Item 01 2025-00350 Professional Services Agreements for Appraisal and Appraisal Review Services — Sacramento City Council, February 11, 2025 (part 1 of 2)

City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2025-00350 2/11/2025 Consent Item 1.

Professional Services Agreements for Appraisal and Appraisal Review Services File ID: 2025-00350
Location: Citywide
Recommendation: Pass a Motion authorizing the City Treasurer to enter into: 1) professional services agreements, each in an amount not to exceed $250,000, with four firms (BBG, Inc.; Blue- Top Valuation and Municipal Review; Integra Realty Resources; and Smith and Associates, Inc.) that will be eligible and authorized to perform appraisals and appraisal reviews in connection with land- secured bonds the City issues during fiscal years (FY) 2024/25 through 2028/29; and 2) addenda to the agreements as needed to define the specific scope of services and fees for each appraisal and appraisal review.

Contact: Claudia Lara, Debt Analyst, (916) 808-2267, [email protected]; Brian Wong, Debt Manager, (916) 808-5811, [email protected]; Office of the City Treasurer Presenter: None
Attachments:
1-Description/Analysis
2-Professional Service Agreement (BBG, Inc.)
3-Professional Service Agreement (Blue-Top Valuation and Municipal Review) 4-Professional Service Agreement (Integra Realty Resources) 5-Professional Service Agreement (Smith and Associates, Inc.) Description/Analysis
Issue Detail: The proposed action will allow the City Treasurer to provide the City with appraisals and appraisal reviews in connection with the City’s issuance of land-secured bonds for community facilities districts (CFDs) over the next five years.

Policy Considerations: The proposed action is consistent with the Sacramento City Code, Chapter

3.64 (Contracts for Professional Services).

Economic Impacts: None.

Environmental Considerations: The proposed action concerns administrative activities that will not have a significant effect on the environment and thus do not constitute a “project” subject to the California Environmental Quality Act. See California Code of Regulations, title 14, sections 15061(b) (3) and 15378(b)(2).

Page 1 of 2 ends

File ID: 2025-00350 2/11/2025 Consent Item 1.

Sustainability: Not applicable.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: From time to time, at the behest of a developer, the City forms a CFD to issue land-secured bonds that will finance the cost of public infrastructure and the payment of development fees that fund public infrastructure. Before issuing the bonds, the City must assess the viability of the developer’s project, which affects the marketability of the bonds. An independent professional appraiser is utilized by the City to determine the value of taxable property within a CFD (including an improvement area or tax zone) and developer funded and constructed improvements within a CFD. The City then compares the appraiser’s valuation of the taxable property and constructed improvements within the CFD to the CFD’s estimated total debt burden (inclusive of the CFD bonds) on taxable properties within the CFD to determine a value-to-lien ratio. State law requires the value-to-lien ratio of CFD bond financings to be at least 3:1 (inclusive of overlapping debt). City-specific parameters prior to the consideration of an issuance of CFD bonds are included in the City’s Debt Management Policy, most recently adopted by the City Council.

Financial Considerations: Executing the attached professional services agreements will enable the City to retain four independent appraisers: BBG, Inc.; Blue-Top Valuation and Municipal Review; Integra Realty Resources; and Smith and Associates, Inc. When an appraiser or appraisal reviewer is needed, the City Treasurer will select one of the firms and sign an addendum to the firm’s agreement specifying the scope of work and a not-to-exceed amount. Before work on the appraisal or appraisal review begins the City and a developer that desires CFD bonds to be issued will enter into an advance-funding agreement, which obligates the developer to pay all associated non-contingent expenses. Those non-contingent costs include the City’s costs related to all appraisal work.

Local Business Enterprise (LBE): The City Treasurer waived this requirement on January 15, 2025, because of the limited number of local firms with qualifications and experience appraising CFDs in accordance with California Debt and Investment Advisory Commission Appraisal Guidelines.

Page 2 of 2 ends

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 1 PROJECT NAME: District Appraiser and Appraisal Reviewer DEPARTMENT: Office of the City Treasurer
DIVISION: Debt Management
CITY OF SACRAMENTO
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made at Sacramento, California, as of January 1, 2025, by and between the CITY OF SACRAMENTO, a municipal corporation (the “CITY”), and BBG, Inc.
1708 Q Street
Sacramento, CA 95811
(the “CONTRACTOR”), who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, the CONTRACTOR shall provide to the CITY the services described in Exhibit A. The CONTRACTOR shall provide the services at the time, place, and in the manner specified in Exhibit A. The CONTRACTOR shall not be compensated for services outside the scope of Exhibit A unless prior to the commencement of the services (a) the CONTRACTOR notifies the CITY and the CITY agrees that the services are outside the scope of Exhibit A; (b) the CONTRACTOR estimates the additional compensation required for these additional services; and (c) the CITY, after notice, approves in writing a Supplemental Agreement specifying the additional services and amount of compensation therefor. The CITY shall have no obligations whatsoever under this Agreement or any Supplemental Agreement, unless and until this Agreement or any Supplemental Agreement is approved by the Sacramento City Manager or the City Manager’s authorized designee, or by the Sacramento City Council, as required by the Sacramento City Code.

2. Payment. The CITY shall pay the CONTRACTOR for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B. The payments specified in Exhibit B shall be the only payments to be made to the CONTRACTOR for the services rendered pursuant to this Agreement unless pursuant to Section 1, above, the CITY approves additional compensation for additional services. The CONTRACTOR shall submit all billings for services to the CITY in the manner specified in Exhibit B, or, if not specified in Exhibit B, according to the usual and customary procedures and practices that the CONTRACTOR uses for billing clients similar to the CITY.

3. Facilities and Equipment. Except as set forth in Exhibit C, the CONTRACTOR shall, at its sole cost and expense, furnish all facilities and equipment that may be required for the CONTRACTOR to perform services pursuant to this Agreement. The CITY shall furnish to the CONTRACTOR only the facilities and equipment listed in Exhibit C according to any terms and conditions set forth in Exhibit C.

4. General Provisions. The General Provisions set forth in Exhibit D, which include indemnity and insurance requirements, are part of this Agreement. In the event of any conflict between the General Provisions and any terms or conditions of any document prepared or provided by the CONTRACTOR and made a part of this Agreement, including without limitation any document

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 2 relating to the scope of services or payment therefor, the General Provisions shall control over those terms or conditions.

5. Non‐Discrimination in Employee Benefits. This Agreement is subject to the provisions of Sacramento City Code Chapter 3.54, Non‐Discrimination in Employee Benefits by City Contractors. The requirements of Sacramento City Code Chapter 3.54 are summarized in Exhibit E. The CONTRACTOR is required to sign the attached Declaration of Compliance (Equal Benefits Ordinance), to assure compliance with these requirements.

6. Authority. The person signing this Agreement for the CONTRACTOR represents and warrants that the CONTRACTOR is fully authorized to sign this Agreement on behalf of CONTRACTOR and to bind the CONTRACTOR to the performance of its obligations hereunder. The parties may sign this Agreement with electronic or digital signatures.

7. Exhibits. All exhibits referred to herein are attached hereto and are by this reference incorporated as if set forth fully herein.

Executed as of the day and year first above stated.

CITY OF SACRAMENTO

By:

John P. Colville Jr., City Treasurer

APPROVED AS TO FORM:

By:

Senior Deputy City Attorney

ATTEST:

By:

City Clerk
BBG, INC.

Federal I.D. No.: 47‐3942404
State I.D. No.:

City of Sacramento
Business Op. Tax Cert. No.: 1029400
Type of Business Entity: Corporation

By: _________________________________
Marc G. Nassif, Senior Managing Director

Attachments
Exhibit A Scope of Service
Exhibit B Fee Schedule/Manner of Payment
Exhibit C Facilities/Equipment
Provided
Exhibit D General Provisions
Exhibit E Non‐Discrimination in Employee Benefits
Exhibit F Form of Appraisal Review Template
Marc G. Nassif (Jan 7, 2025 13:06 EST)
Marc G. Nassif

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 3 Professional Services Agreement
City of Sacramento and BBG, Inc.

DECLARATION OF COMPLIANCE
with
EQUAL BENEFITS ORDINANCE
Name of Contractor: BBG, Inc.

Address: 1708 Q Street, Sacramento, CA 95811
The above‐named Contractor (the “CONTRACTOR”) hereby declares and agrees as follows:

1. The CONTRACTOR has read and understands the Requirements of the Non‐Discrimination in Employee Benefits Code (the “Requirements”) attached hereto as Exhibit E.

2. As a condition of receiving this Agreement, the CONTRACTOR agrees to fully comply with the Requirements, as well as any additional requirements that may be specified in the City of Sacramento’s Non‐Discrimination in Employee Benefits Code codified at Chapter 3.54 of the Sacramento City Code (the “Ordinance”).

3. The CONTRACTOR understands, to the extent that such benefits are not preempted or prohibited by federal or state law, employee benefits covered by the Ordinance are any of the following:
a. Bereavement Leave
b. Disability, life, and other types of insurance
c. Family medical leave
d. Health benefits
e. Membership or membership discounts
f. Moving expenses
g. Pension and retirement benefits
h. Vacation
i. Travel benefits
j. Any other benefit offered to employees
The CONTRACTOR agrees that if the CONTRACTOR offers any of the above‐listed employee benefits, the CONTRACTOR will offer those benefits, without discrimination between employees with spouses and employees with domestic partners, and without discrimination between the spouses and domestic partners of such employees.

4. The CONTRACTOR understands that it will not be considered to be discriminating in the provision or application of employee benefits under the following conditions or circumstances:
a. If the actual cost of providing a benefit to a domestic partner or spouse exceeds the cost of providing the same benefit to a spouse or domestic partner of an employee, the CONTRACTOR will not be required to provide the benefit, nor shall it be deemed discriminatory, if the CONTRACTOR requires the employee to pay the monetary difference in order to provide the benefit to the domestic partner or to the spouse.

