Agenda packet — West Sacramento City Council, October 19, 2022 (part 3 of 4)

3.8.1 A major maintenance schedule, prepared by Owner and the management entity, which specifies maintenance work to be performed on a periodic basis over the estimated lifetime of the housing units on the Property;

3.8.2 A replacement reserve budget identifying the manner in which the maintenance schedule described above in Section 3.7.1 and projected replacement activities will be funded from monthly project income;

3.8.3 Annual inspections of individual units to ensure continued compliance with state and local housing codes. Results of the inspections must be documented in a report, and copies shall be provided to the Lender within thirty (30) days following completion of any report. 386
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The Lender may also independently schedule during a calendar year, one or more property inspections;

3.8.4 Annual reporting to the Lender regarding compliance with the deferred maintenance schedule and the results, findings, and any corrective measures taken or to be undertaken arising from the annual inspections of units;

3.8.5 Audited annual financial statements prepared by an independent certified public accountant, approved in advance, in writing, by Lender, which reflect the status of the reserve fund for maintenance and replacement activities. Lender hereby approves Novogradac as an independent certified public accountant. Copies of audited annual financial statements must be provided to the Lender within one hundred twenty (120) days of the fiscal year-end date.

Copies of quarterly financial statements must be provided to the Lender within thirty (30) days of the quarter-end date;

3.8.6 Maintenance of outdoor landscaping, outdoor lighting, parking area paving, stops/curbs, striping, laundry room facilities, garbage and recycling receptacles, community building, as well as overall cleanliness of Property;

3.8.7 A schedule for when interior of units must be repainted, carpets and draperies shampooed and replaced, and kitchen and laundry room appliances replaced;

3.8.8 A marketing plan to be used to achieve full and continuing lease up of the affordable housing units on the Property. Owner acknowledges that the City is in the process of adopting and implementing a local preference policy for low income housing projects within its jurisdiction, which will include a local preference for the housing of City homeless in housing projects. Owner agrees that Owner shall comply with, and apply to the Project, any such preference policy adopted by the City Council unless such policy is explicitly prohibited by a governmental funding source previously approved by the City for the Project, or such policy is otherwise explicitly prohibited by state or federal law. Owner will conduct sufficient marketing and advertisement of the housing program and other forms of outreach to ensure that enough eligible applicants from the target local population participate in the program to meet the housing goal of providing low-income housing units for all unit applicants. Owner shall at all times coordinate and consult with the City's homeless coordinator in the outreach and placement of all applicants for the six (6) permanent supportive housing units within the project.

3.8.9 A strategy to outline methods to be used to achieve full and continuing lease up of the housing units on the Property and conformance with Section 3.4 of this Agreement and any applicable state and federal affirmative fair housing marketing guidelines;

3.8.10 A plan for certifying the eligibility of the households, including annual verification of tenant income and measures to take in the event a tenant exceeds the maximum income;

3.8.11 A tenant selection process that includes, but is not limited to, the following:

3.8.11.1 Review of the following criteria in tenant selection:

3.8.11.1.1 history of habitual rent delinquencies or evictions; and 387
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3.8.11.1.2 history of criminal or drug-related offenses, including, but not limited to, assault, battery, abuse, destructive or violent behavior;

3.8.11.2 Agreement that prospective tenants complete an application form, verify income/employment, attend a private interview with Owner or a management entity, consent to a credit check and agree to abide by property management rules for Property;

3.8.11.3 Agreement that selected tenants be given a set of the property management rules, which rules shall be consistent with HOME Regulations; and

3.8.11.4 Agreement that leases with tenants provide that noncompliance with building rules shall be an Event of Default on the lease and grounds for eviction;

3.8.12 On-site management of the Project;

3.8.13 The duties of the manager regarding operation of the Project;

3.8.14 Property Management Rules; and

3.8.15 A sample lease form.

4. PROJECT OPERATIONS

4.1 MAINTENANCE AND SECURITY.

4.1.1 Owner shall, at its own expense, maintain the Property in good condition, in good repair (reasonable wear and tear excepted), and in decent, safe, sanitary, habitable, and tenantable living conditions for the benefit of Project occupants. Owner shall not commit or permit any waste on or to the Property, and shall prevent and/or rectify any physical deterioration of the Property. Owner shall maintain the Property in conformance with all applicable state, federal, and local laws, ordinances, codes, and regulations, and the Final Management Plan; but Owner’s maintenance obligations shall not be limited only to the standards contained in these laws or the Plan.

4.1.2 Owner shall, at its own expense, provide, at a minimum, the following security measures in order to limit the threat to occupants posed by third-party criminal conduct:

4.1.2.1 All Interior common areas shall be locked and accessible only by residents;

4.1.2.2 Site lighting shall be located to maximize illumination throughout the site to prevent insufficiently lit areas; and

4.1.3 In the event Owner fails to maintain or secure the Property in accordance with the above standards and after thirty (30) days’ prior written notice to Owner, City or its agent may, but shall be under no obligation to, enter upon the Property, make such alterations, repairs or replacements as are deemed necessary in City’s reasonable discretion, and provide for payment thereof. Any amount advanced by City to make such alterations or repairs, together with interest thereon from the date of such advance at the same rate of interest as specified in the Notes for the Project (unless payment of such an interest rate would be contrary to applicable law, in which case interest shall accrue at the rate then allowed by applicable law), shall become 388
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an additional obligation of Owner to City and shall be secured by the Deed of Trust for the Construction Loan.

4.1.4 Nothing contained in this Section 4.1 or elsewhere in the Loan Documents shall be interpreted to place any restriction or limitation on City’s right to take such actions, as it deems necessary or proper to protect the health and safety of the public in the proper exercise of City’s authority under federal, state, and local laws.

4.2 REFUSE AND RECYCLING. Owner or its designated management entity shall be responsible for moving refuse and recycling containers to and from the designated trash enclosure and the curb for scheduled pickups.

4.3 PARKING MANAGEMENT PLAN. Developer is required to complete a parking management and maintenance plan for the Project to be approved by the City prior to completion of the Project ("Parking Management Plan"), which approval by City shall not be unreasonably withheld. The Parking Management Plan shall provide for the management of all on-site parking on the adjacent property pursuant to the Parking Lot Easement entered into between the parties on the same date herewith, and off-site parking located in the Delta Lane right of way, as well as maintenance for the off-site parking. Developer covenants and agrees to adhere to the terms of the Parking Management Plan and agrees to update it annually upon request of the City.

4.4 AFFIRMATIVE MARKETING. Developer and Property Manager will exclusively direct market the available units in the Project to lower-income West Sacramento residents for the first two (2) weeks of its initial lease up period. Developer is required to complete a marketing plan describing its marketing campaign for the Project, to be approved by the City prior to completion of the Project.

4.5 UNIT VACANCIES. Owner shall use its reasonable commercial efforts to fill vacancies in the Regulated Units as quickly as possible with Qualified Households.

4.6 INSPECTION AND RECORDS. Owner shall maintain records which clearly document Owner’s performance of its obligations to operate the Property under the terms of this Agreement. Owner shall submit any of such records to City within thirty (30) business days of City’s written request. Owner shall permit City to enter and inspect the Property for compliance with obligations under this Agreement upon seven (7) days’ advance written notice of such visit by City to Owner or Owner’s management agent and to tenants of any inspected Project units, subject to the provisions of the lease regarding inspection and entry rights.

4.7 ANNUAL REPORT.

4.7.1 By April 1st of each calendar year, as required by 24 CFR part 92 and 25 Cal. Code of Regulations, Section 8218(a) (2), Owner shall submit an annual report to City, which shall include, at a minimum for each Regulated Unit, the initial and current rental rates and the income and household size of the occupants at the time such occupants initially take occupancy.

The income information required under this report shall be supplied by the tenant in a certified statement on a form provided by City. City may require additional information be included in the annual report as reasonably necessary to evidence Owner’s compliance with the terms of this Agreement.

4.7.2 Owner shall pay to City a lump sum affordable housing monitoring fee of $81,125.00 consistent with the City’s adopted Affordable Housing Monitoring Program in the Book 389
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of Imposts (the “Monitoring Fee”) due upon the issuance of a Certificate of Occupancy for the Project.

4.8 FEES, TAXES, AND OTHER LEVIES. Without limiting its right to require the same to be reimbursed by tenants (but subject to Owner’s obligation to provide tenants of Regulated Units the utility allowance referred to in Section 1.1.1.1), Owner shall be responsible for payment of all fees, assessments, taxes, charges, and levies imposed by any public authority or utility company with respect to the Property, and shall pay such charges prior to delinquency. However, Owner shall not be required to pay any such charge so long as (a) the legality thereof is being contested in good faith and by appropriate proceedings, and (b) Owner maintains reserves adequate to pay any contested liabilities.

4.9 INSURANCE COVERAGE. Owner shall cause to have in full force and effect during the term of this Agreement insurance coverage as required in Exhibit C of the Loan Agreements except for the Builder’s “All Risk” Insurance.

5. GENERAL PROVISIONS

5.1 RESTRICTIONS ON TRANSFER.

5.1.1 As used in this Agreement, the term “Transfer” means:

5.1.1.1 Any total or partial sale, lease, assignment, or other conveyance, or any trust or power, or any transfer in any other mode or form, of or with respect to this Agreement or of any part of or interest in the Property or Project, or any agreement to do any of the foregoing; or

5.1.1.2 Any total or partial sale, assignment, or other conveyance, or any addition, or any trust or power, or any transfer in any other mode or form, of a partial or entire interest of the general partners of the Owner, or any agreement to do any of the foregoing.

5.1.2 The transfers contained in Section 16.3 of the Deed of Trust shall not be deemed a “Transfer” for the purposes of this Agreement or any other Loan Document.

5.1.3 This Agreement is entered into in connection with the Owner's Construction and operation of the Project in accordance with the terms of this Agreement. The qualifications and identity of the Owner are of particular concern to City, in view of:

5.1.3.1 The importance of the development of the Property to the general welfare of the community;

5.1.3.2 The public aids that have been made available by law and by the government for the purpose of making such development possible;

5.1.3.3 The reliance by City upon the unique qualifications and ability of the Owner to serve as the catalyst for development of the Property and upon the continuing interest which the Owner will have in the Property to assure the quality of the use, operation, and maintenance deemed critical by City in the development of the Property;

5.1.3.4 The fact that a change in ownership or control of the owner of the Property, or of a substantial part thereof, or any other act or transaction involving or resulting in a 390
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significant change in ownership or with respect to the identity of the Parties in control of the Owner or the degree thereof, is for practical purposes a transfer or disposition of the Property; and

5.1.3.5 The importance to City of the standards of use, operation, and maintenance of the Property.

5.1.4 It is because of the qualifications and identity of the Owner that City is entering into this Agreement and that Transfers are permitted only as provided in this Agreement.

5.1.5 The limitations on Transfers set forth in this Section 5.1 shall apply throughout the term of this Agreement. Except as expressly permitted in this Agreement, the Owner represents that it has not made or created, and agrees that it will not make or create or suffer to be made or created, any transfer, either voluntarily or by operation of law, without the prior written approval of City.

5.1.6 Any transfer made in contravention of this Section 5.1 shall, at City's discretion, be void and shall be deemed to be a default under this Agreement, whether or not the Owner knew of or participated in such Transfer.

5.1.7 The only Transfers permitted at any time without the prior approval of City are the Transfers permitted pursuant to Section 5.1.2 and the rental of a unit by the Owner.

5.1.8 Except as permitted under Section 5.1.2, above, any Transfer shall be permitted only after (a) City, in its sole discretion, has delivered to Owner its prior written approval of such Transfer, and (b) the transferee has assumed the Owner's obligations under this Agreement by signing this Agreement of such other reasonable documentation as City may require.

Notwithstanding anything in this Agreement to the contrary, a transfer resulting from a foreclosure, deed in lieu of foreclosure, power of sale or similar action, and any subsequent transfer to a purchaser at a foreclosure sale, shall be a Transfer hereunder and shall not require the prior written approval of the City.

5.2 DEFAULT AND REMEDIES. Except as otherwise provided in section 4.1.3, in the event of any breach or violation of any agreement, obligation, or warranty under this Agreement, City shall give written notice to Owner by specifying: (a) the nature of the breach or violation, (b) the action required to cure the breach or violation, if an action to cure is possible, and (c) a date, which shall not be less than ninety (90) calendar days from the mailing of the notice, by which such action to cure must be taken (or otherwise resolved to Lender’s reasonable satisfaction), if an action to cure is possible. If Owner fails to cure the breach or violation within the time frame specified in the notice, or if a cure is not possible, City may proceed with any of the following remedies:

5.2.1 Bring an action for equitable relief seeking the specific performance by Owner of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of said terms and conditions, and/or seeking declaratory relief; or

5.2.2 Enter upon, take possession of, and manage the Property, either in person, by agent, or by a receiver appointed by a court, and collect any rents, income, deposits, or reserves and apply them to operate the Property, and continue in possession until such time as 391
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City determines, in its reasonable discretion, that Owner is in a position to operate the Property in compliance with this Agreement; or

5.2.3 For violations of Owner’s obligations with respect to Project rents, obligate Owner to reimburse the Qualified Household for any amounts Owner has collected that are in excess of the Affordable Rent; or

5.2.4 For violations of CFR Sections 2.2 and 3 of this Agreement, forfeiture of all HOME Program funds received by Owner, or any part thereof.

5.2.5 Pursue any other remedy allowed at law or in equity.

Notwithstanding anything to the contrary contained herein, the notice and cure rights granted to Owner’s limited partner in the Loan Agreements are incorporated herein by reference.

5.3 NON-LIABILITY OF OFFICIALS, EMPLOYEES, AND AGENTS. No member, official, director, employee, or agent of City shall be personally liable to Owner or third party beneficiaries for any obligation created under the terms of this Agreement.

5.4 INDEMNITY. Notwithstanding the insurance coverage required herein, Owner shall indemnify and hold City, their members, officials, directors, employees, and agents, harmless against any losses, damages, liabilities, claims, demands, judgments, actions, court costs, and legal or other expenses (including reasonable attorneys’ fees) which City may incur as a result of: (a) Owner’s failure to reasonably perform any material obligations as required by this Agreement; (b) a failure of any of Owner’s representations or warranties under this Agreement to be true and complete in any material respect as of the date made; or c) any material breach, act or omission by Owner, management agent, Owner’s contractors, subcontractors, or suppliers with respect to the Project or the Property, except to the extent the loss is caused by the active negligence or willful misconduct of City. Owner shall pay immediately upon City’s demand any amounts owing under this indemnity. The duty of the Owner to indemnify includes the duty to defend City in any court action, administrative action, or other proceeding brought by any third party arising from the Project or the Property. Owner’s duty to indemnify City shall survive the term of this Agreement.

5.5 GOVERNING LAW. This Agreement shall be interpreted under and governed by the laws of the State of California, except for those provisions preempted by federal law.

However, the laws of the State of California shall not be applied to the extent that they would require or allow the court to use the laws of another state or jurisdiction. Owner agrees that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state and federal courts located in the State of California, except that Lender, in its sole discretion, may elect that all such actions or proceedings be tried and litigated in the County of Yolo or the United States District Court for the Eastern District of California.

5.6 REGULATORY AGREEMENT CONTROLS. In the event that any provisions of this Agreement and the Loan Agreements conflict, the terms of this Agreement shall control. The nonrecourse provisions in the Notes and the Deeds of Trust are incorporated herein by reference.

5.7 ATTORNEYS’ FEES AND COSTS. In the event that a legal or administrative action is brought to interpret or enforce the terms of this Agreement, the prevailing party shall be entitled to recover all reasonable attorneys’ fees and costs, including expert witness fees, incurred in such action.
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5.8 TIME. Time is of the essence in this Agreement.

5.9 CONSENTS AND APPROVALS. Any consent or approval required under this Agreement shall not be unreasonably withheld. Owner hereby consents to having any information contained in this Agreement or any information provided to the City as required by this Agreement included in a database that the City is required to maintain consistent with California Health and Safety Code section 33418.

5.10 NOTICES, DEMANDS, AND COMMUNICATIONS. Formal notices, demands, and communications between Owner and City shall be given by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, to the principal offices of Owner and City as follows, or if any such office is relocated, to the new address specified by the relocated party:

If to Lender: If to Owner:

City of West Sacramento Delta Lane Housing Partners II, LP 1110 West Capitol Avenue c/o Jamboree Housing Corporation West Sacramento, CA 95691 17701 Cowan Ave., Suite 200
Attn: City Manager Irvine, CA 92614
Attention: Lida Andaleon

Copy to:

Kronick, Moskovitz, Tiedemann & Girard
1331 Garden Hwy., 2nd Floor
Sacramento, California 95833
Attn: Jeffrey A. Mitchell
Fax No. (916) 321-4555

5.11 BINDING UPON SUCCESSORS. All provisions of this Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors-in-interest, transferees, and assigns of Owner and City, and shall run with the land for the full term of this Agreement, regardless of any assignment, payment, prepayment, expiration, extinguishment of the Loans or Notes, any reconveyance of a Deed of Trust, or any conveyance or transfer of the Property. Any successor-in-interest to Owner and any purchaser or transferee of the Property shall be subject to all of the duties and obligations imposed on Owner under this Agreement for the full term of this Agreement. The term “Owner” as used in this Agreement shall include all such assigns, successors-in-interest, and transferees.

