Angela Micheletti. They are experienced consultants, talented in understanding regulatory requirements, and will provide key analytical support. Additional support staff will be used as necessary throughout this engagement. * * * * *
We a
ppreciate the opportunity to continue to be of service to the City. Should you have any questions regarding our proposal or need any additional information, please don’t hesitate to reach out directly.
Sincerely,
Carrie Baxter | Sr. Managing Consultant
R3 Consulting Group, Inc.
916.878.7413 | [email protected]
EXHIBIT A
ITEM 9.8.
ATTACHMENT 2
1. SCOPE OF WORK
City of Rancho Cordova | On-Call Consulting Services FY 2024-25 & 2025-26 1 Project Understanding
The City’s solid waste staffing needs covers a range of tasks that support contract administration and compliance for both the exclusive residential collection franchise and non-exclusive commercial franchise agreements. As such, R3 will provide expert knowledge and technical assistance to aid in program development and success in all areas of the City’s solid waste management program.
R3’s goal for this engagement is to provide a turn-key solution to the City’s solid waste management program, in collaboration with City staff. We will verify that the City’s franchised haulers operate safely and effectively, that they comply with their contractual obligations, and that the City complies with all relevant laws and regulations. As the City’s consultant, R3 will determine if the franchised haulers are contractually compliant through monthly and quarterly contract assessments and recommend any necessary corrective actions. R3 will also assist in maintaining the City’s compliance with the state by preparing required reports, communicating with CalRecycle, training City staff on processes and procedures, and performing all obligations as set by the governing entities.
Scope of Work
Task 1 Contract Administration for Residential Services The City’s current residential franchise agreement expires on December 31, 2024. R3 will act as City staff and assume responsibility for the tracking and on-time submittal of all reports and required deliverables, per the residential Agreement. Our team will assist the City in monitoring Republic’s residential programs and contractual obligations and remain accessible to all residential customers to provide guidance on disposal, recycling, and proper solid waste management. We will schedule monthly meetings with Republic and prepare agenda items to review contract compliance components, tonnage and diversion reports, and any current and upcoming solid waste activities. As needed at each meeting, R3 will track the hauler’s compliance with the requirements set forth in the Agreement through a Contract Compliance Monitoring Schedule.
We will perform data analysis to verify Republic’s compliance with mandatory diversion quotas, conduct assessments on under-performance, identify errors, and discuss data anomalies. Our staff will act as oversight for the City, provide recommended actions to address non-compliance, assist in Agreement amendments, perform operations and performance reviews, assess liquidated damages, and provide technical assistance in areas that may require additional service, such as education and outreach and Proposition 218 processes.
In addition to the above contract administration assistance and following the outcome of the current competitive procurement for a new residential franchise agreement service provider, R3 will continue to provide essential support to City staff through the transition of collection services under the new agreement. Our team will work closely with City staff and the selected hauler to help mitigate disruption to the residents.
During the transition period following the new agreement award through December 2024, we propose up to two weekly virtual meetings (once per month in person) with the selected hauler and City staff. The structure and timeline associated with these meetings may change as directed by City.
During and after meetings and conference calls, R3 will develop, regularly update, and share with the City and hauler progress related to ongoing task requirements, responsible parties, and timeline for implementation.
The agenda for each meeting is subject to change but will generally focus on:
》 Confirming that responsible parties have made sufficient process on identified tasks. 》 Determining the appropriate course of action if sufficient process has not been made.
ITEM 9.8.
ATTACHMENT 2
City
of Rancho Cordova | On-Call Consulting Services FY 2024-25 & 2025-26 2 》 Discussing and determining the appropriate course of action for new tasks (previously unidentified) if and when they arise.
》 Confirming the next steps in the implementation schedule and ensuring that all parties are aware of each parties’ roles and responsibilities.
Task 2 Contract Administration for Commercial Services
The City’s current non-exclusive commercial agreements expire on December 31, 2025. Along with City staff, R3 will support the implementation and oversight of the commercial waste haulers’ contract compliance efforts. As such, R3 is prepared to assist the City in the tasks outlined below.
Task 2.1 Commercial Hauler Contract Compliance Monitoring The haulers are required to meet an annual 30% diversion rate, conduct contamination audits, and submit diversion reports to the City on a quarterly basis showing material types, tonnages, diversion rate, and end-destinations of materials. This is an integral component of the City’s overall strategy to comply with the 50% diversion mandates of AB 939. In addition, the City’s municipal code now requires all new accounts to be set up with garbage, recycling, and organic waste collection services unless they have been provided with a waiver from the City. The haulers are required to submit a quarterly generator report to show their compliance with this requirement.
As such, R3 will continue to track this information in a commercial Contract Compliance Monitoring workbook to support the City’s solid waste management efforts and monitor the waste haulers’ performance. R3 will provide recommendations and assist in preparation of amendments to the Agreements, assessing liquidated damages, identifying data anomalies, and providing recommended actions for compliance monitoring.
Task 2.2 Commercial Hauler Payment Monitoring
R3 will review monthly franchise fee reports submitted to the City by the haulers and perform monitoring and tracking services for future potential financial review.
Task 2.3 On-Going Technical Assistance
With many new state regulations, R3 will continue to provide ongoing individualized technical assistance to all businesses to increase compliance with recycling and organics collection services. This includes developing new outreach materials (fliers, posters, brochures, doorhangers, etc.), returning customer calls, attending site visits, and responding to emails.
R3 will continue to monitor and manage the City’s mandatory commercial and multi-family recycling programs to aid the City in complying with all legislative requirements including AB 341, AB 1826, and SB 1383. R3 will review covered generator reports for completeness and accuracy and discuss current program effectiveness with the commercial haulers at quarterly meetings. R3 is prepared to organize and host educational meetings with City staff to provide expert knowledge on recycling and collaborate with all applicable staff departments to support the success of the City’s food waste collection program.
In addition, we will continue to review and assist in the development of educational materials for recycling education, prepare enforcement letters, and assist in preparing mailers to address covered generator non-compliance. We will act as the primary resource to assist the City in any upcoming program implementation involving future legislative requirements and provide recommended actions to effectively improve the City’s legislative compliance program to meet statewide goals.
Task 3 Prepare, Monitor, & Manage Grants
R3 will assist the City by managing and administering current grant programs and submitting reports to the applicable grant agencies. R3 will prepare the grants for the SB 1383 Local Assistance Grant
ITEM 9.8.
ATTACHMENT 2
City of Rancho Cordova | On-Call Consulting Services FY 2024-25 & 2025-26 3 Program, Used Oil Payment Program, City/County Payment Program, and Household Hazardous Waste Program, as requested, or needed by the City. R3 will stay up to date on all current and upcoming grant cycles, maintain knowledge of all new and existing grants, and provide necessary recommendations.
Task 4 Construction and Demolition (C&D) Debris Program R3 will assist the City in monitoring and compliance with the City’s C&D Debris Reduction, Reuse, and Recycling Ordinance, commercial Agreement diversion requirements, and those portions of the California Green Building Standards Code (CalGreen) related to the disposal and diversion of C&D from covered projects. R3 will assume responsibility for monitoring and tracking disposal of all loads of C&D to verify compliance with the City’s mandatory Ordinance, collaborate with applicable staff departments, assist in administering penalties, and provide support for education and outreach.
Task 5 AB 939 Annual Report Preparation and CalRecycle Coordination R3 will complete and file all reports required by CalRecycle to support the City’s compliance with the state’s 50% AB 939 diversion goals. R3 will prepare the Electronic Annual Report to describe the activities undertaken through the programs adopted in the City’s Source Reduction and Recycling Element and Household Hazardous Waste Element. We will also prepare any additional required reports to meet SB 1383 requirements.
Additionally, R3 will prepare and submit the following reports: Form 303 Household Hazardous Waste; Used Oil Payment Program Expenditure Report; and the City/County Payment Program Expenditure Report. R3 will track legislation and anticipated State of California regulations that impact the City’s recycling and waste reduction program successes. R3 will participate in meetings with CalRecycle, as well as assume responsibility for all ongoing communication with the City’s local assistance and market development representatives.
Task 6 Regional Commercial Waste Hauler Audits
R3 will assist the City in performing the joint Sacramento County hauler audits, if requested by the City.
This will entail determining the proper payment of fees and/or the accuracy of reported tonnages.
If this action is requested, R3 will audit the following items submitted by each hauler:
》 The franchisee’s quarterly franchise fee payments for a specified quarter. 》 The franchisee’s diversion and disposal tonnage records for the same quarter. 》 The franchisee’s compliance with Sacramento County Code.
Task 7 Regional Meetings
R3 will attend the monthly meetings of the Solid Waste Working Group (SWWG) on behalf of the City of Rancho Cordova to monitor regional solid waste issues.
Task 8 Procurement Assistance
On January 17, 2023, City Council directed City staff to prepare and release a Request for Proposals (RFP) document, which would allow multiple waste hauling companies to compete for a new residential agreement beginning January 1, 2025.
Our approach to conducting procurement projects is structured and orderly and follows a well-tested methodology. R3 will prepare a draft franchise agreement for the City. The draft agreement will be included as part of the RFP packet that R3 develops. Proposers will be required to identify exceptions they take to the draft language and offer acceptable alternative language for the City’s consideration. The City will not, however, be required to accept any proposed exception.
ITEM 9.8.
ATTACHMENT 2
City of Rancho Cordova | On-Call Consulting Services FY 2024-25 & 2025-26 4 R3 will also provide the following services as part of the procurement process:
》 Develop a list of haulers to receive the RFP.
》 Assist the City staff in preparing written responses to questions submitted regarding the RFP and preparing addenda as necessary.
》 Conducting a technical evaluation of proposals and work with, but not part of, the Evaluation Team. 》 Participate in interview with proposers.
》 Support City staff in their negotiations with selected proposers. 》 Support City staff as they prepare staff reports and presentations. 》 Support City staff in finalizing the resultant agreement with the selected proposer. 》 Support City staff in presenting recommendations to the City Council.
Task 8.1 Develop a New Agreement
Using our experience bringing California municipalities into compliance with CalRecycle requirements, and with our understanding of recent state legislation, R3 will advise the City on the latest solid waste trends as it pertains to both franchised services and the Agreement development. R3 will draft the new Agreement incorporating the information gathered in prior tasks. Because we are currently developing similar agreements for several clients, we can include the current industry standards and best practices for items such as performance bonds, indemnification, insurance, liquidated damages and reporting and record keeping requirements. The new Agreement will also include detailed performance requirements that establish minimum service standards for inclusion in the Agreement that are both quantifiable and easily measured to verify compliance.
Performance requirements may include, but are not necessarily limited to, the following:
》 Disposal and processing facility requirements.
》 Minimum waste diversion requirements.
》 Collection vehicle emissions standards and requirements. 》 Collection vehicle weight, size, and noise limitations. 》 Specifications for container size, color, and labeling. 》 Public education program requirements (e.g., quarterly newsletter, annual campaigns, classroom presentations, etc.).
》 Collection and recycling services to City offices, facilities, and events. 》 Collection service hours.
》 Collection service quality standards.
》 Collection driver uniforms and identification badges. 》 Customer service standards.
Task 8.2 Prepare RFP Package
Qualifications and Recommended Eligible Service Providers As part of the RFP Package, R3 will prepare minimum qualifications regarding each potential service provider’s capacity and capability to perform the requisite services during the contract term and any extension. These qualifications will be required to be submitted with the submittal of proposals from qualified collection contractors.
R3 has an extensive list of solid waste companies operating in California and nationally and will provide a mailing list to the City for consideration when sending out the RFP package. R3 will work with the City to publicize the availability of the RFP package and work with City staff to post the RFP on the City’s preferred website.
ITEM 9.8.
ATTACHMENT 2
City of Rancho Cordova | On-Call Consulting Services FY 2024-25 & 2025-26 5 As part of this task, we will provide an electronic version of the draft minimum qualifications to the City for comments. At City staff’s preference and in conjunction with our bi-weekly virtual check-in meetings, we will be available to meet with City staff to address the City’s comments. Following discussion with the City and using a single compiled document with comments from the City Contract Manager, R3 will compile our final minimum qualifications for incorporation into the RFP Package.
Prepare Criteria and Methodology to Evaluate Proposals.
R3 will prepare a written set of recommended evaluation criteria and a methodology for review and discussion with City staff. In R3’s experience, the evaluation will include, but not be limited to, conducting an initial “pass-fail” review. We will provide an electronic version of the draft criteria and methodology to evaluate proposals to the City for comments. At City staff’s preference and in conjunction with our regular virtual check in meetings, we will be available to meet with City staff to address the City’s comments.
Following discussion with the City and using a single compiled document with comments from the City Contract Manager, R3 will compile our final criteria and methodology to evaluate proposals for incorporation into the RFP Package and develop RFP Package.
R3 will develop an RFP package – this includes a draft RFP, a draft Agreement and cost forms for proposers to complete and the evaluation criteria and methodology. The draft RFP will specify minimum requirements and qualifications and will require proposers to submit work plans that specify how they will transition to new services, achieve diversion requirements, implement customer service programs, and promote public education activities. The RFP package will include current and historical waste data (tonnage and current account data).
Separate sections of the RFP may include, for example:
》 Section A: Introduction to the RFP, Instructions, Schedule, Procurement Goals and Objectives 》 Section B: Available Background Information, Demographic, Service Account Data (i.e., tonnage, number of accounts, historical operating information, and current services) 》 Section C: Overview of Requested Service Requirements 》 Section D: Response Format and Submittal Process, Qualification Requirements, Required Work Plans, and Proposed Rates
– Transition Plan: Detailing the plans and schedule of events leading up to the provision of new services.
– Operations Plan: Presenting specific collection and processing programs to be implemented in the City including vehicles, containers, route operations, facilities, safety, and reporting. – Customer Service Plan: Detailing specifically customer service operations. – Diversion Plan: Describing the diversion and sustainability programs associated with providing the requested services.
– Educat
ion and Outreach Plan: Specifying methods and public education materials that will be used at program start-up and throughout the agreement term and any extensions. – Financial Services Plan: Access to capital, current financial statements, balance sheet, profit and loss statement and debt.
– Proposal Cost and Service Forms: Excel worksheets for proposers to provide their proposed customer rates and supporting cost data.
》 Section E: Evaluation Selection Criteria and Evaluation Process 》 Section F: RFP Conditions, Communication Protocol for Contractors and the City, and Proposal Cost and Service Forms.
》 Attachment 1: Draft Solid Waste Agreement.
ITEM 9.8.
ATTACHMENT 2
City of Rancho Cordova | On-Call Consulting Services FY 2024-25 & 2025-26 6 Finalize and Issue RFP and Agreement
Following City staff review, R3 will be available to meet with City staff and the City Attorney to address comments. Based on City direction, R3 will finalize the RFP package and provide the City with an electronic copy which can be used to present to City Council for review, if desired.
Conduct a Mandatory Pre-Proposal Meeting and Prepare the RFP R3 will conduct a mandatory pre-proposal meeting with prospective proposers. The pre-proposal meeting will provide the opportunity for the City to review the RFP with prospective proposers and answer questions as appropriate. We will prepare written responses to questions raised before and during the pre-proposal meeting for submittal to all parties that attended the meeting. In addition, R3 will prepare addenda to the RFP as necessary.
Task 8.3 Evaluate Proposals
R3 will assist the City with the evaluation of up to four (4) proposals received in response to the RFP. The evaluation will include, but not be limited to, conducting an initial “pass-fail” checklist against RFP minimum requirements, and evaluating the proposers’ qualifications, references, processing and disposal facilities, approach to meeting the City’s diversion requirements, customer rates (prices), collection methods, customer service programs, financial statements, transition experience and work plans.
After the initial evaluation is completed, R3 will assist City staff prepare any written requests for clarification to the haulers, as necessary. In the event a proposal does not meet the minimum requirements of the RFP, we will recommend that the proposal be disqualified as non-compliant with the RFP requirements.
R3’s role in the evaluation process will also include facilitating the evaluation meetings and the proposer interviews. This will include preparing City staff in advance with questions to be asked to evaluate the information provided during interviews.
Separate sections of the evaluation analysis may include, for example:
》 Executive Summary: Introducing and summarizing the evaluation analysis and the recommendation. 》 Summary of RFP Responses
》 Reference Checks
》 Financial Capability
》 Technical Proposal: Work plans including Transition Plan and route design, operations and performance requirements, public safety plan, customer service plan, diversion and sustainability programs, education and outreach plan, and record-keeping and data management plan. 》 Customer Rate and Cost Proposals: Consistent with the proposed activities, proposed equipment, requested services, and work plans.