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 4 b. If the CONTRACTOR is unable to provide a certain benefit, despite taking reasonable measures to do so, and if the CONTRACTOR provides the employee with a cash equivalent, then the CONTRACTOR will not be deemed to be discriminating in the application of that benefit.
c. If the CONTRACTOR provides employee benefits neither to employee’s spouses nor to employee’s domestic partners.
d. If the CONTRACTOR provides employee benefits to employees on a basis unrelated to marital or domestic partner status.
e. If the CONTRACTOR submits written evidence of making reasonable efforts to end discrimination in employee benefits by implementing policies that will be enacted before the first effective date after the first open enrollment process following the date this Agreement is executed by the City of Sacramento (the “City”). The CONTRACTOR understands that any delay in the implementation of such policies may not exceed one (1) year from the date this Agreement is executed by the City, and applies only to those employee benefits for which an open enrollment process is applicable. f. Until administrative steps can be taken to incorporate nondiscrimination in employee benefits. The time allotted for these administrative steps will apply only to those employee benefits for which administrative steps are necessary and may not exceed three (3) months from the date this Agreement is executed by the City. g. Until the expiration of a current collective bargaining agreement(s) if employee benefits are governed by such collective bargaining agreement(s). h. The CONTRACTOR takes all reasonable measures to end discrimination in employee benefits by either requesting that the union(s) involved agree to reopen the agreement(s) in order for the CONTRACTOR to take whatever steps are necessary to end discrimination in employee benefits or by ending discrimination in employee benefits without reopening the collective bargaining agreement(s). i. In the event the CONTRACTOR cannot end discrimination in employee benefits despite taking all reasonable measures to do so, the CONTRACTOR provides a cash equivalent to eligible employees for whom employee benefits are not available. Unless otherwise authorized in writing by the City Treasurer, the CONTRACTOR understands this cash equivalent must begin at the time the union(s) refuse to allow the collective bargaining agreement(s) to be reopened or not longer than three (3) months after the date this Agreement is executed by the City.

5. The CONTRACTOR understands that failure to comply with the provisions of Section 4(a) through 4(i), above, will subject the CONTRACTOR to possible suspension and/or termination of this Agreement for cause; repayment of any or all of the Agreement amount disbursed by the City; debarment for future agreements until all penalties and restitution have been paid in full and/or for up to two (2) years; and/or the imposition of a penalty, payable to the City, in the sum of $50.00 for each employee, for each calendar day during which the employee was discriminated against in violation of the provisions of the Ordinance.

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 5

6. The CONTRACTOR understands and agrees to provide notice to each current employee and, within ten (10) days of hire, to each new employee, of their rights under the Ordinance. The CONTRACTOR further agrees to maintain a copy of each such letter provided, in an appropriate file for inspection by authorized representatives of the City. The CONTRACTOR also agrees to prominently display a poster informing each employee of these rights.

7. The CONTRACTOR understands that the CONTRACTOR has the right to request a waiver of, or exemption from, the provisions of the Ordinance by submitting a written request to the City’s Procurement Services Division prior to Agreement award, which request shall identify the provision(s) of the Ordinance authorizing such waiver or exemption and the factual basis for such waiver or exemption. The City shall determine in its sole discretion whether to approve any such request.

8. The CONTRACTOR agrees to defend, indemnify and hold harmless, the City, its officers, employees and volunteers, against any claims, actions, damages, costs (including reasonable attorney fees), or other liabilities of any kind arising from any violation of the Requirements or of the Ordinance by the CONTRACTOR.

The undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct, and that he or she is authorized to bind the CONTRACTOR to the provisions of this Declaration of Compliance.

BBG, Inc.

By: ______________________________
Marc G. Nassif, Senior Managing Director

Marc G. Nassif (Jan 7, 2025 13:06 EST)
Marc G. Nassif

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 6 Professional Services Agreement
City of Sacramento and BBG, Inc.

EXHIBIT A
SCOPE OF SERVICES

1. Representatives.

The CITY Representative for this Agreement is:

Brian Wong, Debt Manager
Office of the City Treasurer
City of Sacramento
915 I Street, HCH, 3rd Floor
Sacramento, CA 95814
Email: [email protected]
Direct Telephone: (916) 808‐5811

All CONTRACTOR questions pertaining to this Agreement shall be referred to the CITY Representative or the Representative’s designee.

The CONTRACTOR Representatives for this Agreement are:

Marc G. Nassif, Senior Managing Director
BBG, Inc.
1708 Q Street
Sacramento, CA 95811
Email: [email protected]
Telephone: (248) 496‐6787

Scott Beebe, Senior Managing Director
BBG, Inc.
1981 N. Broadway, Suite 248
Walnut Creek, CA 94596
Email: [email protected]
Telephone: (925) 588‐7641
All CITY questions pertaining to this Agreement shall be referred to the CONTRACTOR Representatives. All correspondence to the CONTRACTOR shall be addressed to the address or e‐mail address set forth on page one of this Agreement. Unless otherwise provided in this Agreement, all correspondence to the CITY shall be addressed to the CITY Representatives.

2. Insurance. Insurance requirements are specified in Exhibit D, Section 11.

3. Conflict
of Interest Requirements.

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 7

A. Generally. Under the California Political Reform Act, Government Code § 81000 et seq., designated employees of the CITY are required to comply with the CITY’s Conflict of Interest Code. The term “designated employees” is a term of art and includes individuals who are working for contractors who are providing services or performing work for the CITY and who are considered to be “consultants” under the Political Reform Act. The term “consultant” generally includes individuals who make, or participate in making, governmental decisions or who serve in a staff capacity.

Individuals who perform work that is solely clerical, ministerial, manual, or secretarial are not “consultants.”

The CITY’s Conflict of Interest Code requires designated employees, including individuals who qualify as “consultants,” to file the following statements of economic interests:

(1) An “assuming office” statement of economic interests to be filed within 30 days after execution of the agreement between the City and the CONTRACTOR;

(2) Annual statements of economic interests while the agreement remains in effect, to be filed not later than April 30 of each year; and

(3) A “leaving office” statement of economic interests to be filed within 30 days of completion of the Agreement.

The above statements of economic interests are public records subject to public disclosure under the California Public Records Act.

The CITY’s Conflict of Interest Code also requires individuals who qualify as “consultants” under the Political Reform Act to comply with the conflict‐of‐interest provisions of the Political Reform Act, which generally prohibit individuals from making or participating in the making of decisions that will have a material financial effect on their economic interests.

B. Conflict of Interest Statements. The individual(s) who will provide services or perform work pursuant to this Agreement are “consultants” within the meaning of the Political Reform Act and the CITY’s Conflict of Interest Code: __ yes ___ no [check one]

If “yes” is checked above, the CONTRACTOR shall cause the following to occur within 30 days after execution of this Agreement:

(1) Identify the individuals who will provide services or perform work under this Agreement as “consultants”;

(2) Cause these individuals to file with the CITY Representative the “assuming office” statements of economic interests required by the
CITY’s Conflict of Interest
Code.

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 8 Thereafter, throughout the term of the Agreement, the CONTRACTOR shall cause these individuals to file with the CITY Representative annual statements of economic interests, and “leaving office” statements of economic interests, as required by the CITY’s Conflict of Interest Code. The CITY may withhold all or a portion of any payment due under this Agreement until all required statements are filed.

4. Scope of Services. The CONTRACTOR shall provide the CITY with appraiser services and appraisal review services in connection with bonds the CITY issues for a community facilities district (“CFD”). These services include but are not limited to the following:

A. Appraiser Scope of Services. Subject to Section 4.C of this Exhibit A, the CONTRACTOR shall prepare a full real‐estate appraisal of the proposed CFD according to California Debt and Investment Advisory Commission’s Appraisal Standards for Land‐Secured Financings (the “CDIAC Standards”), the Uniform Standards of Professional Appraisal Practice (the “USPAP”), and this Section 4.A (the “Appraiser Services”). (1) Appraiser Services may involve varying levels of effort during the term of this Agreement. The need for Appraiser Services may not be continuous during the term, and there is the possibility that the CITY may require no services from the CONTRACTOR during the term.
(2) Appraiser Services include but are not limited to the following:
(a) Make a personal inspection of the subject properties, including, if applicable, all improvements, structures, appurtenances, or other elements of value thereon that are recognized appraisal standards.
(b) Relative to land use issues, contact and/or meet with the appropriate governmental agencies, or any other agency that the Appraiser believes would have jurisdiction over the land uses on the subject property. (c) Prepare a market value appraisal report, as defined in Standards 2 of USPAP, which will serve as a basis for determining value‐to‐lien ratios for the proposed CFD. Since properties within the district may be at various stages of development, distinct markets may exist within the proposed CFD. (d) Review the preliminary title report of properties within the CFD and/or condition of title as provided by the City of Sacramento. (e) In addition to those requirements set forth in the CDIAC and USPAP standards, please ensure that the report contains the following:
(f) A statement of all factors taken into consideration by the Appraiser believed to influence, either favorably or unfavorably, the bulk market value of properties in the subject area; together with a statement concerning the activity of the real estate market in the immediate and surrounding area during the past few years and the statement of current market conditions.

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 9 (g) A statement as to whether or not the properties or any portion of the properties subject to special taxes; the nature, amount and number of years during which payments must be made.
(h) A statement showing all recent sales (within three years) of the property appraised and a statement of all sales of comparable property which the appraiser has taken into consideration in estimating the retail and bulk market value of the subject properties. The statement covering sales of comparables shall state the factors of comparability and shall set forth, among other items, the names of the grantee, a description of the property and its condition, date of transfer, price and terms, place of recording the transfer, a map or diagram or other information indicating the location of such sales in relation to the subject property, a photograph, and the name(s) of confirming properties with date of confirmation.
(3) The City will contact the Appraiser regarding a specific task or project. At such time, the Appraiser shall submit a written proposal for the scope of services to be performed related to the specific task or project. If the City and Appraiser agree on the proposed scope of services and on the Appraiser’s compensation and timing of deliverables, the City will issue a written Notice to Proceed (“Notice”). The format of the Notice should be at the discretion of the City. (4) The City shall have no obligation whatsoever under the Agreement with respect to any costs incurred by the Appraiser for services other than services authorized by the City pursuant to a written Notice to Proceed.