5.12 RELATIONSHIP OF PARTIES. The relationship of Owner and City for this Project during the term of this Agreement shall not be construed as a joint venture, equity venture, or partnership. City neither undertakes nor assumes any responsibility or duty to Owner or to any third party with respect to the operation of the Property or the actions of Owner. Except as City may specify in writing, Owner shall have no authority to act as an agent of City or to bind City to any obligation.

5.13 THIRD PARTY RIGHTS. Consistent with California Health and Safety Code section 33334.3, the following third parties may enforce the occupancy restrictions provided herein against the Owner or any subsequent owner of the Property:
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5.13.1 A resident of a Regulated Unit;

5.13.2 A residents’ association that includes residents of Regulated Units;

5.13.3 A low or moderate income person who is qualified to live in a Regulated Unit but was denied occupancy due to a violation of the occupancy restrictions;

5.13.4 A low or moderate income person on an affordable housing waiting list; and

5.13.5 The most recent previous resident(s) of a Regulated Unit now subject to occupancy restrictions.

5.14 WAIVER. Any waiver by City of any obligation in this Agreement must be in writing.

No waiver will be implied from any delay or failure by City to take action on any breach or default of Owner or to pursue any remedy allowed under this Agreement or applicable law. Any extension of time granted to Owner to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by City to any act or omission by Owner shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for City’s written consent to future waivers.

5.15 OTHER AGREEMENTS. Owner represents that it has not entered into any agreements that would restrict or compromise its ability to comply with the terms of this Agreement. Owner shall not enter into any agreements that are inconsistent with the terms of this Agreement without a written waiver by City, which shall not be unreasonably withheld.

5.16 AMENDMENTS AND MODIFICATIONS. Any amendments or modifications to this Agreement must be in writing, and shall be effective only if executed by Owner and City.

5.17 SEVERABILITY. Every provision of this Agreement is intended to be severable.

If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

6. SPECIAL PROVISIONS

6.1 PARTICIPATION IN SECTION 8 PROGRAM. Subject to any applicable Fair Housing and/or Tax Credit Program requirements, if any, during the term of this Agreement, Owner agrees to accept qualified tenants who qualify under the Housing Choice Voucher program, formerly referred to as the Section 8 program (the “HCV” or “Section 8”), administered by the Yolo County Housing Authority and satisfy Owner’s Management Plan requirements for available Regulated Units. Owner shall participate to the extent reasonably possible. [In the event of a loss or reduction of Section 8 rental subsidies, the City agrees, to the extent necessary to achieve financial feasibility for the Project as reasonably determined by the Project’s senior lender, increase the affordability limitations for some or all of the Project’s units, and to the maximum extent permitted under the HOME Program regulations applicable for this Project, to initial income not to exceed 60% AMI, at monthly rents not to exceed 1/12th of 30% of 60% AMI, less a reasonable utility allowance, however, if rent increases up to 60% AMI are not necessary for financial feasibility, then the percentage AMI shall be increased to less than 60% AMI.

6.2 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts (including copies sent to a Party by 394
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facsimile transmission or in portable document format (PDF), each of which when executed and delivered will be deemed an original and all of which counterparts taken together will constitute one and the same instrument.
[Signatures on Next Page]
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IN WITNESS WHEREOF, the Parties hereto have each caused this Agreement to be duly executed as of the date first written above.

CITY:

The City of West Sacramento,
a California municipal corporation
By:

Aaron Laurel, City Manager
ATTEST:
_____________________
City Clerk
OWNER:

Delta Lane HOUSING PARTNERS II LP,
a California limited partnership
By: JHC-Tower Bridge LLC,
a California limited liability company,
its Managing General Partner
By: Jamboree Housing Corporation,
a California nonprofit public benefit
corporation,
its Manager
By:

Michael Massie
Chief Development Officer
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Exhibit A
(See Attached Legal Description of Property)
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Exhibit B
(HOME Units Occupancy and Rent Restrictions)

DELTA LANE PHASE II AFFORDABLE HOUSING PROJECT

QUALIFIED

HOUSEHOLD
INCOME
ONE

BEDROOM
No. of Units
TWO

BEDROOM
No. of Units
THREE

BEDROOM
No. of Units
TOTAL
50% of Area Median
Income or lower 1 1 0 2
60% of Area Median
Income or lower 3 3 2 8
TOTAL 4 4 2 10
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

ACKNOWLEDGEMENT

STATE OF CALIFORNIA )
)ss

COUNTY OF YOLO )
On ________________, 2022, before me, ___________________________________, a Notary Public, personally appeared _____________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
399
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

ACKNOWLEDGEMENT

STATE OF CALIFORNIA )
)ss

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
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SPONSOR OPERATING GUARANTY
This Sponsor Operating Guaranty (the “Guaranty”) is made as of the date indicated below, by Jamboree Housing Corporation, a California nonprofit public benefit corporation (the “Sponsor”), Delta Lane Housing Partners II, L.P., a California limited partnership (“Borrower”), for the benefit of the City of West Sacramento, a California municipal corporation (the “City”).

RECITALS:

A. Borrower is constructing sixty (60) units of multifamily rental housing, commonly referred to as “Gateway Place Phase II” (the “Project”), consisting of approximately .99 acres and located in the City of West Sacramento, County of Yolo, California, as legally described in Exhibit A, attached hereto and incorporated herein (the “Property”). Ten (10) of the units will be rented at rents affordable to Qualified Households (the “Regulated Units”) pursuant to the terms set forth in the Regulatory Agreement (as defined below).

B. The Project will be financed in whole or in part and regulated by a permanent loan from the City in a principal amount of not to exceed Two Million Dollars ($2,000,000.00) (the “HOME Loan”) from the Home Investment Partnerships Program (the “HOME Program”). The HOME Loan will be provided to Owner by City in accordance with 42 USC 12741 et seq., 24 CFR Part 92, California Health and Safety Section 50896 and Title 25, California Code of Regulations, Sections 8200 through 8220 (together, the “HOME Regulations”). The HOME Loan will be funded from City HOME Program Income funds. The proceeds of the HOME Loan shall be disbursed, used and governed by the HOME Loan Agreement (“HOME Loan Agreement”) and HOME Regulatory Agreement (“HOME Regulatory Agreement”), by and between City and Borrower of even date herewith.

C. Sponsor has formed Delta Lane Housing Partners II, L.P., a California limited partnership (the “Borrower”), with Sponsor as the controlling entity through its affiliate JHC-Delta Lane, LLC, the General Partner of the Borrower. Sponsor has transferred or will be transferring title to the Development to the Borrower.

D. The City’s decision to provide HOME loan funds and enter into the HOME Loan was based in part on the Sponsor's ability to successfully own, operate and manage the Project in compliance with the Regulatory Agreement, which governs the maintenance, use and occupancy of the Development.

E. In order to ensure that the Borrower has sufficient resources and expertise to successfully operate the Project for the term of the Regulatory Agreement consistent with the requirements contained therein, the City requires that the Sponsor provides this Guaranty as a condition to the City’s loan to Borrower.

NOW, THEREFORE, IN CONSIDERATION OF City’s Loan to Borrower, Sponsor covenants, agrees and guarantees to the City as follows:

1. Recitals. The foregoing recitals are a part of this Guaranty. 401
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2. Sponsor Operating Guaranty. In order to assure that the Borrower has the skill, knowledge and experience necessary for the Borrower to own, operate and manage the Development pursuant to the terms of the Regulatory Agreement, Sponsor guarantees to the City that during any period that Borrower is obligated under the terms of the Regulatory Agreement:
a. Sponsor shall provide general oversight of the Borrower’s operation and management of the Development, and hereby guarantees to the City that the Borrower shall perform its duties under the Regulatory Agreement with the skill, knowledge and experience of a party with sufficient ability to own, operate and manage the Development. Sponsor shall not modify, amend, limit or terminate its status as the controlling entity of Borrower without the prior written approval of the City.
b. Upon any notice to Sponsor by the City or the Borrower that the Borrower does not have sufficient staff or equipment to perform its duties under the Regulatory Agreement, including, but not limited to, its obligation to perform under the Final Management Plan described in Section

3.8 of the Regulatory Agreement, Sponsor shall provide sufficient staff or equipment, as needed, to enable the Borrower to perform such duties. Such staff or equipment shall be provided at either no cost to the Borrower or at a cost approved in writing by the City as being payable from the Borrower’s distributions from the Development.
c. Sponsor shall exercise its rights of control of the management of the Borrower so as to assure that the Borrower is able to perform its duties under the Regulatory Agreement, including, but not limited to, its obligation to perform under the Final Management Plan. d. Neither Borrower nor Sponsor shall be relieved of any of their responsibilities under the Regulatory Agreement or under the Final Management Plan by the City’s approval of an agreement between Borrower and a management agent for the Project. e. Sponsor agrees that any breach, violation or default of Borrower under the Regulatory Agreement shall constitute breach, violation or default of Sponsor under this Guaranty, and such breach shall give rise to the remedies available to the City against the Sponsor hereunder.

3. City’s Remedies Against Sponsor.
a. Sponsor agrees that in the event of a breach, violation or default as described in paragraph 2(e) above, all the City’s remedies under this Guaranty and under law or equity shall be available to the City upon failure of Sponsor to perform its obligations and guarantees under this Guaranty after the expiration of any applicable cure period for the underlying breach, violation or default, including repayment or recapture of HOME Program funds. b. If Sponsor is in default under this Guaranty, but the Borrower is not in default under the Regulatory Agreement, City may take any one or more of the following actions:
i. Apply to any court of competent jurisdiction for specific performance of this Guaranty, or for such other relief against Sponsor as may be appropriate. It is agreed by the Sponsor that the injury to the City arising from a default of the Sponsor under this Guaranty may be irreparable and that the amount of the compensation that would provide adequate relief to the City in light of the purposes and requirements of the Program may be impossible to ascertain.
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ii. Seek such other appropriate remedies against the Sponsor, including money damages, as may be available against the Sponsor under law.

4. Successors and Assigns. This Guaranty shall be binding on and inure to the benefit of the legal representatives, heirs, successors and assigns of the parties.

5. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of California.

6. Attorneys’ Fees. In the event that any party to this Guaranty brings an action to interpret or enforce its rights under this Guaranty, the prevailing party in such action shall be entitled to recover its costs and reasonable attorneys' fees as awarded by the court in such action.

7. Counterparts. This Agreement may be signed by different parties hereto in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument. All counterparts shall be deemed an original of this Agreement.
(Signatures on Next Page)
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Dated: , 2022.

SPONSOR:

Jamboree Housing Corporation, a California
nonprofit public benefit corporation
By: _____________________________________
Michael Massie
Chief Development Officer
BORROWER:

Delta Lane Housing Partners II LP,
a California limited partnership
By: JHC-Tower Bridge LLC,
a California limited liability company
Its: Managing General Partner
By: Jamboree Housing Corporation,
a California nonprofit public benefit corporation
Its: Manager
By: ______________________________
Michael Massie
Chief Development Officer
404
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RECORDING REQUESTED BY:

WHEN RECORDED MAIL TO:

FisherBroyles, LLP
3777 Long Beach Blvd. Suite 280
Long Beach, CA 90807
THIS SPACE FOR RECORDER’S USE ONLY

SUBORDINATION AGREEMENT
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN

THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER INSTRUMENT.

This Subordination Agreement (“Agreement”) is dated for reference purposes only as of September 1, 2022, and shall not be effective until the Closing Date, by and among Delta Lane Housing Partners II LP, a California limited partnership (“Borrower”); City of West Sacramento, a California municipal corporation (“Junior Lender”), and JPMORGAN CHASE BANK, N.A., a national banking association (“Chase”). The parties to this Agreement are referred to as the “Parties.” Chase and Junior Lender are referred to as the “Lenders.”

RECITALS
A. Borrower has executed or is about to execute a Construction Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing (the “Chase Deed of Trust”) for the benefit of Chase, to secure a promissory note in the maximum principal amount of $[_____________]. The Chase Deed of Trust encumbers, among other things, the real property more particularly described in Exhibit A attached to this Agreement (the “Land”) and is to be recorded concurrently herewith in the Official Records of Yolo County, California (“Official Records”). The Land, together with all improvements now or hereafter located on the Land and all fixtures and personal property located on the Land and encumbered by any of the Recorded Items (as defined below) are referred to, collectively, as the “Property.” B. Junior Lender is making the following junior loans to Borrower:
a. A loan (the “HOME Loan”) in the maximum principal amount of $1,800,000, which HOME loan is secured by a certain Construction Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated on or around the Closing Date (the “HOME Deed of Trust”) and evidenced by a certain promissory note (the “HOME Note”). In connection with the HOME Loan, Borrower has executed that certain City of West Sacramento HOME Investment Partnerships Program (HOME) 405
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Regulatory Agreement dated on or around the Closing Date (the “HOME Restrictions”) and that certain City Home Loan Agreement (the “HOME Loan Agreement”). The HOME Deed of Trust, HOME Note, HOME Restrictions and HOME Loan Agreement are collectively referred to herein as the HOME Loan Documents.
b. A loan (the “HTF/Land Loan”) in the maximum principal amount of $[_________], which HTF/Land loan is secured by a certain Construction Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated on or around the Closing Date (the “HTF/Land Deed of Trust”) and evidenced by a certain promissory note (the “HTF/Land Note”). In connection with the HTF/Land Loan, Borrower has executed that certain Regulatory Agreement (West Gateway II) dated on or around the Closing Date (the “HTF/Land Restrictions”) and that certain City Loan Agreement (the “HTF/Land Loan Agreement”). The HTF/Land Deed of Trust, HTF/Land Note, HTF/Land Restrictions and HTF/Land Loan Agreement are collectively referred to herein as the HTF/Land Loan Documents.

C. The Chase Deed of Trust, a UCC – 1 Financing Statement, HOME Deed of Trust and HOME Restriction, HTF/Land Deed of Trust and HFT/Land Restrictions are to be recorded concurrently herewith in the Official Records and are referred to herein as the “Recorded Items.” D. It is the intent of the Parties that the order of priority of the Recorded Items as liens on or charges against the Property be as follows:
i. Chase Deed of Trust
ii. UCC-1 Financing Statement
iii. HOME Restrictions
iv. HTF/Land Restrictions
v. HOME Deed of Trust
vi. HTF/Land Deed of Trust
E. It is a condition precedent to the respective obligations of each Party under the Recorded Items to which it is a party that such Recorded Item unconditionally be and remain at all times a lien or charge on the Property, having priority with respect to the other Recorded Items in the order set forth above, and that each Party specifically and unconditionally subordinate the lien or charge of each of the Recorded Items to which it is a party as necessary in order that the Recorded Items have the relative priority set forth above.

In consideration of the mutual benefits accruing to the Parties and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce each Party to enter the Recorded Items to which it is a party, the Parties agree as follows:

AGREEMENT

1. Priority and Subordination.
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(a) Each Recorded Item, and any and all renewals and extensions thereof, shall unconditionally be and remain at all times a lien or charge on the Property, having the relative priority with respect to the other Recorded Items as set forth above. Each Party intentionally and unconditionally waives, relinquishes and subordinates the lien or charge of the Recorded Items to which it is a party in favor of the lien or charge upon the Property of the other Recorded Items to the extent necessary so that the Recorded Items shall have the relative priority set forth above. (b) Each Party acknowledges that it has been offered a satisfactory opportunity to review each of the Recorded Items and related documents to the extent that it wishes to review them.
(c) Each Party acknowledges that its payment interests pursuant to the Recorded Items and any related documents shall have the relative priority with respect to payment interests pursuant to the other Recorded Items as set forth above. In addition, Junior Lender agrees that repayment of the indebtedness evidenced by the Junior Loan Documents and secured by the Junior Deed of Trust is and shall be subordinated to repayment in full of the indebtedness secured by the Chase Deed of Trust; provided, however, that Junior Lender may accept regularly scheduled payments due under its Loan Documents so long as no default has occurred and is continuing under Chase’s Loan Documents. Junior Lender agrees that from and after such time as it has received from either Chase or Borrower written notice that a default then exists under the Chase Loan Documents (as defined hereinbelow) (which has not been expressly waived in writing by Chase) or otherwise has actual knowledge of such a default, Junior Lender shall not receive or accept any payments under the Junior Lender Loan. If (i) Junior Lender receives any payment, property, or asset of any kind or in any form on account of the Junior Lender Loan after a default under the Chase Loan Documents of which Junior Lender has actual knowledge or has been given notice of, or (ii) Junior Lender receives, voluntarily or involuntarily, by operation of law or otherwise, any payment, property, or asset in or in connection with any bankruptcy proceeding, such payment, property, or asset will be received and held in trust for Chase. Junior Lender will promptly remit, in kind and properly endorsed as necessary, all such payments, properties, and assets to Chase.