》 Enhanced Proposal Terms
》 Rate revenues to the hauler and City
》 Start-up capital costs
Following drafting the evaluation analysis, R3 will facilitate several meetings with City staff. Meetings will include (1) a summary of the proposals received, including any proposed enhancements; and (2) the results of the evaluation process.
ITEM 9.8.
ATTACHMENT 2
City of Rancho Cordova | On-Call Consulting Services FY 2024-25 & 2025-26 7 Additional aspects of the evaluation process will include:
》 Prepare detailed evaluation report of recommended proposers. 》 Meeting with City staff to discuss evaluation criteria and select proposers to be selected for interviews.
》 Coordinate interviews with up to two (2) proposers, including scheduling and development of questions in consultation with City staff.
》 Up to four (4) meetings to provide a summary of the proposals received, including any proposed enhancements; and the results of the evaluation process.
Task 8.4 Agreement Negotiations
Based on direction from the City, R3 will confirm and clarify deal points, and lead Agreement negotiations with the top ranked proposer(s). Negotiations will focus on clarifying the proposer’s services and cost proposal and incorporating any optional services as may be selected by City staff. This Task will include meetings with the City beforehand to confirm our approach for the negotiations. Our proposal assumes up to four (4) negotiation meetings with top ranked proposers, including pre- and post-discussions with City staff to confirm approach and recap as necessary.
Task 8.5 Finalize New Agreement and Present Recommendations to City Council R3 will present, or assist staff in presenting, the results of the evaluation process to City Council, including recommendations made by the evaluation team. This will include a summary of the proposal process, proposals received, the evaluation process, and the results and recommendations for award of the Agreement.
Based on direction from City Council, we will incorporate any program changes or options selected by City Council and finalize the Agreement for finalist proposer to sign. This will include incorporating changes to the draft agreement through the issuance of addenda by the City, any final program options selected during the selection process, proposed rates, final work plans, exhibits, etc.
As needed, R3 will prepare a second presentation to City Council summarizing the evaluation process and recommendations for award based on program changes or options selected by City Council during the first presentation.
ITEM 9.8.
ATTACHMENT 2
2. PROJECT BUDGET
City of Rancho Cordova | On-Call Consulting Services FY 2024-25 & 2025-26 8 The project budget includes an adjustment to our current contract budget for FY 2023-24 in the amount of $137,500 to assist the City procure a new solid waste collection contract as described in Task 8 of the Scope of Work. It also includes a continuation of On-Call Consulting Services, as described in Tasks 1-7 for FY 2024-25, in the amount of $209,050, and for FY 2025-26, in the amount of $153,700. R3 proposes to complete the project for a total cost of $500,250.
Additional consulting services beyond those proposed will be charged at the hourly billing rates shown in Table 1, below. Fees for work completed will be billed monthly at the first of each month, for the preceding month, and are due within 30 days of the invoice date.
Table 1: Standard Hourly Rates – FY 2024-25 & FY 2025-26
CLASSIFICATION HOURLY RATE
Principal $ 275 per hour
Sr. Director $ 275 per hour
Director $ 230 per hour
Sr. Managing Consultant $ 230 per hour
Managing Consultant $ 200 per hour
Sr. Consultant $ 200 per hour
Consultant $ 180 per hour
Associate Consultant $ 160 per hour
Expert Witness 1.5x Rates Listed Above
REIMBURSABLE COSTS
Consultants/Subcontractors Cost plus 10%
Lodging and meals Direct cost
Travel - Private or company car At Current Federal Rate Travel - Other Direct cost
Delivery and other expenses Direct cost
ITEM 9.8.
ATTACHMENT 2
Principal /
Sr. Director
Director /
Sr. Managing
Consultant
Managing
Consultant /
Sr. Consultant
Consultant
Sr. Designer
Sr. Admin Support
Project Analyst
Associate
Consultant
Admin
Support
G. Schultz
S. Hanin
W. Schoen
C. Baxter
J. Howison
N. Forst
P. Benner
R. Calkins
R. Radford
A. Soulard
C. Wilson
J. Muratsuchi
P. Paulsen
J. Barile
M. Hulsman
S. Koplowicz
N/A A. Micheletti N/A
$ 275 $ 230 $ 200 $ 180 $ 170 $ 160 $ 130
1 Contract Administration
(Residential) 0 138 54 108 0 300 59,820$
2 Contract Administration
(Commercial) 0 12 12 342 0 366 63,060$
3 Grant Management 0 20 0 62 0 82 15,140$
4 C&D Program 0 12 48 0 0 60 11,400$
5 CalRecycle Reporting and
Coordination 0 22 0 38 0 60 11,520$
6 Regional Commercial Waste
Hauler Audits 0 72 0 12 0 0 84 18,720$
7 Regional Meetings 0 24 0 24 0 0 48 9,840$
8 Procurement Assistance 320 90 80 0 80 0 570 137,500$
Contingency 0 0 0 0 0 5,500$
FISCAL YEAR 2023-24 (Amended)
TASK
STAFF
BILLABLE
HOURS
BILLABLE
COST
EXHIBIT B
ITEM 9.8.
ATTACHMENT 2
320 390 80 150 550 80 0 1570 $ 332,500
Principal /
Sr. Director
Director /
Sr. Managing
Consultant
Managing
Consultant /
Sr. Consultant
Consultant
Sr. Designer
Sr. Admin Support
Project Analyst
Associate
Consultant
Admin
Support
G. Schultz
S. Hanin
W. Schoen
C. Baxter
J. Howison
N. Forst
P. Benner
R. Calkins
R. Radford
A. Soulard
C. Wilson
J. Muratsuchi
P. Paulsen
J. Barile
M. Hulsman
S. Koplowicz
N/A A. Micheletti N/A
$ 275 $ 230 $ 200 $ 180 $ 170 $ 160 $ 130
1 Contract Administration
(Residential) 10 200 15 100 30 355 74,550$
2 Contract Administration
(Commercial) 120 160 120 400 75,600$
3 Grant Management 5 20 0 20 45 7,950$
4 C&D Program 0 15 50 0 65 12,450$
5 CalRecycle Reporting and
Coordination 0 30 5 40 75 14,200$
6 Regional Commercial Waste
Hauler Audits 10 75 0 0 85 15,800$
7 Regional Meetings 0 10 30 5 0 45 8,500$
10 390 15 440 0 215 0 1070 $ 209,050
FISCAL YEAR 2024-25
TASK
STAFF
BILLABLE
HOURS
BILLABLE
COST
Totals
Totals
ITEM 9.8.
ATTACHMENT 2
Principal /
Sr. Director
Director /
Sr. Managing
Consultant
Managing
Consultant /
Sr. Consultant
Consultant
Sr. Designer
Sr. Admin Support
Project Analyst
Associate
Consultant
Admin
Support
G. Schultz
S. Hanin
W. Schoen
C. Baxter
J. Howison
N. Forst
P. Benner
R. Calkins
R. Radford
A. Soulard
C. Wilson
J. Muratsuchi
P. Paulsen
J. Barile
M. Hulsman
S. Koplowicz
N/A A. Micheletti N/A
$ 275 $ 230 $ 200 $ 180 $ 170 $ 160 $ 130
1 Contract Administration
(Residential) 50 50 30 130 26,300$
2 Contract Administration
(Commercial) 50 50 300 400 68,500$
3 Grant Management 5 20 0 20 45 7,950$
4 C&D Program 0 15 50 0 65 12,450$
5 CalRecycle Reporting and
Coordination 0 30 5 40 75 14,200$
6 Regional Commercial Waste
Hauler Audits 10 75 0 0 85 15,800$
7 Regional Meetings 0 10 30 5 0 45 8,500$
0 170 50 230 0 395 0 845 $ 153,700 Totals
FISCAL YEAR 2025-26
TASK
STAFF
BILLABLE
HOURS
BILLABLE
COST
ITEM 9.8.
ATTACHMENT 2
MEMORANDUM
City Council Staff Report - Page 1 of 2
ITEM 9.9.
DATE: December 18, 2023
TO: Honorable Mayor and Council Members
FROM: Russell Ducharme, Neighborhood Services Manager
SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE
A CONTRACT WITH THE SACRAMENTO COUNTY SHERIFF'S
OFFICE FOR A TERM STARTING DECEMBER 1, 2023, AND ENDING JUNE 30, 2026, FOR THE SUPERVISION OF THE SHERIFF'S WORK
PROJECT PROGRAM, INMATE CREW, FOR FLOOD CONTROL AND
LANDSCAPING MAINTENANCE IN AN AMOUNT NOT TO EXCEED
$254,945
RECOMMENDATION
Adopt the Resolution.
RESULT OF RECOMMENDED ACTION
Adoption of this Resolution would authorize the City Manager to execute a contract with the Sacramento County Sheriff's Office for a term starting December 1, 2023, and ending June 30, 2026, for the supervision of the Sheriff's Work Project Program, Inmate Crew, for flood control and landscaping maintenance in an amount not to exceed $254,945.
BACKGROUND
The goal and purpose of executing this contract is to continue providing City and contract staff with resources to maintain and beautify public-owned property.
For the past eight years, the Sheriff's Work Project Program has provided flood control and landscaping maintenance to the City which includes weed abatement, landscape maintenance, and debris removal on an as-needed basis.
Staff is satisfied with the level of services and responsiveness that the Sheriff's Work Project Program has provided and wish to continue this partnership.
City staff recommends executing the contract agreement with the Sheriff's Work Project Program to continue providing landscaping maintenance and flood control services to City- owned properties and facilities.
FISCAL IMPACT AND FUNDING SOURCE
The new contract agreement with the Sheriff's Work Prroct Program will continue to provide landscaping maintenance and flood control services to City-owned properties and facilities.
City Council Staff Report - Page 2 of 2
ATTACHMENT(S)
1. Resolution
2. Contract No. 2023-258
ITEM 9.9. ATTACHMENT 1 Resolution No. XX-2023 Page 1 of 1
CITY OF RANCHO CORDOVA
RESOLUTION NO. XX-2023
A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A
CONTRACT WITH THE SACRAMENTO COUNTY SHERIFF’S OFFICE FOR A TERM STARTING DECEMBER 1, 2023, AND ENDING JUNE 30, 2026, FOR THE SUPERVISION OF THE SHERIFF’S WORK PROJECT PROGRAM, INMATE CREW,
FOR FLOOD CONTROL AND LANDSCAPING MAINTENANCE IN AN AMOUNT NOT TO EXCEED $254,945
WHEREAS, on January 1, 2014, the City entered into a contract with the Sacramento County Sheriff's Office for the supervision of the Sheriff's Work Project Program, Inmate Crew, for flood control and landscaping maintenance; and
WHEREAS, the City is satisfied with the services provided by the Sacramento Sheriff's Office Work Project Program over the past eight years and wishes to continue to have the Work Project Program provide flood control and landscaping maintenance; and WHEREAS, the City and the Sacramento Sheriff's Office have negotiated a new three- and-a-half-year contract for the Work Project Program to continue to provide these services to the City, and the cost agreement shall not exceed $254,945 over the term of the contract.
NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA does authorize the City Manager or his designee to execute Contract No. 2023-258 with the Sacramento County Sheriff's Office for a term starting December 1, 2023, and ending June 30, 2026, for the supervision of the Sheriff's Work Project Program, Inmate Crew, for flood control and landscaping maintenance for an amount not to exceed $254,945.
PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 18th day of December 2023 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
____________________________
David Sander, Mayor
ATTEST:
Stacy Leitner, CMC
City Clerk
ITEM 9.9.
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MEMORANDUM
City Council Staff Report - Page 1 of 2
ITEM 9.10.
DATE: December 18, 2023
TO: Honorable Mayor and Council Members
FROM: Ka Vang, Management Technician
Stefan Heisler, Housing Manager
SUBJECT: A RESOLUTION DECLARING CITY-OWNED PROPERTY AT 2875 KILGORE ROAD, APN 072-0490-024, AS SURPLUS LAND AND
AUTHORIZING THE CITY MANAGER TO PROCEED WITH THE
SURPLUS LAND ACT PROCESS FOR SITE DISPOSITION
RECOMMENDATION
Adopt the Resolution.
RESULT OF RECOMMENDED ACTION
Adoption of the Resolution would declare the City-owned property at APN 072-0490-024 to be surplus and authorize the City Manager to prepare and send all notices required by State law related to the declaration of the above-identified surplus property and follow the State Surplus Land Act process for disposition of the site.
BACKGROUND
The Surplus Lands Act (SLA) of California (Government Code Section 54221) requires that a city must declare property to be “surplus land” before a city can take any action (sale or lease) to dispose of the property. Surplus land is land deemed not necessary for a local agency‘s use, including that according to a local agency‘s plan, and including but not limited to, utility sites or land used for conservation purposes.
In the fall of 2019, Assembly Bill No. 1486 amended the SLA to address the current housing crisis by promoting the construction of affordable housing on surplus land. The amendment also connects affordable housing developers to local surplus land through a notification process, and strengthens enforcement of the SLA by requiring reporting of surplus land inventory to the California Department of Housing and Community Development (HCD). The amended law became effective on January 1, 2020.
DISCUSSION
The City-owned property at 2875 Kilgore Road, APN 072-0490-024, is a vacant, approximately
12.58-acre site, zoned Office Professional Mixed-Use (OPMU). The OPMU zone allows residential uses, only in conjunction with the office uses (the predominant zoning use), with a minimum of 10 dwelling units per acre and maximum of 40 dwelling units per acre. This site is
City Council Staff Report - Page 2 of 2
not identified for housing in the City’s 2021-2029 Housing Element Regional Housing Needs Assessment (RHNA) site inventory.
The SLA notification process requires a city to send a written Notice of Availability of surplus land to HCD, other public agencies whose jurisdiction the surplus land is located within, and prospective affordable housing developers that have notified HCD of their interest in surplus land that is in the county in which the surplus land is located, or all counties.
Noticed agencies and registered housing developers have 60 days from the date of notice to express interest in the property. If any registered housing developers notify the city of their interest to purchase the property, a city must select at least one interested party and negotiate in good faith with that party for a minimum of 90 days.
A city is not required to sell the land to the interested party. If terms are not agreed upon between the interested party and the city within the 90-day period of good-faith negotiations, the city may negotiate with any other developers or interested parties for the disposition of surplus land outside of the SLA. If a property is disposed of outside the SLA and more than 10 residential units are developed on the property, not less than 15% of the residential units developed on the property must be sold or rented as affordable housing at 70% area median income for owner-occupied units or 60% area median income for rental units.
The proposed declaration of surplus land does not authorize the sale or lease of the affected properties. Once the above process is complete, individual property transactions are required to come before the City Council for approval.
If an agency fails to provide the proper notices, there is a significant penalty that requires a local agency to forfeit 30% of the purchase/lease proceeds or appraised value, whichever is higher, for the first violation and 50% for any subsequent violations. Funds forfeited may be deposited into the city’s Housing Trust Fund.
ENVIRONMENTAL ANALYSIS
The proposed action will not cause a direct physical change in the environment, and therefore, does not constitute the approval of a project under the California Environmental Quality Act (CEQA) and is therefore exempt from CEQA.
FISCAL IMPACT AND FUNDING SOURCE
There is no fiscal impact.
ATTACHMENT(S)
1. Resolution
2. Site Diagram
ITEM 9.10. ATTACHMENT 1 Resolution No. XX-2023 Page 1 of 2
CITY OF RANCHO CORDOVA
RESOLUTION NO. XX-2023
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA,
STATE OF CALIFORNIA, DECLARING THE CITY-OWNED PROPERTY AT APN 072-0490-024 ON KILGORE ROAD AS SURPLUS LAND AND AUTHORIZING THE
CITY MANAGER TO PROCEED WITH THE SURPLUS LAND ACT PROCESS
FOR SITE DISPOSITION
WHEREAS, the Surplus Land Act (SLA) requires that before a local agency takes any action to sell or lease its property, it must declare the property to be “surplus land”; and
WHEREAS, “surplus land” means land owned in fee simple by any local agency for which the local agency’s governing body takes formal action in a regular meeting declaring that such land is surplus and is not necessary for the agency’s use; and
WHEREAS, the agency must give written notice of its availability to any local public entity, including schools and park districts, within whose jurisdiction the property is located, as well as to housing sponsors that have notified the California Department of Housing and Community Development (HCD) of their interest in surplus property; and
WHEREAS, the City of Rancho Cordova (City) owns the 12.58-acre property located at 2875 Kilgore Road, APN 072-0490-024 (Property); and
WHEREAS, the City Council finds that the City-owned Property is surplus land because it is not necessary for the local agency’s use, as described in Government Code Section 54221(c)(1); and
WHEREAS, the SLA requires that before the City Council disposes of the Property or engages in negotiations to dispose of the Property, the City shall send a written Notice of Availability of the property to certain designated entities.
NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA:
1. Finds the above recitals are true and correct and are a substantive part of this Resolution.
2. Declares that the Property is surplus land and not necessary for the City’s use, as described in Government Code Section 54221(c)(1).
3. Authorizes the City Manager to proceed with the SLA process for the Property.
4. Authorizes the City Clerk to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.
PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 18th day of December 2023 by the following vote:
ITEM 9.10. ATTACHMENT 1 Resolution No. XX-2023 Page 2 of 2 AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
David Sander, Mayor
Stacy Leitner, CMC
City Clerk
2729 Prospect Park Drive | Rancho Cordova, CA 95670 | 916.851.8700 | CityofRanchoCordova.org Surplus Property
Property Address 2875 Kilgore Road, Rancho
Cordova, CA 95670
Assessor Parcel No. 072-0490-024
Lot Size 12.58 Acres
Lot Dimensions See site map below
Zoning Convention Overlay
General Plan Designation OPMU
Minimum Density Allowed 10 dwelling units/acre
Maximum Density Allowed 40 dwelling units/acre
Current Use Vacant
Additional Information 1. Residential is only allowed in conjunction with the
predominant use of the mixed-
use district.
2. There is a significant Regional
Sanitation District sewer
easement that runs through the
site, shown in red below.
2875 Kilgore Road
Rancho Cordova,
CA 95670
Site Diagram
ITEM 9.10.
ATTACHMENT 2
MEMORANDUM
City Council Staff Report - Page 1 of 2
ITEM 9.11.
DATE: December 18, 2023
TO: Honorable Mayor and Council Members
FROM: Micah Runner, City Manager
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO
CORDOVA APPROVING THE FIFTH AMENDMENT TO THE FIRST
RESTATED AGREEMENT FOR LEGAL SERVICES BETWEEN THE
CITY AND MEYERS NAVE
RECOMMENDATION
Adopt the Resolution.
RESULT OF RECOMMENDED ACTION
Adoption of the Resolution would approve the Fifth Amendment to the First Restated Agreement for Legal Services (“Amended Agreement”) with Meyers Nave. The Amended Agreement increases compensation for litigation services.
BACKGROUND
Meyers Nave has served as the City Attorney for Rancho Cordova since the City’s incorporation in 2003. Meyers Nave capably serves in both advisory and as the lead litigation attorneys for the City. The City currently faces a number of lawsuits and potential lawsuits. This Fifth Amendment would increase the City Attorney’s current rates for litigation services to a rate of $575 per hour for Senior Principals, $525 for Principals and Of-Counsel Attorneys; $440 for Senior Associates; and, $400 for Junior Associates. Paralegal services would be at a rate of $250 - 300 per hour. Law Clerks would be at a rate of $235 per hour. Litigation rates would be subject to an annual increase on January 1 of each year beginning January 1, 2025, based on the U.S. Bureau of Labor Statistics Consumer Price Index, San Francisco-Oakland-Hayward Area, All Items Index, rounded to the nearest $5.
The compensation adjustments apply only to the hourly rate for litigation services. These rates include Meyers Nave's top litigators and associates to address highly complex litigation facing the City lawsuits. The total amount that the City pays for Meyers Nave’s legal services is based upon budgets annually adopted by the City Council in collaboration with the City Manager.
Meyers Nave’s services to the City have consistently been within the established budgets.
Meyers Nave’s total costs to the City over the years have remained stable, even as the City’s population, General Fund revenues, and the services Meyers Nave helps provide have all significantly increased.
FISCAL IMPACT AND FUNDING SOURCE
City Council Staff Report - Page 2 of 2
Future litigation costs to the City are not currently known. It is anticipated that a future budget amendment will be necessary as litigation expenses were not anticipated in the Fiscal Year 2023-24 adopted budget.
ATTACHMENT(S)
1. Resolution
2. Exhibit A to the Resolution
ITEM 9.11. ATTACHMENT 1 Resolution No. XX-2023 Page 1 of 1
CITY OF RANCHO CORDOVA
RESOLUTION NO. XX-2023
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA, STATE
OF CALIFORNIA, APPROVING THE FIFTH AMENDMENT TO THE FIRST RESTATED
AGREEMENT FOR LEGAL SERVICES WITH MEYERS NAVE
WHEREAS, Meyers Nave (“Meyers Nave”) was hired by the City to provide legal services as described in the Agreement for Legal Services dated February 24, 2003 (“Agreement”); and
WHEREAS, the City and Meyers Nave amended the Agreement on July 1, 2006, November 6, 2006, February 16, 2010, September 4, 2012 (by way of the First Restated Agreement), August 17, 2015, August 5, 2019, June 7, 2021, and August 1, 2022; and WHEREAS, the City and Meyers Nave desire to update the Agreement, as set forth in this Fifth Amendment to the First Restated Agreement for Legal Services, to adjust compensation for litigation services.
NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA does approve the Fifth Amendment to the First Restated Agreement for Legal Services and resolves that the Mayor is authorized to execute the Fifth Amendment to the First Restated Agreement for Legal Services between the City of Rancho Cordova and Meyers Nave, attached hereto as Exhibit A. The Fifth Amendment to the First Restated Agreement for Legal Services shall be effective December 19, 2023.
PASSED AND ADOPTED by the City Council of the City of Rancho Cordova this 18th day of December 2023 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
____________________________
David Sander, Mayor
ATTEST:
Stacy Leitner, CMC
City Clerk
ITEM 9.11. ATTACHMENT 2 Exhibit A to the Resolution
Fifth Amendment to First Restated December 19, 2023
Agreement for Legal Services
FIFTH AMENDMENT TO FIRST RESTATED AGREEMENT FOR LEGAL SERVICES This Fifth Amendment to the First Restated Agreement for Legal Services (“Fourth Amendment”) is made and entered into as of December 19, 2023 by and between the City of Rancho Cordova, a municipal corporation, in the State of California, acting by and through its City Council, (hereinafter “City”) and Meyers, Nave, a professional corporation (hereinafter “Meyers Nave”).
RECITALS
WHEREAS, Meyers Nave was hired by the City to provide legal services as described in the initial Agreement for Legal Services dated February 24, 2003 (“Initial Agreement”).
WHEREAS, the City and Meyers Nave amended the Agreement for Legal Services on July 1, 2006, November 6, 2006, February 16, 2010, September 4, 2012 (by way of the First Restated Agreement for Legal Services, or “Agreement”), August 17, 2015, August 5, 2019, June 7, 2021, and August 1, 2022; and
WHEREAS, City and Meyers Nave now desire to amend the Agreement as set forth in this Fifth Amendment; and
WHEREAS, the City Council on December 18, 2023 authorized the Mayor to execute this Fifth Amendment on behalf of the City.
NOW, THEREFORE, IT IS MUTUALLY AGREED as follows:
1. Section 4(c) of the Agreement, “Compensation,” for litigation services is hereby amended to read as follows:
c. For litigation services, a rate of $575 per hour for Senior Principals, $525 for Principals and Of-Counsel Attorneys; $440 for Senior Associates; and, $400 for Junior Associates. Paralegal services at a rate of $250 - 300 per hour. Law Clerks at a rate of $235 per hour. Litigation rates shall be subject to annual increase on January 1 of each year beginning January 1, 2025 based on the U.S. Bureau of Labor Statistics Consumer Price Index, San Francisco-Oakland-Hayward, All Items Index, rounded to the nearest $5.
2. All other terms of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Fifth Amendment to the First Restated Agreement for Legal Services the day and year set below.
DATED: ________________ ________________________________ David Sander, Mayor
City of Rancho Cordova
DATED: ________________ ________________________________ Adam U. Lindgren, Principal
Meyers Nave
ITEM 9.11. ATTACHMENT 2 Exhibit A to the Resolution
Fifth Amendment to First Restated December 19, 2023
Agreement for Legal Services
5558531.2
MEMORANDUM
City Council Staff Report - Page 1 of 3
ITEM 12.1.
DATE: December 18, 2023
TO: Honorable Mayor and Council Members
FROM: Michelle Mingay, Senior Finance Analyst
SUBJECT: A RESOLUTION AUTHORIZING THE ISSUANCE OF SPECIAL TAX
BONDS FOR AND ON BEHALF OF THE CITY OF RANCHO
CORDOVA GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO. 2023-1, IMPROVEMENT AREA NO. 1 APPROVING AND DIRECTING
THE EXECUTION OF A FISCAL AGENT AGREEMENT, APPROVING
THE FORM OF PRELIMINARY OFFICIAL STATEMENT, APPROVING
SALE OF SUCH BONDS, AND APPROVING OTHER RELATED
DOCUMENTS AND ACTIONS
RECOMMENDATION
Adopt the Resolution.
RESULT OF RECOMMENDED ACTION
Adoption of the Resolution would authorize the sale of Special Tax Bonds (the “Bonds”) for and on behalf of the Arista Del Sol Community Facilities District No. 2022-1 Improvement Area No. 1 for the purpose of providing money for the acquisition and construction of improvements and the payment of certain development impact fees related to the project within the Community Facilities District.
BACKGROUND
The Grantline 220 Community Facilities District No. 2023-1 Improvement Area No. 1 (“CFD 2023-1”) or (the “District”) was formed in 2023 to assist in the financing of the acquisition and construction of certain public facilities and payment of certain fees within a portion of the Grantline 220 project. Through various City Council actions, the City Council has declared the necessity to incur bonded indebtedness in a maximum principal amount not to exceed $53,200,000 for the CFD.
Based on the current status of the property within the District, the appraisal estimates the value of the property within the District at approximately $41.7 million. This has created an opportunity for the District to issue special tax bonds. Based on the expected par amount of $8.9 million, the property value compared to bonded debt lien would exceed the required 4:1 value to lien requirement, which is consistent with prior special tax bonds issued within the City and exceeds the 3:1 statutory minimum.
The proposed financing-related resolution approves: (i) the sale of the Bonds in an amount not
City Council Staff Report - Page 2 of 3
to exceed $11 million; (ii) a Fiscal Agent Agreement; (iii) the Preliminary Official Statement; (iv) Bond Purchase Agreement, and authorizes related documents on behalf of the District.
Descriptions of these documents are as follows:
• Fiscal Agent Agreement: This agreement allows U.S. Bank to act on behalf of the City to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the Bonds, and the administration and payment of the Bonds.
• Bond Purchase Agreement: This agreement is a legally binding document between the issuer (City on behalf of the District) and an underwriter (Piper Sandler & Co.) establishing the terms of the Bond sale. After the issuer delivers the Bonds to the underwriter, and the underwriter pays the issuer for them, the underwriter will put the Bonds on the market at the price and yield established during the Bond pricing call, currently scheduled for the week of January 8, 2024, and investors will purchase the Bonds from the underwriter.
• Funding, Construction and Acquisition Agreement: This agreement is between the City and Developer (Lennar Homes of California, LLC) to provide for the acquisition of certain public facilities serving development of the project within CFD 2023-1 to be financed in whole or in part by the District, including payment of certain fees to fund such public facilities, using proceeds from issuance and sale of bonds for the District to finance the design and acquisition of such public facilities and expenses incidental thereto and to provide the terms of any reimbursement to Developer. • Preliminary Official Statement: This document serves as the prospectus for the Bonds. It is the disclosure document relied on by Bond investors that details the underlying security for the Bonds and all associated investment risks. The Official Statement is the offering document used by the underwriter to market the Bonds and indicates how investors in the Bonds will be repaid.
Assuming the City Council approves this financing, staff would work with the Bond finance team to determining the final Bond sizing, and the preliminary Official Statement will be finalized and posted electronically for investors to review. Assuming the market remains stable, the City; NHA Advisors, LLC, the City’s Municipal Advisor; and Piper Sandler & Co., the bond underwriter, will hold a pre-pricing call the week of January 8, 2024, to review bond market conditions and the preliminary interest rates, after which, the Bonds will be sold. An authorized officer will then execute, on behalf of the City, a Bond Purchase Agreement with Piper Sandler & Co., finalizing the bond interest rates and setting the delivery date, which is anticipated to occur the week of January 25, 2024.
FISCAL IMPACT AND FUNDING SOURCE
There is no fiscal impact. The Special Tax Bonds are secured solely by the Special Taxes levied within the District and are not a debt of the City’s General Fund. Costs of issuance are payable solely from Bond proceeds.
In accordance with Government Code Section 5852.1, the following information consists of estimates of certain costs and charges for the Bonds that have been provided by NHA Advisors, LLC, the City’s municipal advisor, which has been represented by such party to have been provided in good faith: (1) estimated true interest cost of the Bonds: 5.35%; (2) estimated finance charge of the Bonds (sum of all fees and charges paid to third parties): $515,700; (3) estimated amount of proceeds of the Bonds received by the City (net of finance charges, reserves and capitalized interest, if any): $7,330,384; and (4) estimated total payment amount
City Council Staff Report - Page 3 of 3
(sum total of all payments to pay debt service on the Bonds plus the finance charge not paid with proceeds of the Bonds) calculated to the final maturity of the Bonds: $18,513,953.
ATTACHMENT(S)
1. Resolution
2. Fiscal Agent Agreement
3. Funding, Construction and Acquisition Agreement
4. Preliminary Official Statement
5. Bond Purchase Agreement
ITEM 12.1. ATTACHMENT 1 Resolution No. XX-2023 Page 1 of 5
CITY OF RANCHO CORDOVA
RESOLUTION NO. XX-2023
A RESOLUTION AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR AND ON BEHALF OF IMPROVEMENT AREA NO. 1 OF THE CITY OF RANCHO CORDOVA GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO. 2023-1, APPROVING AND DIRECTING THE EXECUTION OF A FISCAL
AGENT AGREEMENT AND AN ACQUISITION AGREEMENT, APPROVING
THE FORM OF PRELIMINARY OFFICIAL STATEMENT, APPROVING SALE
OF SUCH BONDS, AND APPROVING OTHER RELATED
DOCUMENTS AND ACTIONS
WHEREAS, the City Council has conducted proceedings under and pursuant to the Mello- Roos Community Facilities Act of 1982, as amended (the “Act”), to (i) establish the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 (the “CFD”), (ii) designate within the CFD, “Improvement Area No. 1 of the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1” (“Improvement Area No. 1”), and (iii) establish a “City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 (Future Annexation Area)” for the CFD (the “Future Annexation Area”); and
WHEREAS, under the Act, the City Council is authorized to issue bonded indebtedness secured by special taxes levied within the CFD and improvement areas therein for the purpose of providing moneys for the construction and acquisition of improvements, and the payment of certain fees, authorized for the CFD; and
WHEREAS, on July 3, 2023, the City Council, as legislative body of the CFD and Improvement Area No. 1, established the bonded indebtedness limit for the CFD in the principal amount of not to exceed $53,200,000 (excluding bonds described in Section 53364.2(e) of the Act) (the “Authorization”), initially allocated as follows: (i) for Improvement Area No. 1, $18,800,000 and (ii) for land within the Future Annexation Area, $34,400,000; and WHEREAS, the City desires to issue the first series of special tax bonds for Improvement Area No. 1 of the CFD pursuant to the Authorization; and WHEREAS, there has been submitted to the City Council a Fiscal Agent Agreement, between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent Agreement”), providing for the issuance of a first series of special tax bonds of the City for Improvement Area No. 1, designated as the “City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 Improvement Area No. 1 Special Tax Bonds Series 2024” (the “Bonds”), and the City Council, with the aid of City staff, has reviewed the Fiscal Agent Agreement and found it to be in proper order for the purpose intended, and now desires to approve the Fiscal Agent Agreement and the issuance of the Bonds; and
WHEREAS, the City proposes to sell the Bonds to Piper Sandler & Co., as underwriter (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement (the “Bond Purchase Agreement”) by and between the City and the Underwriter, and the Underwriter proposes to offer the Bonds to the investing public by means of a Preliminary Official Statement (the “Preliminary Official Statement”); and
ITEM 12.1. ATTACHMENT 1 Resolution No. XX-2023 Page 2 of 5
WHEREAS, there has been placed on file with the City Clerk a form of Funding, Construction and Acquisition Agreement (the “Acquisition Agreement”) providing for certain CFD authorized facilities to be acquired by the City from Lennar Homes of California, Inc., a California corporation, as the developer of the land within the District, or an affiliate or assignee, and the City Council, with the assistance of staff, has reviewed the Acquisition Agreement and found it to be in proper order, and now desires to approve such agreement; and WHEREAS, there has been placed on file with the City Clerk a form of a Joint Community Facilities Agreement by and between the City, for and on behalf of the CFD, and (i) the Cordova Recreation and Park District (CRPD) and (ii) the Sacramento County Water Agency (SCWA) and the Sacramento Area Sewer District (the “Joint Community Facilities Agreements”) providing for certain CFD authorized facilities to be acquired by CRPD and SCWA pursuant to Section 53316.2 of the Act, and the City Council, with the assistance of staff, has reviewed the Joint Community Facilities Agreements and found them to be in proper order, and now desires to approve such agreements; and
WHEREAS, the information required to be obtained and disclosed with respect to the Bonds in accordance with Government Code Section 5852.1 is set forth in the staff report accompanying this Resolution; and
WHEREAS, all conditions, things and acts required to exist and to have been performed precedent to and with respect to the issuance of the Bonds and the levy of the special taxes securing the Bonds, as contemplated by this resolution and the Fiscal Agent Agreement, have happened and exist as required by the laws of the State of California, including the Act, and the actions to be performed in due time for the issuance of the Bonds conform in form and manner to the applicable laws of the State of California, including the Act.
NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA:
SECTION 1. Findings. This Council finds and determines that (i) it is prudent in the management and development of land in the City and the CFD to issue the Bonds to provide money for the construction and acquisition of improvements, and the payment of certain fees, authorized for the CFD, and (ii) the Bonds and the CFD are substantially in compliance with the City’s Statement of Policies and Procedures for Special Assessment and Community Facilities District Debt Financing Programs, with any deviations hereby approved.
SECTION 2. Law Applicable. For the purposes of these proceedings in and for the CFD, the Act shall be the authority for the issuance of the Bonds.
SECTION 3. Bonds Authorized. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, the Bonds, in an aggregate principal amount not to exceed $11,000,000, are hereby authorized to be issued. The Bonds shall be executed in the form set forth in, and otherwise as provided in, the Fiscal Agent Agreement. The Bonds shall be dated and executed in the forms, be in the principal amounts, denominations, mature, be payable at the place and in the priorities and bear interest at the rates as set forth in and otherwise as provided in the Fiscal Agent Agreement.
The Bonds shall not be issued unless the value of the real property within Improvement Area No. 1 subject to the special tax to pay debt service on the Bonds, based on assessed values and/or an appraisal by an independent appraiser hired by the City for the purpose of determining
ITEM 12.1. ATTACHMENT 1 Resolution No. XX-2023 Page 3 of 5
such value, is at least four times the proposed principal amount of the Bonds proposed to be issued and secured by a special tax levied pursuant to the Act on property within Improvement Area No. 1.
SECTION 4. Fiscal Agent Agreement. The Fiscal Agent Agreement in substantially the form on file with the City Clerk is hereby approved. The City Manager, Deputy City Manager, Administrative Services Director or such other person or persons as any of them may designate (each an “Authorized Officer”) are hereby separately authorized and directed to execute and deliver the Fiscal Agent Agreement, with such additions thereto or changes therein as are approved by the Authorized Officer upon consultation with the City’s bond counsel, and including but not limited to such additions or changes as are necessary or advisable to permit the timely issuance, sale and delivery of the Bonds; provided, however, that no additions or changes shall authorize the issuance of an aggregate principal amount of Bonds which would cause bonds issued for Improvement Area No. 1 to be in excess of the Authorization.
The date, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the Fiscal Agent Agreement, as finally approved and executed by an Authorized Officer. The terms and provisions of the Fiscal Agent Agreement, as finally executed, are incorporated herein by reference as if fully set forth herein. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery of the Fiscal Agent Agreement by an Authorized Officer.
SECTION 5. Bond Preparation and Delivery; Sale of the Bonds. The Bonds, when executed, shall be delivered to the fiscal agent for authentication. The fiscal agent is hereby requested and directed to authenticate the Bonds by executing the fiscal agent’s certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the City by the Mayor and/or an Authorized Officer, which instructions are hereby authorized, for and in the name and on behalf of the City, to be delivered.
SECTION 6. Covenant to Foreclose. The City hereby covenants, for the benefit of the owners of the Bonds, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of debt service on the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement.
SECTION 7. Approval of Preliminary Official Statement. The City Council hereby approves the Preliminary Official Statement in substantially the form presented to the City Council at this meeting. The Authorized Officers are each hereby authorized and directed to execute a final Official Statement (the “Official Statement”), for and in the name and on behalf of the City, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such document upon consultation with the City’s bond counsel.
The City Council hereby authorizes and directs the Underwriter to distribute copies of the Preliminary Official Statement to persons who may be interested in the purchase of the Bonds and to deliver copies of the Official Statement to all actual purchasers of the Bonds. The City Council hereby authorizes the delivery of the Preliminary Official Statement and the Official Statement.
ITEM 12.1. ATTACHMENT 1 Resolution No. XX-2023 Page 4 of 5
The City Council hereby authorizes and directs an Authorized Officer, on behalf of the City, to deem “final,” pursuant to Rule 15c2-12 of the Securities Exchange Act of 1934, the Preliminary Official Statement prior to its distribution to prospective purchasers of the Bonds.
SECTION 8. Approval of Purchase Agreement. The City Council hereby approves the Bond Purchase Agreement; provided, however, that the aggregate principal amount of Bonds shall not exceed $11,000,000 or result in an Underwriter’s discount in excess of 1.5%, or a true interest cost in excess of 7.00%. Subject to the foregoing parameters, an Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement in substantially the form on file with the City Clerk, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same. The City Council hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the Bond Purchase Agreement will result in a lower overall cost.
SECTION 9. Approval of Acquisition Agreement. The City Council hereby approves the Acquisition Agreement. An Authorized Officer is hereby authorized and directed to execute the Acquisition Agreement in substantially the form on file with the City Clerk, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same.
SECTION 10. Approval of Joint Facilities Agreements. The City Council hereby approves the Joint Community Facilities Agreements and any other joint community facilities agreements which an Authorized Officer deems necessary or appropriate to finance the facilities and/or fees authorized to be funded by the CFD. An Authorized Officer is hereby authorized and directed to execute such Joint Community Facilities Agreements in substantially the form on file with the City Clerk, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same.
SECTION 11. Actions Authorized. All actions heretofore taken by the officers, employees and agents of the City with respect to the establishment of the CFD and the designation of Improvement Area No. 1 therein, and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Authorized Officers are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved.
All actions to be taken by an Authorized Officer as specified herein, may be taken by the Authorized Officer or any designee, with the same force and effect as if taken by such Authorized Officer.
SECTION 12. Effectiveness. This Resolution shall take effect immediately upon its adoption.
ITEM 12.1. ATTACHMENT 1 Resolution No. XX-2023 Page 5 of 5
PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 18 th day of December 2023 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
__________________________________
David Sander, Mayor
ATTEST:
Stacy Leitner, CMC
City Clerk
Jones Hall Draft 12.5.23
FI
SCAL AGENT AGREEMENT
by and between
CITY OF RANCHO CORDOVA
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Fiscal Agent
Dated as of _________ 1, 2024
Relating to:
$_____________
City of Rancho Cordova
Grantline 220 Community Facilities District No. 2023-1
Improvement Area No. 1
Special Tax Bonds
Series 2024
ITEM 12.1.
ATTACHMENT 2
i
TABLE OF CONTENTS
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement .............................................................................. 2 Section 1.02. Agreement for Benefit of Bondowners ............................................................... 2 Section 1.03. Definitions .......................................................................................................... 2 ARTI
CLE II
THE BONDS
Section 2.01. Principal Amount; Designation ......................................................................... 10 Section 2.02. Terms of 2024 Bonds ....................................................................................... 10 Section 2.03. Redemption ...................................................................................................... 11 Section 2.04. Form of Bonds ................................................................................................. 14 Section 2.05. Execution of Bonds .......................................................................................... 14 Section 2.06. Transfer of Bonds ............................................................................................ 14 Section 2.07. Exchange of Bonds .......................................................................................... 14 Section 2.08. Bond Register .................................................................................................. 15 Section 2.09. Temporary Bonds ............................................................................................ 15 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen ..................................................... 15 Section 2.11. Limited Obligation ............................................................................................ 15 Section 2.12. Book-Entry Only System .................................................................................. 16 Section 2.13. No Acceleration ................................................................................................ 17 ARTI
CLE III
ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds ...................................................................... 18 Section 3.02. Application of Proceeds of Sale of Bonds and Collection of Special Tax ........ 18 Section 3.03. Special Tax Fund ............................................................................................. 18 Section 3.04. Improvement Fund ........................................................................................... 19 Section 3.05. Costs of Issuance Fund ................................................................................... 20 ARTI
CLE IV
SPECIAL TAX REVENUES; BOND FUND AND RESERVE FUND
Section 4.01. Pledge of Special Tax Revenues and Other Amounts. .................................... 21 Section 4.02. Bond Fund ....................................................................................................... 21 Section 4.03. Reserve Fund .................................................................................................. 22 ARTI
CLE V
OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment ............................................................................................ 25 Section 5.02. Limited Obligation ............................................................................................ 25 Section 5.03. Extension of Time for Payment ........................................................................ 25 Section 5.04. Against Encumbrances .................................................................................... 25 Section 5.05. Books and Accounts ........................................................................................ 25 Section 5.06. Protection of Security and Rights of Owners ................................................... 25 Section 5.07. Compliance with Law; Completion of Project ................................................... 26 Section 5.08. Private Activity Bond Limitation ........................................................................ 26 Section 5.09. Federal Guarantee Prohibition ......................................................................... 26 Section 5.10. Collection of Special Tax Revenues ................................................................ 26 Section 5.11. Further Assurances .......................................................................................... 26 Section 5.12. No Arbitrage ..................................................................................................... 27 ITEM 12.1.
ATTACHMENT 2
ii
Section 5.13. Maintenance of Tax-Exemption ....................................................................... 27 Section 5.14. Annual State Reports ....................................................................................... 27 Section 5.15. Covenant to Foreclose ..................................................................................... 27 Section 5.16. Continuing Disclosure to Owners ..................................................................... 28 Section 5.17. No Additional Bonds ........................................................................................ 28 Section 5.18. Yield of the Bonds ............................................................................................ 28
ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;
LIABILITY OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds ................................................... 29 Section 6.02. Rebate of Excess Investment Earnings to the United States .......................... 30 Section 6.03. Limited Obligation ............................................................................................ 30
ARTICLE VII
THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent ............................................................................ 31 Section 7.02. Liability of Fiscal Agent .................................................................................... 31 Section 7.03. Information ....................................................................................................... 32 Section 7.04. Notice to Fiscal Agent ...................................................................................... 32 Section 7.05. Compensation, Indemnification ........................................................................ 33
ARTICLE VIII
MODIFICATION OR AMENDMENT
OF THIS AGREEMENT
Section 8.01. Amendments Permitted ................................................................................... 34 Section 8.02. Owners’ Meetings ............................................................................................ 34 Section 8.03. Procedure for Amendment with Written Consent of Owners ........................... 35 Section 8.04. Disqualified Bonds ........................................................................................... 35 Section 8.05. Effect of Supplemental Agreement .................................................................. 35 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments ................ 36 Section 8.07. Amendatory Endorsement of Bonds ................................................................ 36 Section 8.08. Opinion of Counsel Regarding Supplemental Agreement ............................... 36
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties ......................................................... 37 Section 9.02. Successor is Deemed Included in All References to Predecessor .................. 37 Section 9.03. Discharge of Agreement .................................................................................. 37 Section 9.04. Execution of Documents and Proof of Ownership by Owners ......................... 38 Section 9.05. Waiver of Personal Liability .............................................................................. 38 Section 9.06. Notices to and Demands on City and Fiscal Agent .......................................... 38 Section 9.07. Partial Invalidity ................................................................................................ 39 Section 9.08. Unclaimed Moneys .......................................................................................... 39 Section 9.09. Applicable Law ................................................................................................. 39 Section 9.10. Conflict with Act ............................................................................................... 39 Section 9.11. Conclusive Evidence of Regularity .................................................................. 39 Section 9.12. Payment on Business Day ............................................................................... 39 Section 9.13. Counterparts .................................................................................................... 39
EXHIBIT A FORM OF BOND
ITEM 12.1.
ATTACHMENT 2
FISCAL AGENT AGREEMENT
THIS FISCAL AGENT AGREEMENT (the “Agreement”) is made and entered into and dated as of _________ 1, 2024, by and between the City of Rancho Cordova, California, a municipal corporation and public body, corporate and politic, organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”) for and on behalf of the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 (the “District”), and U.S. Bank Trust Company, National Association , a national banking association duly organized and existing under the laws of the United States of America with a corporate trust office located in Seattle, Washington, as fiscal agent (the “Fiscal Agent”).
W I T N E S S E T H :
WHEREAS, the City Council has conducted proceedings under and pursuant to the Mello- Roos Community Facilities Act of 1982, as amended (the “Act”), to (i) establish the District (ii) designate within the District, “Improvement Area No. 1 of the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1” (“Improvement Area No. 1”), and (iii) establish a “City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 (Future Annexation Area)” for the District (the “Future Annexation Area”); and
WHEREAS, the City Council, as the legislative body of the District and Improvement Area No. 1, is authorized under the Act to levy special taxes to pay for the costs of facilities authorized for the District and to issue bonds secured by said special taxes under the Act;
WHEREAS, under the provisions of the Act, on December 18, 2023, the City Council of the City adopted its Resolution No. ________ (the “Resolution”), which resolution authorized the issuance of the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 Improvement Area No. 1 Special Tax Bonds Series 2024 to provide moneys for the construction and acquisition of improvements for the District and provided that said issuance would be in accordance with the Act and this Agreement, and authorized the execution hereof;
WHEREAS, it is in the public interest and for the benefit of the City, the District, the persons responsible for the payment of special taxes and the Owners of the Bonds that the City enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the Bonds authorized to be issued hereunder and the administration and payment of the Bonds; and
WHEREAS, the City has determined that all things necessary to cause the Bonds, when authenticated by the City for the District and issued as in the Act, the Resolution and this Agreement provided to be legal, valid and binding and special obligations of the City for the District in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized.
NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
ITEM 12.1.
ATTACHMENT 2
2 ARTICLE I
AUTHORITY AND DEFINITIONS STATUTORY AUTHORITY AND
DEFINITIONS
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Act and the Resolution.
Section 1.02. Agreement for Benefit of Bondowners . The provisions, covenants and agreements herein set forth to be performed by or on behalf of the City shall be for the equal benefit, protection and security of the Owners. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. The Fiscal Agent may become the Owner of any of the Bonds in its own or an y other capacity with the same rights it would have if it were not Fiscal Agent.
Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreemen t as a whole and not to any particular Article, Section or subdivision hereof.
“Acquisition Agreement” means the Funding, Construction and Acquisition Agreement, dated as of _________ 1, 2024, by and between the City and Lennar Homes of California, Inc., and any amendments thereto.
“Act” means the Mello -Roos Community Facilities Act of 1982, as amended, being Sections 53311 et seq. of the California Government Code.
“Additional Bonds” means any bonds other than the 2024 Bonds issued pursuant to Section 5.17 hereof.
“Administrative Expense Priority” means (i) for fiscal year 2024-24, $30,000, and (ii) for each subsequent year, an amount equal to the preceding fiscal year ’s Administrative Expense Priority plus an additional 2% of such amount.
“Administrative Expenses” means any or all of the following: the fees and expenses of the Fiscal Agent (including any fees or expenses of its counsel), the expenses of the City in carrying out its duties hereunder (including, but not limited to, the levying and collection of the Special Taxes, and the foreclosure of the liens of delinquent Special Taxes) including the fees and expenses of its counsel, an allocable share of the salaries of City staff directly related thereto and a proportionate amount of Cit y general administrative overhead related thereto, any amounts paid by the City from its general funds pursuant to Section 6.02, and all other costs and expenses of the City or the Fiscal Agent incurred in connection with the issuance and administration of the Bonds and/or the discharge of their respective duties hereunder (including, but not limited to, the calculation of the levy of the Special Taxes, foreclosures with respect to delinquent taxes, and the calculation of amounts subject to rebate to the United States) and, in the case of the City, in any way related to the administration of the District and Improvement ITEM 12.1.