B. Appraisal Reviewer Scope of Services. Subject to Section 4.C of this Exhibit A, CONTRACTOR shall perform a thorough review of the appraisal report prepared by the appraiser for a CFD and prepare for the CITY an independent written summary opinion regarding the methodology, completeness, and precision of the appraisal according to the CDIAC Standards and the USPAP (“Appraisal‐Review Services”). (1) Provide input, guidance, scheduling, and review of various aspects to insure timely delivery of the assignment.
(2) Address any questions throughout the process as it relates to absorption, appraisal policies, “best practices”, or specific and technical appraisal issues such as fee credits, and affordable housing.
(3) Participate in the appraisal review process to ensure compliance with the CDIAC Standards and USPAP.
(4) Review any discounted cash flow analysis or other utilized valuation methodology for reasonableness.
(5) Read, comment and review appraisal reports; including but not limited to:
(a) An inspection of the subject property and review of comparable properties or sales

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 10 (b) Study of the area included in the CFD or portion thereof, region, community, and neighborhood.
(c) Analyses of all appropriate data and arrive at value conclusions. (d) Independent tests of reasonableness, as may be necessary (sensitivity analysis of the discounted cash flow or other utilized valuation met). (e) Review of any third‐party studies used by the appraiser to assist with their analysis.
(f) Provide a USPAP Standard 3 Review for USPAP compliance. (g) If requested, provide in‐depth detailed reviews to the appraiser from 1st draft to final.
(6) Provide a written review report for the appraisal document in accordance with the minimum requirements shown in Exhibit F, presenting the findings relative to the criteria listed above. This review report shall be written in conformance with Standard 3 and reporting requirements of Standard 4 of USPAP. The City reserves the right to periodically update the Form of the Appraisal Review Template. (7) Upon the request of the City of Sacramento, the scope of work for the reviewer may include developing their own opinion of value. The development of the reviewer’s opinion of value shall be developed and written in conformance with Standard 3 and reporting requirements of Standard 4 of USPAP.

C. Addenda for Appraiser Services and Appraisal Review Services. (1) The CITY will contact the CONTRACTOR regarding Appraiser Services or Appraisal Review Services for a specific CFD, and the CONTRACTOR shall submit a written proposal for the Appraiser Services or Appraisal Review Services. The proposal must include the CONTRACTOR’s compensation. (2) For each specific assignment, the CITY Representative will issue an Addendum to this Agreement using the form set out in Attachment 1 to this Exhibit A.

Each Addendum is to describe in detail the services to be provided, specify the not‐to‐exceed dollar amount agreed to by the CITY Representative and the CONTRACTOR Representatives, specify the time of performance, and identify the funding source for the assignment. Addenda will be effective only when executed by the CITY and CONTRACTOR.
(3) The City has no obligation whatsoever under the Agreement with respect to any expenses the CONTRACTOR incurs for Appraiser Services or Appraisal Review Services other than Appraiser Services or Appraisal Review Services the CITY authorizes by issuing Addenda under this Section 4.C.

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 11

5. Time of Performance. CONTRACTOR shall provide the services described in each Addendum during the period, or in accordance with the schedule, set forth in the Addendum.

6. No City Obligation to Engage. This Agreement does not obligate the CITY to engage CONTRACTOR on any of the CITY’s financing or refinancing matters during the term of this Agreement. Instead, this Agreement puts in place the terms that will govern CONTRACTOR’s work on a CITY financing or refinancing matter should the CITY opt to issue an Addendum for the matter, as provided in Section 4 of this Exhibit A.

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 12 ATTACHMENT 1 TO EXHIBIT A

ADDENDUM TO PROFESSIONAL SERVICES AGREEMENT
City of Sacramento and BBG, Inc.

[Date]
City Agreement No. [                   ]
Addendum No. [      ]
Project Name: [                                                                            ] Scope of appraiser or appraisal reviewer services covered by this addendum:
[

]
CONTRACTOR’S total compensation for performing the scope of services described above is not to exceed [ ].

This addendum expires on the date CITY pays CONTRACTOR in full for the services.

CITY Funding Source: [ ] City of Sacramento
By: ______________________________
John P. Colville Jr., City Treasurer
Approved as to Form
Sacramento City Attorney
By: ______________________________
Senior Deputy City Attorney
Attest
Sacramento City Clerk

By: ______________________________
Signature
BBG, Inc.

By: ______________________________
Marc G. Nassif, Senior Managing Director

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 13 Professional Services Agreement
City of Sacramento and BBG, Inc.

EXHIBIT B
FEE SCHEDULE/MANNER OF PAYMENT

1. CONTRACTOR’s Compensation.

The CITY shall compensate the CONTRACTOR for the performance of services on a lump‐sum basis as set forth in the Addendum (Attachment 1). If the CONTRACTOR will be compensated for additional services, the following hourly rates apply, then those services should also be listed in the Addendum and be approved by the CITY:

TITLE HOURLY RATE
Senior Managing Director $225
Managing Director $195
Appraiser $145
Analyst $100
The following are the assumptions behind the typical fees:

A. Full documentation to Federal and State standards for all tasks B. No expert witness testimony
C. The actual costs may differ from task to task, but the overall budget will not exceed the “Total Budget” shown in the above spreadsheet
D. No coordination with State or Federal right‐of‐way departments other than listed in scope E. No significant severance‐damage analysis required for the appraisals. This fees also assume that no significant structures or improvements will be acquired other than those listed in the scope
F. Any external audit support will be billed on a time‐and‐material basis

2. CONTRACTOR’s Reimbursable Expenses. Reimbursable expenses are limited to actual expenditures of the CONTRACTOR for expenses that are necessary for the proper completion of the services and will be payable only if specifically authorized in advance by the CITY.

3. Maximum Compensation and Reimbursable Expenses. The total of all fees paid to the CONTRACTOR for the performance of all services under this Agreement (including Additional Services authorized under section 5 of this Exhibit B), plus all authorized Reimbursable Expenses, may not exceed $250,000 through the maximum term of this Agreement.

4. Payments to CONTRACTOR.

A. Payments to the CONTRACTOR shall be made within a reasonable time after receipt of CONTRACTOR’s invoice, in proportion to services performed or as otherwise specified in Exhibit B. The CONTRACTOR may request payment on a monthly basis. The CONTRACTOR shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of the CITY.

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 14 B. All invoices submitted by the CONTRACTOR shall contain the following information:
(1) Job Name
(2) Description of services billed under this invoice, and overall status of project (3) Date of Invoice Issuance
(4) Sequential Invoice Number
(5) CITY’s Purchase Order Number
(6) Total Amount
(7) Amount of this Invoice (Itemize all Reimbursable Expenses) (8) Total Billed to Date
(9) Total Remaining on this Agreement
C. Billings that do not conform to the format outlined above shall be returned to the CONTRACTOR for correction. The CITY shall not be responsible for delays in payment to the CONTRACTOR resulting from the CONTRACTOR’s failure to comply with the invoice format described above.

D. Requests for payment shall be sent to:

Brian Wong, Debt Manager
Office of the City Treasurer
City of Sacramento
915 I Street, HCH, 3rd Floor
Sacramento, CA 95814
Email: [email protected]

5. Additional Services. Additional Services are those services related to the scope of services of CONTRACTOR set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing the Additional Services is approved by the CITY in accordance with the CITY’s Supplemental Agreement procedures. The CITY reserves the right to perform any Additional Services with its own staff or to retain other contractors to perform the Additional Services.

6. Accounting Records of CONTRACTOR. During performance of this Agreement and for a period of three (3) years after completing all Services and Additional Services hereunder, the CONTRACTOR shall maintain all accounting and financial records related to this Agreement, including but not limited to records of the CONTRACTOR’s costs for all Services and Additional Services performed under this Agreement and records of the CONTRACTOR’s Reimbursable Expenses, in accordance with generally accepted accounting practices, and shall keep and make the records available for inspection and audit by representatives of the CITY upon reasonable written notice.

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 15 CITY for any claims, losses, costs, fees, liabilities, damages or injuries suffered by the CITY arising out of the CONTRACTOR’s breach of this Section 7.

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 16 Professional Services Agreement
City of Sacramento and BBG, Inc.

EXHIBIT C
FACILITIES AND EQUIPMENT TO BE PROVIDED BY CITY

CITY shall [check one]
__ Not furnish any facilities or equipment for this Agreement;

____ Furnish the following facilities or equipment for the Agreement [list, if applicable]:

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 17 Professional Services Agreement
City of Sacramento and BBG, Inc.

EXHIBIT D
GENERAL PROVISIONS

1. Independent Contractor.

A. It is understood and agreed that the CONTRACTOR (including the CONTRACTOR’s employees) is an independent contractor, and that no relationship of employer‐ employee exists between the parties hereto for any purpose whatsoever. Neither the CONTRACTOR nor the CONTRACTOR’s assigned personnel shall be entitled to any benefits payable to employees of the CITY. The CITY is not required to make any deductions or withholdings from the compensation payable to the CONTRACTOR under the provisions of this Agreement, and the CONTRACTOR shall be issued a Form 1099 for its services hereunder. As an independent contractor, the CONTRACTOR hereby agrees to indemnify and hold the CITY harmless from any and all claims that may be made against the CITY based upon any contention by any of the CONTRACTOR’s employees or by any third party, including but not limited to any state or federal agency, that an employer‐employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Agreement or by reason of the nature and/or performance of any Services under this Agreement. (As used in this Exhibit D, the term “Services” shall include Appraiser Services, Appraisal Review Services, and Additional Services as such terms are defined elsewhere in this Agreement.)
B. It is further understood and agreed by the parties hereto that the CONTRACTOR, in the performance of its obligations hereunder, is subject to the control and direction of the CITY as to the designation of tasks to be performed and the results to be accomplished under this Agreement, but not as to the means, methods, or sequence used by the CONTRACTOR for accomplishing such results. To the extent that the CONTRACTOR obtains permission to, and does, use CITY facilities, space, equipment or support services in the performance of this Agreement, this use shall be at the CONTRACTOR’s sole discretion based on the CONTRACTOR’s determination that such use will promote the CONTRACTOR’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Agreement, the CITY does not require that the CONTRACTOR use CITY facilities, equipment or support services or work in CITY locations in the performance of this Agreement.

C. If, in the performance of this Agreement, any third persons are employed by the CONTRACTOR, such persons shall be entirely and exclusively under the direction, supervision, and control of the CONTRACTOR. Except as may be specifically provided elsewhere in this Agreement, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by the CONTRACTOR. It is further understood and agreed that the CONTRACTOR shall issue W‐2 or 1099 Forms for income and employment tax purposes, for all of the CONTRACTOR’s assigned personnel and subcontractors.