Chase shall apply any payment, asset, or property so received from Chase to the outstanding indebtedness under the Chase Loan in such order, amount (with respect to any asset or property other than immediately available funds), and manner as Chase shall determine in its sole and absolute discretion.
(d) Without the prior written consent of Chase, Junior Lender shall not pursue any remedy including, without limitation, the acceleration and/or demand of all or any part of the obligations secured by the Junior Deed of Trust, any foreclosure proceeding, exercise of power of sale, exercise of any rights as a secured party under the Uniform Commercial Code, any other public or private sale, acceptance of a tender of title to all or any portion of the Property in full or partial satisfaction of the Junior Deed of Trust, obtaining of a receiver, obtaining of a restraining order, protective order or injunction, seeking of default interest, taking possession or control of all or any portion of the Property, applying any funds pledged to Junior Lender or to any other obligation, exercising of any right of setoff against Borrower, initiating or voluntarily participating in any action or proceeding against Borrower or any of Borrower’s assets, to enforce collection or payment of all or any portion of the obligations to Junior Lender or to enforce rights against all or any portion of the Property. Notwithstanding the foregoing, the Parties acknowledge and agree that this Section 1(e) 407
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shall not prohibit the Junior Lender from bringing a suit for specific performance, injunctive relief, or other action against Borrower to enforce the affordability restrictions of the Junior Restrictions. The parties also agree that notwithstanding the foregoing, Junior Lender shall be entitled, after disbursement of the proceeds of the HOME Loan, to enforce any repayment or recapture provisions in the HOME Loan Documents subject to the following conditions: (i) HUD has instructed Junior Lender to reimburse Junior Lender’s HOME Investment trust fund in any amount advanced by Junior Lender under the HOME Note not used in accordance with applicable law as the result of (in HUD’s sole determination) the involuntary, voluntary, or willful or intentional acts or omissions of Borrower; (ii) said enforcement of such recapture provisions shall be limited to collection actions against any guarantors of the HOME Loan and not the Borrower or the Property; and (iii) Junior Lender shall give Chase prior written notice of not less than thirty (30) days of Junior Lender’s exercise and/or enforcement of any such rights or remedies. (e) Chase shall have all approval, consent and oversight rights in connection with any insurance claims relating to the Property, any decisions regarding the use of insurance proceeds after a casualty loss or condemnation awards, the hiring or firing of property managers, or otherwise related in any way to the Property, and Junior Lender shall have no right to object to any such action or approval taken by Chase and shall consent thereto and be bound thereby.

2. Reliance. The Parties would not enter into the Recorded Items to which they are parties without this Agreement.

3. Recording. Each Party consents to the recording of each of the Recorded Items and this Agreement.

4. No Obligation. No Lender is under any obligation to any other Lender to, nor has any Lender represented that it will, see to the application of any proceeds of any loan secured by any of the Recorded Items except as may otherwise be set forth in a written agreement (other than this Agreement) executed by the Lender sought to be charged with such an obligation.

5. Notice of Default; Opportunity to Cure.
(a) Each Party shall give each of the other Parties notice of default under each Recorded Item in favor of such Party prior to enforcing remedies for such default against Borrower or the Property and each of the other Parties shall have the right to cure such default at any time that Borrower would have a right to cure it.
(b) If, prior to a foreclosure sale under a Recorded Item, a Lender or an entity wholly owned by a Lender takes title to the Property and cures the default on that Recorded Item, the beneficiary of that Recorded Item will not exercise any right it may have to accelerate the indebtedness secured by that Recorded Item solely by reason of that transfer (or will accept reinstatement if acceleration has already occurred).
(c) In the event a Lender acquires title to the Property, that Lender shall have the right to assume and succeed to Borrower's obligations under that Recorded Item and the documents secured by that Recorded Item, under the terms and conditions existing prior to the 408
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default, upon compliance with the reasonable requirements of the Lender which is the beneficiary of that Recorded Item as to assumptions.

6. Actions by Chase; Certain Waivers. Chase, without the consent of or notice to any other Lender, may enter into amendments of the Chase Deed of Trust and the documents and obligations secured thereby (collectively, the “Chase Loan Documents”) in any manner, may release any or all persons or entities liable for any obligation secured by the Chase Loan Documents, and may release any or all security for the obligations secured by the Chase Loan Documents, all without affecting the subordination under this Agreement, provided that the consent of the Junior Lender shall be required for any amendments or modifications of the Chase Loan Documents which (i) increase the amount of the Loan (other than permitted protective advances), (ii) increase the interest rate (except as set forth in the Chase Loan Documents), or (ii) decrease the term of the Loan, which consent shall not be unreasonably withheld, delayed or conditioned. Any Lender may release any or all persons or entities liable for any obligation secured by the deed of trust in its favor and the documents secured thereby (collectively, with respect to each respective Lender, that Lender’s “Loan Documents”), without the consent of or notice to any other Lender, all without affecting the subordination under this Agreement. Each Party waives any right to require marshaling of assets or to require a Lender to proceed against or exhaust any specific security for the obligations secured by any of the Loan Documents, and waives any and all defenses arising out of the loss or impairment of any right of subrogation to the lien of any of the Loan Documents

7. Reserved.

8. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the priority of the lien and charge of the Recorded Items against the Property and all prior understandings and agreements on that subject, if any, are superseded and replaced by this Agreement.
(b) Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the state where the Land is located. (c) Successors; Assignment. This Agreement is for the benefit of the Lenders and their respective successors and assigns, and any provision hereof may be waived or modified by agreement of Lenders without the consent of Borrower, and without affecting the priority of the liens and charges of the Recorded Items as provided in this Agreement. The heirs, administrators, assigns and successors-in-interest of the Parties shall be bound by this Agreement. This Agreement may be assigned by a Party only as a part of an assignment of such Party’s interest in the Property.
(d) Notices. All notices to be given pursuant to this Agreement shall be in writing and shall be deemed given when hand-delivered, or two business days after deposit in the U.S. mail, postage prepaid, to the Parties at the addresses set forth below, or to such other place as a Party may from time to time designate for itself by notice to the other Parties. No successor or 409
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assign of a Party shall be entitled to notices or opportunity to cure defaults hereunder unless notice of the transfer is given in accordance with this subsection. (e) Amendment. This Agreement may be amended only by a writing signed by the Parties, but this clause shall not impair the validity of any further agreements among fewer than all of the Parties as among themselves.
(f) Legal Costs. In the event of any litigation, arbitration or other legal proceeding in which any Party seeks to enforce its rights under this Agreement or to recover damages for the breach thereof, the prevailing Party or Parties shall be entitled to recover its legal costs and expenses, including but not limited to attorneys’ fees, from the non-prevailing Party or Parties, whether such costs and expenses are incurred in connection with trial court proceedings, on appeal, in bankruptcy or other insolvency proceedings, in post-judgment collection proceedings, or otherwise.
(g) Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and whether or not all Parties execute each counterpart.
(h) Completion of Recording Information. If this Agreement is signed without completion of certain recording information called for above, any Party or any escrow agent or title insurance company acting on the instructions of any Party is hereby authorized to insert such information prior to recording this Agreement.
(Remainder of page intentionally left blank)
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NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR INTEREST IN THE

PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OR CHARGE OF SOME OTHER OR LATER INSTRUMENT.

BORROWER:

DELTA LANE HOUSING PARTNERS II LP,
a California limited partnership
By: JHC-Tower Bridge LLC,
a California limited liability company,
its Managing General Partner
By: Jamboree Housing Corporation,
a California nonprofit public benefit corporation,
its Manager
By:

Michael Massie
Chief Development Officer
Address:

Delta Lane Housing Partners II, LP
c/o Jamboree Housing Corporation
17701 Cowan Avenue, Suite 200
Irvine, CA 92614
411
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Subordination Agreement (City of West Sacramento)
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NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR INTEREST IN THE

PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OR CHARGE OF SOME OTHER OR LATER INSTRUMENT.

Chase:

JPMORGAN CHASE BANK, N.A.
a national banking association
By: _______________________
Name: Jonathan Veach
Its: Authorized Signatory
Address:

JPMorgan Chase Bank, N.A.
560 Mission St, 3rd Floor
San Francisco, CA 94105
Attention: Chase Community Development Banking
412
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Subordination Agreement (City of West Sacramento)
4885-0877-0093, v. 2
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR INTEREST IN THE

PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OR CHARGE OF SOME OTHER OR LATER INSTRUMENT.

JUNIOR LENDER
The City of West Sacramento,
a California municipal corporation
By:

Aaron Laurel, City Manager

ATTEST:
_____________________
City Clerk
Address:
1110 West Capitol Avenue
West Sacramento, CA 95691
Attn: Aaron Laurel
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A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

COUNTY OF _______________ )
On ___________________, before me, _____________________, a notary public in and for said state, personally appeared ____________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacities, and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _________________________________________ (Seal) 415
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A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _________________________________________ (Seal) 416
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EXHIBIT A

LEGAL DESCRIPTION
(To be attached)
417

CITY COUNCIL AGENDA REPORT
MEETING DATE: October 19, 2022 ITEM # 14
SUBJECT:

CONSIDERATION OF RESOLUTION 22-130 CORRECTING THE TRAFFIC AND PARKS

IMPACT FEES RELATED TO RECENTLY APPROVED TARGETED FEE REFORM IN

WASHINGTON AND CENTRAL BUSINESS DISTRICTS

INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Marc Rotteveel, Finance Analyst
Finance Department
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
This report requests City Council’s approval of Resolution 22-130 updating the Book of Fees to correct the Traffic Impact Fee and Park Impact Fee reductions approved by City Council on August as part of the targeted impact fee reform for infill development Washington District and Central Business District.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council adopt Resolution 22-130 approving corrected Traffic Impact Fees and Park Impact Fees related to the targeted impact fee reform approved in August 2022.

BACKGROUND
On March 2, 2022, Council approved staff’s recommendations provided in an Agenda Report, Revising Facility Financing Strategies for the City’s Impact Fee Program in Urban Infill Areas. That report summarized data and recommendations from a report and competitive market set analysis completed by Economic & Planning Services (“EPS Report”) comparing development fees, total development costs, and developer profits for certain development prototypes within three West Sacramento and three Sacramento urban districts. The EPS Report’s pro-forma analysis focused on three project prototypes: infill office, high-density single-family residential, and multifamily projects. The infill project areas studied in West Sacramento were the Bridge District, the Washington District, and the Central Business District (CBD). In Sacramento the infill project areas were the Railyards, the Central City, and the River District. These three districts are direct competitors in the sub-region area for West Sacramento’s mixed-use riverfront districts. Based on the pro-forma analysis for each project prototype in each of the six districts, the EPS report concluded that the Washington and Central Business Districts in West Sacramento were not competitive for all prototypes in relation to City of Sacramento’s districts. The report demonstrated that the fees in the City’s other study areas and under the Bridge District tier 2 fee structure, for all prototypes, resulted in a measurable competitive disadvantage in attracting private investment. The Bridge District tier 2 fees are established by Community Facility Financing District 27 and will take more time for staff to review. For this reason, staff focused on the CBD and Washington District for its March 2, 2022, recommendations regarding a pilot impact fee reduction program.

On August 17, 2022, Council adopted Resolution 22-84 implementing the infill development reform to the City’s Book of Fees, effective September 19, 2022, for a period of three (3) years with the opportunity to extend for two (2) additional years at the discretion of the City Manager. The Resolution directed the Finance Director to amend the Book of Fees and directed City staff to adjust the City-managed impact fees within these defined districts for a set term for the purpose of attracting new private investment in the City. Additionally, the adoption of Resolution 22-84 delegated authority to the City Manager to amend any impact fee deferral agreements, authorized under Resolution 18-52, for eligible projects with agreements dated no later than December 31, 2021. The resolution authorized the City Manager to retroactively align those deferred impact fees with the adjustment approved, pursuant to the terms and conditions as described in the Resolution.

ANALYSIS
Upon implementation of Resolution 22-84, staff discovered inconsistencies in the fee zones for Traffic Impact Fees and Park Impact Fees that require correction. Traffic Impact Fees are applied to zones, and staff believed that Zone 3 fully incorporated the Washington and CBD Districts to which the fee reform was intended to apply, thus the Council action requested and approved via Resolution 22-84 was to apply the fee reform to Zone 3.

During implementation of the fee reform as approved by Council, staff identified that Zone 3 incorporates additional areas outside of the Central Business District, and the Washington District is included in Zone 4, along with the Bridge District. As such, the Book of Fees must be updated to apply the full impact fee (prior to the reduction) to the portion of Zone 3 that is outside of the Central Business District, and to apply the newly reduced 418 Resolution 22-130 Impact Fee Program
October 19, 2022

Page 2 ends

impact fees to the portion of Zone 4 which is Washington District. Attachment 2 provides diagrams for the Traffic Impact Fees and Park Impact Fees to show the areas impacted. Only CBD (gold) and Washington District (blue) areas within Traffic Districts 3 and 4 are subject to the fee reform reductions. The remaining green area (West Capitol Action Plan area) will continue to remain eligible for 50% credits toward Neighborhood Park Impact Fees.

It was also discovered during the implementation that a section of the Parks Impact Fee verbiage was removed that provided credits for Neighborhood Park facilities in the West Capitol Avenue Action Plan and Washington Specific Plan areas. Development within the West Capitol Avenue Action Plan area that is outside of the Central Business District is still eligible for a 50% credit against the Parks Impact fee for Neighborhood facilities, and as such, the verbiage is proposed to be reinstated and adjusted to apply the credits appropriately to the West Capitol Avenue Action Plan area that is outside of the Central Business District.

Environmental Considerations
This action is not a project that is subject to CEQA because it is not an activity that may cause either a direct or reasonably foreseeable indirect physical change in the environment. (Pub. Resources Code, § 21065; CEQA Guidelines §§ 15060(c), 15378(a).)
Commission Recommendation
N/A
Strategic Plan Integration
This item is in support of the Council’s 2019 Strategic Plan Policy Agenda’s High Priority item” Riverfront Development Tools.”
Alternatives
No alternative is recommended as this action is proposed to correctly implement the fee reform directed by Council in March and approved by Council for implementation in August.

Coordination and Review
This report was coordinated with the City Attorney and staff from the Community Development Department.

Budget/Cost Impact
There is no additional budget impact for this action as it is merely a correction to appropriately and accurately implement action taken by Council as part of Resolution 22-84.

ATTACHMENT(S)

1. Resolution 22-130

2. Traffic and Park Impact Fee Diagrams
419
Attachment 1
RESOLUTION 22-130

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO

CORRECTING THE TRAFFIC AND PARKS IMPACT FEES RELATED TO RECENTLY

APPROVED TARGETED FEE REFORM IN WASHINGTON AND CENTRAL BUSINESS

DISTRICTS
WHEREAS, the City Council has the authority to establish fees or service charges which do not exceed the reasonable cost of enforcing regulatory activities or providing products or services; and
WHEREAS, the City Council has exercised this authority by adopting Resolution 89-128 establishing the City of West Sacramento Book of Fees; and WHEREAS, this Book of Fees is amended from time to time to reflect changes in the cost of enforcing regulatory activities or providing products or services; and WHEREAS, EPS performed a study evaluating the feasibility of certain prototyped developments in West Sacramento’s urban districts in comparison with Sacramento’s urban districts and found that West Sacramento’s development impact fee program is an additional regulatory barrier to development of housing and commercial products in urban infill areas of the City and is contributing to a housing shortage in the City; and WHEREAS, the report was presented to Council on March 2, 2022, and at that meeting, Council approved a targeted impact fee reform program and directed staff to return to Council at a future date with a resolution to implement the recommended fee reductions; and WHEREAS, the City Council approved Resolution 22-84 on August 17, 2022 to amend the Book of Fees to implement a targeted fee reform program in Washington and Central Business Districts; and
WHEREAS, during implementation of Resolution 22-84, errors were discovered in the Book of Fees for Traffic Impact Fees and Park Impact Fees which applied fee reform to areas outside of the Central Business District and did not fully include all portions of the Washington District; and
WHEREAS, the City Council wishes to correct the Book of Fees for Traffic Impact Fees and Park Impact Fees to appropriately and accurately apply the targeted infill fee reform as intended.

NOW, THEREFORE, BE IT RESOLVED, ORDERED, AND FOUND by the City Council of the City of West Sacramento that:

1. The City Council hereby approves updates to the Book of Fees as provided in Exhibit A to this Resolution. The changes result in a fee reduction and the fees and charges adopted herein and attached become effective immediately unless otherwise indicated on the fee schedule or provided for in California law and will last for an initial period of three (3) years.

2. The City Manager is hereby delegated authority to continue this reform program for an additional two (2) years.
a. The City Manager’s authority to extend the reform program is conditioned upon the completion of a comprehensive update the City’s impact fee program. If the 420
comprehensive update is not complete at the end of the three-year period, the City Manager may extend the program for two additional years.

3. The City Manager is hereby delegated authority to amend any impact fee deferral agreements approved by the City no later than December 1, 2021 for the purpose of aligning those fees with the reform program’s fees.