ATTACHMENT 2
3 Area No. 1. Administrative Expenses shall include any such expenses incurred in prior years but not yet paid, and any advances of funds by the City under Section 6.02 hereof.
“Administrative Services Director” means the Administrative Services Director, including any acting or interim Administrative Services Director, of the City, or person serving in a similar capacity, or a designee of such person.
“Agreement” means this Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement.
“Annual Debt Service” means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the Outstanding Bonds, including any mandatory sinking fund payments, due in such Bond Year.
“Authorization” means a principal amount of Bonds for Improvement Area No. 1 not to exceed $18,800,000 (excluding bonds described in Section 53364.2(e) of the Act).
“Authorized Officer ” means the City Manager, Deputy City Manager, Administrative Services Director or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer.
“Bond Counsel ” means any attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities.
“Bond Fund” means the fund by that name established pursuant to Section 4.02(A) hereof.
“Bond Year” means each twelve -month period beginning on September 2 in any year and extending to the next succeeding September 1, both dates inclusive; except that the first Bond Year shall begin on the Closing Date and end on September 1, 2024.
“Bonds” means (i) the 2024 Bonds any (ii) Additional Bonds at any time Outstanding under this Agreement and any Supplemental Agreement.
“Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Principal Office of the Fiscal Agent is located are authorized or obligated by law or executive order to be closed.
“Capitalized Interest Account” means the fund by that name established pursuant to Section 4.02(A) hereof.
“CDIAC” means the California Debt and Investment Advisory Commission of the office of the State Treasurer of the State of California or any successor agency or bureau thereto.
“City” means the City of Rancho Cordova, California, and any successor thereto.
ITEM 12.1.
ATTACHMENT 2
4 “Closing Date” means the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser.
“Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Code.
“Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated as of ____________, 2024, by and among the City and Goodwin Consulting Group, Inc., in its capacity as Dissemination Agent, as originally executed and as it may be amended from time to time in accordance with the terms thereof.
“Costs of Issuance” means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees, expenses and charges of the Fiscal Agent including its first annual administration fee, expenses incurred by the City in connection with the issuance of the Bonds, financial advisor fees, Bond (underwriter’s) discount or underwriting fee, legal fees and charges, including bond counsel, charges for execution, transportation and safekeeping of the Bonds and other costs, charges and fees in connection with the foregoing.
“Costs of Issuance Fund ” means the fund by that name established pursuant to Section 3.05(A) hereof.
“DTC” means the Depository Trust Company, and its successors and assigns.
“Debt Service ” means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period.
“Debt Service Account” means the account of the Special Tax Fund by that name established by Section 3.03(A) hereof.
“Depository” means (a) initially, DTC, and (b) any other Securities Depository acting as Depository pursuant to Section 2.12.
“District” means the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1, established pursuant to the Resolution of Formation.
“Fair Market Value ” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm ’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (f or example, a guaranteed investment contract, a forward supply contract or other investment ITEM 12.1.
ATTACHMENT 2
5 agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security —State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State of California, but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States.
“Federal Securities” means any of the following which are non -callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent (the Fiscal Agent entitled to rely upon investment direction from the City as a certification that such investment constitutes a legal investment).
(i) Direct general obligations of the United States of America (including obligations issued or held in book-entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as “stripped” obligations and coupons; or
(ii) Any of the following obligations of the following agencies of the United States of America: (i) direct obligations of the Export -Import Bank, (ii) certificates of beneficial ownership issued by the Farmers Home Administration, (iii) participation certificates issued by the General Services Administration, (iv) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, (v) project notes issued by the United States Department of Housing and Urban Development, and (vi) public housing notes and bonds guaranteed by the United States of America.
“Fiscal Agent ” means the Fiscal Agent appointed by the City and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01.
“Fiscal Year” means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive.
“Improvement Area No. 1” means Improvement Area No. 1 of the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1, designated pursuant to the Resolution of Formation.
“Improvement Fund ” means the fund by that name established pursuant to Section 3.04(A) hereof.
“Interest Payment Dates” means March 1 and September 1 of each year, commencing March 1, 2024.
“Maximum Annual Debt Service” means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds.
“Net Maximum Annual Special Taxes” means the largest amount of Special Taxes allowed to be levied for any Bond Year, net of the Administrative Expense Priority.
ITEM 12.1.
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6 “Officer’s Certificate ” means a written certificate of the City signed by an Authorized Officer of the City.
“Ordinance” means any ordinance of the City levying the Special Taxes.
“Original Purchaser” means the first purchaser of the Bonds from the City.
“Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.04) all Bonds except (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deem ed to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City pursuant to the Agreement or any Supplemental Agreement.
“Owner” or “Bondowner” means any person who shall be the registered owner of any Outstanding Bond.
“Participating Underwriter” shall have the meaning ascribed thereto in the Continuing Disclosure Certificate.
“Permitted Investments” means any of the following, to the extent that they are lawful investments for City funds at the time of investment, and are acquired at Fair Market Value (the Fiscal Agent entitled to rely upon investment direction from the City as a certification that s uch investment constitutes a legal investment):
(i) Federal Securities;
(ii) any of following obligations of federal agencies not guaranteed by the United States of America: (a) debentures issued by the Federal Housing Administration; (b) participation certificates or senior debt obligations of the Federal Home Loan Mortgage Corporation or Farm Credit Banks (consisting of Federal Land Banks, Federal Intermediate Credit Banks or Banks for Cooperatives); (c) bonds or debentures of the Federal Home Loan Bank Board established under the Federal Home Loan Bank Act, bonds of any fed eral home loan bank established under said act and stocks, bonds, debentures, participations and other obligations of or issued by the Federal National Mortgage Association, the Student Loan Marketing Association, the Government National Mortgage Association and the Federal Home Loan Mortgage Corporation; and bonds, notes or other obligations issued or assumed by the International Bank for Reconstruction and Development;
(iii) interest-bearing demand or time deposits (including certificates of deposit) in federal or State of California chartered banks (including the Fiscal Agent), provided that (a) in the case of a savings and loan association, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of such savings and loan association shall be rated in one of the top two rating categories by a nationally recognized rating service, and (b) in the case of a bank, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of such bank (or the unsecured obligations of the parent bank holding company of which such bank is the lead bank) ITEM 12.1.
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7 shall be rated in one of the top two rating categories by a nationally recognized rating service;
(iv) repurchase agreements with a registered broker/dealer subject to the Securities Investors Protection Corporation Liquidation in the event of insolvency, or any commercial bank provided that: (a) the unsecured obligations of such bank shall be rated in one of the top two rating categories by a nationally recognized rating service, or such bank shall be the lead bank of a banking holding company whose unsecured obligations are rated in one of the top two rating categories by a nationally recognized rating service; (b) the most recent reported combined capital, surplus an undivided profits of such bank shall be not less than $100 million; (c) the repurchase obligation under any such repurchase obligation shall be required to be performed in not more than 30 days; (d) the entity holding such securities as described in clause (c) shall have a pledged first security interest therein for the benefit of the Fiscal Agent under the California Commercial Code or pursuant to the book -entry procedures described by 3 1 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. and are rated in one of the top two rating categories by a nationally recognized rating service;
(v) bankers acceptances endorsed and guaranteed by banks described in clause (iv) above;
(vi) obligations, the interest on which is exempt from federal income taxation under Section 103 of the Code and which are rated in the one of the top two rating categories by a nationally recognized rating service;
(vii) money market funds which invest solely in Federal Securities or in obligations described in the preceding clause (ii) of this definition, or money market funds which are rated in the highest rating category by Standard & Poor ’s Ratings Services or Moody’s Investor Service, including funds which are managed or maintained by the Fiscal Agent;
(viii) units of a taxable government money market portfolio comprised solely of obligations listed in (i) and (iv) above;
(ix) any investment which is a legal investment for proceeds of the Bonds at the time of the execution of such agreement, and which investment is made pursuant to an agreement between the City or the Fiscal Agent or any successor Fiscal Agent and a financial institution or governmental body whose long term debt obligations are rated in one of the top two rating categories by a nationally recognized rating service;
(x) commercial paper of “prime” quality of the highest ranking or of the highest letter and numerical rating as provided for by Moody’s Investors Service, or Standard and Poor’s Corporation, of issuing corporations that are organized and operating within the United States and having total assets in excess of $500,000,000 , and having a rating of at least “AA” (without regard to qualifier) for the issuer ’s debentures, other than commercial paper, as provided for by Moody’s Investors Service or Standard and Poor’s Corporation, and provided that purchases of eligible commercial paper may not exceed 180 days maturity nor represent more than 10 percent of the outstanding paper of an issuing corporation;
ITEM 12.1.
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8 (xi) any general obligation of a bank or insurance company whose long term debt obligations are rated in one of the two highest rating categories of a national rating service;
(xii) shares in a common law trust established pursuant to Title 1, Division 7, Charter 5 of the Government Code of the State which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the Government Code of the State, as it may be amended;
(xiii) shares in the California Asset Management Program;
(xiv) the Local Agency Investment Fund established pursuant to Section 16429.1 of the Government Code of the State of California, provided, however, that the Fiscal Agent will be permitted to make investments and withdrawals in its own name and the Fiscal Agent may restrict investments in the such fund if necessary to keep moneys available for the purposes of this Fiscal Agent Agreement; or
(xv) any other lawful investment for City funds.
“Prepayment Account” means the account of the Bond Fund by that name established by Section 4.02(A) hereof.
“Principal Office ” means the corporate trust office of the Fiscal Agent set forth in Section 9.06, or such other or additional offices as may be designated by the Fiscal Agent.
“Project” means the acquisitions and improvements described in the Resolution of Formation and pursuant to the Acquisition Agreement and any joint community facilities agreements.
“Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct -pay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Fiscal Agent pursuant to Section 4.03, provided that all of the following requirements are met: (i) the long-term credit rating of such bank or insurance company is rated in at least the “AA” category (without regard to qualifier) by S&P or Moody’s; (ii) such letter of credit or surety bond has a term of at least twel ve (12) months; (c) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be released pursuant to Section 4.03; and (d) the Fiscal Agent is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Bond Fund for the purpose of making payments required pursuant to Section 4.03.
“Rate and Method” means the Rate and Method of Apportionment of Special Tax for Improvement Area No. 1, as initially approved and as may be amended.
“Record Date” means the 15th day of the month next preceding the month of the applicable Interest Payment Date whether or not such day is a Business Day.
“Regulations” means temporary and permanent regulations promulgated under the Code.
“Reserve Fund” means the fund by that name established pursuant to Section 4.03(A) hereof.
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9 “Reserve Requirement” means the least of (i) 125% of the average Annual Debt Service on the Bonds; (ii) Maximum Annual Debt Service on the Bonds; and (iii) 10% of the original principal amount of the Bonds (or, if the Bonds have more than a de minimis amount of original issue discount or premium, 10% of the issue price of such Series of Bonds); provided, that in no event shall the City be obligated to deposit an amount in the Reserve Fund in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, if the amount of any such deposit is so limited, the Reserve Requirement shall be only the amount of such deposit as permitted by the Code , and provided further that the Reserve Requirement increase subsequent to the issuance of the Bonds.
“Resolution” means Resolution No. _______-, adopted by the City Council of the City on ________, 2024, which resolution authorized the issuance of the Bonds.
“Resolution of Formation” means Resolution No. ______, adopted by the City Council of the City on August 7, 2024, establishing the District and designating therein Improvement Area No. 1.
“Securities Depositories” means The Depository Trust Company, and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the City may designate in an Officer’ s Certificate delivered to the Fiscal Agent.
“Series” means any series of bonds authorized for Improvement Area No. 1 pursuant to this Fiscal Agent Agreement or any Supplemental Agreement.
“Special Tax Fund” means the fund by that name established by Section 3.03(A) hereof.
“Special Tax Revenues” means the proceeds of the Special Taxes annually received by the City, excluding any interest and penalties thereon collected in connection with delinquent Special Taxes , less an amount equal to the Administrative Expense Priority, including all scheduled payments and delinquent payments thereof, and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes.
“Special Taxes” means the “Special Tax” as defined in the Rate and Method, levied within Improvement Area No. 1 pursuant to the Act, the Ordinance and this Agreement.
“Supplemental Agreement” means an agreement which is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized hereunder.
“Surplus Account” means the account of the Special Tax Fund by that name established by Section 3.03(A) hereof.
“2024 Bonds” means the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 Improvement Area No. 1 Special Tax Bonds Series 2024.
ITEM 12.1.
ATTACHMENT 2
10 ARTICLE II
THE BONDS
Section 2.01. Principal Amount; Designation . 2024 Bonds in the aggregate principal amount of $________ are hereby authorized to be issued by the City for Improvement Area No. 1 under and subject to the terms of the Resolution and this Agreement, the Act and other applicable laws of the State of California. The 2024 Bonds shall be designated the “City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 Improvement Area No. 1 Special Tax Bonds Series 2024.”
Section 2.02. Terms of 2024 Bonds.
(A) Form; Denominations. The 2024 Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 o r any integral multiple of $5,000 in excess thereof. The 2024 Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent.
(B) Date of 2024 Bonds. The 2024 Bonds shall be dated the Closing Date for the 2024 Bonds.
(C) CUSIP Identification Numbers. “CUSIP” identification numbers shall be imprinted on the 2024 Bonds, but such numbers shall not constitute a part of the contract evidenced by the 2024 Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the 2024 Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any vi olation of the City’s contract with such Owners and shall not impair the effectiveness of any such notice.
(D) Maturities. The 2024 Bonds shall be issued as serial bonds and term bonds and shall mature and become payable as follows:
Maturity Principal Interest CUSIP
(September 1) Amount Rate (75211R)
T = Term bonds.
(E) Interest. The 2024 Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each 2024 Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date ITEM 12.1.
ATTACHMENT 2
11 of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Closing Date; provided, however, that if at the time of authentication of a 2024 Bond, interest is in default thereon, such 2024 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.
(F) Method of Payment . Interest on the 2024 Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on the Interest Payment Dates by first class mail to the registered Owner thereof at such registered Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions received by t he Fiscal Agent on or before the Record Date preceding the Interest Payment Date of any Owner of $1,000,000 or more in aggregate principal amount of 2024 Bonds; provided that so long as any 2024 Bonds are in book-entry form, payments with respect to such 2024 Bonds shall be made by wire transfer or such other method acceptable to the Fiscal Agent to the Depository. The principal of the 2024 Bonds and any premium on the 2024 Bonds are payable in lawful money of the United States of America upon surrender of the 2024 Bonds at the Principal Office of the Fiscal Agent. All 2024 Bonds paid by the Fiscal Agent pursuant to this Section shall be cancelled by the Fiscal Agent.
The Fiscal Agent shall destroy the cancelled 2024 Bonds and issue a certificate of destruction thereof to the City.
Section 2.03. Redemption.
(A) Redemption Dates.
(i) Optional Redemption. The 2024 Bonds are subject to optional redemption from any source of available funds (other than prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, ____ at the following respective redemption prices (expressed as percentages of the principal amount of the 2024 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
Redemption Dates Redemption Price
September 1, ____ through August 31, ____ 103%
September 1, ____ through August 31, ____ 102
September 1, ____ through August 31, ____ 101
September 1, ____ and any date thereafter 100
(ii) Mandatory Redemption From Prepayments. The 2024 Bonds shall be subject to mandatory redemption from prepayments of the Special Tax by property owners, in whole or in part among maturities as shall be specified by the City and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the 2024 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
Redemption Dates Redemption
Price
Interest Payment Dates through and including March 1, ____ 103% ITEM 12.1.
ATTACHMENT 2
12 September 1, ____ and March 1, ____ 102
September 1, ____ and March 1, ____ 101
September 1, ____ and Interest Payment Dates thereafter 100
The proceeds of any such prepayment shall be deposited in the Prepayment Account of the Bond Fund and applied by the Fiscal Agent to pay the redemption price of the 2024 Bonds.
(iii) Mandatory Sinking Fund Redemption . The Term Bonds maturing September 1, ____ and September 1, ____ are subject to mandatory sinking payment redemption in part on September 1, ____ and September 1, ____, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:
September 1, ____ Term Bonds
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
September 1, ____ Term Bonds
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
The amounts in the foregoing tables shall be reduced pro rata at the direction of the City in an Officer’s Certificate, in order to maintain substantially uniform debt service, as a result of any prior partial redemption of the 2024 Bonds pursuant to Section 2.03(A)(i) or (ii) above.