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 18 D. The provisions of this Section 1 shall survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to create an exclusive relationship between the CITY and the CONTRACTOR. The CONTRACTOR may represent, perform services for, or be employed by such additional persons or companies as the CONTRACTOR sees fit provided that the CONTRACTOR does not violate the provisions of Section 5, below.

2. Licenses; Permits, Etc. The CONTRACTOR represents and warrants that it has all licenses, permits, City Business Operations Tax Certificate, qualifications, and approvals of whatsoever nature that are legally required for it to practice its profession or provide any services under the Agreement. The CONTRACTOR represents and warrants that it shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals that are legally required for it to practice its profession or provide such Services. Without limiting the generality of the foregoing, if the CONTRACTOR is an out‐of‐state corporation, then the CONTRACTOR warrants and represents that it possesses a valid certificate of qualification to transact business in the State of California issued by the California Secretary of State pursuant to Section 2105 of the California Corporations Code.

3. Time. The CONTRACTOR shall devote such time and effort to the performance of Services pursuant to this Agreement as is necessary for the satisfactory and timely performance of the CONTRACTOR’s obligations under this Agreement. Neither party shall be considered in default of this Agreement, to the extent that party’s performance is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party.

4. CONTRACTOR Not Agent. Except as the CITY may specify in writing, the CONTRACTOR and CONTRACTOR’s personnel shall have no authority, express or implied, to act on behalf of the CITY in any capacity whatsoever as an agent. The CONTRACTOR and its personnel shall have no authority, express or implied, to bind the CITY to any obligations whatsoever.

5. Conflicts of Interest. The CONTRACTOR covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, that would conflict in any manner with the interests of the CITY or that would in any way hinder the CONTRACTOR’s performance of Services under this Agreement. The CONTRACTOR further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor, without the written consent of the CITY. The CONTRACTOR agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the interests of the CITY at all times during the performance of this Agreement. If the CONTRACTOR is or employs a former officer or employee of the CITY, the CONTRACTOR and any such employee(s) shall comply with the provisions of Sacramento City Code Section

2.16.090 pertaining to appearances before the City Council or any CITY department, board, commission, or committee.

6. Confidentiality of CITY Information. During performance of this Agreement, the CONTRACTOR may gain access to and use CITY information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as “City Information”) that are valuable, special and unique assets of the CITY. The CONTRACTOR agrees to protect all City

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 19 Information and treat it as strictly confidential, and further agrees that the CONTRACTOR shall not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party without the prior written consent of CITY. In addition, the CONTRACTOR shall comply with all CITY policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30 and the City Information Security Policy. A violation by the CONTRACTOR of this Section 6 shall be a material violation of this Agreement and shall justify legal and/or equitable relief.

7. CONTRACTOR Information.

A. The CITY shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by the CONTRACTOR pursuant to this Agreement. In this Agreement, the term “information” shall be construed to mean and include any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. The CONTRACTOR shall not be responsible for any unauthorized modification or use of such information other than its intended purpose by the CITY.

B. The CONTRACTOR shall fully defend, indemnify and hold harmless the CITY, its officers and employees, and each and every one of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by the CONTRACTOR pursuant to this Agreement infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. The CITY shall make reasonable efforts to notify the CONTRACTOR not later than ten (10) days after the CITY is served with any such claim, action, lawsuit or other proceeding, provided that the CITY’s failure to provide such notice within such time period shall not relieve the CONTRACTOR of its obligations hereunder, which shall survive any termination or expiration of this Agreement.

C. All proprietary and other information received from the CONTRACTOR by the CITY, whether received in connection with the CONTRACTOR’s proposal to the CITY or in connection with any Services performed by the CONTRACTOR, will be disclosed upon receipt of a request for disclosure, pursuant to the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to the CITY, the CITY shall give notice to the CONTRACTOR of any request for the disclosure of such information. The CONTRACTOR shall then have five (5) days from the date it receives such notice to enter into an agreement with the CITY, satisfactory to the City Attorney, providing for the defense of, and complete indemnification and reimbursement for all costs (including the plaintiff’s attorney fees) incurred by the CITY in any legal action to compel the disclosure of such information under the California Public Records Act. The CONTRACTOR shall have sole responsibility for defense of the actual “trade secret” designation of such information.

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 20 D. The parties understand and agree that any failure by the CONTRACTOR to respond to the notice provided by the CITY and/or to enter into an agreement with the CITY, in accordance with the provisions of subsection 7.C, above, shall constitute a complete waiver by the CONTRACTOR of any rights regarding the information designated “trade secret” by the CONTRACTOR, and such information shall be disclosed by the CITY pursuant to applicable procedures required by the California Public Records Act.

8. Standard of Performance. The CONTRACTOR shall perform all Services required pursuant to this Agreement in the manner and according to the standards currently observed by a competent practitioner of the CONTRACTOR’s profession in California. All products of whatsoever nature that the CONTRACTOR delivers to the CITY pursuant to this Agreement shall be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in the CONTRACTOR’s profession, and shall be provided in accordance with any schedule of performance specified in Exhibit A. The CONTRACTOR shall assign only competent personnel to perform Services pursuant to this Agreement. The CONTRACTOR shall notify the CITY in writing of any changes in the CONTRACTOR’s staff assigned to perform the Services required under this Agreement, prior to any such performance. In the event that the CITY, at any time during the term of this Agreement, desires the removal of any person assigned by the CONTRACTOR to perform Services pursuant to this Agreement, because the CITY, in its sole discretion, determines that such person is not performing in accordance with the standards required herein, the CONTRACTOR shall remove such person immediately upon receiving notice from the CITY of the desire of the CITY for the removal of such person.

9. Term; Suspension; Termination.

A. This Agreement shall become effective on the date that it is approved by both parties, set forth on the first page of the Agreement (the “Effective Date”), and shall continue in effect until both parties have fully performed their respective obligations under this Agreement or until June 30, 2029, unless sooner terminated or extended as provided herein.

B. The CITY shall have the right at any time to temporarily suspend the CONTRACTOR’s performance hereunder, in whole or in part, by giving a written notice of suspension to the CONTRACTOR. If the CITY gives such notice of suspension, the CONTRACTOR shall immediately suspend its activities under this Agreement, as specified in such notice.

C. The CITY shall have the right to terminate this Agreement at any time by giving a written notice of termination to the CONTRACTOR. If the CITY gives such notice of termination, the CONTRACTOR shall immediately cease rendering Services pursuant to this Agreement. If the CITY terminates this Agreement:
(1) The CONTRACTOR shall, not later than five (5) days after such notice of termination, deliver to CITY copies of all information prepared pursuant to this Agreement.
(2) The CITY shall pay the CONTRACTOR the reasonable value of Services rendered by the CONTRACTOR prior to termination; provided, however, the CITY shall not

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 21 in any manner be liable for lost profits that might have been made by the CONTRACTOR had the Agreement not been terminated or had the CONTRACTOR completed the Services required by this Agreement. In this regard, the CONTRACTOR shall furnish to the CITY such financial information as in the judgment of the CITY is necessary for the CITY to determine the reasonable value of the Services rendered by the CONTRACTOR. The foregoing is cumulative and does not affect any right or remedy that the CITY may have in law or equity.

10. Indemnity.

A. Indemnity. The CONTRACTOR shall defend, hold harmless and indemnify the CITY, its officers and employees, and each and every one of them, from and against any and all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, costs and expenses of every type and description, including, but not limited to, any fees and/or costs reasonably incurred by the CITY’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), including but not limited to Liabilities arising from personal injury or death, damage to personal, real or intellectual property or the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Agreement by the CONTRACTOR, any sub‐consultant, subcontractor or agent, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, whether or not (i) such Liabilities are caused in part by a party indemnified hereunder or (ii) such Liabilities are litigated, settled or reduced to judgment; provided that the foregoing indemnity does not apply to liability for any damage or expense for death or bodily injury to persons or damage to property to the extent arising from the sole negligence or willful misconduct of the CITY, its agents, servants, or independent contractors who are directly responsible to the CITY, except when such agents, servants, or independent contractors are under the direct supervision and control of the CONTRACTOR.

B. Insurance Policies; Intellectual Property Claims. The existence or acceptance by the CITY of any of the insurance policies or coverages described in this Agreement shall not affect or limit any of the CITY’s rights under this Section 10, nor shall the limits of such insurance limit the liability of the CONTRACTOR hereunder. This Section 10 shall not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of Section 7.B., above. The provisions of this Section 10 shall survive any expiration or termination of this Agreement.

11. Insurance Requirements. During the entire term of this Agreement, the CONTRACTOR shall maintain the insurance coverage described in this Section 11.

Full compensation for all premiums that the CONTRACTOR is required to pay for the insurance coverage described herein shall be included in the compensation specified for the Services provided by CONTRACTOR under this Agreement. No additional compensation will be provided for the CONTRACTOR’S insurance premiums.

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 22 If the CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown below, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.

It is understood and agreed by the CONTRACTOR that its liability to the CITY shall not in any way be limited to or affected by the amount of insurance coverage required or carried by the CONTRACTOR in connection with this Agreement.

A. General Liability Minimum Scope and Limits of Insurance Coverage. Commercial General Liability Insurance providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the CONTRACTOR, its sub‐consultants, and subcontractors, products and completed operations of the CONTRACTOR, its sub‐consultants, and subcontractors, and premises owned, leased, or used by the CONTRACTOR, its sub‐consultants, and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy. If a general aggregate limit applies, either the general aggregate limit shall apply separately (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

The CITY, its officials, employees, and volunteers shall be covered by policy terms or endorsement as additional insureds as respects to general liability arising out of:
activities performed by or on behalf of the CONTRACTOR, its sub‐consultants, and subcontractors; products and completed operations of the CONTRACTOR, its sub‐ consultants, and subcontractors; and premises owned, leased, or used by the CONTRACTOR, its sub‐consultants, and subcontractors.

B. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)

___ Automobile Liability Insurance is required providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non‐owned and/or hired autos as appropriate to the operations of the CONTRACTOR.

The CITY, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects to auto liability.