4. The Impact Fees shall be adjusted annually using the Engineering News-Record’s Construction Cost Index.

PASSED AND ADOPTED by the City Council of the City of West Sacramento this 19th day of October 2022, by the following vote:

AYES:

NOES:

ABSENT
Martha Guerrero, Mayor
ATTEST:

Jennifer Cusmir, City Clerk
421

CITY OF WEST SACRAMENTO

BOOK OF FEES
Description Authority Effective Date
TRAFFIC IMPACT FEES Resolution 10-14 Apr. 1, 2011
CITYWIDE BY DISTRICT Inflationary Adjustment
Resolution 22-84
Resolution 22-130
Jan. 1, 2022
Sept. 19, 2022
Oct. 19, 2022
Administered by Finance Department Page 1 of 4
Traffic Impact Fees are supported by a study entitled 2005 Traffic Impact Fee Study Update, prepared by DKS Associates and the Interim Traffic and Park Impact Fee Study, prepared by the City of West Sacramento and Economic & Planning Systems, Inc. (dated February 2010).

Fees in this study reflect 2005 costs. Fees have been updated to July 2009 using the ARTBA Index. Beginning on January 1, 2011, the July Engineering News-Record’s 20 Cities Index (ENRCCI) will be used to update the traffic fees each year. The fees below have been indexed to July 2021 ENRCCI (12237.69).

Fee Schedule
A. FEES
Land Use Category Notes:

Outdoor bulk storage uses shall pay a traffic impact fee based on an assumed 40% floor area. It shall be calculated on a per acre basis (acreage of use X 4 X 43.650 X the applicable HI or WRI fee rate). The fee shall be collected with the business license for the outdoor bulk storage use. The fee shall not be collected more than one time on a given area for an outdoor bulk storage use.

Heavy industrial category applies to uses that deal with large cargo handling or raw material transfer, storage, manufacture, refining or processing.

Light industrial category applies to uses such as semiconductor manufacturing, machine shops, bottling plant, printing plants, inert material manufacture, laboratory (i.e., research, materials testing), cabinetmakers, etc.

Heavy commercial category applies to establishments such as building material supply, lumber supply, hardware, home improvement stores and nurseries.

General Notes:

Credit against traffic impact fees shall be provided when a building permit for demolition of a previous structure of similar use on the same lot has been obtained within the five years previous to building permit issuance for a new structure.

Traffic impact fees for land uses which do not fit into the above listed categories shall be evaluated by the City Engineer on a case-by-case basis by establishing a ratio of relative impacts, as identified within the ITE Codes, between the proposed land use and a similar land use listed above. Traffic impact fees will not be collected at the time of building permit issuance for a shell building, but will be collected at the time of the building permit for tenant improvements and will be charged at the rate in effect at the time of that permit.

On March 3, 2010, the City Council approved interim traffic fees that reduced the fees by 20%. These reductions were not extended by the City Council at its March 16, 2011 422

CITY OF WEST SACRAMENTO

BOOK OF FEES
Description Authority Effective Date
TRAFFIC IMPACT FEES Resolution 10-14 Apr. 1, 2011
CITYWIDE BY DISTRICT Inflationary Adjustment
Resolution 22-84
Resolution 22-130
Jan. 1, 2022
Sept. 19, 2022
Oct. 19, 2022
Administered by Finance Department Page 2 of 4
meeting; therefore, these Interim Traffic Fees have been automatically adjusted to their previous level effective April 1, 2011, including all applicable adjustments for inflation.

Fee Schedule
A. (continued)
Table 1
Fee Schedule - CIP Projects
Land Use
Category UNIT
Southport –
District 1
Fee
Port Industrial - District 2
WC/CBD – District 3
Lighthouse – District 5
Reed/Harbor – District 6
Fee
Central
Business
District
(within
WC/CBD –
District 3)
Fee
Riverfront –
District 4
Fee
Riverfront
Washington
District (within
Riverfront –
District 4)
Fee
Industrial
Light Industrial
1,000
s.f. $18,875 $14.018
$14.01
8 $8,148 $8,148
Heavy Industrial
1,000
s.f. $3,660 $2.717
$2.717
$1,579 $1,579
Warehousing
1,000
s.f. $9,053 $6.723
$6.723
$3,907 $3,907
Residential
700 s.f. or less du $4,064 $3.018 $1,207 $1,754 $702
701 to 1,100 s.f. du $12,725 $9.451 $3,780 $5,494 $2,197 1,101 to 2,500 s.f. du $16,010 $11,891 $4,756 $6,911 $ 2,764 Greater than 2,500
s.f. du $20,731 $15.396
$6,158 $8,948 $ 3,579
Lodging
Hotel/Motel Room $11,005 $8.173 $8.173 $4,751 $4,751
Recreational
Movie Theater
1,000
s.f. $30,497 $22,649
$22,64
9 $13,163 $13,163
Health Club
1,000
s.f. $17,208 $12,779
$12,77
9 $7,428 $7,428
Institutional
Schools/Day Care student $988 $734 $734 $427 $427
Church
1,000
s.f. $9,509 $7,062
$7,062
$4,105 $4,105
Medical
Hospital
1,000
s.f. $23,871 $17,729
$17,72
9 $10,304 $10,304
Nursing Home/
Continuing Care
1,000
s.f. $3,620 $2,688
$2,688
$1,563 $1,563
Office
150,000 or less 1,000
s.f. $18,033 $13,392 $7,500 $7,783 $4,203
423

CITY OF WEST SACRAMENTO

This is based on the assumption that the following projects will be developer financed and constructed:
 5th Street
 Southport/Village Parkway
 South River Road in Triangle Area
 Lake Washington
 40% of remaining traffic signals
C. TRAFFIC IMPACT FEE ADJUSTMENT FOR TRANSIT
The City anticipates establishing a transit funding program. Should such a program be implemented, adjustments to the traffic impact fee may be negotiated with project applicants who participate in a financing district for transit improvements that reduce traffic generation. Participation may include advance funding, formation of a financing district, or annexation to an existing financing district
Fee Schedule - CIP Projects
Land Use
Category UNIT
Southport –
District 1
Fee
Port Industrial - District 2
WC/CBD – District 3
Lighthouse – District 5
Reed/Harbor – District 6
Fee
Central
Business
District
(within
WC/CBD –
District 3)
Fee
Riverfront –
District 4
Fee
Riverfront
Washington
District (within
Riverfront –
District 4)
Fee
150,001 to
300,000
1,000
s.f. $22,207 $16,492 $9,235 $9,585 $5,176
Greater than
300,000 s.f.
1,000
s.f. $24,654 $18,309 $10,25
3 $10,641 $5,746
Retail
100,000 s.f. or less 1,000
s.f. $17,346 $12,882 $12,882 $7,488 $7,488
Greater than
100,000 s.f.
1,000
s.f. $25,975 $19,292 $19,29
2 $11,213 $11,213
Heavy Commercial 1,000
s.f. $11,279 $8,378 $8,378 $4,870 $4,870
Furniture Store 1,000
s.f. $5,303 $3,938 $3,938 $2,288 $2,288
Restaurant 1,000
s.f. $18,448 $13,701 $13,701 $7,964 $7,964
Restaurant
w/Drive Thru
1,000
s.f. $74,654 $55,445 $55,44
5 $32,224 $32,224
424

CITY OF WEST SACRAMENTO

AUTHORITY DATE ACTION
Ord.93-18 10/10/94 Adoption of citywide traffic fee
Res. 94-90 12/7/94 Update traffic costs (new development) Res. 95-72 12/6/95 Annual indexing policy
Res. 01-100 12/12/01 2001 Traffic Impact Fee Study
Res. 03-125 12/23/03 Update traffic cost
Res. 06-1 1/18/06 2005 Traffic Impact Fee Study
Res. 08-89 12/10/08 Add D.

Res. 10-14 3/3/10 Update for Interim Traffic and Park Fee Study Res. 10-14 3/16/11 Council approved that interim fees sunset per resolution and adjusted to previous levels effective 4/1/11
Res. 22-84
Res. 22-130
9/19/22
10/19/22
Adoption of impact fee reform program in Central Business District and Washington District
Correction of Targeted Infill Fee Reform program in Central Business District and Washington District
425
Traffic Impact Fees – Citywide by District – Attachment 426

CITY OF WEST SACRAMENTO

BOOK OF FEES
Description Authority Effective Date
PARK IMPACT FEES Resolution 21-67 Apr. 1, 2011
Plan Update
Inflationary Adjustment
Resolution 22-84
Resolution 22-130
Jan. 1, 2022
Sept. 19, 2022
Oct. 19, 2022
Administered by Finance Department Page 1 of 2
Fees are supported by the Parks, Recreation and Open Space Master Plan prepared by PROS Consulting, dated April 17, 2019 (the “2019 Master Plan”) and the 2021 Parks, Recreation and Open Space Master Plan Impact Fee Analysis (the “2021 Fee Analysis”), which included a 10- year Capital Improvement Program (CIP) reflecting land acquisition and construction of park, trail and recreation facility improvements based on recent project costs and Department estimated facility costs. The 2021 Fee Analysis applied a 5% cost escalator to the estimated total CIP costs identified in the 2019 Master Plan. Costs associated with more recent planning efforts/development projects in the City have been incorporated, including: Washington Realized, The Bridge District, Yarbrough, Pioneer Bluff, Stone Lock, River Park, and Liberty. The total value of the 2019 Master Plan CIP is $180 million. Of this amount, $112 million in capital improvements are estimated to be funded with the Park Impact Fee. The balance is estimated to be funded through other sources of funding, including grant funding, public/private partnerships, sales tax measure funding and/or other appropriate impact fee funding.

The Park Impact Fee will be updated annually based on the Engineering News-Record’s Construction Cost Index. Estimated costs and corresponding fees in the study have been indexed from July 2020 (11439.11) to July 2021 (12237.69).

Fee Schedule
A. CHARGE: NEIGHBORHOOD FACILITIES
Land Use Category Unit Fee CBD & Washington
District Fees
Residential Dwelling Unit
Single-family $1,960 $980
Multifamily $1,607 $804
B. CHARGE: COMMUNITYWIDE FACILITIES
Land Use Category Unit Fee CBD & Washington
District Fees
Residential Dwelling Unit
Single-family $10,049 $4,623
Multifamily $8,241 $3,791
Nonresidential Per Bldg. Sq. Ft.

Commercial $1.31 $1.31
Office $1.84 $1.29
Industrial [1] $0.91 $0.91
427

CITY OF WEST SACRAMENTO

C. CREDITS
Development in the West Capitol Avenue Action Plan area, but outside of the Central Business District, are eligible for a 50% credit for the Neighborhood Facilities.

The City Manager may provide credits against the Park Impact Fees for a previous structure of similar use on the same lot that was lawfully demolished within five years of the building permit issuance for a new structure.

HISTORY:

AUTHORITY DATE ACTION
Res. 93-118 12/15/93 Adoption of citywide park facilities development fee Res. 03-31 5/14/04 Update current land values
Res. 03-125` 12/23/03 Update for 2003 Park Master Plan
Res. 10-14 3/3/10 Update for Interim Traffic and Park Fee Study Res. 10-14 3/16/10 Council approved that interim fees sunset per resolution and adjusted to previous levels effective 4/1/11
Res. 21-67
Res. 22-84
Res. 22-130
10/6/21
9/19/22
10/19/2022
Updated Park Impact Fee Analysis
Adoption of targeted impact fee reform program in Central Business District and Washington District
Correction of Resolution 22-84 to reapply 50% credit for Neighborhood Parks in West Capitol Avenue Area outside of Central Business District 428
Capital City Fwy

LEROY GREENE

SCHOOL PARK
Broderick
Mikon
Peethill
Bryte
Capital City Fwy
Carlton E F
orbes Fwy

SACRAMENTO
RIVER

PARKWAY

FREDRICK
MILLER

REGIONAL
PARK
West
Sac ramento

ALLIANT INT'L

UNIVERSITY-SACRAMENTO
MACY
4 3
2 6
5 JEFFERSON BLVD

HARBOR BLVD

SACRAMENTO AVE

WEST CAPITOL AVE

SOUTH RIVER RD

SOUTHPORT PKWY
Legend
Impact Fee Traffic Zone
Central Business District
Washington Specific
Plan
West Capitol Action Plan
Area
¥

WASHINGTON SPECIFIC PLAN & CENTRAL BUSINESS DISTRICT

IMPACT FEE MAP
0 0.25 0.5 1
Miles 429

DISCOVERY
PARK
West
Sac ramento
Sac r

WILLIAM LAND
PARK
SACRAM
EXECU
AIRPO

JEFFERSON BLVD HARBOR
BLVD

SOUTH RIVER RD

SACRAMENTO AVE

WEST CAPITOL AVE

SOUTHPORT PKWY
Legend
Central Business District
Washington Specific
Plan
West Capitol Action Plan
Area¥

PARK IMPACT FEE MAP
0 0.38 0.75 1.5
Miles 430

CITY COUNCIL AGENDA REPORT
MEETING DATE: October 19, 2022 ITEM # 15
SUBJECT:

CONSIDERATION OF A PRE-QUALIFED LIST FOR ON-CALL FINANCIAL SERVICES

AND DELEGATION OF AUTHORITY TO THE CITY MANAGER TO EXECUTE ON CALL

CONTRACTS WITH THE FIRMS ON THE ON-CALL LIST
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Marc Rotteveel, Finance Analyst
Finance Department
ATTACHMENT [ ] Yes [ X ] No [ ] Information [ ] Direction [ x ] Action

OBJECTIVE
The purpose of this report is to consider approval of a list of pre-qualified vendors to provide a variety of financial services.

RECOMMENDED ACTION
Staff respectfully recommended that the City Council:

1. Approve the proposed professional services list to provide on-call financial consulting services for a period of three (3) years and with an option to extend for two (2) additional years, for a maximum term of five (5) years.

2. Delegate authority to the City Manager, or designee, to approve and execute on-call contracts with each of the consultants in an initial amount of $100,000 each and undertake any and all actions necessary to implement the contracts.

3. Delegate authority to the City Manager, or designee, to approve and execute amendments to the contracts for amounts included in the Council approved budget.

BACKGROUND
The City has historically maintained an on-call list of consultants to provide financial consultant services for projects as needs arise. The previous on-call list was developed from a solicitation performed in 2015 and expired in May 2020. The City continues to require the services of highly qualified firms to provide as-needed professional financial consulting services, including:
 Fiscal Impact Analysis
 Community Facility District (CFD) formation
 Assessment District (AD) formation
 Property Based Business Improvement District (PBID) formation  Development Impact Fee Studies
 Infrastructure Financing District (IFD)/Enhanced Infrastructure Financing District (EIFD) formation  Other Financing District formation
 Property tax and special tax financial analysis
 Preparation of Rate and Methods of Apportionment (RMA)/Hearing Reports  Preparation of Benefit Methodology
 Preparation of Finance Plans
 Preparation of Nexus Studies
 Preparation of Engineer’s Reports
 Financial/Municipal Advisor Services
 Debt Analysis
 Long-Term Financial Modeling/Projections
 Other Financial Analysis/Services
The above list is not meant to constitute an exhaustive list of specialty areas or areas of knowledge. Firms on the on-call list may be called upon to provide other related services, not specifically identified in this list, in connection with a particular transaction or project.

ANALYSIS
A Request for Qualifications (RFQ) for On-Call Financial Consulting Services was issued by City staff on July 19, 2022. The RFQ was posted online through the City’s procurement portal. Seven (7) firms submitted Proposals for consideration.
431
Professional Services Contracts for On-Call Financial Services October 19, 2022

Page 2 ends

On September 12 and September 16, a panel consisting of four (4) staff members from the Finance Department and the Economic Development & Housing Department evaluated the proposals and ranked them based on criteria provided in the RFQ, including: the firm’s experience, the firm’s approach and understanding of the City’s needs, the firm’s assigned professionals, and the firm’s cost structure. The evaluation team then interviewed the seven (7) firms to understand qualifications, experience, services provided, areas of strength, and capacity to assist the City in the various potential areas of need. The Evaluation Committee unanimously recommends the City Council approve the placement of all seven (7) firms on the pre-qualified consultant list (ranked alphabetically, not by scores):

1. Del Rio Advisors LLC

2. Goodwin Consulting Group, Inc.

3. Keyser Martson & Associates

4. KNN Public Finance, LLC

5. Larsen & Wurztel Associates

6. NHA Advisors, LLC

7. Urban Futures, Inc.

Some of the firms provide similar/overlapping services, and some specialize in specific areas. It is recommended to have several firms that can provide the same services in case there are conflicts between projects or in case a firm does not have capacity to take on a project within the City’s required timeframe. An on-call contract is recommended for each firm for ease and timeliness of starting work on projects when needed without further delay to perform a solicitation and negotiate a contract in advance of each project. The authority to approve and execute on-call contracts with the firms on the list, as well as to amend those contracts for specific projects with budget appropriations approved by Council, is proposed to be delegated to the City Manager. The on-call list and the on-call contracts will be active for an initial term of three (3) years with the ability to extend the term for two (2) additional years with satisfactory performance. When work is needed from a financial consultant, the firms would be asked to provide a brief proposal for the work, and a notice to proceed will be issued to the firm selected for that project.

This on-call list does not preclude City staff from holding separate solicitations for additional services.

Environmental Considerations
Not applicable
Commission Recommendation
Not applicable
Strategic Plan Integration
Not applicable
Alternatives
The City Council’s alternatives are as follows:

1. Approve staff’s recommendation with modification to the recommended consultant list.

2. Reject staff’s recommendation and instead direct staff to either recirculate the RFQ, or instead solicit financial consulting services on a case- by-case basis as the need arises in the future.