In lieu of redemption under this Section 2.03, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2024 Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’ s Certificate may provide, but in no event may 2024 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase.
(B) Notice to Fiscal Agent. The City shall give the Fiscal Agent an Officer’s Certificate containing notice of its intention to redeem 2024 Bonds pursuant to subsections (A)(i) and (A)(ii) not less than 45 days prior to the applicable redemption date.
(C) Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to the ITEM 12.1.
ATTACHMENT 2
13 Municipal Securities Rulemaking Board and to the Securities Depositories, and to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds.
Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the CUSIP numbers and Bond numbers of the Bonds to be redeemed by giving the individua l CUSIP number and Bond number of each Bond to be redeemed or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption, shall state as to any Bond called in part the principal amount thereof to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such Bonds will not accrue from and after the redemption date.
The City has the right to rescind any notice of the redemp tion of Bonds under Section
2.03(A)(i) by written notice to the Fiscal Agent on or prior to two Business Days prior the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancel lation shall not constitute an event of default. The City and the Fiscal Agent have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Fiscal Agent shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under this Section.
Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, of the Bonds being redeemed with the proceeds of such check or other transfer.
Whenever provision is made in this Agreement for the redemption of less than all of the Bonds of any maturity, the Fiscal Agent shall select the Bonds to be redeemed, from all Bonds or such given portion thereof of such maturity by lot in any manner which the Fiscal Agent in its sole discretion shall deem appropriate.
Upon surrender of Bonds redeemed in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the registered Owner, at the expense of the City, a new Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds.
(D) Effect of Redemption . From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice.
ITEM 12.1.
ATTACHMENT 2
14 All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the cancelled Bonds and issue a certificate of destruction thereof to the City.
Section 2.04. Form of Bonds . The Bonds, the form of Fiscal Agent ’s certificate of authentication and the form of assignment, to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, om issions and insertions, as permitted or required by this Agreement, the Resolution and the Act.
Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the City by the Mayor and the City Clerk of the City who are in office on the date of adoption of this Agreement or at any time thereafter, and the seal of the City shall be impressed, imprinted or reproduced by facsimile signature thereon. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the Owner. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such Bond shall be the proper officers of the City although at the nominal date of such Bond any such person shall not have been such officer of the City.
Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered hereunder have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Agreement.
Section 2.06. Transfer of Bonds . Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form acceptable to the Fiscal Agent . The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity.
No transfers of Bonds shall be required to be made (i) within fifteen (15) days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.
Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such exchange shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange.
ITEM 12.1.
ATTACHMENT 2
15 No exchanges of Bonds shall be required to be made (i) within fifteen (15) days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.
Section 2.08. Bond Register. The Fiscal Agent will keep or cause to be kept, at its Principal Office, sufficient books for the registration and transfer of the Bonds (the “Bond Register”), which books shall show the series number, date, amount, rate of interest and Owner of each Bond and shall at all times be open to inspection by the City during regular business hours upon reasonable notice; and, upon presentation for such purpose, the F iscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds as hereinbefore provided.
Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate.
Every temporary Bond shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary bonds shall be entitled to the same benefits under this Agreement as definitive Bonds authenticated and delivered hereunder.
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen . If any Bond shall become mutilated, the City shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled by it and destroyed by the Fiscal Agent who shall deliver a certificate of destruction thereof to the City. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to it and indemnity for the Fiscal Agent and the City satisfactory to the Fiscal Agent shall be given, the City shall execute, an d the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The City may require payment of a sum not exceeding the actual cost of preparing each new Bond delivered under this Section and of the expenses which may be incurred by the City and the Fiscal Agent for the preparation, execution, authentication and delivery. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and pr oportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement.
Section 2.11. Limited Obligation. All obligations of the City under this Agreement and the Bonds shall be special obligations of the City, payable solely from the Special Tax Revenues and the funds pledged therefore hereunder. Neither the full faith and credit nor the taxing power of the City (except to the limited extent set forth herein) or the State of California or any political subdivision thereof is pledged to the payment of the Bonds.
ITEM 12.1.
ATTACHMENT 2
16 Section 2.12. Book-Entry Only System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein as a separate fully registered certificate (in printed or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond Register kept by the Fiscal Agent for the Bonds in the name of Cede & Co, as nominee of DTC or such nominee as DTC shall appoint in writing.
The Authorized Officers and the Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds for the Depository ’s book- entry system, including the execution of the Depository ’s required representation letter.
With respect to Bonds registered in the Bond Register in the name of Cede & Co, as nominee of DTC, the Fiscal Agent shall not have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds Bonds as Depository from time to time (the “DTC Participants”) or to any person for which a DTC Participant acquires an interest in the Bonds (the “Beneficial Owners”). Without limiting the immediately preceding sentence, the Fiscal Agent shall not have any responsibi lity or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co, or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other tha n DTC, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any amount with respect to the principal of or interest on the Bonds, or (v) any consent given or other action taken by the Depository as Owner of the Bonds.
The Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall pay all principal of and interest on the Bonds only to the Owners as shown on the R egistration Books, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid.
No person other than an Owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject t o the transfer provisions in Section 2.06 hereof, references to “Cede & Co.” in this Section 2.12 shall refer to such new nominee of DTC.
DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Fiscal Agent and the City during any time that the Bonds are Outstanding, and discharging its responsibilities with respect theret o under applicable law.
The City may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners, and the City shall mail notice of such termination to the Fiscal Agent.
ITEM 12.1.
ATTACHMENT 2
17 Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the City determines that it is in the best interest of the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, the Bonds shall no longer be restricted to being registered in the Bond Register of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or name the Owners shall designate at that time, in accordance with Section 2.06.
To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Bonds will be delivered to such Beneficial Owners as soon as practicable.
Section 2.13. No Acceleration . The principal of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section 2.13 shall in any way prohibit the redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this Agreement under Section 9.03 hereof.
ITEM 12.1.
ATTACHMENT 2
18 ARTICLE III
ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds . At any time after the execution of this Agreement, the City may issue the Bonds in the aggregate principal amount set forth in Section 2.01 or as authorized in any supplemental agreement and deliver such Bonds to the Original Purchaser. The Authorized Officers of the City are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of Bonds in accordance with the provisions of the Act, the Resolution and this Agreement, to authorize the payment of Costs of Issuance of the Bonds from the proceeds of the Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser.
Section 3.02. Application of Proceeds of Sale of 2024 Bonds.
The proceeds of the purchase of the 2024 Bonds by the Original Purchaser in the amount of $_________ (representing the principal of amount of the Bonds, less an underwriter’s discount of $_________, minus net original issue discount of $_________), shall be paid to the Fiscal Agent, who shall forthwith deposit such proceeds on the Closing Date as follows:
(i) Deposit in the Improvement Fund $___________;
(ii) Deposit in the Reserve Fund $_________;
(iii) Deposit $_________ in the Capitalized Interest Account of Bond Fund; and
(iv) Deposit in the Costs of Issuance Fund $_________.
Section 3.03. Special Tax Fund.
(A) Establishment of Special Tax Fund. There is hereby established as a separate fund to be held by the Administrative Services Director, known as Grantline 220 Community Facilities District No. 2023-1 Improvement Area No. 1 Special Tax Bonds, Series 2024, Special Tax Fund. Within the Special Tax Fund, the Administrative Services Director shall establish and maintain two accounts, (i) the Debt Service Account, to the credit of which the City shall deposit, immediately upon receipt, all S pecial Tax Revenue s received by the City, and any amounts required by Section 3.05(B) to be deposited in the Special Tax Fund, and (ii) the Surplus Account, to the credit of which the City shall deposit surplus Special Tax Revenues described in Section 3.03(B) below. Moneys in the Special Tax Fund shall be held in trust by the City for the benefit of the City and the Owners of the Bonds, shall be disbursed as provided below and, pending any disbursement, shall be subject to a lien in favor of the Owners of the Bonds.
(B) Disbursements. All Special Tax Revenues shall be deposited in the Debt Service Account upon receipt. No later than 10 Business Days prior to each Interest Payment Date, the City shall withdraw from the Debt Service Account of the Special Tax Fund and transfer (i) to the Fiscal Agent for deposit in the Reserve Fund an amount such that the amount then on deposit therein is equal to the Reserve Requirement, and (ii) to the Fiscal Agent for deposit in the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund such that the amount in the Bond Fund equals the principal, including any mandatory sinking fund ITEM 12.1.
ATTACHMENT 2
19 payments, premium, if any, and interest due on the Bonds on the next Interest Payment Date.
After the transfers under subsections (i) and (ii) have been made, the City may, on or after September 15th of each year transfer to the Surplus Account the amount remaining in the Debt Service Account.
From time to time, the City may withdraw from the Surplus Account of the Special Tax Fund amounts needed to pay costs of the Project or incidental expenses of the District authorized under the Act, including Administrative Expenses in excess of the Administrative Expense Priority.
Moneys in the Surplus Account may, at the City’s discretion, also be used to pay the principal of, premium, if any, and interest on the Bonds or to replenish the Reserve Fund to the amount of the Reserve Requirement and if not ne eded for those purposes shall be available, to the extent required under the Acquisition Agreement, to directly finance the Project (so -called pay-as-you- go funds).
(C) Investment. Moneys in the Special Tax Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.
Section 3.04. Improvement Fund.
(A) Establishment of Improvement Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, known as Grantline 220 Community Facilities District No. 2023-1 Improvement Area No. 1 Special Tax Bonds Improvement Fund to the credit of which a deposit shall be made as required by Section 3.02 and as required by Section 3.03. Moneys in the Improvement Fund shall be held in trust by the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of costs of the Project.
(B) Procedure for Disbursement. Disbursements from the Improvement Fund shall be made as determined by an Authorized Officer for the payment or reimbursement of the costs of the Project, including for costs of acquisition of portions of the Project, which may include authorized administrative expenses of the City, in accordance with the Acquisition Agreement, by submission of an Officer’s Certificate to the Fiscal Agent requesting disbursement of moneys.
The Fiscal Agent need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, that has not been released or will not be released simultaneously with such payment.
The Fiscal Agent shall not incur any liability for any disbursement from the Improvement Fund made in reliance upon any Officer’s Certificate.
(C) Investment. Moneys in the Improvement Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits from the investment of amounts in the Improvement Fund shall be retained in the Improvement Fund to be used for the purposes of the Improvement Fund.
(D) Closing of Fund. Upon the filing of an Officer’s Certificate stating that the portion of the Project to be financed from the Improvement Fund has been completed and that all costs of such portion of the Project have been paid or are not required to be paid from the Improvement Fund, the Authorized Offi cer shall request the Fiscal Agent to transfer the amount, if any, remaining in the Improvement Fund to the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with Section 4.02 and the Improvement Fund shall be closed.
ITEM 12.1.
ATTACHMENT 2
20 Section 3.05. Costs of Issuance Fund.
(A) Establishment of Costs of Issuance Fund . There is hereby established as a separate fund to be held by the Fiscal Agent, known as Grantline 220 Community Facilities District No. 2023-1 Improvement Area No. 1 Special Tax Bonds Series Costs of Issuance Fund, to the credit of which a deposit shall be made as required by Section 3.02. Moneys in the Costs of Issuance Fund shall be held in trust by the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of Costs of Issuance of the 2024 Bonds.
(B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance, as set forth in an Officer’s Certificate containing respective amounts to be paid to the designated payees, signed by the Administrative Services Director or a designee thereof and delivered to the Fiscal Agent. The Fiscal Agent shall pay all Costs of Issuance of the 2024 Bonds upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal t o the amount set forth with respect to such payee in such Officer’s Certificate, or upon receipt of an Officer’s Certificate requesting payment of a Costs of Issuance not listed on the initial Officer ’s Certificate delivered to the Fiscal Agent on the Closing Date of the 2024 Bonds. The Fiscal Agent shall maintain the Costs of Issuance Fund for a period of 2 months, from the Closing Date of the 2024 Bonds and then shall transfer any moneys remaining therein, including any investment earnings thereon, to th e Improvement Fund, and if the Improvement Fund has been closed then to the Special Tax Fund, and the Costs of Issuance Fund shall be closed . Thereafter, every invoice received by the Fiscal Agent shall be submitted to the Administrative Services Director for payment from amounts on deposit in the Special Tax Fund.
(C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes of such fund.
ITEM 12.1.
ATTACHMENT 2
21 ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND AND RESERVE FUND
Section 4.01. Pledge of Special Tax Revenues and Other Amounts . All of the Special Tax Revenues and all moneys deposited in the Bond Fund and, until disbursed as provided herein, the Improvement Fund and the Special Tax Fund are hereby pledged to secure the repayment of the Bonds. In addition, the 2024 Bonds shall be secured by a pledge of all amounts in the Reserve Fund, and a series of Additional Bonds may be secured by a reserve account within the Reserve Fund or a separate reserve fund, as provided in the applicable Supplemental Agreement for such Series. Such pledge shall constitute a first lien on the Special Tax Revenues and said amounts.
The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided herein) are hereby dedicated in their entirety to the payment of the principal of, including any mandatory sinking fund payments, and interest and any premium on, the Bonds as provided herein and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section 9.03.
Amounts in the Costs of Issuance Fund for any Series of Bonds are not pledged to the repayment of the Bonds. The facilities acquired with the proceeds of the Bonds are not in any way pledged to the repayment of the Bonds. Any proceeds of condemnation, destruction or other disposition of any facilities financed with the proceeds of the Bonds are not pledged to the repayment of the Bonds and are free and clear of any lien or obligation imposed hereunder.
Section 4.02. Bond Fund.
(A) Establishment of Bond Fund. There is hereby established as a separate fund to be held by the Fiscal Agent , known as Grantline 220 Community Facilities District No. 2023-1 Improvement Area No. 1 Special Tax Bonds Bond Fund, to the credit of which deposits shall be made as required by Section 3.03(B)(ii), Section 4.03 and any other amounts required to be deposited therein by this Agreement or the Act. Within the Bond Fund, the Fiscal Agent shall establish a Prepayment Account and deposit therein moneys received, if any, from prepayments of the Special Tax pursuant to Section 2.03(A)(ii). Moneys in the Bond Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of, and interest and any premium on, the Bonds as provided below, and, pending such disbursement, shall be subject to a lien in favor of the Owners of the Bonds.
There is also hereby created within the Bond Fund a “Capitalized Interest Account” which account is hereby established for purposes of accounting for the disposition of 2024 Bonds, a portion of the proceeds of which will be deposited to such Capitalized Interest Account pursuant to Section 3.02(a). The amount deposited to the Capitalized Interest Account and any investment earnings thereon shall be used solely to make payments on the 2024 Bonds through September 1, 2024. Any excess amounts therein on September 2, 202 4 shall be transferred to the Special Tax Fund, and the Capitalized Interest Account shall thereupon be closed.
(B) Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the Bonds the principal of, and interest and any premium, then due and payable on the Bonds, including any amounts due on the Bonds by ITEM 12.1.
ATTACHMENT 2
22 reason of the sinking payments set forth in Section 2.03(A)(iii) or any redemption of the Bonds as provided under Section 2.03(A)(i). Moneys in the Prepayment Account shall be disbursed for redemption of Bonds as instructed by the City.
In the event that amounts in the Bond Fund are insufficient to pay regularly scheduled payments of principal of and interest on the Bonds, the Fiscal Agent shall withdraw from the Reserve Fund to the extent of any funds therein, the amount of such insufficiency, and the Fiscal Agent shall provide written notice to the Administrative Services Director of the amounts so withdrawn from the Reserve Fund. Amounts so withdrawn from the Reserve Fund shall be deposited in the Bond Fund.
If, after the foregoing transfer, there are insufficient funds in the Bond Fund to make the payments provided for to pay regularly scheduled payments of principal of and interest on the Bonds, the Fiscal Agent shall apply the available funds first to the p ayment of interest on the Bonds, then to the payment of principal due on the Bonds other than by reason of sinking payments, and then to payment of principal due on the Bonds by reason of sinking payments.
Any sinking payment not made as scheduled shall be added to the sinking payment to be made on the next sinking payment date.
(C) Investment. Moneys in the Bond Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Bond Fund to be used for the purposes of such fund.