_N/A_ No automobile liability insurance is required, and by signing this Agreement, CONTRACTOR certifies as follows:

“CONTRACTOR certifies that a motor vehicle will not be used in the performance of any work or services under this agreement. If, however, the CONTRACTOR does transport items under this Agreement, or this Agreement is amended to require any employees of

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 23 the CONTRACTOR to use a vehicle to perform services under the Agreement, the CONTRACTOR understands that it must maintain and provide evidence of automobile liability insurance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non‐owned and/or hired autos as appropriate to the operations of the CONTRACTOR.”

C. Umbrella or Excess Policies.

(1) CONTRACTOR may use Umbrella or Excess policies to provide the liability limits as required. This form of insurance will be acceptable provided that the Primary and Umbrella or Excess Policies shall provide all of the insurance coverage required, including but not limited to primary and non‐contributory, additional insured, Self‐Insured Retentions (SIRs), indemnity, and defense obligations.

Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided in the underlying primary policy.
(2) Any Umbrella or Excess insurance shall contain, or be endorsed to contain, a provision that it shall apply on a primary basis for the benefit of the CITY, and any insurance or self‐insurance maintained by the CITY, its officials, employees, or volunteers shall be in excess of such umbrella or excess coverage and shall not contribute with it. No insurance policies maintained by the CITY, whether Primary or Excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the CONTRACTOR’S Primary and Excess liability policies are exhausted.

D. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)
____ Workers’ Compensation Insurance is required with statutory limits and Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers' Compensation policy shall include a waiver of subrogation in favor of the CITY. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from an insurer.

_N/A_ No work or services will be performed on or at CITY facilities or CITY property. Therefore, a Workers’ Compensation waiver of subrogation in favor of the CITY is not required.

_N/A_ No Workers’ Compensation insurance is required, and by signing this Agreement, CONTRACTOR certifies as follows:

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 24 “CONTRACTOR certifies that its business has no employees, and that it does not employ anyone, and is therefore exempt from the legal requirements to provide Workers' Compensation insurance. If, however, the CONTRACTOR hires any employee during the term of this Agreement, the CONTRACTOR understands that Workers’ Compensation with statutory limits and Employer’s Liability Insurance with a limit of not less than one million dollars ($1,000,000) is required. The Workers’ Compensation policy will include a waiver of subrogation in favor of the CITY.”

E. Professional Liability Minimum Scope and Limits of Insurance Coverage. Professional Liability Insurance providing coverage on a claims‐made basis for errors and omissions, or malpractice with limits of not less than one million dollars ($1,000,000):
__ Is ____ Is not [check one] required for this Agreement.

If Professional Liability insurance is required:
(1) The retroactive date must be shown and must be before the date of the contract or the beginning of contract work.
(2) Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after completion of the contract. (3) If coverage is canceled or non‐renewed, and not replaced with another claims‐made policy form with a Retroactive Date prior to the Agreement effective date, the CONTRACTOR must purchase “extended reporting” coverage for a minimum of three (3) years after completion of contract work.

F. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions:
(1) CONTRACTOR’S insurance coverage, including excess insurance, shall be primary and non‐contributory insurance as respects to the CITY, its officials, employees, and volunteers. Any insurance or self‐insurance maintained by the CITY, its officials, employees, or volunteers shall be in excess of the CONTRACTOR’S insurance and shall not contribute with it.
(2) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CITY, its officials, employees, or volunteers. (3) Coverage shall state that the CONTRACTOR’S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
(4) The CITY will be provided with thirty (30) days written notice of cancellation or material change in the policy language or terms.

G. Waiver of Subrogation. CONTRACTOR hereby grants to the CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against the CITY by virtue

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 25 of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.

H. Acceptability of Insurance. Insurance shall be obtained from insurers with an A.M. Best credit rating of not less than A and a financial size category of not less than VI. Self‐ insured retentions, policy terms or other variations that do not comply with the requirements of this Section 11 must be declared to and approved by the CITY in writing prior to execution of this Agreement.

I. Verification of Coverage
(1) CONTRACTOR shall furnish the CITY with certificates and required endorsements evidencing the insurance required. The certificates and endorsements shall be forwarded to the CITY representative named in Exhibit A. Copies of policies shall be delivered to the CITY on demand.
(2) During the term of this Agreement, CONTRACTOR shall send insurance certificates and endorsements, including policy renewals, directly to:

City of Sacramento
c/o EXIGIS LLC
P.O. Box 947
Murrieta, CA 92564

Insurance certificates also may be e‐mailed to:
[email protected]
(3) Certificate Holder must be listed as:

City of Sacramento
c/o Exigis LLC
PO Box 947
Murrieta, CA 92564
(4) The CITY may withdraw its offer of contract or cancel this Agreement if the certificates of insurance and endorsements required have not been provided prior to execution of this Agreement. The CITY may withhold payments to CONTRACTOR or cancel this Agreement if the insurance is canceled or CONTRACTOR otherwise ceases to be insured as required herein.

J. Subcontractors. CONTRACTOR shall require and verify that all sub‐consultants and subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit D.

12. Equal Employment Opportunity. During the performance of this Agreement, the CONTRACTOR, for itself, its assignees and successors in interest, agrees as follows:

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 26 A. Compliance with Regulations. The CONTRACTOR shall comply with the Executive Order 11246 entitled “Equal Opportunity in Federal Employment”, as amended by Executive Orders 11375 and 12086, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), hereinafter collectively referred to as the “Regulations.” B. Nondiscrimination. The CONTRACTOR, with regards to the work performed by it after award and prior to completion of the work pursuant to this Agreement, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. The CONTRACTOR shall not participate either directly or indirectly in discrimination prohibited by the Regulations.

C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment. In all solicitations either by competitive bidding or negotiations made by the CONTRACTOR for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by the CONTRACTOR of the CONTRACTOR’s obligation under this Agreement and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation.

D. Information and Reports. The CONTRACTOR shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the CITY to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the CONTRACTOR is in the exclusive possession of another who fails or refuses to furnish this information, the CONTRACTOR shall so certify to the CITY, and shall set forth what efforts it has made to obtain the information.

E. Sanctions for Noncompliance. In the event of noncompliance by the CONTRACTOR with the nondiscrimination provisions of this Agreement, the CITY shall impose such sanctions as it may determine to be appropriate including, but not limited to the following:
(1) Withholding of payments to the CONTRACTOR under this Agreement until the CONTRACTOR complies; and
(2) Cancellation, termination, or suspension of the Agreement, in whole or in part.

F. Incorporation of Provisions. The CONTRACTOR shall include the provisions of subsections 12.A through 12.E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The CONTRACTOR shall take such action with respect to any subcontract or procurement as the CITY may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that in the event the CONTRACTOR becomes involved in, or is threatened with, litigation

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 27 with a subcontractor or supplier as a result of such direction, the CONTRACTOR may request CITY to enter such litigation to protect the interests of CITY.

13. Entire Agreement. This document, including all exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. No alteration to the terms of this Agreement shall be valid unless approved in writing by the CONTRACTOR, and by the CITY, in accordance with applicable provisions of the Sacramento City Code.

14. Severability. If any portion of this Agreement or the application thereof to any person or circumstance shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

15. Waiver. Neither the CITY’s acceptance of, or payment for, any Service or Additional Service performed by the CONTRACTOR, nor any waiver by either party of any default, breach or condition precedent, shall be construed as a waiver of any provision of this Agreement, nor as a waiver of any other default, breach or condition precedent or any other right hereunder.

16. Enforcement of Agreement. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of California. Venue of any litigation arising out of or connected with this Agreement shall lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

17. Assignment Prohibited. The expertise and experience of the CONTRACTOR are material considerations for the completion of Services and Additional Services associated with this Agreement. The CITY has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on the CONTRACTOR under this Agreement.

In recognition of this interest, the CONTRACTOR shall not assign any right or obligation pursuant to this Agreement without the written consent of the CITY. Any attempted or purported assignment without the CITY’s written consent shall be void and of no effect.

18. Binding Effect. This Agreement shall be binding on the heirs, executors, administrators, successors, and assigns of the parties, subject to the provisions of Section 17, above.

19. Use Tax Requirements. During the performance of this Agreement, the CONTRACTOR, for itself, its assignees and successors in interest, agrees as follows:

A. Use Tax Direct Payment Permit. For all leases and purchases of materials, equipment, supplies, or other tangible personal property used to perform the Agreement and shipped from outside California, the Contractor and any subcontractors leasing or purchasing such materials, equipment, supplies or other tangible personal property shall obtain a Use Tax Direct Payment Permit from the California Department of Tax and Fee Administration (“CDTFA”) in accordance with the applicable CDTFA criteria and requirements.

B. Sellers Permit. Not Applicable.

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 28 C. The above provisions shall apply in all instances unless prohibited by the funding source for the Agreement.

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 29 Professional Services Agreement
City of Sacramento and BBG, Inc.

EXHIBIT E
REQUIREMENTS OF THE NON‐DISCRIMINATION IN EMPLOYEE BENEFITS CODE

INTRODUCTION
The Sacramento Non‐Discrimination in Employee Benefits Code (the “Ordinance”), codified as Sacramento City Code Chapter 3.54, prohibits City contractors from discriminating in the provision of employee benefits between employees with spouses and employees with domestic partners, and between the spouses and domestic partners of employees.

APPLICATION
The provisions of the Ordinance apply to any contract or agreement (as defined below), between a Contractor and the City of Sacramento, in an amount exceeding $250,000.00. The Ordinance applies to that portion of a contractor’s operations that occur (i) within the City of Sacramento; (ii) on real property outside the City of Sacramento if the property is owned by the City or if the City has a right to occupy the property; or (iii) at any location where a significant amount of work related to a City contract is being performed.

The Ordinance does not apply to subcontractors or subcontracts of any Contractor or contractors; to transactions entered into pursuant to cooperative purchasing agreements approved by the Sacramento City Council; to legal contracts of other governmental jurisdictions or public agencies without separate competitive bidding by the City; where the requirements of the ordinance will
violate or are inconsistent with the terms or conditions of a grant, subvention or agreement with a public agency or the instructions of an authorized representative of any such agency with respect to any such grant, subvention or agreement; to permits for excavation or street construction; or to agreements for the use of City right‐of‐way where a contracting utility has the power of eminent domain.