Neither of the above alternatives are recommended as they would serve to delay future projects.

Coordination and Review
Not applicable.

Budget/Cost Impact
Selection of preferred consultants to provide financial consulting services will have no immediate financial impact to the City. When needed, the City will utilize the pre-qualified list to seek a proposals for each engagement and will issue notices to proceed for budgeted projects in order for work to commence.

ATTACHMENTS

1. Del Rio Advisors LLC RFQ Proposal
432
Professional Services Contracts for On-Call Financial Services October 19, 2022

Page 3 ends

2. Goodwin Consulting Group, Inc. RFQ Proposal

3. Keyser Martson & Associates RFQ Proposal

4. KNN Public Finance, LLC RFQ Proposal

5. Larsen & Wurztel Associates RFQ Proposal

6. NHA Advisors, LLC RFQ Proposal

7. Urban Futures, Inc. RFQ Proposal
433
"Independent Registered Municipal Advisor"
Del Rio Advisors, LLC
1325 Country Club Drive
Modesto, CA 95356
Phone: (209) 543-8704
Mobile: (209) 480-1862
Email: [email protected]
August 9, 2022
Mr. Aaron Laurel
City Manager
City of West Sacramento
1110 West Capitol Avenue, 3rd Floor
West Sacramento, CA 95691
Dear Mr. Laurel:

Del Rio Advisors, LLC (“DRALLC”) appreciates the opportunity to respond to your Request for Qualifications (“RFQ”) to provide services to the City of West Sacramento (“City”). DRALLC is an Independent Registered Municipal Advisor that has a practice primarily focused on California cities.

Proposer’s Name and Contact
Del Rio Advisors, LLC
Kenneth L. Dieker, Principal
1325 Country Club Drive
Modesto, CA 95356
[email protected]
(209) 543-8704 (Phone)
(209) 480-1862 (Mobile)
Statement of Offer
This offer, including the rate sheets filed separately, remain valid for at least 90 business days after the proposal due date.

Conflicts of Interest
DRALLC represents that in connection with the issuance of municipal securities, it may receive compensation from an Issuer or Obligated Person for services rendered, which compensation is contingent upon the successful closing of a transaction and/or is based on the size of a transaction. Consistent with the requirements of MSRB Rule G-42, DRALLC hereby discloses that such contingent and/or transactional compensation may present a potential conflict of interest.

The City joined the California Municipal Finance Authority (the “CMFA”) Bond Opportunities for Land Development (“BOLD”) program to form Community Facilities Districts (“CFDs”) to primarily finance fees related to new development projects within the City’s jurisdiction. Upon approval of the City, DRALLC entered an engagement with CMFA to assist in the formation process of Improvement Area No. 1 and Improvement Area No. 2 for the City of West Sacramento - The 434
"Independent Registered Municipal Advisor"
Del Rio Advisors, LLC
1325 Country Club Drive
Modesto, CA 95356
Phone: (209) 543-8704
Mobile: (209) 480-1862
Email: [email protected]
Rivers CFD. Upon formation of each improvement area, DRALLC was paid a fixed fee from the developer deposit held by CMFA. DRALLC was only involved in the formation process and not the issuance of bonds. In the future, should another similar formation involve both the City and CMFA, and should the City request my assistance, DRALLC will certainly provide notice to the City of a potential conflict.

City Contract Terms
DRALLC already has a contract with the City to serve as Municipal Advisor. I have reviewed the City contract terms and insurance requirements. I have no changes and accept them with no qualifications.

Subcontractors
I am the Principal of DRALLC, the only member of the LLC and I will be the sole contact for this assignment. I plan to do the work myself and do not intend to use any subconsultants / subcontractors or other contracted parties to complete the Scope of Work.

Scope of Work
I have carefully reviewed the scope of services provided in the RFQ and I am more than able to provide the following listed services:
• Community Facility Districts (CFD’s) formation
• Assessment Districts (AD’s) formation
• Infrastructure Financing Districts (IFD’s) and Enhanced Infrastructure Financing Districts (EIFD’s) formation
• Other Financing District formation
• Property tax and special tax financial analysis
• Preparation of Finance Plans
• Financial/Municipal Advisor Services
• Debt Analysis
• Long-Term Financial Modeling/Projections
• Other Financial Analysis/Services
I am certainly able to consult on some of the other services listed in the RFQ but there are firms that specialize in certain areas such as preparation of Fiscal Impact Analysis, Development Impact Fee Studies, RMAs, Benefit Methodology, Nexus Studies and Engineer’s Reports. The RFQ also mentions other specialty areas where firms selected may be called upon to provide other services not otherwise identified in the RFQ. If the City reaches out, I am bound by my Duty of Care to provide my honest opinion of my qualifications and may recommend other firms which specialize in certain services.
435
"Independent Registered Municipal Advisor"
Del Rio Advisors, LLC
1325 Country Club Drive
Modesto, CA 95356
Phone: (209) 543-8704
Mobile: (209) 480-1862
Email: [email protected]
As you will see in the body of this response, my experience, not only with the City but with other like issuers, is a perfect match for the types of projects to be pursued by the City. I genuinely appreciate the opportunity to present my firm credentials and would very much like to continue my relationship with the City.

Respectfully Submitted,
Kenneth L. Dieker, Principal
Del Rio Advisors, LLC
1325 Country Club Dr.

Modesto, CA 95356
(209) 543-8704 Phone
(209) 480-1862 Mobile
[email protected]
436
"Independent Registered Municipal Advisor"

Page 1 ends

Table of Contents

3.3 PROPOSER’S MANDATORY QUALIFICATIONS AND EXPERIENCE............. 1

3.3A. Organization .................................................................................... 1

3.3.B Experience ....................................................................................... 2

3.3.C Public Agency Experience................................................................. 2

3.3.D Personnel......................................................................................... 5

3.3.E References ....................................................................................... 7

3.3.F Local Benefit................................................................................... 11

3.3.G History ........................................................................................... 12

3.3.H Legal Challenges ............................................................................ 12

3.3.I Fiscal Viability.................................................................................. 12

3.3.J Business License.............................................................................. 12

3.4 TECHNICAL PROJECT APPROACH………………………………….……………………. 14 REQUIRED DISCLOSURES………………………………….……………………. ................. 17

3.5 RATE SHEETS (POSTED SEPARATELY)…………………………………………………. 18

3.3 PROPOSER’S MANDATORY QUALIFICATIONS AND EXPERIENCE

3.3A. Organization
DRALLC was founded in 1991 under the name MuniSoft and incorporated as Del Rio Advisors, LLC in 2005. My name is Kenneth L. Dieker, I am the Principal of DRALLC, the only member of the LLC and I will be the sole contact for any assignment. My only office is located in Modesto, California.

I have been in the business for over 35 years with 31 years spent serving as Municipal Advisor. I currently have Municipal Advisor contracts with nineteen public agencies throughout California, one in Nevada and one in Massachusetts. I have a BA from the University of California, Berkeley and an MBA from Oregon State University. I am a Series 54 Registered Municipal Advisor Principal and a Series 50 Municipal Advisor Representative.
437
"Independent Registered Municipal Advisor"

Page 2 ends

3.3.B Experience
I got my start in municipal finance investment banking in 1987 with Rauscher Pierce Refsnes, Inc. (now RBC Capital Markets). I have been in the business for over 35 years with 31 years spent serving as Municipal Advisor. Since 1991, as both MuniSoft and DRALLC, I have completed 691 transactions totaling over $5.48 billion. The table below shows a breakout of the types of financings worked on as Municipal Advisor:

Type of Financing # of Issues Dollar Amount
Lease / Lease Revenue 38 $505,485,722
Water / Sewer Revenue 74 $2,115,371,122
Assessment District / CFD 102 $1,240,519,102
Tax Allocation / Successor Agency 61 $1,223,293,745
Miscellaneous (*) 413 $292,867,825
Total 691 $5,487,217,515
(*) Includes Pension Obligation Bonds, Property Assessed Clean Energy (“PACE”) Bonds and short-term instruments such as BANs and TRANs
Beside projects that resulted in the sale of bonds, I have also worked on 347 projects on a time and materials basis including, but not limited to:
(1) Planning for bond issuance
(2) Creating a comprehensive plan of finance
(3) CFD formation / Assessment District formation
(4) JPA formation and JPA agreements
(5) Producing proformas (water / wastewater / waste management) (6) Prepare all bond calculations
(7) Calculating semi-annual bond calls
(8) Educating staff / board / council members on bond related matters (9) Handling inquiries from investors / rating agencies / bond insurers (10) Preparing and filing ongoing continuing disclosure and material event notices

3.3.C Public Agency Experience
As you will see in the body of this response, my experience, not only with the City but with other like issuers, is a perfect match for the types of projects the City may request. I work on all types of financings and projects including, but not limited to, general fund lease, successor agency, CFDs/ADs (land-secured), water and sewer revenue and various short-term instruments.

I have worked for the City of West Sacramento since 2010. Besides several hourly projects, I have 438
"Independent Registered Municipal Advisor"

Page 3 ends

completed 26 transactions for the City totaling over $417.6 million and, since 2017, completed 6 transactions for the City totaling over $93.5 million. My most recent contract was approved on January 15, 2021, has an expiration date of January 15, 2024 with a right for the City to extend the agreement for an additional two years.

Below is a listing of the transactions completed over the last five years for the City and related entities:

Issuer Transaction
Principal
Amount Date
West Sacramento Financing Authority
2020 Water Revenue Refunding
Bond (Federally Taxable
Convertible) $40,175,000 7/30/2020
West Sacramento Area Flood Control
Agency
Assessment Revenue Refunding
Bonds, Series 2020 (Federally
Taxable) $11,655,000 1/29/2020
City of West Sacramento
CFD No. 29 (Port Towne
Infrastructure), Special Tax Bonds,
Series 2019 $3,645,000 9/17/2019
West Sacramento Financing Authority Water Revenue Bonds, Series 2017 $14,875,000 11/7/2017 West Sacramento Financing Authority
Wastewater Revenue Bonds, Series
2017 $9,010,000 11/7/2017
City of West Sacramento
CFD No. 27 (Bridge District), Special
Tax Refunding Bonds, Series 2017 $14,190,000 9/6/2017
I am currently working with the City on the formation of one or more services CFD(s) that will cover all the future developable land in the Southport area.

I have current long-term multi-year contracts to provide Municipal Advisor services to the following public agencies. For each of these, except the Western Placer Waste Management Authority, the City of Avenal and the City and County of San Francisco, there is a time and materials component for hourly projects. Under each contract, there is a contingent fee component when the issuance process begins for a particular transaction.

Issuer Contract Execution Contract Expiration
Western Placer Waste
Management Authority (*)
June 2022 December 2024
Incline Village General
Improvement District,
Nevada
April 2022 June 2027
Rancho Murieta Community
Services District
February 2022 December 2024
Tahoe City Public Utility
District
January 2022 December 2024
City of Lemoore September 2021 December 2024
439
"Independent Registered Municipal Advisor"

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Issuer Contract Execution Contract Expiration
San Joaquin Area Flood
Control Agency
August 2021 December 2028
City of West Sacramento January 2021 January 2024
City and County of San
Francisco (*)
July 2022 July 2024
Port of Stockton October 2020 September
2022 (with Two
One-Year
Extensions)
City of St. Helena August 2021 December 2024
CA Municipal Finance
Authority
Various CFDs for
Placer County
December 2023 to
December
2025
City of Dixon July 2022 June 2025
City of Stockton June 2022 June 2027
County of Placer May 2014 None
City of Woodland June 2020 June 2025
City of Patterson September 2021 December 2026
City of Palm Desert July 2015 None
Pioneer Community Energy
Authority
December 2017 None
Springfield Water and
Sewer Commission,
Massachusetts
October 2021 December 2024
City of Oakley April 2022 December 2025
City of Avenal (*) April 2021 December 2022
Notes:
(*) Contract is only for transactional services
Below is a sampling of several recent transactions completed for some of the clients listed above:

Example #1: $40,175,000, West Sacramento Financing Authority, 2020 Water Revenue Refunding Bond (Federally Taxable Convertible) (the “2020 Bonds”): The 2020 Bonds refunded prior bonds issued in 2012 that are not callable until October 1, 2022. The 2020 Bonds carry a taxable interest rate until the call date of October 1, 2022, at which time they convert to a tax-exempt rate. This was done as a direct placement where both the taxable and tax-exempt rates could be negotiated in advance with the purchaser. This a.k.a “Cinderella” structure allowed the City to take advantage of great interest rates at the time while working around the prohibition on advance refundings under the 2017 Tax Cuts and Jobs Act. The refunding saved $5.2 million ($420k per year) with NPV savings of 12.08%.
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3.3.D Personnel
I will be the sole contact for the City, will perform all the work myself, and will not use any subconsultants /subcontractors or any other contracting parties for any assignment with the City.

Below is a copy of my full resume’:

Work Experience:
4/91 - Present Del Rio Advisors, LLC (formerly MuniSoft), Modesto, California Principal: Services include but are not limited to: developing and/or reviewing a plan of finance; establishing and coordinating a financing team; providing technical services (including all related bond math); reviewing and commenting on all legal and disclosure documents; reviewing and making recommendations as to all financing costs; reviewing market conditions and marketability of the bonds; obtaining comparable interest rate scales from recent like issues and reviewing and commenting on continuing disclosure.

Other services include acting as either Cash Flow Consultant or Pricing Advisor and marketing internally developed bond sizing software under the name MuniSoft.

Example #3: $7,015,000, Patterson Public Financing Authority, Water Revenue Refunding Bonds, Series 2019B (Forward Delivery) (the “Series 2019B”): The bonds being refunded were issued in 2010 and were not callable until June 1, 2020. However, to take advantage of low interest rates at the time and to save on costs of issuance (issuing one vs. two separate series), the Series 2019B bonds were publicly sold on the same day (December 11, 2019) as a series of new money bonds (the “Series 2019A”). However, the Series 2019B bonds did not close until March 2, 2020, as opposed to the closing date of December 24, 2020 for the Series 2019A bonds. The forward delivery structure allowed the City to work around the prohibition on advance refundings under the 2017 Tax Cuts and Jobs Act, by closing as a current refunding within 90-days of the June 1, 2020 call date. The forward delivery structure also allowed the two series of bonds to share in the costs of issuance and allowed the refunding to take advantage of great interest rates at the time of the sale while not having to wait several months to issue. The refunding saved $2.4 million ($125k per year) with NPV savings of 22.98%.

Example #2: $39,857,997, Placer County Public Financing Authority, Refunding Revenue Bonds, Senior Series 2018A and Subordinate Series 2018B (the “Series 2018 Bonds”): The 2018 Bonds refunded numerous contractual assessments made to property owners from the Treasurer’s pool under the County’s mPOWER Placer PACE program. This was the first time PACE contractual assessments were refunded using a public finance structure (the Marks-Roos Local Bond Pooling Act). This refunding allowed the County Treasurer’s pool to recoup the dollars lent to the property owners. The Senior Series 2018A Bonds were sold publicly and the Subordinate Series 2019B were purchased by the County Treasurer’s pool and used to provide coverage for the 2018A Bonds. The Senior Series 2018A were rated A2 by Moody’s Investors Service and received insurance and a surety from Build America Mutual. The deal was named the Bond Buyer “Deal of the year” for 2018 in the category of Non-Traditional Public Finance.
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9/93 – 9/98 Linn-Benton Community College, Albany, Oregon Instructor: Taught Microsoft Excel, Lotus 1-2-3, Borland Quattro Pro, Borland Paradox, Intuit QuickBooks and Intuit Quicken classes for the Training and Business Development Center (TBDC) a local program of the Small Business Administration. 9/94 - 9/95 Oregon Coast Community College, Newport, Oregon Part-Time Faculty: Taught Fundamentals of Accounting including basic accounting and financial statement analysis.
9/91 - 6/93 Oregon State University, Corvallis, Oregon
Graduate Teaching Assistant: In charge of Hewlett Packard Microcomputing Lab containing 144 networked computers; supervised 15 lab assistants; conducted training on various software packages and provided technical assistance on student assignments. 3/87-9/90 Rauscher Pierce Refsnes, Inc. (currently RBC Capital Markets), San Francisco, California Associate, Public Finance: Responsible for maintaining firm underwriting and financial advisory relationships. Prepared and presented financing proposals; developed new business with refunding and new issue candidates; managed technical computer systems; developed bond sizing software in Microsoft Excel and Lotus 1-2-3 for use by technical staff and supervised the training and development of Financial Analysts.

Financial Analyst, Public Finance: Technical analysis on various financings including new issues and refundings. Prepared interview and presentation materials; conducted economic and legal research for official statements; prepared responses to requests for proposals; prepared cash flow analyses and detailed financing models.

Education: Oregon State University, Corvallis, Oregon
Master of Business Administration (MBA), June 1993
Emphasis: Finance
University of California, Berkeley, California
BA, December 1986
Golf Team: Two-Year Letterman
Alpha Sigma Phi Fraternity: President and Treasurer
Other: Series 54 Registered Municipal Advisor Principal Series 50 Registered Municipal Advisor Representative
Private Pilot (July 13, 2008, Certificate Number 3350351) 442
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3.3.E References
City and County of San Francisco, California (MA)
My most recent contract with the City and County of San Francisco was approved in July 2022 and has an expiration date of July 2024.