(D) Deficiency. If ten days before any Interest Payment Date it appears to the Fiscal Agent that there is a danger of deficiency in the Bond Fund and that the Fiscal Agent may be unable to pay regularly scheduled debt service on the Bonds in a timely manner, the Fiscal Agent shall report to the Administrative Services Director such fact. The City covenants to increase the levy of the Special Taxes in the next Fiscal Year (subject to the maximum amount authorized by the Resolution of Formation) in accordan ce with the procedures set forth in the Act for the purpose of curing Bond Fund deficiencies.
If on any Interest Payment Date the Fiscal Agent is unable to pay principal, interest and premium, if any, due on any Interest Payment Date for the Bonds due to insufficient funds in the Bond Fund, or if funds are withdrawn from the Reserve Fund to pay principal and/or interest on the Bonds the Fiscal Agent shall notify the Administrative Services Director in writing of such fact, and the Administrative Services Director shall notify CDIAC of such fact within 10 days of such Interest Payment Date. The Fiscal Agent has no obligation under this Agreement to provide notice or disclosure to the Bondowners of insufficient funds or anticipation of deficiency in the Bond Fund.
Section 4.03. Reserve Fund.
(A) Establishment of Fund . There is hereby established as a separate fund to be held by the Fiscal Agent , known as “Grantline 220 Community Facilities District No. 2023-1 Improvement Area No. 1 Special Tax Bonds Reserve Fund ,” to the credit of which a deposit shall be made as required by Section 3.02, and deposits shall be made as provided in Section 3.03(B). Moneys in the Reserve Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds secured thereby as a reserve for the payment of principal of, and interest on, the Bonds and shall be subject to a lien in favor of the Owners of the Bonds.
ITEM 12.1.
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23 The City has the right at any time to cause the Fiscal Agent to release funds from the Reserve Fund, in whole or in part, by tendering to the Fiscal Agent: (1) a Qualified Reserve Fund Credit Instrument, and (2) an opinion of Bond Counsel stating that such release will not, of itself, cause the portion of the interest on the Bonds to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Fiscal Agent, the Fiscal Agent will transfer such funds from the Reserve Fund to the City.
(B) Use of Fund. Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency within five days prior to any Interest Payment Date in the Bond Fund of the amount required for payment of the principal of, and interest on, the Bonds secured by the Reserve Fund on such Interest Payment Date.
Whenever transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent shall provide written notice thereof to the Administrative Services Director.
(C) Transfer of Excess of Reserve Requirement . Whenever, on the Business Day prior to any Interest Payment Date, the amount in the Reserve Fund (or any account therein) exceeds the then applicable Reserve Requirement, the Fiscal Agent shall provide written notice to the Administrative Services Director of the amount of the excess and, following any transfer required pursuant to Section 4.03(D) below, shall transfer an amount equal to the excess from the Reserve Fund to the Improvement Fund, if the Project has not been completed as of the date of such transfer, or if the Project has been completed, to the Bond Fund to be used for the payment of the principal of and interest on the Bonds in accordance with Section 4.02.
(D) Transfer for Rebate Purposes. Investment earnings on amounts in the Reserve Fund may be withdrawn from the Reserve Fund for purposes of making payment to the federal government to comply with Section 6.02.
(E) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, and after making any transfer required un der Section 4.03(D) above and upon receipt of an Officer’s Certificate directing it to do so, the Fiscal Agent shall transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date to the payment and redemption, in accordance with Section 4.02 or 2.03 as applicable, of all of the Outstanding Bonds. In the event that the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund shall be transferred to the City, after payment of any amounts due the Fiscal Agent hereunder, to be used for any lawful purpose of the City.
Notwithstanding the foregoing, no amounts shall be transferred from the Reserve Fund pursuant to this Section 4.03(E) until after the calculation, pursuant to Section 6.02, of any amounts due to the federal government following payment of the Bonds and wit hdrawal of any such amount under Section 4.03(D) for purposes of making such payment to the federal government, and payment of any fees and expenses due to the Fiscal Agent.
(F) Investment. Moneys in the Reserve Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from the investment of moneys in the Reserve Fund and other moneys in the Reserve Fund will remain therein until the balance exceeds the Reserve Requirement; any amounts in excess of the Reserve Requirement ITEM 12.1.
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24 will be transferred to the Improvement Fund, if the Project has not been completed, or if the Project has been completed, to the Bond Fund to be used for the payment of the principal of and interest on the Bonds secured by the Reserve Fund.
ITEM 12.1.
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25 ARTICLE V
OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment. The City will punctually pay or cause to be paid the principal of, and interest and any premium on, the Bonds when and as due in strict conformity with the terms of this Agreement, and it will faithfully observe and perform all of the conditions covenants and requirements of this Agreement and all Supplemental Agreements and of the Bonds.
Section 5.02. Limited Obligation. The Bonds are limited obligations of the City on behalf of Improvement Area No. 1 of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Bond Fund, the Reserve Fund and the Special Tax Fund created hereunder.
Section 5.03. Extension of Time for Payment . In order to prevent any accumulation of claims for interest after maturity, the City shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the City, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded.
Section 5.04. Against Encumbrances. The City will not encumber, pledge or place any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds, except as permitted by this Agreement.
Section 5.05. Books and Accounts. The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Special Tax Fund and to the Special Tax Revenues. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing.
The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete and correct entries shall be made of all transactions of the Fiscal Agent relating to the expenditure of amounts disbursed from funds and accounts held by the Fiscal Agent hereunder . Such books of record and accounts shall at all times during business hours and upon reasonable prior notice, be subject to the inspection of the City and the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing.
Section 5.06. Protection of Security and Rights of Owners . The City will preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the delivery of any of the Bonds by the City, the Bonds shall be incontestable by the City.
ITEM 12.1.
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26 Section 5.07. Compliance with Law; Completion of Project. The City will comply with all applicable provisions of the Act and the law in completing the acquisition and construction of the Project; provided that the City shall have no obligation to advance any funds to complete the Project in excess of the amounts available therefor in the Improvement Fund.
Section 5.08. Private Activity Bond Limitation. The City shall assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code.
Section 5.09. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.
Section 5.10. Collection of Special Tax Revenues . The City shall comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues, including without limitation, the enforcement of delinquent Special Taxes.
On or within five Business Days of each June 1, the Fiscal Agent shall provide the Administrative Services Director with a notice stating the amount then on deposit in the Bond Fund and the Reserve Fund. The receipt of such notice by the Administrative Services Director shall in no way affect the obligations of the Administrative Services Director under the following two paragraphs. Upon receipt of such notice, the Administrative Services Director shall ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account any parcel splits during the preceding and then current year.
The City shall effect the levy of the Special Taxes each Fiscal Year in accordance with the Ordinance such that the computation of the levy is complete before the final date on which the County Auditor will accept the transmission of the Special Tax amounts for the parcels within Improvement Area No. 1 for inclusion on the next secured real property tax roll. Upon the completion of the computation of the amounts of the levy, the City shall prepare or cause to be prepared, and shall transmit to the Administrative Services Director , such data as the County Auditor requires to include the levy of the Special Taxes on the next secured real property tax roll.
The City shall fix and levy the amount of Special Taxes within Improvement Area No. 1 required for the payment of principal of and interest on any Outstanding Bonds becoming due and payable during the ensuing year, including any necessary replenishment or expenditure of the Reserve Fund for the Bonds and an amount estimated to be sufficient to pay the Administrative Expenses during such year, all in accordance with the Rate and Method and the Ordinance.
The Special Taxes shall be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property. Notwithstanding the foregoing, the Special Taxes may be collected in such other manner as the City shall prescribe if necessary to pay the debt service on the Bonds.
Section 5.11. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the better as suring and confirming unto the Owners of the rights and benefits provided in this Agreement.
ITEM 12.1.
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27 Section 5.12. No Arbitrage. The City shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the gross proceeds of the Bonds which if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code and Regulations.
Section 5.13. Maintenance of Tax-Exemption. The City shall take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Bonds.
Section 5.14. Annual State Reports . The following requirements shall apply to the Bonds:
(A) Annual Reporting. Not later than October 30 of each calendar year, beginning with the October 30 first succeeding the date of the Bonds, and in each calendar year thereafter until the October 30 following the final maturity of the Bonds, the Administrative Services Director shall prepare and supply the California Debt and Investment Advisory Commission, by mail, postage prepaid, with the information required under Section 53359.5(c) of the Act. The annual reporting shall be made using such form or forms as may be prescribed by CDIAC.
(B) Other Reporting. If within 10 days prior to any Interest Payment Date it appears to the Fiscal Agent that there is a danger of deficiency in the Bond Fund and that the Fiscal Agent may be unable to pay regularly scheduled debt service on the Bonds in a timely manner or if the Fiscal Agent is unable to pay principal, interest and premium, if any, due on any Interest Payment Date for the Bonds due to insufficient funds in the Bond Fund, or if funds are withdrawn from the Reserve Fund to pay principal and/or interest on the Bonds, the Administrative Services Director shall make the reports required under Section 4.02(D) hereof.
(C) Amendment. The reporting requirements of this Section 5.14 shall be amended from time to time, without action by the City or the Fiscal Agent, to reflect any amendments to Section 53359.5(b) or Section 53359.5(c) of the Act.
(D) No Liability . None of the City and its officers, agents and employees, the Administrative Services Director or the Fiscal Agent shall be liable for any inadvertent error in reporting the information required by this Section 5.14.
Section 5.15. Covenant to Foreclose. The City hereby covenants with and for the benefit of the Owners of the Bonds that it will annually on or before September 1 of each year review the public records of the County of Sacramento relating to the collection of the Special Tax in order to determine the amount of the Special Tax collected in the prior Fiscal Year, and if the City determines on the basis of such review that the amount so collected is deficient it will enforce the lien of the Special Taxes by commencing, or cause to be commenced, foreclosure proceedings to judgment and sale in such manner and upon such timing as advised by legal counsel, taking into account the amounts delinquent, the estimate cost of legal proceedings, the status of Special Tax collections and available debt service reserves, under the following circumstances:
ITEM 12.1.
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28 (a) if the amount so collected is deficient by more than 5% of the total amount of the Special Tax levied in such Fiscal Year, it will enforce the lien on all delinquent parcels; or
(b) if property owned by any single property owner in Improvement Area No. 1 is delinquent on four consecutive semi-annual Special Tax installments (irrespective of the total delinquencies in Improvement Area No. 1) it will enforce the lien against such property.
Section 5.16. Continuing Disclosure to Owners. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate.
Notwithstanding any other provision of this Agreement, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered a default hereunder; however, any Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate to compel performance by the City of its obligations thereunder, including seeking mandate or specific performance by court order.
Section 5.17. No Additional Bonds. The City covenants not to issue Additional Bonds payable from Special Taxes and by the Special Tax Revenues equally and ratably with Bonds previously issued, except that the City may issue bonds to refund all or part of the Bonds . The City may also issue bonds secured by Special Taxes on a subordinate basis to the pledge of Special Taxes for payment of the Bonds.
Section 5.18. Yield of the Bonds. In determining the yield of the Bonds to comply with Section 5.13 and 6.02 hereof, the City will take into account optional and mandatory prepayment redemption (including premium, if any) in advance of maturity based on the reasonable expectations of the City, as of the Closing, without regard to whether or not redemption moneys are received or Bonds are redeemed.
ITEM 12.1.
ATTACHMENT 2
29 ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;
LIABILITY OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds. Subject in all respects to the provisions of Section 6.02, moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent, shall be invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Of ficer’s Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. In the absence of any such Officer’s Certificate, the Fiscal Agent shall invest any such moneys in Permitted Investments described in clause (vii) of the definition thereof which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Subject in all respects to the provisions of Section 6.02, moneys in any fund or account created or establ ished by this Agreement and held by the Administrative Services Director shall be invested by the Administrative Services Director in any lawful investments that the City may make, which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of this Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts.
The Fiscal Agent or Administrative Services Director may act as principal or agent in the acquisition or disposition of any investment. Neither the Fiscal Agent nor the Administrative Services Director shall incur any liability for losses arising from any investments made pursuant to this Section. Any losses arising from any investments made pursuant to this Section shall be offset against interest earnings and profits retained in the same fund.
Except as otherwise provided in the next sentence, all investments of amounts deposited in any fund or account created by or pursuant to this Agreement, or otherwise containing gross proceeds of the Bonds (within the meaning of Section 148 of the Code), sh all be acquired, disposed of, and valued (as of the date that valuation is required by this Agreement or the Code) at Fair Market Value. For purposes of any Fair Market Value determination hereunder, the Fiscal Agent shall be entitled to conclusively rely on an Officer’s Certificate of the City and shall be fully protected in relying thereon. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code and (unless valuation is undertaken at least annually) investments in the Reserve Fund shall be valued at their present value (within the meaning of Section 148 of the Code).
Investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds o r accounts of amounts received or held by the Fiscal Agent or the Administrative Services Director hereunder, provided that the Fiscal Agent or the Administrative Services Director , as applicable, shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Agreement.
The Fiscal Agent or the Administrative Services Director , as applicable, shall sell or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the ITEM 12.1.
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30 Administrative Services Director shall be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith.
The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City the right to receive brokerage confirmations of security transactions as they occur, the City specifically waives r eceipt of such confirmations to the extent permitted by law. The Fiscal Agent will furnish the City periodic cash transaction statements which include detail for all investment transactions made by the Fiscal Agent hereunder.
Section 6.02. Rebate of Excess Investment Earnings to the United States . The City covenants to calculate and rebate to the federal government, in accordance with the Regulations, excess investment earnings to the extent required by Section 148(f) of the Code.
The City shall notify the Fiscal Agent of any amounts determined to be due to the federal government, and the Fiscal Agent shall, upon receipt of an Officer ’s Certificate of the City, withdraw such amounts from the Reserve Fund pursuant to Section 4.03(D), and pay such amounts to the federal government as required by the Code and the Regulations. In the event of any shortfall in amounts available to make such payments under Section 4.03(D), the Fiscal Agent shall notify the Administrative Services Director in writing of the amount of the shortfall and the Administrative Services Director shall make such payment from any amounts available in the Special Tax Fund. Any fees or expenses incurred by the Fiscal Agent or the City under or pursuant to this Section 6.02 shall be Administrative Expenses.
In order to provide for the administration of this Section 6.02, the City may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the City may deem appropriate.
Section 6.03. Limited Obligation. The City’s obligations hereunder are limited obligations of the City on behalf of Improvement Area No. 1 of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Special Tax Fund, the Bond Fund and the Reserve Fund created hereunder.
ITEM 12.1.
ATTACHMENT 2
31 ARTICLE VII
THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent . U.S. Bank Trust Company, National Association, at its Principal Office, is hereby appointed Fiscal Agent for the Bonds. The Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.
Any company into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under the following paragraph of this Section, shall be the successor to such Fiscal Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.
The City may remove the Fiscal Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000, including, for such purpose, the combined capital and surplus of any parent holding company, and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condit ion at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 7.01, combined capital and surplus of such bank or trust company shall be deemed to be its comb ined capital and surplus as set forth in its most recent report of condition so published.
The Fiscal Agent may at any time resign by giving written notice to the City and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the City shall promptly appoint a successor Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance of appointment by the successor Fiscal Agent.
If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section within 30 days after the Fiscal Agent shall have given to the City written notice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of its inability to act, the Fiscal Agent or any Bondowner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent.
Section 7.02. Liability of Fiscal Agent. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City, and the Fiscal Agent assumes no responsibility for the correctness of the same, or makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agen t shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. The Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any offering memorandu m or other disclosure material prepared or distributed with ITEM 12.1.
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32 respect to the issuance of the Bonds. The Fiscal Agent has no liability regarding the use of the proceeds from the purchase of the Bonds deposited in funds held by the City.
In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement, including all Officer’s Certificates of the City meeting such requirements; but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. Except as provided above in this paragraph, the Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument.
The Fiscal Agent shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts.
No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement unless such Owners shall have offered to the Fiscal Agent reaso nable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not the Fiscal Agent.
Section 7.03. Information. The Fiscal Agent shall provide to the City such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the City shall reasonably request, including but not limited to quarterly statements reporting funds held and transactions by the Fiscal Agent.
Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any Officer ’s Certificate, notice, resolution, request, consent, order, certificate, report, warrant, Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties and given in accordance with t he requirements hereof. The Fiscal Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agen ts or attorneys and the Fiscal Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Fiscal Agent may consult with ITEM 12.1.
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33 counsel, who may be counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.
The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed.
Whenever in the administration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed to be conclusively proved and established by a certificate of the City, and such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.