DEFINITIONS
As set forth in the Ordinance, the following definitions apply:

“Contract” means an agreement for public works or improvements to be performed, or for goods or services to be
purchased or grants to be provided, at the expense of the City or to be paid out of moneys deposited in the treasury or out of the trust money under the control or collected by the City. “Contract” also means a written agreement for the exclusive use (“exclusive use” means the right to use or occupy real property to the exclusion of others, other than the right reserved by the fee owner) or occupancy of real property for a term exceeding 29 days in any calendar year, whether by singular or cumulative instrument, (i) for the operation or use by others of real property owned or controlled by the City for the operation of a business, social, or other establishment or organization, including leases, concessions, franchises and easements, or (ii) for the City’s use or occupancy of real property owned by others, including leases, concessions, franchises and easements.

“Contract” shall not include
a revocable at‐will use or encroachment permit for the use of or encroachment on City property regardless of the ultimate duration of such permit; excavation, street

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 30 construction or street use permits; agreements for the use of City right‐of‐way where a contracting utility has the power of eminent domain; or agreements governing the use of City property that constitute a public forum for activities that are primarily for the purpose of espousing or advocating causes or ideas and that are generally protected by the First Amendment to the United States Constitution or that are primarily recreational in nature.

“Contractor” means any person or persons, firm partnership or corporation, company, or combination thereof, that enters into a Contract with the City. “Contractor” does not include a public entity.

“Domestic Partner” means any person who has a currently registered domestic partnership with a governmental entity pursuant to state or local law authorizing the registration.

“Employee Benefits” means bereavement leave; disability, life, and other types of insurance; family medical leave; health benefits; membership or membership discounts; moving expenses; pension and retirement benefits; vacation; travel benefits; and any other benefit given to employees. “Employee benefits” shall not include benefits to the extent that the application of the requirements of this chapter to such benefits may be preempted by federal or state.

CONTRACTOR’S OBLIGATION TO PROVIDE THE CITY WITH DOCUMENTATION AND INFORMATION

The Contractor shall provide the City with documentation and information verifying its compliance with the requirements of the Ordinance within ten (10) days of receipt of a request from the City.

Contractors shall keep accurate payroll records, showing, for each City Contract, the employee’s name,
address, Social Security number, work classification, straight time pay rate, overtime pay rate, overtime hours worked, status and exemptions, and benefits for each day and pay period that the employee works on the City Contract. Each request for payroll records shall be accompanied by an affidavit to be completed and returned by the Contractor, as stated, attesting that the information contained in the payroll records is true and correct, and that the Contractor has complied with the requirements of the Ordinance. A violation of the Ordinance or noncompliance with the requirements of the Ordinance shall constitute a breach of contract.

EMPLOYER COMPLIANCE CERTIFICATE AND NOTICE REQUIREMENTS (a) All contractors seeking a Contract subject to the Ordinance shall submit a completed Declaration of Compliance Form, signed by an authorized representative, with each proposal, bid or application. The Declaration of Compliance shall be made a part of the executed contract, and will be made available for public inspection and copying during regular business hours.
(b) The Contractor shall give each existing employee working directing on a City contract, and (at the time of hire), each new employee, a copy of the notification provided as Attachment “A.” (c) Contractor shall post, in a place visible to all employees, a copy of the notice provided as Attachment “B.”

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 31 Attachment A

YOUR RIGHTS UNDER THE CITY OF SACRAMENTO’S NON‐DISCRIMINATION IN EMPLOYEE BENEFITS CODE On ……………….. (date), your employer (the “Employer”) entered into a contract with the City of Sacramento (the “City”) for ………………………….. (contract details), and as a condition of that contract, agreed to abide by the requirements of the City’s Non‐Discrimination in Employee Benefits Code (Sacramento City Code Chapter 3.54).

The Ordinance does not require the Employer to provide employee benefits. The Ordinance does require that if certain employee benefits are provided by the Employer, that those benefits be provided without discrimination between employees with spouses and employees with domestic partners, and without discrimination between the spouse or domestic partner of employees.

The Ordinance covers any employee working on the specific contract referenced above, but only for the period of time while those employees are actually working on this specific contract.

The included employee benefits are:
 Bereavement leave
 Disability, life, and other types of insurance
 Family medical leave
 Health benefits
 Membership or membership discounts
 Moving expenses
 Pension and retirement benefits
 Vacation
 Travel benefits
 Any other benefits given to employees
(Employee Benefits does not include benefits that may be preempted by federal or state law.) If you feel you have been discriminated or retaliated against by your employer in the terms and conditions of your application for employment, or in your employment, or in the application of these employee benefits, because of your status as an applicant or as an employee protected by the Ordinance, or because you reported a violation of the Ordinance, and after having exhausted all remedies with your employer, then you may . . .  Submit a written complaint to the City of Sacramento, Contract Services Unit, containing the details of the alleged violation. The address is:

City of Sacramento
Procurement Services Division
915 I Street, New City Hall 2nd Floor
Sacramento, CA 95814
 Bring an action in the appropriate division of the Superior Court of the State of California against the Employer and obtain the following remedies:
 Reinstatement, injunctive relief, compensatory damages and punitive damages  Reasonable attorney’s fees and costs

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 32 Attachment B

YOUR RIGHTS UNDER THE CITY OF SACRAMENTO’S NON‐DISCRIMINATION IN EMPLOYEE BENEFITS CODE

If your employer provides employee benefits, they must be provided to those employees working on a City of Sacramento contract without discriminating between employees with spouses and employees with domestic partners.

The included employee benefits are:
 Bereavement leave       Moving expenses
 Disability, life and other types of insurance  Pension and retirement benefits  Family medical leave       Vacation
 Health benefits          Travel benefits
 Membership or membership discounts    Any other benefits given to employees

If you feel you have been discriminated against by your employer, then you may . . .

 Submit a written complaint to the City of Sacramento, Contract Services Unit, containing the details of the alleged violation. The address is:

City of Sacramento
Procurement Services Division
915 I Street, New City Hall, 2nd Floor
Sacramento, CA 95814

 Bring an action in the appropriate division of the Superior Court of the State of California against the employer and obtain reinstatement, injunctive relief, compensatory damages, punitive damages and reasonable attorney’s fees and costs.

Discrimination and Retaliation Prohibited.

If you feel you have been discriminated or retaliated against by your employer in the terms and conditions of your application for employment, or in your employment, because of your status as an applicant or as an employee protected by the Ordinance, or because you reported a violation of this Ordinance, then you may also . . .

Submit a written complaint to the City of Sacramento, Contract Services Unit, at the same address, containing the details of the alleged violation.

Address 1 T Office Phone
Office Name Address 2 F Office Fax
Address 3 Office Email

Appraisal Review of:

______ Appraisal of ___________
Community Facilities District No. _______
Address
Sacramento, California
Prepared For:

Mr./Ms.

City of Sacramento
915 I Street, New City Hall, Second Floor
Sacramento, CA 95814
Effective Date of the Review:

Date

Company website:

Mr. / Ms.

City of Sacramento
Date

Page 2 ends

Dear Mr./Ms.:
(Name of Firm) is pleased to provide this completed appraisal review of the appraisal report prepared by ________________, MAI of (Name of Firm), pertaining to the _________ Community Facilities District No. ____‐__ (Improvements) or commonly referred to as “the
CFD.” The appraisal report date is ___________, with a date of value of ______,_____. The attached review report incorporates by reference the entire appraisal (___ pages, including the Addenda), referred to herein as “the Report”.

The purpose of the attached appraisal review is to provide my opinion as to the completeness,
accuracy, adequacy, relevance, and reasonableness of salient aspects of the written appraisal report in compliance with Review Standards 3 and 4 of the Uniform Standards of Professional Appraisal Practice (USPAP 2024). I assessed the appraisal’s compliance with Standards 1 and 2 of the USPAP and the Appraisal Standards for Land Secured Financing, published by the California Debt and Investment Advisory Commission (CDIAC).

Summary Observations and Conclusions
After my review of the Report, it is my opinion the report under review complies with Standards 1 and 2 of USPAP and the appraisal regulations issued in connection with CDIAC.

Furthermore, the market value opinions are consistent with the relevant market conditions and the market data presented in the report as of the date of value.

My opinions are summarized as follows:

 The material under review is complete.

 The data used is adequate and relevant.

 The methods and techniques used are appropriate.

 The value opinions stated in the Report are adequately supported and are credible, given the data and analyses presented. However, I express no opinions of value of the subject property.

 In my judgment, the Report complies with the Uniform Standards of Professional Appraisal Practice.

I limited my review work solely to a review of the Report. I did not gather any substantial additional data. I inspected the subject property on ________, 20__, including the market Mr. / Ms.

City of Sacramento
Date

Page 3 ends

data. Furthermore, I did not complete any independent verification of the market data or market information.

Thank you for the opportunity to provide this appraisal review. Please contact me should you have questions.

Respectfully submitted,

Firm Name

_______________, MAI [or AI‐GRS]
California Certified General Real Estate
Appraiser License No.:

Telephone:

Email:

TABLE OF CONTENTS

TRANSMITTAL LETTER

TABLE OF CONTENTS

INTRODUCTION

Reviewer Identification 1
Client and Intended Users of the Review 1
Intended Use and Purpose of the Review 1
Appraisers 2
Subject Property Identification 2
Appraisal Report Information and Conclusions 4
Scope of Work 5

APPRAISAL REVIEW

Introduction
and Factual Descriptions 6
Subject Property Descriptions 7
Market Analysis and Highest and Best Use 7
Valuation Methodology 8
Cost Approach 9
Sales Comparison Approach 10
Income Capitalization Approach 12
Reconciliation, Final Value Conclusion & Insurable Replacement Cost 16 Additional USPAP and CDIAC Reporting Requirements 16

APPENDIX

A – Assumptions and Limiting Conditions
B – Extraordinary Assumptions and Hypothetical Conditions C – Certification Statement
D – Qualifications of Reviewer

1 INTRODUCTION

REVIEWER IDENTIFICATION

Company: Firm Name

Reviewer:

California Certified General Real Estate Appraiser #
Expires
Telephone:

Email:

Date of Review: _______ __. ____

CLIENT AND INTENDED USERS
OF THE REVIEW

Review Client: Mr./Ms._____________, City of Sacramento

Review Intended Users: City of Sacramento, CFD finance team and prospective CFD
bond investors. No other users are intended.