Ms. Anna Van Degna
Director, Controller’s Office of Public Finance
1 Dr. Carlton B. Goodlett Place
City Hall, Room 336
San Francisco, CA 94102
(415) 554-5956, [email protected]
Below is a listing of the most recent comparable projects:

Issuer Transaction
Principal
Amount Date
City and County of San Francisco
CFD No. 2014-1 (Transbay Transit
Center), Special Tax Bonds, Series
0201B (federally Taxable – Green
Bonds) $33,880,000 11/3/2021
City and County of San Francisco
Taxable General Obligation Bonds
(Affordable Housing, 2016
Preservation and Seismic Safety),
Series 2020C $102,580,000 12/8/2020
I am currently working on another series of bonds for CFD 2014-1 (Transbay Transit Center), Special Tax Bonds, Series 2022
County of Placer, California (IRMA and MA)
I have worked for the County of Placer since 2015. My contract has been amended several times to incorporate work on projects not otherwise anticipated. The contract does not have a specific expiration date but is capped to a dollar amount unless further amended. The IRMA notice for this client is posted on the County’s website.

Jenine Windeshausen
Treasurer – Tax Collector
County Finance and Administration Building
2976 Richardson Drive
Auburn, CA 95603
(530) 889-4148, [email protected]
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Below is the listing of the most recent comparable projects:

Issuer Transaction
Principal
Amount Date
North Lake Tahoe Public Financing
Authority
2022 Lease Revenue Bonds (Health
and Human Services Center) $69,315,000 06/01/2022
County of Placer
Improvement Area No. 1 of CFD No.
2017-1 (Riolo Vineyard Specific
Plan), Special Tax Bonds, Series
2021 $10,890,000 12/16/2021
County of Placer
CFD No. 2001-1 (Dry Creek-West
Placer), 2021 Special Tax Refunding
Bonds $3,796,077 6/8/2021
The California Tobacco Securitization
Agency
Tobacco Settlement Bonds (Gold
Country Settlement Funding
Corporation), Series 2020A (Senior,
Series 2020B-1 (Subordinate),
Series 2020B-2 (Subordinate) $59,958,229 12/8/2020
Placer County Public Financing
Authority
Refunding Revenue Bonds, Senior
Series 2018A (mPOWER Placer
Program) (Green Bonds) (Federally
Taxable) $35,085,000 6/28/2018
Placer County Public Financing
Authority
Refunding Revenue Bonds,
Subordinate Series 2018B
(mPOWER Placer Program) (Green
Bonds) (Federally Taxable) $4,772,997 6/28/2018
I am currently working with the County on the formation of an EIFD / IRFD, the formation of a large residential / commercial CFD and the potential issuance of lease revenue bonds for roadway improvements. I am also in the process of selling revenue bonds for the Western Placer Waste Management Authority which is a JPA of the County and member cities. The JPA is governed by an independent board made up of persons from each of the JPA members but the Authority is managed by County staff.

City of Woodland, California (MA)
I have worked for the City of Woodland since 2002. My most recent five-year contract was approved in June 2020 and has an expiration date of June 2025.

Kimberly McKinney, Director of Administrative Services
300 First Street
Woodland, CA 95695
(530) 661-5849, [email protected]
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Below is a listing of the most recent comparable projects:

Principal
Issuer Transaction Amount Date
Woodland Finance Authority
Wastewater Revenue Bond,
Refunding Series 2022 (Federally
Taxable Convertible) $23,134,477 05/25/2022
Woodland Finance Authority
Water Revenue Refunding Bonds,
Series 2021 (Green Bonds) $13,205,000 12/16/2021
City of Woodland
CFD No. 2004-1 (Spring Lake),
Special Tax Bonds, Series 2021 $20,845,000 11/4/2021
City of Woodland
CFD No. 20041 (Spring Lake),
Special Tax Bonds, Series 2020 $21,490,000 1/31/2019
Woodland Finance Authority
Wastewater Revenue Refunding
Bond, Series 2017 (Second Senior
Lien, Series 2009) $9,550,677 9/26/2017
City of Woodland
CFD No. 2004-1 (Spring Lake),
Special Tax Bonds, Series 2016
(Refunding and Capital Projects) $26,800,000 11/16/16
I am currently working with the City on the possible formation of a benefit assessment district to provide matching funds for flood protection projects.

City of Patterson, California (MA)
I have worked for the City of Patterson since 2016. My most recent contract was approved in December 2021 and has an expiration date of December 2026.

Mr. Ken Irwin, City Manager
1 Plaza, P.O. Box 667
Patterson, CA 95363
(209) 895-8010, [email protected]
Below is a listing of the most recent comparable projects:

Issuer Transaction
Principal
Amount Date
West Patterson Financing Authority
CFD No. 2005-1 (West Patterson
Business Park), Special Tax Bonds,
Series 2021 $6,800,000 12/23/2021
West Patterson Financing Authority
CFD No. 2018-1 (Villages of
Patterson, Special Tax Bonds, Series
2021 $4,465,000 10/27/2021
Patterson Public Financing Authority
Water Revenue Refunding Bonds,
Series 2019B (Forward Delivery) $7,015,000 03/02/2020
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Issuer Transaction
Principal
Amount Date
Patterson Public Financing Authority
Water Revenue Refunding Bonds,
Series 2019A $9,215,000 12/24/2019
City of Patterson 2018 Lease Agreement $2,429,000 06/01/2018 Patterson Public Financing Authority
Refunding Installment Sale
Agreement (Wastewater Revenue
Bonds, Series 2009) $2,712,200 09/21/2017
I am currently working with the City on the future issuance of lease revenue bonds for a public safety facility, the possible issuance of another round of bonds for CFD No. 2018-1 (Villages of Patterson), the possible issuance of water revenue bonds and a possible convertible refunding of senior and subordinate bonds issued for CFD No. 2001-1.

City of Stockton, California (IRMA and MA)
I have worked on transactions for the City since 2001 and was part of the original Financial Advisor vendor pool established in 2006. In March 2011, the City hired me as a consultant to the CFO on the City’s debt portfolio. The original role was to assist the CFO in understanding the portfolio and the impacts of the great recession on the various bonds of the City. My role ultimately expanded to become the Interim Debt Manager for the City and head of the Debt Team during the chapter 9 bankruptcy. The Debt Team was charged with negotiating settlements with the various capital market creditors. When new SEC regulations took effect in July 2014, DRALLC was named the City’s Independent Registered Municipal Advisor (“IRMA”). In 2017, DRALLC was selected as a member of the City’s Municipal Advisor pool and named the City’s IRMA for the period of the five-year contract. My most recent contract was approved in June 2022 and has an expiration date of June 2027. I will continue my role as the City’s MA and IRMA for the period of the five-year contract. The IRMA notice is posted on the City’s website.

Ms. Kimberly Trammel, Chief Financial Officer
425 N. El Dorado Street
Stockton, CA 95202
(209) 937-5088, [email protected]
Below is a listing of the most recent comparable projects:

Issuer Transaction
Principal
Amount Date
City of Stockton
IRMA (Stockton CFD No. 2018-2,
(Westlake Villages II), Improvement
Area No. 2, Special Tax Bonds,
Series 2020) $9,775,000 07/13/2022
City of Stockton
SRF Installment Sale Agreement
(RWCFMP No. C-06-8447-110) $46,800,000 12/31/2021
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Issuer Transaction
Principal
Amount Date
City of Stockton
IRMA (Stockton CFD No. 2018-2,
(Westlake Villages II), Special Tax
Bonds, Series 2021) $4,535,000 06/10/2021
Stockton Public Financing Authority U.S. EPA WIFIA Loan Agreement $108,000,000 09/30/2020 City of Stockton
IRMA (Stockton CFD No. 2018-2,
(Westlake Villages II), Special Tax
Bonds, Series 2020) $8,970,000 09/15/2020
Stockton Public Financing Authority
Parking Revenue Bonds, Series
2020 $24,355,000 02/25/2020
Stockton Public Financing Authority
Water Revenue Refunding Bonds,
Series 2019A (Federally Taxable)
(Green Bonds) $54,785,000 12/05/2019
Stockton Public Financing Authority
Wastewater Bond Anticipation
Notes $118,510,000 10/22/2019
City of Stockton
CFD No. 2006-2 (Westlake Villages),
Special Tax Bonds, Series 2019 $3,134,000 08/13/2019
City of Stockton
CFD No. 2005-1 (Cannery Park),
Special Tax Bonds, Series 2019 $9,855,000 07/10/2019
Stockton Public Financing Authority
Revenue Bonds (Arch Road East
CFD No. 99-02), Series 2018A $24,210,000 12/19/2018
Stockton Public Financing Authority
Water Revenue Refunding Bonds,
Series 2018A, Green Bonds $145,220,000 11/20/2018
City of Stockton
CFD No. 2018-1 (Arch
Road/Newcastle Road), Special Tax
Bonds, Series 2018 $3,535,000 08/15/2018
I am currently working with the City on the issuance of Special Tax Bonds for CFD No. 2019-1 (Cannery Park II).

3.3.F Local Benefit
I am the sole employee of DRALLC and do not plan to use any subcontractors, subconsultants or other contracting parties. I do monitor the debt portfolio for opportunities to refund outstanding debt for savings that can benefit taxpayers / rate payers. In addition, several years ago I approached the City about forming a city-wide CFD to provide for the provision of services. The revenue generated will go specifically to the General Fund. The benefits of a refunding are certainly measurable. The collection of the services special taxes but will vary each year as new development occurs.
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3.3.G History
Except for the name change from MuniSoft to Del Rio Advisors and the incorporation of Del Rio Advisors, LLC in 2005, there have not been any mergers, acquisitions or sales related to my firm in the last three years or since the firm’s inception.

3.3.H Legal Challenges
The firm does not have any litigation, arbitration or claims filed since inception.

3.3.I Fiscal Viability
The firm, in the last ten (10) years or ever, has filed (or had filed against it) any bankruptcy or insolvency proceeding, whether voluntary or involuntary, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors.

3.3.J Business License
On the next page, please find the original LLC Articles of Organization for Del Rio Advisors, LLC. 448
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3.4 TECHNICAL PROJECT APPROACH
I have reviewed the scope of work included in the RFQ. Having served the City for several years, I have a complete understanding of the requested roles I will play under any engagement. If selected during the RFQ process, I would be more than willing to prepare a more comprehensive scope of work as part of contract negotiations for any assignment. I also know that other projects and tasks may be identified in the future and any list may need to be amended from time to time.

The following steps would be the process generally followed to approach any engagement:
1) City reaches out to discuss an engagement or Consultant reaches out with an opportunity for the City
2) Consultant meets with City staff to discuss the engagement and sets expectations for deliverables
3) Consultant prepares an Engagement Agreement – Disclosure Letter to be acknowledged by the City (*)
4) City prepares a City contract or purchase order to budget for the engagement and seeks City Council approval, if necessary
5) Consultant begins preparing the deliverable
6) Consultant meets with the City on an interim basis to keep staff updated on progress 7) Consultant completes the deliverable in draft form
8) City reviews the deliverable and provides comments to the Consultant 9) Consultant completes the deliverable in final form
10) Contract expires upon final deliverable
Note
(*) Per regulatory rules, the Engagement–Disclosure Letter requires certain mandatory disclosures and must contain specific contract terms.

Below is a standard scope of work generally contained in the Engagement-Disclosure Letter:

General Services (Time and Materials Projects)
• Assist in managing debt financing in accordance with the City’s goals and policies. • Review all underwriter and placement agent proposals for specific transactions and make recommendations
• Assist in the preparation, review and filing of Annual Continuing Disclosures • Assist in the preparation and filing of Material Event Notices 450 Page 14
"Independent Registered Municipal Advisor"
• Take primary responsibility for all quantitative analysis related to bonds • Assist in all rating agency surveillance
• Assist in any press related debt matters
• Mentor and train staff on debt management activities
• Brief the Administrative Services Director or City Manager on an ongoing basis related to debt management activities
• Prepare any staff reports and / or presentations as requested • Attend all meetings and present materials as needed
• Perform any other tasks or projects, as required, and amend this list as necessary to describe any new projects or tasks
Transactional Services (Contingent Fee Projects)
• Review all underwriter and placement agent proposals for specific transactions and make recommendations
• Either create or actively participate in the development of a sound financial plan • Determine the most cost-effective way to carry out the plan that is being considered including recommending innovative alternatives • If requested, take primary responsibility for all quantitative analysis related to the project including: sources and uses of funds, debt service schedules, yield calculations, savings calculations, etc.
• Develop a detailed financing schedule and interested parties list • Coordinate the efforts of bond counsel, disclosure counsel, underwriter(s), placement agent, trustee, etc. with respect to the preparation and approval of the financing documents
• Review and comment on all documents(*)
• Attend all meetings and present materials as needed
• If needed, prepare and coordinate comprehensive presentations to the rating agencies and bond insurers
• Prepare any staff reports and / or presentations as requested • Prepare detailed costs of issuance and, if public sale, recommend a gross spread level
• Undertake pre-pricing analysis prior to sale; advise the issuer and help in the negotiation with respect to pricing on the day of sale

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• Coordinate the approval, delivery and printing of all legal documents, closing certificates and the final official statement (*)
• Perform any other tasks or projects, as required, and amend this list as necessary to describe any new projects or tasks.
• If acting in the capacity of an Independent Registered Municipal Advisor (“IRMA”) with regard to the IRMA exemption of the SEC Rule, MA will review all third party recommendations submitted to MA in writing by the City / Authority.

Note:
(*) MA will review and comment on all documents and assist in preparing any documents necessary for the sale of a new issue or reoffering of municipal securities, including the official statement, offering memorandum or similar disclosure documents. However, besides tables or charts specifically prepared by MA and footnoted as such, MA takes no responsibility for the accuracy or completeness of any of the data contained therein as provided by others including the City / Authority. MA may rely upon data provided by others in the preparation of tables and charts and takes no responsibility for the accuracy or completeness of the data provided.

As for change orders, if a new task is identified, I will provide an amendment to the Engagement Agreement - Disclosure Letter. Also, as part of the invoicing process for time and materials projects, I provide the City not only a detailed summary of the hours worked, and tasks performed but also provide a worksheet any remaining hours under an engagement.

I use bond my own bond sizing software that I developed and market under the name MuniSoft.

MuniSoft is an industry-standard bond sizing package that utilizes both formulas and macros to generate the bond schedules and to perform all required calculations. I also use Microsoft Excel every day for bond modeling like for water and wastewater proformas.

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REQUIRED DISCLOSURES
Pursuant to Municipal Securities Rulemaking Board (“MSRB”) Rule G-42, on Duties of Non-Solicitor Municipal Advisors, Municipal Advisors are required to make certain written disclosures to clients which include, among other things, any conflicts of interest, legal or disciplinary events and information related to registration and customer complaints of Del Rio Advisors, LLC (“Del Rio Advisors”) and its associated persons.

Conflicts of Interest
Del Rio Advisors represents that in connection with the issuance of municipal securities, it may receive compensation from an Issuer or Obligated Person for services rendered, which compensation is contingent upon the successful closing of a transaction and/or is based on the size of a transaction. Consistent with the requirements of MSRB Rule G-42, Del Rio Advisors hereby discloses that such contingent and/or transactional compensation may present a potential conflict of interest. This conflict of interest will not impair Del Rio Advisors’ ability to render unbiased and competent advice or to fulfill its fiduciary duty to the Issuer. If Del Rio Advisors becomes aware of any other potential or actual conflict of interest, it will disclose the detailed information in writing to the Issuer in a timely manner.

Legal or Disciplinary Events
Del Rio Advisors does not have any legal events or disciplinary history disclosed on Del Rio Advisors’ Form MA and Form MA-I, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations, and civil litigation. The Issuer may electronically access Del Rio Advisors’ most recent Form MA and each most recent Form MA-I filed with the Commission at the following website:
www.sec.gov/edgar/searchedgar/companysearch.html.

There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA-I filed with the SEC. If any material legal or regulatory action is brought against Del Rio Advisors, Del Rio Advisors will provide complete disclosure to the Issuer in detail allowing the Issuer to evaluate Del Rio Advisors, its management, and personnel.

Registration and Customer Complaints
Pursuant to Municipal Securities Rulemaking Board Rule G-10, on Investor and Municipal Advisory Client Education and Protection, Municipal Advisors are required to provide certain written information to their municipal entity and obligated person clients which include the following:
• Del Rio Advisors, LLC is currently registered as a Municipal Advisor with the U.S. Securities and Exchange Commission and the Municipal Securities Rulemaking Board. • Within the Municipal Securities Rulemaking Board (“MSRB”) website at www.msrb.org, City / Authority may obtain the Municipal Advisory client brochure that is posted on the MSRB website. The brochure describes the protections that may be provided by the MSRB Rules along with how to file a complaint with financial regulatory authorities.