Section 7.05. Compensation, Indemnification. The City shall pay to the Fiscal Agent , but only from Special Tax Revenues, from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not have a lien therefor on any funds at any time held by it under this Agreement. The City further agrees, to the extent per mitted by applicable law , and only from Special Tax Revenues as the source of funds , to indemnify and save the Fiscal Agent, its officers, employees, directors and agents harmless against any costs, claims, expenses or liabilities, including, without limitation, fees and expenses of its attorneys which it may incur in the exercise and pe rformance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligation of the City under this Section shall survive resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and discharge of this Agreement.
ITEM 12.1.
ATTACHMENT 2
34 ARTICLE VIII
MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted. This Agreement and the rights and obligations of the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least 60% in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or reduce the percentage of Bonds required for the amendment hereof. No such amendment may modify any of the rights or obligations of the Fiscal Agent without its written consent.
This Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes:
(A) to add to the covenants and agreements of the City in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City;
(B) to make modifications not adversely affecting any outstanding series of Bonds of the City in any material respect;
(C) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the City and the Fiscal Agent may deem necessary or desirable, and which shall not adversely affect the rights of the Owners of the Bonds; or
(D) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the Code relating to required rebate of excess investment earnings to the United States or otherwise as may be necessary to assure exclusion from gross income for feder al income tax purposes of interest on the Bonds or to conform with the Regulations;
(E) to facilitate the issuance of Additional Bonds, to the extent permitted by Section 5.17.
Section 8.02. Owners’ Meetings. The City may at any time call a meeting of the Owners.
In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting.
ITEM 12.1.
ATTACHMENT 2
35 Section 8.03. Procedure for Amendment with Written Consent of Owners. The City and the Fiscal Agent may at any time enter into a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01, to take effect when and as provided in this Section. A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, if such consent is required under Section 8.01, shall be mailed by first class mail, by the Fiscal Agent to each Owner o f Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided.
If consent of the Owners is required under Section 8.01, such Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least 60% in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section provided for has been mailed.
After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Agreement, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be proof of the matters ther ein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as otherwi se herein above specifically provided in this Article) upon the City and the Owners of all Bonds at the expiration of 60 days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such 60-day period.
Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VIII. Upon request, the City shall provide an Officer ’s Certificate to the Fiscal Agent listing those Bonds which are disqualified pursuant to this Section 8.04.
Section 8.05. Effect of Supplemental Agreement . From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the City and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental ITEM 12.1.
ATTACHMENT 2
36 Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes.
Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments . The City may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the Principal Office of the Fiscal Agent or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such Owners’ action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds.
Section 8.07. Amendatory Endorsement of Bonds . The provisions of this Article VIII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds.
Section 8.08. Opinion of Counsel Regarding Supplemental Agreement . The Fiscal Agent shall be furnished an opinion of counsel that any Supplemental Agreement entered into by the City and the Fiscal Agent complies with the provisions of this Article VIII, and the Fiscal Agent may conclusively rely upon such opinion.
ITEM 12.1.
ATTACHMENT 2
37 ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties . Nothing in this Agreement expressed or implied, is intended to give to any person other than the City, the Fiscal Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.
Section 9.02. Successor is Deemed Included in All References to Predecessor .
Whenever in this Agreement or any Supplemental Agreement either the City or the Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement con tained by or on behalf of the City or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.
Section 9.03. Discharge of Agreement. If the City shall pay and discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or more of the following ways:
(A) by well and truly paying or causing to be paid the principal of, and interest and any premium on, such Bonds Outstanding, as and when the same become due and payable;
(B) by depositing with the Fiscal Agent or other fiduciary, at or before maturity, money which, together with (in the event that all of the Bonds are to be defeased) the amounts then on deposit in the funds and accounts provided for in Sections 4.02 and
4.03, is fully sufficient to pay such Bonds Outstanding, including all principal, interest and redemption premiums; or
(C) by irrevocably depositing with the Fiscal Agent or other fiduciary , cash and Federal Securities in such amount as the City shall determine as confirmed by an independent certified public accountant will, together with the interest to accrue thereon and (in the event that all of the Bonds are to be defeased) moneys then on deposit in the fund and accounts provided for in Sections 4.02 and 4.03, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates;
and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the City, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Special Taxes and other funds provided for in this Agreement and all other obligations of the City under this Agreement with respect to such Bonds Outstanding shall cease and terminate, except only the obligations of the City under Section 5.13 and to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon and all amounts owing to the Fiscal Agent pursuant to Section 7.05; and thereafter Special Taxes shall not be payable to the Fiscal Agent. Notice of such election shall be filed with the Fiscal Agent.
ITEM 12.1.
ATTACHMENT 2
38 Any funds thereafter held by the Fiscal Agent upon payments of all fees and expenses of the Fiscal Agent, which are not required for said purpose, shall be paid over to the City.
Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request, declaration or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, consent, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any n otary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer.
Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the registry books.
Any request, consent, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Fiscal Agent in good faith and in accordance therewith.
Section 9.05. Waiver of Personal Liability. No member, officer, agent or employee of the City shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law.
Section 9.06. Notices to and Demands on City and Fiscal Agent. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent to or on the City may be given or served by being deposited postage prepaid in a post office letter box, by overnight courier or by facsimile (with receipt confirmed by telephone) addressed (until another address is filed by the City with the Fiscal Agent) as follows:
City of Rancho Cordova
2729 Prospect Park Drive
Rancho Cordova, California 95670
Attention: Administrative Services Director
Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the City to or on the Fiscal Agent may be given or served by being deposited postage prepaid in a post office letter box, by overnight courier or by facsimile (with receipt confirmed by telephone) addressed (until another address is filed by the Fiscal Agent with the City) as follows:
ITEM 12.1.
ATTACHMENT 2
39 U.S. Bank Trust Company, National Association
1420 Fifth Avenue, 7th Floor
Mail Stop PD-WA-T7CT
Seattle, Washington 98101
Attention: Global Corporate Trust Services
Fax: (206) 344-4630
Section 9.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The City hereby declares that it woul d have adopted this Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or unenforceable.
Section 9.08. Unclaimed Moneys . Anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of the principal of, and the interest and any premium on, the Bonds which remains unclaimed for two (2) years after the date when the payments of such principal, interest and premium have become payable, if such moneys was held by the Fiscal Agent at such date, shall be repaid by the Fiscal Agent to the City as its absolute property free from any trust, and the Fiscal Agen t shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the City for the payment of the principal of, and interest and any premium on, such Bonds.
Section 9.09. Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California.
Section 9.10. Conflict with Act. In the event of a conflict between any provision of this Agreement with any provision of the Act as in effect on the Closing Date, the provision of the Act shall prevail over the conflicting provision of this Agreement.
Section 9.11. Conclusive Evidence of Regularity . Bonds issued pursuant to this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Special Taxes.
Section 9.12. Payment on Business Day. In any case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Agreement is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date requi red and no interest shall accrue for the period from and after such date.
Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
ITEM 12.1.
ATTACHMENT 2
[Signature page to Fiscal Agent Agreement dated as of _________ 1, 2024]
IN WITNESS WHEREOF, the City has caused this Agreement to be executed in its name and the Fiscal Agent has caused this Agreement to be executed in its name, all as of _________ 1, 2024.
CITY OF RANCHO CORDOVA, for itself and on
behalf of CITY OF RANCHO CORDOVA
GRANTLINE 220 COMMUNITY FACILITIES
DISTRICT NO. 2023-1
By:
Administrative Services Director
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION,
as Fiscal Agent
By:
Authorized Officer
ITEM 12.1.
ATTACHMENT 2
A-1
EXHIBIT A
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
No. ________ ***$__________***
CITY OF RANCHO CORDOVA
GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO. 2023-1
IMPROVEMENT AREA NO. 1
SPECIAL TAX BONDS SERIES 2024
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP:
% September 1, 20__ __________, 2024
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: ***______________ DOLLARS***
The City of Rancho Cordova (the “City”) for and on behalf of the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 (the “District”) for Improvement Area No. 1 of the District , for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the Registered Owner named above, or registered assigns (the “Owner”), on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such principal amount from the Bond Date shown above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, semiannually on March 1 and September 1, commencing March 1, 2024 (the “Interest Payment Dates”), at the Interest Rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the principal corporate trust office of U.S. Bank Trust Company , National Association in St. Paul, Minnesota (the “Fiscal Agent”). Interest on this Bond shall be paid by check of the Fiscal Agent mailed by first class mail on each Interest Payment Date to the Owner hereof as of the close of business on the 15th day of the month preceding the month in which the Interest Payment Dat e occurs (the “Record Date ”) at such Owner ’s address as it appears on the registration books maintained by the Fiscal Agent, or by wire transfer made on such Interest Payment Date upon writte n instructions delivered to the Fiscal Agent by the applicable Record Date of any Owner of $1,000,000 or more in aggregate principal amount of Bonds.
This Bond is one of a duly authorized issue of bonds approved by resolution of the City Council of the City on December 18 , 2023 (the “Resolution”) , pursuant to the Mello -Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq. , of the California ITEM 12.1.
ATTACHMENT 2
A-2
Government Code (the “Mello-Roos Act”) for the purpose of providing moneys for the construction and acquisition of improvements for the District, and is one of the bonds designated “City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 Improvement Area No. 1 Special Tax Bonds Series 2024” (the “Bonds”). The issuance of the Bonds and the terms and conditions thereof are provided for by a Fiscal Agent Agreement, dated as of _________ 1, 2024, by and between the City and the Fiscal Agent (the “Agreement”) and this reference incorporates the Agreement herein, and by acceptance hereof the Owner of this Bond assents to said terms and conditions. The Agreement is authorized under, this Bond is issued under and both are to be construed in accordance with, the laws of the State of California. Capitalized terms used but not defined herein are defined in the Agreement.
Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on this Bond are payable solely from the “Special Tax Revenues,” being the proceeds of the special taxes annually received by the City for Improvement Area No. 1 (the “Special Taxes”), less an amount equal to the Administrative Expense Priority, including all scheduled payments and delinquent payments thereof, interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes , and certain funds held under the Agreement.
Interest on this Bond shall be payable from the Interest Payment Date next preceding the date of authentication hereof, unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) such date of authentication is after a Record Date but on or prior to an Interest Payment Date, in which event interest will be payable from such Interest Payment Date, or (iii) such date of authentication is prior to the first Record Date, in which event interest will be payable from the Bond Date shown above; provided however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from the Interest Payment Date to which interest has previously b een paid or made available for payment hereon.
Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the City as may be permitted by law. The Bonds do not constitute obligations of the City for which the City is obligated t o levy or pledge, or has levied or pledged, general or special taxation other than described herein above.
The Bonds are subject to optional redemption from any source of available funds (other than prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, ____ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
Redemption Dates Redemption Price
September 1, ____ through August 31, ____ 103%
September 1, ____ through August 31, ____ 102
September 1, ____ through August 31, ____ 101
September 1, ____ and any date thereafter 100
The Bonds shall be subject to mandatory redemption from prepayments of the Special Tax by property owners, in whole or in part among maturities as shall be specified by the City and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon the date of redemption:
ITEM 12.1.
ATTACHMENT 2
A-3
Redemption Dates Redemption
Price
Interest Payment Dates through and including March 1, ____ 103% September 1, ____ and March 1, ____ 102
September 1, ____ and March 1, ____ 101
September 1, ____ and Interest Payment Dates thereafter 100
The proceeds of any such prepayment shall be deposited in the Prepayment Account of the Bond Fund and applied by the Fiscal Agent to pay the redemption price of the Bonds.
The Term Bonds maturing September 1, ____ and September 1, ____ are subject to mandatory sinking payment redemption in part on September 1, ____ and September 1, ____, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:
September 1, ____ Term Bonds
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
September 1, ____ Term Bonds
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
The amounts in the foregoing tables shall be reduced pro rata at the direction of the City in an Officer’s Certificate, in order to maintain substantially uniform debt service, as a result of any prior partial redemption of the Bonds.
Notice of redemption with respect to the Bonds to be redeemed shall be given to the Owners thereof, in the manner, to the extent and subject to the provisions of the Agreement.
This Bond shall be registered in the name of the Owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon.
No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption pr emium shall be ITEM 12.1.
ATTACHMENT 2
A-4
payable only to the registered owner or to such Owner’s order. The Fiscal Agent shall require the Owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) w ithin 15 days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.
The Agreement and the rights and obligations of the City thereunder may be modified or amended as set forth therein. The principal of the Bonds is not subject to acceleration upon a default under the Agreement or any other document.
This Bond shall not become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been dated and manually signed by the Fiscal Agent.
It is hereby certified, recited and declared that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the City, does not exceed any debt limit prescribed by the laws or Constitution of the State of California.
Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Fiscal Agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an in terest herein.
ITEM 12.1.
ATTACHMENT 2
A-5
IN WITNESS WHEREOF, the City of Rancho Cordova has caused this Bond to be executed in its name by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk.
CITY RANCHO CORDOVA
By:
Mayor
Attested:
By:
City Clerk
FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and the Agreement.
Dated: _____________, 2024
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION,
as Fiscal Agent
By:
Authorized Officer
ITEM 12.1.
ATTACHMENT 2
A-6
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer unto
(Name, address and Tax Identification Number of Assignee)
the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney,
to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises.
Dated: ________________
Signature Guaranteed:
NOTE: Signature(s) must be guaranteed by an eligible
guarantor institution with membership in an approved
signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17A(d)15.
NOTE: The signature(s) on this Assignment must
correspond with the name(s) as written on the face
of the within Bond in every particular without
alteration or enlargement or any change whatsoever.
ITEM 12.1.
ATTACHMENT 2
Jones Hall Draft 12.5.23
FUNDING, CONSTRUCTION AND ACQUISITION AGREEMENT
Dated as of ______ 1, 2024
by and between
CITY OF RANCHO CORDOVA
and
LENNAR HOMES OF CALIFORNIA
RELATIVE TO THE
CITY OF RANCHO CORDOVA
GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO. 2023-1
ITEM 12.1.
ATTACHMENT 3
This FUNDING, CONSTRUCTION AND ACQUISITION AGREEMENT (this “Agreement”) is entered into as of ______ 1, 2024, by and between the CITY OF RANCHO CORDOVA, a municipal corporation and general law city existing under the laws of the State of California (the “City”), and LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company (“Developer”).
RECITALS
WHEREAS, the City Council of the City (the “City Council”) has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), to (i) establish the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023- 1 (the “District”), (ii) designate within the District, “Improvement Area No. 1 of the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1” (“Improvement Area No. 1 ”), and (iii) establish a “City of Rancho Cordova Grantline 220 Community Facilities District No. 2023- 1 (Future Annexation Area)” for the District (the “Future Annexation Area”);
WHEREAS, land currently in the District and anticipated to annex from the Future Annexation Area in the future relates to the proposed development within the City commonly known as “Grantline 220” (the “Property”) owned by, or under option to, the Developer, and the District has been formed for the purpose of paying costs for certain public facilities and fees which are necessary to the development of the Property;
WHEREAS, the County of Sacramento approved the Specific Plan for the development of the Property (and properties owned by others) (the “ Specific Plan”), the Developer proposes to construct improvements and to pay certain fees which will fund improvements to the portion of the Specific Plan that includes the Property (the development of such portion of the Specific Plan is defined herein as the “Project”) as required by the Project Approvals (as defined below). The Specific Plan sets forth a comprehensive la nd use plan and establishes detailed regulations, conditions and programs for development of the property that includes the Property, the City approved tentative subdivision maps for the Project and final subdivision maps for portions of the Project, and the Specific Plan, the tentative subdivision maps, including conditions of approval, and other existing and subsequent approvals granted by City and agreements between Developer and City in implementation of the Project, as the same may be amended from time to time, including amendments thereto (these documents are herein collectively referred to as the “Project Approvals”);
WHEREAS, Section 53313.5 of the Act provides that a community facilities district may finance the construction and acquisition of facilities constructed after the adoption of the resolution of formation establishing the community facilities district if the facilities have been constructed as if they had been constructed under the direction and supervision, or under the authority of, the local agency whose governing body is conducting proceedings for the establishment of the district; and
WHEREAS, the purpose of this Agreement is to provide for the acquisition of certain public facilities serving development of the Project to be financed in whole or in part by the District, including payment of certain fees to fund such public facilities, using proceeds from issuance and sale of bonds for the District to finance the design and acquisition of such public facilities and expenses incidental thereto and to provide the terms of any reimbursement to Developer.
ITEM 12.1.
ATTACHMENT 3