INTENDED USE AND PURPOSE
OF THE REVIEW

Intended Use: The intended use of this appraisal review is to assist the intended users’ reliance on the Report for underwriting the CFD bond financing secured by the subject property described in the Report. No
other uses are intended.

Purpose of the Review:

The purpose of the appraisal review is to develop and report a credible opinion of the quality of another appraiser’s work while considering the completeness, accuracy, adequacy, relevance, and reasonableness of the conclusions in the Report. This review is to determine if the results of the work under review are credible for the intended users’ intended use.

I also assessed the appraisal’s compliance with Standards 1 and 2 of the Uniform Standards of Professional Appraisal Practice (USPAP) and the appraisal regulations issued in connection with CDIAC.

2 I inspected the subject property on _______, ____ including the market data. Further, no independent verification of the market data or market information was made. This review report was completed and written in conformance with Standards 3 and 4 of USPAP, respectively.

APPRAISER
Company:

Appraiser:

_______________, MAI
California Certified General Appraiser,
License No:________, expires _______

SUBJECT PROPERTY IDENTIFICATION
The real property in the appraisal report under review is:

General Description of Subject.

Property Address:

Assessor’s Parcel Numbers and
Owners:

Zoning:

Use:

Land Area: The subject property includes ____ parcels totaling____ taxable
acres. The property has an approved final/tentative map for ___ lots totaling ____ gross acres or _____ taxable acres. (Refer to the Report for the entitlements.) The subject property also includes ____ acres of unmapped land, zoned_____.

Improvements:

The property is mostly vacant land/improved with streets curbs, gutters etc. Provide improvement description here.

3 APPRAISAL REPORT INFORMATION AND CONCLUSIONS

Date of the Report:

Date of Inspection:

Effective Date of Market Value:

Interest Appraised: Fee simple estate/Leasehold etc.

Report Type: The appraisal report is correctly identified as an Appraisal Report in accordance with Standards Rule 2‐2(a) of the Uniform Standards of Professional Appraisal Practice.

Valuation Approaches: Sales Comparison Approach, Subdivision Development Method, Land Residual Analysis and Assessed Values for finished homes conveyed to end users.

Market Value Descriptions: The only market values estimated are for the subject property as of the date of inspection.

Opinions of Market Value: Ownership/ Description/ Value by Ownership Name, #___ Taxable Acres/___ # lots:  $
Name, #___ Taxable Acres/___ # lots:  $
Name, #___ Taxable Acres/___ # lots:  $

Total: $

Appraisal Client: Mr./Ms. __________, City of Sacramento

Appraisal Intended User: City of Sacramento, CFD finance team and prospective CFD bond investors.

Appraisal Intended Use: The
intended use of this report is to reasonably validate the estimated value‐to‐lien coverage for purposes of a land‐secured bond financing.

The appraisal is not intended for any other use or users.

4 SCOPE OF WORK

The Client/Reviewer agreed upon Scope of Work for this review assignment outlined as follows:

 I read the submitted appraisal report in its entirety.

 I determined the report’s compliance with Standards 1 and 2 of the Uniform Standards of Professional Appraisal Practice (USPAP) and compliance with CDIAC.

 I developed opinions as to the completeness, accuracy, adequacy, relevance, and reasonableness of various salient aspects of the written report.

 I did not provide my own market value opinion but during the review period I did provide comments and questions based on the draft reports provided by the Client prepared by the appraiser.

 I determined the reliability of the market values reported in the appraisal based solely on the contents of the appraisal report under review and generally accepted appraisal methodology and valuation techniques.

 I inspected the subject property. I reviewed the market data. Further, no independent verification of the market data or market information was made.

 I completed this written appraisal review report in compliance with Standard 4 of the Uniform Standards of Professional Appraisal Practice (USPAP).

5 APPRAISAL REVIEW Checklist

INTRODUCTION AND FACTUAL DESCRIPTIONS YES NO N/A

1. Letter of transmittal accurately reflects the contents of the report? X

2. Is the property adequately identified through legal description, parcel number(s), parcel map, etc.? X

3. Does the appraisal correctly define and identify the real property interest appraised? X

4. Are the dates of inspection, date of report and effective date of value stated? If applicable, are retrospective and prospective values properly identified per USPAP?
X

5. Does the appraisal provide a definition of market value and cite the source of the definition? X

6. Are the intended use(s), client/intended user(s) and scope of work of the appraisal identified, including a description of the extent of collecting, confirming, and reporting data?
X

7. Are all applicable extraordinary assumptions and/or hypothetical conditions disclosed and presented in a clear and conspicuous manner in the report? X

8. Is a statement of ownership history of the subject property provided, and is any listing, option, or pending contract disclosed and discussed? X

9. Are the discussion and analyses of regional and neighborhood data and trends relevant and adequate considering the scope of the assignment? X

10. In cases where third-party reports are considered and disclosed, does the appraisal address the reasonableness of the reported conclusions or provide analysis and support for any different conclusions?
X
Comments:

The transmittal letter (TL) provides the appraised values of each of the owners and the total.

The introduction and factual descriptions in the General Information section sufficiently present the subject identification, history, current ownership and sale history, the facilities and costs the City will finance by way of bonds issued on behalf of a CFD, and the purpose and use of the appraisal. The correct property rights appraised, and the market value definitions are provided.

Additionally, a separate section reports the developer’s marketing and development strategy (refer to report page __).

The Report provides a detailed Scope of Work section. The Report employs Extraordinary
Assumptions (EAs) and Hypothetical Conditions (HC). Given the stated scope of work and the intended use, the assumptions and conditions are appropriate. (Refer to the TL, the Reconciliation, and the Final Value section.) I recommend that the intended users carefully review the assumptions and conditions that are premises for the valuation.

The Regional and Neighborhood analyses are detailed and relevant. A history of the subject is included. The approved entitlements as of ____are reported and analyzed.

6 SUBJECT PROPERTY DESCRIPTIONS YES NO N/A

1. Is the site description adequate, including size, shape, frontage, drainage, and discussion of surrounding properties? X

2. Are easements, flood plain, wetlands, earthquake zone, and/or other encumbrances adequately identified and addressed? X

3. Are environmental hazards identified and addressed or standard disclaimer included? X

4. Are zoning and tax analysis adequately addressed? X

5. Is the description of improvements adequate, including photographs, site plan and drawings of improvements? X

6. Is improvement conformance with land use zoning considered? X

Comments:

Provide detailed comments here.

MARKET ANALYSIS AND HIGHEST AND BEST USE YES NO N/A

1. Is the historical performance of the market presented and analyzed? X

2. Is the position (such as design of the project or the marketing efforts) of the subject property within the market considered? X

3. Is the level of market analysis compliant with the terms of the engagement and the size and complexity of the subject property?

4. Does the appraisal follow the four criteria of highest and best use analysis? X

5. Is highest and best use as vacant analyzed? X

6. Is highest and best use as improved (proposed) analyzed? X

7. Are any probable physical, legal, or external changes considered, such as a pending change in zoning that may impact property value? X

8. Does the appraisal provide an adequate discussion of the potential for an expansion of, or changes to, the existing improvements?

7 Comments:

Provide detailed comments here.

VALUATION METHODOLOGY YES
NO N/A

1. Are exclusions of one or more of the three traditional approaches to value properly disclosed? X

2. Is the rationale for the exclusion of one or more of the three traditional approaches to value reasonable? X

Comments:

Provide detailed comments here:

COST APPROACH YES
NO N/A

1. Are land sales current, comparable, and appropriately adjusted? X

2. Is the land value conclusion logical and reasonable? X

3. Is the basis for the replacement cost estimate properly documented? X

8 4. Does the estimated cost to complete proposed improvements include leasing expenses and/or holding cost during construction? X

5. Are all forms of accrued depreciation considered and supported? X

6. Does the appraisal account for and adequately support entrepreneurial profit obtained from non‐confidential or proprietary sources? X

7. Is the cost approach conclusion logical and reasonable? X

Comments: The Report deemed the cost approach to not be applicable to the development of credible assignment results for the valuation analyses. Nevertheless, parts of the appraisal utilize cost estimates that have support and appear credible (supported by developer’s budgets and costs, cost comparables, and a cost service) for the cost estimates for construction in the land residuals.

The costs used appear reasonable and supported.

Provide developer expenditure on horizontal improvements comments here.

Provide expenditure on vertical improvements here.

If applicable:

Standard Rule 1‐4 (f) of USPAP states: “When
analyzing anticipated public or private
improvements, located on or off the site, the appraiser must analyze the effect on value, if any, of such anticipated improvements to the extent they are reflected in market actions.” Since significant construction has been completed on (name of structure of improvements the market would recognize value of the improvements completed on the site. The USPAP Standard Rule 1‐4 (f) is also consistent with the CDIAC guidelines.

The developer has expended $___________ on improvements as of the effective date of value.

The Report considers the contributory value of such improvements in arriving at a total value of the property. The value indication is $___,____ by the Build‐Up method, which would be considered by market participants for the “as is” value in the partially‐completed condition. The residual analysis is discussed in the following income approach section.

SALES COMPARISON APPROACH (SCA) YES NO N/A

1. Are improved sales current and reasonably comparable? X

2. Are the improved sales sufficiently identified and the descriptions adequate? X

3. Is the appropriate unit of comparison analyzed? X

4. Is the reasoning and analysis employed adequate and are the sales properly adjusted? X

5. Is the final value conclusion of the sales comparison approach logical and reasonable? X

Comments
(SCA):

Detailed description of the SCA here per land use type. Benchmark land use values and their adjustments etc.

9 LDR lots:

MDR lots:

HDR acreage:

Non‐residential acreage:

Describe valuation ranges before and after adjustments, reliability of market data and reasonableness, quality and credibility of opinion of value.