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333(University(Ave,(Suite(160(•(Sacramento,(CA(95825
Phone:(d916l(561-0890(•(Fax:(d916l(561-0891
www.goodwinconsultinggroup.net

PROPOSAL FOR

ON-CALL FINANCIAL CONSULTING SERVICES
(PROJECT ID: 22-046-RFQ)
August 9, 2022
Submitted to:

City of West Sacramento
Finance and Technology Department
Submitted by:

Goodwin Consulting Group, Inc.
333 University Ave., Suite 160
Sacramento, CA 95825
454

TABLE OF CONTENTS
Section Page
A. Proposal Transmittal Letter ......................................................................................................1 B. GCG's Mandatory Qualifications and Experience ...................................................................2

1. Organization .................................................................................................................2

2. Experience ....................................................................................................................2

3. Public Agency Experience ...........................................................................................3

4. Personnel ......................................................................................................................9

5. References ..................................................................................................................17

6. Local Benefit ..............................................................................................................18

7. History ........................................................................................................................18

8. Legal Challenges ........................................................................................................18

9. Fiscal Viability ...........................................................................................................18

10. Business License ........................................................................................................18 C. Technical Project Approach ..................................................................................................19

1. CFD Formation and Bond Issuance ...........................................................................19

2. CFD Administration ...................................................................................................20

3. Public Facilities Financing Plans ...............................................................................22

4. Fiscal Impact Analyses ...............................................................................................23 D. Rate Sheet (under separate cover)
Appendix A: GCG Articles of Incorporation
455
www.g o odw in c on su l t ingg r ou p.n e t
Phone:xxm916Cx561-0890x•xFax:xxm916Cx561-0891
333xUniversityxAvenue,xSuitex160x•xSacramento,xCAx95825 August 9, 2022
Mr. Marc Rotteveel, Finance Analyst
City of West Sacramento
1110 W Capitol Avenue
West Sacramento, CA 95691
Dear Marc,
On behalf of Goodwin Consulting Group, Inc. (GCG), I am pleased to provide you with a Statement of Qualifications for On-Call Financial Consulting Services in response to Project ID 22-046-RFQ. GCG has completed thousands of contracts for CFD formations and administration, fiscal impact studies, public facilities financing plans, impact fee studies, and other feasibility analyses. The principals of GCG have more than 100 years of combined experience in the industry, and GCG makes a commitment to each client that a principal will be actively involved in all aspects of project completion. The professional references provided in the SOQ will attest to GCG’s commitment to provide high-quality work products in a timely manner and within budget. The repeat business and referrals that GCG receives from our clients are testimony to the firm’s ability to uphold this commitment. Following is the information requested to be included in the Proposal Transmittal Letter:

Proposer’s Name and Contact: Goodwin Consulting Group, Inc.

Susan Goodwin, President
333 University Avenues, Suite 160, Sacramento, CA 95825 [email protected]
(916) 561-0890
Statement of Offer: The attached Proposal is an offer to complete the Scope of Work, and the Proposal and corresponding Cost Proposal Rate Sheet is valid for 90 business days after the Proposal due date.

Conflict of Interest: Neither GCG nor any of the principals or staff members who will perform work under the Contract have conflicts of interest in association with performing the Scope of Work.

City Contract Terms: GCG acknowledges that the City’s Standard Contract and Insurance Requirements have been reviewed and accepted by GCG without qualification.

Subcontractors: GCG does not propose using subcontractors or other contracting parties to complete the Scope of Work.

I appreciate your consideration of GCG’s qualifications and hope to have the opportunity to expand our work with the City. A copy of GCG’s Articles of Incorporation, identifying me as President of the firm, is included in the Proposal as evidence of my authority to bind GCG to the provisions of the RFP. If you have any questions or need additional information, please do not hesitate to contact me.

Sincerely yours,
Susan Goodwin
President and Managing Principal
456
Statement of Qualifications for
Goodwin Consulting Group, Inc. 2 On-Call Financial Consulting Services B. PROPOSER'S MANDATORY QUALIFICATIONS AND EXPERIENCE

1. ORGANIZATION
Goodwin Consulting Group, Inc. (GCG) is a Sacramento-based firm that specializes in public finance, development economics, and real estate market analysis. The principals of GCG have more than 100 years of combined experience and have completed thousands of contracts for clients throughout the western United States. GCG makes a commitment that a principal will be actively involved in all aspects of project completion—an approach to project management that has been extremely well-received by our clients.

GCG has extensive experience in the fiscal, financial, and economic impact analysis of land development, conversion, and transition. Unlike other firms who specialize solely in financial planning for new projects, GCG also has expertise in the implementation and ongoing administration of financing programs. This difference is critical to ensuring that a fiscal and financial plan will be feasible from the early development stages through buildout of a project.

Experience with both public and private sector clients provides GCG with the ability to evaluate projects after consideration of political and market constraints, the competitive marketplace, and funding capacity from annual and one-time obligations.

GCG is the leading Mello-Roos special tax consulting firm in Northern California, specializing in both preparing the special tax formula during formation of a Community Facilities District (CFD) and administering the special tax on an annual basis throughout the life of the bonds. GCG continually develops state-of-the-art concepts in the implementation of land-secured financing districts, which are subsequently replicated by other consulting firms. Our special tax formulas were the first to accommodate a transition from facility funding to services funding; we were the first to make use of the accelerated annexation provisions in the Mello-Roos Act to provide for timely and cost-efficient annexations into multiple tax zones with varying maximum tax rates; and we have worked with numerous public agencies to develop policies and implementation procedures for extended-term CFDs being proposed by developers.

GCG is a corporate entity and has been in business for over 21 years. All services provided by GCG will be performed locally in GCG’s Sacramento office by one or more of its experienced eleven-member team. Public agencies, including cities, counties, school districts, and special districts, comprise the majority of GCG’s client base; however, GCG also has clients in the private sector. Therefore, we understand the importance of maximizing the efficiency within a financing program to maintain the overall viability of a project, and we are experts in doing so. Because GCG is responsible for the ongoing administration of hundreds of CFDs, we are also uniquely aware of the components that should be included in a special tax formula to ensure ease of administration, avoid complaints from homeowners and property owners, and require minimal interpretation by the City.

2. EXPERIENCE
GCG has been performing the services required to complete the Scope of Work to public agencies in California for over 21 years.
457
Statement of Qualifications for
Goodwin Consulting Group, Inc. 3 On-Call Financial Consulting Services

3. PUBLIC AGENCY EXPERIENCE
GCG is currently under contract with the City to provide fiscal and financial analysis and to serve as special tax consultant in the formation of new CFDs. GCG has many recurring public sector clients, both current and past, and has worked on hundreds of public sector projects. The following is a sample of public sector projects completed within the last five years that demonstrates GCG’s experience performing tasks that would be part of a scope of work for one or more of the service areas for which the City is requesting qualifications.

CFD Formation and Administration
Treasure Island/Yerba Buena Island, City and County of San Francisco GCG has been an integral part of the team that is implementing the adopted Financing Plan associated with redevelopment of Treasure Island and Yerba Buena Island in San Francisco. Working closely with the Treasure Island Development Authority, the City and County of San Francisco, Wilson Meany, and Lennar, GCG has prepared a tax formula that will generate funding for more than $1 billion in public infrastructure that is needed to serve the project, which is proposed to include 8,000 homes, extensive open space, three hotels, restaurants, retail, and entertainment venues. The CFD will include multiple improvement areas. The first improvement area, which made up the initial CFD boundary encompassed all planned development on Yerba Buena Island. The second and third improvement areas, made up of parcels on Treasure Island, were recently annexed into the CFD. As development on Treasure Island progresses, each phase will annex into the CFD as a separate improvement area subject to a similar tax formula that accommodates the unique product types and land use mix anticipated on both islands. The special tax formula will generate funding for backbone infrastructure and sea level rise improvements, after which the facilities tax will transition to a services tax to fund ongoing maintenance.

GCG manages the ongoing administration of the Treasure Island CFD and continues to assist San Francisco when additional series of bonds are issued and when additional properties annex into the CFD. Key personnel include Susan and Miriam, both of whom would provide services to the City.

Multiple CFDs, County of Sacramento
GCG has worked with, and is currently working with, the County of Sacramento on numerous CFDs to fund public infrastructure and services for new developments in the County. In addition to preparing tax formulas for the Metro Air Park, Wildhawk North, Florin Vineyards, and North Vineyard Station CFDs, GCG is assisting in the evaluation of the proposed Enhanced Infrastructure Financing District (EIFD) for Metro Air Park. GCG is also working with the County and its financing team on the refunding of bonds sold to fund infrastructure in Metro Air Park. A special tax formula has been drafted for each CFD to implement the Public Facilities Financing Plan, ensure adequate revenue for facilities and services, allow flexibility for land use changes while maintaining CFD revenues, and accommodate the objectives of both the County and the developers. Many of these CFDs 458
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Goodwin Consulting Group, Inc. 4 On-Call Financial Consulting Services included multiple improvement areas, future annexation areas, and both facilities and services special taxes.

GCG has been an integral part of the County’s working group, providing peer review, recommended changes, and policy discussion on the financing plans and fiscal studies for almost all of the major development proposals that have been approved by the County in the last two decades. Susan and Cindy have been the key personnel responsible for services provided to the County.

Multiple CFDs, City of Modesto
GCG has served as special tax consultant and CFD administrator for ten CFDs in the City of Modesto that fund public infrastructure and/or services. One of the CFDs funds public services and over $100 million in public infrastructure needed to serve the Village One Specific Plan, which includes more than 7,400 residential units, 650,000 square feet of retail space, and 2.3 million square feet of light industrial, business park, and office uses.

GCG prepared the special tax formula for the CFD, the initial boundaries of which included only one subdivision. The tax formula anticipates multiple special tax zones and improvement areas, and fourteen annexations have taken place to add additional developments to the CFD. The formula includes (i) a one-time facilities special tax that is collected at building permit issuance; (ii) an annual special tax that is collected to pay debt service on bonds issued to fund public infrastructure; and (iii) an annual special tax that is collected to pay annual maintenance costs. The backup tax formula protects against a reduction in special tax revenues due to changes in land use, a problem that had plagued the City’s previous CFD that was formed before GCG was hired as the City’s consultant.

GCG is responsible for the ongoing administration of all ten of the City’s CFDs.

Multiple CFDs, City of Dixon
GCG served as special tax consultant to the City of Dixon in the formation of all of the City’s CFDs, most of which fund both public infrastructure and services. Susan originally presented information about Mello-Roos at a special City Council workshop to clear up misconceptions and concerns about the financing vehicle. GCG has also prepared CFD cash flow analyses to determine the funding capacity under various special tax scenarios, drafted the special tax formula for the CFDs, and incorporated separate facilities and services special taxes to ensure that funding would be available both for initial infrastructure costs and ongoing service needs. GCG has also assisted the City with the issuance of bonds for the Parklane, Valley Glen, and Southwest Homestead CFDs. GCG manages the CFD administration for all of the City’s CFDs, with Susan, Cindy, and Miriam providing services to the City.

Dublin Crossing, City of Dublin
In March 2015, the first parcel in the future Dublin Crossings project was transferred from the U.S. Army to SunCal, the master developer of the project. The City and the City’s financing team, including GCG as special tax consultant, had documents prepared to 459
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Goodwin Consulting Group, Inc. 5 On-Call Financial Consulting Services immediately form a CFD on the first phase of the project after the transfer. The property included in the initial CFD boundaries was designated as the first of five improvement areas, with the remaining four improvement areas included in a future annexation area.

GCG worked with the City and SunCal to develop a special tax formula that maximized the special tax capacity based on SunCal’s anticipated product mix while establishing a buffer to absorb potential changes in land use over time. The CFD is the City’s first CFD, and GCG worked closely with City staff and the City Council to answer questions, clarify misconceptions, and establish administrative processes.

To date, two additional improvement areas have annexed into the CFD, and GCG has prepared credit tables and special tax projections for three bond issues. GCG manages the ongoing administration of the CFD, including preparation of the annual special tax levy, coordination of future annexations, compliance with continuing disclosure, preparation of arbitrage rebate calculations, delinquency management, responding to special tax inquiries from interested parties. Key personnel include Susan, Cindy, and Miriam, all of whom would provide services to the City of West Sacramento.

Public Facilities Financing Plans
Innovation Park Planned Unit Development, City of Sacramento The Innovation Park project proposes to redevelop approximately 180 acres surrounding the former Sacramento Kings arena into a variety of land uses, including over 4.1 million square feet for a teaching hospital, medical school, research and lab uses, student and faculty dormitories, and traditional retail and office uses, as well as nearly 2,500 high density and mixed-use residential units. GCG prepared a Public Facilities Financing Plan for the project proponents to evaluate the viability of future development within each phase of the project area while working within the framework of the existing North Natomas Financing Plan.

As part of the overall analysis, GCG examined a variety of financing mechanisms to fund the required public infrastructure costs, including CFD financing, tax increment financing through an Enhanced Infrastructure Financing District (EIFD), project-specific impact fees, and existing impact fees. The analysis accounted for tax increment set-asides for a jobs incentive program and an affordable housing fund. GCG also conducted a fiscal impact analysis to determine the amount of property tax increment that would need to be directed to the City’s general fund, leaving the remainder for the EIFD and set-asides.

Finally, GCG prepared the pro forma cash flow analysis for the project, both with and without an EIFD, to support the gap analysis that the City needed, in part, to justify a property tax investment in the project.

Solano360 – City of Vallejo/County of Solano
The Solano360 project is located adjacent to Six Flags Discovery Kingdom on the current site of the Solano County Fairgrounds, on land owned by the County but within the city limits of Vallejo and inside a City redevelopment project area. Divided into three phases, 460
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Goodwin Consulting Group, Inc. 6 On-Call Financial Consulting Services the project is expected to entail private development of 329,000 square feet of entertainment mixed use (restaurant and other retail) and a 30-acre theme/amusement park attraction, as well as public development involving a new 145,000 square foot exposition hall and other “Fair of the Future” improvements. The County anticipates entering into a long-term ground lease and development agreement with a master developer for the private development component of the project.

GCG prepared a public facilities financing plan for both land use scenarios, which included a need to address major offsite regional transportation infrastructure as well as actual Fairground improvements. GCG developed a strategy that applies a combination of Certificates of Participation (COPs), tax increment financing using both existing and future increment, a CFD on the private development portion of the project, and development impact fees. GCG also needed to rework the financing plan after the abolishment of redevelopment agencies; that revision removed tax increment financing but introduced an escalating debt service structure to the COPs, the use of Capital Appreciation Bonds to cover the infrastructure oversizing until private development could reimburse the County for its fair share, and more CFD debt. Finally, GCG worked closely with other project consultants to develop a project pro forma that integrated ground lease revenue with the positive net fiscal impacts to offset the debt service on the COPs.

Cindy and Dave were the key GCG personnel that worked on the Solano 360 Project.

Multiple Specific Plan Financing Plans, City of San Luis Obispo GCG prepared and updated individual public facilities financing plans for three different specific plan areas within the City of San Luis Obispo. The Airport Area Specific Plan (AASP) proposes approximately 7.3 million square feet of non-residential land uses on nearly 1,500 acres; the Margarita Area Specific Plan (MASP) entails 416 acres planned for approximately 840 residential units, 900,000 square feet of business park uses, and 65,000 square feet of neighborhood commercial; and the Orcutt Area Specific Plan involves 213 acres and approximately 950 residential units. The financial feasibility tests and funding strategies performed for each area considered the backbone infrastructure costs of developing the area, citywide development impact fees, as well as other applicable fees in determining the gross total fees per acre or unit. After taking into account the potential for offsetting upfront costs with Mello-Roos financing, a net one-time burden as a percentage of developed value was calculated to assess the financial feasibility of the project.

The Chevron restoration and redevelopment project, with one million square feet of proposed non-residential land uses, represents a portion of all future development within the AASP. In a separate report, GCG conducted several tests to examine how the backbone infrastructure costs required to develop the Chevron project area relative to its fair-share of the overall infrastructure requirement for the entire AASP could result in oversizing of public facilities and influence project feasibility. A burden-to-value analysis, phased cash flow analysis, and residual land value analysis presented different ways to view project feasibility and the impacts of oversizing. GCG also evaluated the fiscal impacts of the Chevron project on the City. Cindy and Dave were the key personnel on these projects. 461
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Goodwin Consulting Group, Inc. 7 On-Call Financial Consulting Services Fiscal Impact Studies
Bellevue Ranch, City of Merced
The Bellevue Ranch project is divided into an East component and a West component.

Bellevue East consists of two planning areas that include approximately 900 single family and 400 multi-family units, as well as a commercial area. Bellevue West involves four planning areas with considerably more residential and commercial development. Different landowners and processing schedules for the East and West areas necessitated different CFDs, so two CFDs were formed to fund the specific infrastructure needs of each area. In addition, a CFD was created to fund citywide public safety and operations and maintenance costs, as well as project-specific landscape and storm drainage maintenance. All new development is required to annex into this services CFD. GCG developed the model that analyzed the City’s fiscal impacts and determined the required special tax rates. GCG currently administers all of these CFDs for the City.