INCOME CAPITALIZATION APPROACH (ICA) YES
NO N/A

1. Is a rent roll and/or income history provided? X

2. Are contract rents appropriately analyzed? (There is one lease.) X

3. Are improved rent comparables current and
reasonably similar? X

4. Are the rent comparables appropriately analyzed and adjusted? Is market rent supported? X

5. Is income from all sources considered? X

6. Is vacancy and collection loss reasonable and
supported? X

7. If applicable, is the absorption forecast reasonable and adequately supported? (Some consideration is
given to the market study.)
X

8. Is an expense history provided? (Market expenses
used in the Residual analyses.) X

9. Are expenses appropriately analyzed and supported? X

10. Are overall, terminal capitalization rates and discount rates reasonable and supported? X

11. Are pro forma income statements and/or discounted
cashflow (DCF) assumptions and projections
reasonable and supported?
X

12. Is the income capitalization approach conclusion
logical and reasonable? X

Comments (ICA): Discuss the Income Approach/Discounted Cash Flow (DCF)/Subdivision Development Method

10 Land Use

Acres
Unit of
Comparison
Sales
Comparison
Other
Comparison
Approach
% Weight between
approache
Conclusion

The next step in the Report is the assignment of specific land values to the subject parcels using the benchmark land values and applying lot specific adjustments.

Discuss benchmark price per lot.

Discuss Market Absorption Analysis:

Discuss development costs

Discuss any large land sales as a check of reasonableness.

Discuss value of finished homes with Final Inspection (Assessed Values or Base Model Pricing)

Discuss non‐ revenue lots (HOA lands, buffer strips, dedications, etc.)

Discuss DCF inputs.

RECONCILIATION, FINAL VALUE CONCLUSIONS YES
NO N/A

1. Is the estimated exposure time disclosed and reasonable? X

2. Is the final value appropriately divided between realty and non‐realty items? Is the impact of their inclusion/exclusion on the estimate of value discussed?
X

3. Are final value estimates consistent with the data presented, and sufficient documentation included to assess the appraisal's logic, reasoning, judgment, and analysis?
X

4. Is the as‐is value appropriately analyzed? X

11 5. Are discounts for rent loss, future tenant improvements, etc. appropriate? X

6. Are discounts/enhancements attributable to non‐market leases appropriate? X

7. Is excess land properly considered? X

REVIEWER’S CONCLUSIONS

Summary Comments:

The appraisal appropriately valued the subject based on methods peers would use and users of the service would expect.

The conclusion of $_____________ appears reasonably supported by the market data and analyses included within the appraisal.

Discuss Strengths of Report

Discuss Weakness of Report

ADDITIONAL USPAP & CDIAC REPORTING REQUIRMENTS YES NO N/A

1. Are general assumptions and limiting conditions reasonable? X

2. Are the extraordinary assumptions and hypothetical conditions reasonable and prominently disclosed? X

3. Is certification signed by appraiser(s) who prepared the report? X

4. Are qualifications included in the report for all appraisers providing a significant contribution to the completion of the appraisal assignment?
X

5. Does the appraisal conform to generally accepted appraisal standards as evidenced by the USPAP and the appraisal regulations of CDIAC? X

6. Is the appraisal written with sufficient information and analysis to support the City's decision to move forward with a CFD bond financing?
X

7. Does the appraisal analyze and report appropriate deductions and discounts for proposed construction or renovation, partially leased buildings, non‐market lease terms, and tract developments with unsold units?
X

8. Did state licensed or certified appraisers prepare the appraisal? X

12 9. If information was unavailable, is that fact disclosed and explained in the report? X

10. Are engagement instructions and other appraiser correspondence included in the report? X

11. Is the appraisal misleading?
X

12. Are third party studies well supported, incorporated into the appraisal or are the conclusions of the third‐party studies modified with supporting data by the appraiser to justify the changes?

X
Comments: In my opinion, given the reasons put forth previously in this review, the appraisal and the report comply with USPAP and CDIAC appraisal requirements.

APPENDIX A, ASSUMPTIONS AND LIMITING CONDITIONS – (or insert company’s standard assumptions and limiting conditions)

This review is subject to the following assumptions and limiting conditions:

1. No responsibility is assumed for matters of law or legal interpretation.

2. It is assumed all market information, estimates, and opinions contained within the reviewed appraisal were obtained from reliable sources and are believed to be true and correct as developed by the appraiser. Further, no responsibility for the accuracy of the copy of the appraisal submitted for the review is assumed.

3. The Report is to be considered in its entirety and use of only a portion thereof will render the review invalid.

4. Except for the client specified in the Report, as well as client successors or assigns and the Appraisal Institute, neither all, nor any part of the content of this review report, or copy thereof, should be used for any purpose by anyone without the previous written consent and approval of the reviewer.

5. The liability of _name of firm and its employees/subcontractors for errors/ omissions, if any, in this work is limited to the amount of its compensation for the work performed in this assignment.

6. No change of any item in the Report shall be made by anyone other than the reviewer. No responsibility for any such unauthorized change is assumed.

7. Disclosure of the contents of this review report is governed by the USPAP and the bylaws and regulations of the Appraisal Institute.

8. Acceptance and/or use of the Report constitutes acceptance of all assumptions and limiting conditions stated in this report.

APPENDIX B, ADDITIONAL EXTRAORDINARY ASSUMPTIONS AND HYPOTHETICAL CONDITIONS

Discuss extraordinary assumptions (EAs) and hypothetical conditions (HCs) and their effect on the review results.

Example.

There were no extraordinary assumptions (EAs) or hypothetical conditions (HCs) that affected the review results expressed in this review report. Unless otherwise stated, all the assumptions and limiting conditions contained in the appraisal report
under review are also conditions of this report.

APPENDIX C, CERTIFICATION

I certify that, to the best of my knowledge and belief:

 the statements of fact contained in this report are true and correct.

 the reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and are my personal, impartial, and unbiased professional analyses, opinions, and conclusions.

 I have no present or prospective interest in the property that is the subject of the work under review and no personal or prospective interest with respect to the parties involved.

 I have not performed other services, as an appraiser or in any other capacity, regarding the property that is the subject of the work under review within the three‐year period immediately preceding acceptance of this assignment.

 I have no bias with respect to the property that is the subject of the work under review or to the parties involved with this assignment.

 my engagement in this assignment was not contingent upon developing or reporting predetermined results.

 my compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in this review or from its use.

 my compensation for completing this assignment is not contingent upon the development or reporting of predetermined assignment results or assignment results that favors the cause of the client, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal review.

 my analyses, opinions, and conclusions were developed, and this review report was prepared in conformity with the Uniform Standards of Professional Appraisal Practice.

 I have made a personal inspection of the subject of the work under review.

 no one provided significant appraisal, appraisal review, or appraisal consulting assistance to the person signing this certification.

 the use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.

 I certify that my State of California general real estate appraiser license has never been revoked, suspended, cancelled, or restricted.

 I have the knowledge and experience to complete this appraisal review assignment. Please see the Qualifications of Reviewer for additional information.

_____________________________
Name, MAI or AI‐GRS
State General Real Estate Appraiser License No. ________ Expires: ____________
Date: , 20

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 1 PROJECT NAME: District Appraiser and Appraisal Reviewer DEPARTMENT: Office of the City Treasurer
DIVISION: Debt Management
CITY OF SACRAMENTO
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made at Sacramento, California, as of January 1, 2025, by and between the CITY OF SACRAMENTO, a municipal corporation (the “CITY”), and Blue‐Top Valuation and Municipal Review
2020 5th Street, Suite 650
Davis, CA 95616
(the “CONTRACTOR”), who agree as follows:

7. Exhibits. All exhibits referred to herein are attached hereto and are by this reference incorporated as if set forth fully herein.

Executed as of the day and year first above stated.

CITY OF SACRAMENTO

By:

John P. Colville Jr., City Treasurer

APPROVED AS TO FORM:

By:

Senior Deputy City Attorney

ATTEST:

By:

City Clerk
Blue‐Top Valuation and Municipal Review

Federal I.D. No.: 88‐0643450
State I.D. No.:

City of Sacramento
Business Op. Tax Cert. No.: 1110037
Type of Business Entity: Individual doing business under firm name

By: _________________________________
Jarrod Hodgson, Owner

Attachments
Exhibit A Scope of Service
Exhibit B
Fee Schedule/Manner of Payment
Exhibit C Facilities/Equipment Provided
Exhibit D General Provisions
Exhibit E Non‐Discrimination in Employee Benefits
Exhibit F Form of Appraisal Review Template
Jarrod Hodgson (Jan 3, 2025 08:12 PST)
Jarrod Hodgson

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 3 Professional Services Agreement
City of Sacramento and Blue‐Top Valuation and Municipal Review DECLARATION OF COMPLIANCE
with
EQUAL BENEFITS ORDINANCE
Name of Contractor: Blue‐Top Valuation and Municipal Review Address: 2020 5th Street, Suite 650, Davis, CA 95816
The above‐named Contractor (the “CONTRACTOR”) hereby declares and agrees as follows:

1. The CONTRACTOR has read and understands the Requirements of the Non‐Discrimination in Employee Benefits Code (the “Requirements”) attached hereto as Exhibit E.

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 5

Blue‐Top Valuation and Municipal Review
By: ______________________________
Jarrod Hodgson, Owner

Jarrod Hodgson (Jan 3, 2025 08:12 PST)
Jarrod Hodgson

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 6 Professional Services Agreement
City of Sacramento and Blue‐Top Valuation and Municipal Review EXHIBIT A
SCOPE OF SERVICES

1. Representatives.

The CITY Representative for this Agreement is:

Brian Wong, Debt Manager
Office of the City Treasurer
City of Sacramento
915 I Street, HCH, 3rd Floor
Sacramento, CA 95814
Email: [email protected]
Direct Telephone: (916) 808‐5811

All CONTRACTOR questions pertaining to this Agreement shall be referred to the CITY Representative or the Representative’s designee.

The CONTRACTOR Representative for this Agreement is:

Jarrod Hodgson, Owner
Blue‐Top Valuation and Municipal Review
2020 5
th Street, Suite 650
Davis, CA 95616
Email: [email protected]
Telephone: (530) 400‐7140

All CITY questions pertaining to this Agreement shall be referred to the CONTRACTOR Representatives. All correspondence to the CONTRACTOR shall be addressed to the address or e‐mail address set forth on page one of this Agreement. Unless otherwise provided in this Agreement, all correspondence to the CITY shall be addressed to the CITY Representatives.

2. Insurance. Insurance requirements are specified in Exhibit D, Section 11.

3. Conflict
of Interest Requirements.

Form Approved by City Attorney 7‐22‐16, rev. 12‐16‐19 (JLM 4.23.24) Page 7 participate in making, governmental decisions or who serve in a staff capacity.