GCG prepared an updated fiscal impact analysis that estimates the annual fiscal impacts to the City general fund resulting from each type of residential and non-residential land use category. In addition, GCG gathered project-specific information for subdivisions being annexed into the services CFD and calculated the special tax rates that would be needed to mitigate the fiscal impacts to the general fund created by each development.

GCG also worked with the City to create a development impact profile model. GCG designed a spreadsheet-based template that is being used to estimate and monitor the allinclusive City impacts of new development on a project-by-project basis. GCG performed an extensive review of City documents and collaborated with City staff in order to identify the types of impacts that a development project could generate, and to determine a concise format that could facilitate the analysis and documentation of those impacts. The first part of the project entailed preparing a beta-test version of the template, and the second phase of the project involved live testing, template modifications, City staff training, and model documentation.

Multiple Fiscal Impact Studies – County of Placer
West Placer County is experiencing significant growth, with multiple development projects in various stages of the entitlement and implementation process. GCG has completed the fiscal impact analysis of three such projects to date: Placer Vineyards, Riolo Vineyard, and Bickford Ranch. Placer Vineyards includes almost 14,000 dwelling units and 3.5 million square feet of regional commercial retail and office development. Riolo Vineyard is a smaller project that entails approximately 900 dwelling units and 100,000 square feet of neighborhood retail, and Bickford Ranch entails higher end residential products totaling approximately 2,000 units. GCG also conducted fiscal impact studies for the County to understand the impacts of several smaller development projects, including Hawk Homestead (109 dwelling units), Brady Vineyard (119 dwelling units), and Mason Trails (170 dwelling units).
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Goodwin Consulting Group, Inc. 8 On-Call Financial Consulting Services GCG continues to provide fiscal impact analysis services and assists in negotiating taxsharing agreements, associated with proposed annexations into the Cities of Roseville, Auburn, and Lincoln, including Amoruso Ranch (over 2,800 dwelling units and 480,000 square feet of retail and office uses), Collins Subdivision (65 dwelling units), Lincoln Village 1 (approximately 5,500 dwelling units and 170,000 square feet of mixed-use village commercial), and Special Use District B (529 dwelling units and nearly 950,000 square feet of commercial uses). GCG also worked for Placer County on fiscal impact (as well as economic impact and/or pro form cash flow) studies for three resort developments in the Lake Tahoe area – Village at Squaw Valley, Martis Valley West, and the proposed Olympic Village Incorporation.

GCG developed a fiscal model that establishes baseline County revenue and expense parameters, and then layers in costs associated with providing urban services on top of that.

The result is a comprehensive analysis that projects annual net fiscal impacts, as well as required mitigation amounts per dwelling unit in the event that negative fiscal impacts are estimated. Detailed research and analysis into key assumptions such as estimated market/assessed values and sales tax generation rates, and sensitivity tests evaluating buildout scenarios, retail sales capture rates, and other metrics, are all part of the services that GCG provides to the County for many of these fiscal impact studies.

Countywide Fiscal Impact and Tax Sharing Analyses – County of Yolo Working with the County, GCG prepared an analysis and report that establishes the framework, including baseline assumptions and methodologies, to be used in evaluating recurring fiscal impacts to the County and its constituent cities associated with providing services to areas within the currently unincorporated County jurisdiction upon annexation of those areas into the cities. Allowing both property tax and sales tax to be available for tax sharing purposes, the framework helps guide policy and revenue sharing discussions for each annexation that may occur in the future. GCG’s analysis also accounts for various deferred maintenance factors, level of service enhancements, unfunded liabilities, and other County and city budget adjustments, which have been documented in approved and/or adopted studies to justify the budget changes. GCG has evaluated project-specific annexation proposals for the Cities of Davis and Woodland thus far, examining multiple property tax and sales tax distribution scenarios for several projects, including the Aggie Research Campus (850 dwelling units and over 2.6 million square feet of non-residential uses such as retail, hotel, business park/R&D/laboratory, and advanced manufacturing uses), Nishi Gateway (650 dwelling units and nearly 350,000 square feet of retail, office, hotel, and manufacturing uses), West Davis Active Adult project (560 dwelling units and 13,000 square feet of non-residential land uses), and the Highway 113/Road 25A project (approximately 1,600 dwelling units and nearly 2.7 million square feet of retail, office, and industrial uses).

Jackson Highway Corridor Fiscal Impact Studies – County of Sacramento GCG was asked to prepare a separate fiscal impact report for four specific plans proposed along the State Route 16 segment that runs through unincorporated Sacramento County.

To date, three of those studies have been completed, including the NewBridge Specific 463
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Goodwin Consulting Group, Inc. 9 On-Call Financial Consulting Services Plan (nearly 3,100 dwelling units and 500,000 square feet of neighborhood/community retail, office, and mixed-use land uses), the Jackson Township Specific Plan (nearly 5,700 dwelling units and over 2.0 million square feet of general/community retail, office, and mixed-use land uses), and Mather South Community Master Plan (over 3,300 dwelling units and 510,000 square feet of neighborhood commercial and office land uses). The analyses account for annual fiscal impacts to the County General Fund and County Road Fund. The studies also include a thorough supply side and demand side sales tax and Measure A analysis, as well as a case study road maintenance cost analysis that tracks residential roadway costs and arterial and collector roadway costs individually.

4. PERSONNEL
Resumes are provided below for key management and professional staff assigned to complete tasks within the Scope of Work.

Susan Goodwin
Managing Principal
Susan will serve as Co-Principal-in-Charge of all services provided to the City. In this role, she will coordinate the work effort with other GCG principals and staff, manage quality control, timelines, and budgets, and serve as one of the primary contacts to the City.

Susan Goodwin has an extensive background in public finance and real estate economics, having managed the planning and implementation of hundreds of districts and programs that generate funding for public infrastructure and services. She is experienced in the preparation of comprehensive public facility financing plans, impact fee justification studies, market studies, tax increment projections, and fiscal impact reports for both public and private sector clients. Susan has also worked with numerous public agencies to develop and implement fee credit and reimbursement programs that ensure equity is achieved among landowners within large masterplanned communities.

Susan has specialized experience in the preparation of special tax formulas, methods of apportionment, and disclosure documents for Mello-Roos Community Facilities Districts (CFD).

She has been involved in bond issuances that have funded billions of dollars in public infrastructure in California. Susan worked directly with Senator Henry Mello to amend language in proposed Mello-Roos clean-up legislation that would have considerably reduced the flexibility provided in the law relative to allocating special taxes among properties in a CFD. She has also contributed input and ideas to several subsequent Mello-Roos clean-up bills.

Susan was actively involved in the formation and administration of several of California’s first Property Assessed Clean Energy (PACE) programs, using the Mello-Roos law with charter cities and contractual assessment law with general law cities and counties. She has also developed complex and creative funding solutions for several of the largest base reuse projects in California.

Susan is a frequent speaker and panelist at Mello-Roos courses and seminars sponsored by the UC Davis and UCLA Extension programs, California Debt and Investment Advisory Commission, League of California Cities, and American Planning Association. She has also served as a guest 464
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Goodwin Consulting Group, Inc. 10 On-Call Financial Consulting Services lecturer at UC Berkeley and UC Davis. Susan has prepared, participated in, and instructed programs about the Mello-Roos Community Facilities Act, the financial aspects of planning, options for funding public infrastructure and services, fiscal and economic analysis, and new town development.

Experience
 Aggie Square CFD, City of Sacramento – Susan prepared the special tax formula for a CFD formed, in conjunction with an Enhanced Infrastructure Financing District (EIFD), to fund public infrastructure and community facilities required to serve the Aggie Square project in the City of Sacramento. Susan ensured that the tax formula was consistent with the Term Sheet included as an attachment to the Infrastructure Financing Plan, incorporating the application of tax increment, the ability to levy taxes on leasehold interests, and assignment of maximum taxes based on expected land uses within each component of the project.
 Hunters Point Naval Shipyard, San Francisco Redevelopment Agency (RDA) – Susan coordinated closely with RDA staff, the master developer, and the RDA’s financing team to form three CFDs for the Shipyard, which included developing special tax formulas that would fund extensive backbone infrastructure and ongoing maintenance, allow flexibility in development plans, ensure special tax revenues are sufficient under a variable-rate or fixed-rate bond structure, and provide for a reduced tax on below-market rate units and an exemption for RDA units. Susan also prepared the special tax formula for an overlapping CFD that funds landscaping and open space maintenance. GCG manages the administration of all three CFDs.
 San Francisco 49ers Stadium, City of Santa Clara – On June 8, 2010, voters in the City of Santa Clara voted to adopt Measure J, which allowed the City to lease land to the 49ers Stadium Authority to construct a new football stadium, in which the San Francisco 49ers would be the primary tenant. It was agreed that funding for the new stadium would come from a combination of private funds, redevelopment revenues, and a tax paid by hotels in the surrounding area. A CFD was selected as the preferred mechanism to secure contribution from the hotels. Susan developed a special tax formula that mimics a transient occupancy tax and will be collected in a similar fashion from hotels within the CFD. The special tax will be collected quarterly for up to 40 years from when the stadium opened.

The CFD includes a future annexation area, within which any new hotels that are built must annex into the CFD and participate in funding the new stadium.  Transbay Transit Center, Transbay JPA/City and County of San Francisco – The Transbay Transit Center Project is a visionary transportation and housing project that replaced the outdated Transbay Terminal with a modern regional transit hub. The transit center, when completed, will cost more than $4 billion, in addition to the cost of upgrading supporting infrastructure and improvements in the surrounding area. Funding for the project will come from a variety of public and private sources, including a CFD that will include new and renovated high-density buildings in the area that are conditioned to participate.
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Goodwin Consulting Group, Inc. 11 On-Call Financial Consulting Services Susan prepared the special tax formula for the Transbay CFD, which was formed in January 2015. The tax formula anticipates high-rise buildings with multiple land uses that may change over time. Because of the long-term nature of the CFD, and the complexities associated with dense urban development, Susan prepared the tax formula to provide for a number of special considerations, including exemption of affordable units and child care uses, transition of the special tax in the event of condominium conversions, taxation of square footage added to a building in future years, and accommodation of changes in land use within buildings over time. GCG administers the Transbay CFD and all of the CFDs that have been formed by the City and the former RDA.
 Tracy Hills, City of Tracy – Susan worked with staff at the City of Tracy to present policy issues to the City Council based on proposals from the Tracy Hills developer, including requests for an extended-term CFD, collection of the maximum special tax to generate surplus for pay-as-you-go funding for facility reimbursement, and collection of special taxes after bonds retire. She then served as special tax consultant in formation of two CFDs for the project. The boundary of the infrastructure CFD now includes two of three improvement areas. GCG’s special tax formula includes a separate facilities special tax and services special tax, with an increase in the future services tax to fund deferred maintenance once the first tranche of bonds retires. The boundaries of the second CFD initially included only the Tracy Hills project; the CFD is used to fund public safety, public works, and landscape maintenance services.
 San Francisco 49ers Stadium, City of Santa Clara – On June 8, 2010, voters in the City of Santa Clara voted to adopt Measure J, which allowed the City to lease land to the 49ers Stadium Authority to construct a new football stadium, in which the San Francisco 49ers would be the primary tenant. It was agreed that funding for the new stadium would come from a combination of private funds, redevelopment revenues, and a tax paid by hotels in the surrounding area. A CFD was selected as the preferred mechanism to secure contribution from the hotels. Susan developed a special tax formula that mimics a transient occupancy tax and will be collected in a similar fashion from hotels within the CFD. The special tax will be collected quarterly for up to 40 years from when the stadium opened.

The CFD includes a future annexation area, within which any new hotels that are built must annex into the CFD and participate in funding the new stadium.

Education
B.S., Business Administration, University of Southern California Professional Affiliations and Certifications
Registered Municipal Advisor, Series 50 and 54
Instructor, University of California at Davis Extension Program Instructor, University of California at Los Angeles Extension Program Women in Public Finance
Urban Land Institute
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Goodwin Consulting Group, Inc. 12 On-Call Financial Consulting Services Cindy Yan
Principal
Cindy Yan has considerable experience in a wide range of professional services, including fiscal impact analysis, financial feasibility, economic impact studies, tax increment projections, and AB 1600 impact fee studies. She has prepared comprehensive infrastructure financing strategies for new developments, analyzing both the one-time and annual burdens on new projects as well as reimbursement strategies for oversized facilities. In addition, Cindy has prepared fiscal impact studies that incorporate multiple development scenarios, phasing plans, and public agencies to evaluate impacts from new development.

Cindy has also developed innovative tax apportionment methods for CFDs throughout California and Hawaii, encompassing multiple improvement areas, tax zones, development categories, and land use types. She has extensive knowledge in the area of financing district administration, having supervised the annual levy and collection of special taxes in many California counties.

Cindy has significant experience in preparing and reviewing special tax levies, annual CFD and continuing disclosure reports, and backup tax and prepayment calculations.

As Co-Principal-in-Charge, Cindy will serve as the second key contact for the City, manage any projects for which Susan is not the manager, oversee quality control and timelines, and direct tasks assigned to GCG staff.

Experience
 Metro Air Park Financing Plan, County of Sacramento – A proposed high-quality, multi-use, commercial and industrial business park consisting of more than 1,400 acres of commercial and industrial development next to the Sacramento Metropolitan Airport.

Cindy prepared an update of the Metro Air Park Public Facilities Financing Plan that outlines various funding mechanisms to finance over $200 million in public facilities, as they are needed. Funding mechanisms evaluated in the updated Finance Plan include total one-time burdens as well as annual burdens (special taxes) that will be needed. Cindy revised the special tax formula for the CFD formed in Metro Air Park to accommodate changes in the land use plan and funding structure preferred by the developers and County.  Northeast Industrial Area Financing & Implementation Plan and CFD, City of Tracy – The NEI Phase II development project consists of approximately 257 acres of light industrial land uses located in the City of Tracy. Cindy prepared technical analysis that evaluated the total one-time burdens as well as annual burdens (special taxes) that will be needed to fund over $40 million in required backbone infrastructure.  West Park Specific Plan Feasibility Analysis, County of Stanislaus – Located on the west side of the San Joaquin Valley in Stanislaus County, the West Park Specific Plan anticipates development of more than 50 million square feet of industrial and business park land uses and generation of more than 38,000 jobs. Cindy prepared a financial feasibility analysis to evaluate the overall viability of the Plan. The feasibility analysis calculated the gross one-time burdens associated with funding backbone infrastructure required to serve the Specific Plan. To remedy estimated funding gaps in the early years of development, Cindy calculated the funding capacity available from a Mello-Roos CFD and tax increment 467
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Goodwin Consulting Group, Inc. 13 On-Call Financial Consulting Services financing. Associated annual special tax rates and a net one-time burden were calculated to assess the financial feasibility of the project.
 Folsom Plan Area Financing Plan, City of Folsom – Encompassing approximately 3,500 acres of land south of Highway 50 and the City of Folsom, the project is expected to include nearly 10,000 residential units and 450 acres of non-residential land uses. GCG prepared both the fiscal impact study and the public facilities financing plan. Taking an annual look at the recurring impacts on the City’s general fund, GCG ran several sensitivity analyses to assist the City in their annexation negotiations with Sacramento County. The financing plan recommended a mix of developer capital, impact fees, CFD financing, and external sources such as state and federal grants. Infrastructure costs were provided on a phased basis, and anticipated revenues were compared to these costs to quantify funding deficits and surpluses by phase.
 Kamanu Street CFD, State of Hawaii – The Kamanu Street CFD encompasses over 400 acres of general industrial, commercial-industrial mixed, and public land uses on the Island’s west side. GCG analyzed multiple funding mechanisms, including the use of CFD bonds and general obligation bonds, to fund an extension to Kamanu Street. GCG calculated the required annual burden for each land use by ownership. GCG also drafted a Rate and Method of Apportionment of Special Tax (RMA) to include multiple tax zones and rates.
 Northstar CSD CFD, County of Placer – Located in the heart of North Tahoe, the CFD encompasses approximately 456 acres and is expected to provide funding for over $100 million in backbone infrastructure costs. Ultimately, the Northstar-at-Tahoe project is expected to be concentrated on less than 28 net acres and is expected to include approximately 350 luxury residential units and 110,000 square feet of commercial space located in The Village, and approximately 1,450 residential units and a 255-room luxury hotel in the area known as The Highlands. The RMA includes several tiers of taxation based on stages of entitlement.
 Kiernan Business Park West CFD, City of Modesto – The CFD was formed to reimburse a certain developer for infrastructure costs already incurred, as well as fund annual maintenance expenses. The initial boundaries of the CFD include the properties of four land owners that are planned solely for business park development. The ultimate boundaries will include approximately 88 acres of business park land uses. GCG prepared both the RMA and the CFD formation hearing report.

Education
B.A., Political, Legal & Economic Analysis, Mills College M.B.A., Mills College
Professional Affiliations and Certifications
Registered Municipal Advisor, Series 50
Women in Public Finance

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Goodwin Consulting Group, Inc. 14 On-Call Financial Consulting Services Andrew Bavender
Vice President
Andrew Bavender will assist with the day-to-day work effort for CFD formations and administration, serve as another primary contact for City staff, and assist Cindy and Susan with all aspects of the annual special tax administration and continuing disclosure.

Andrew has applied his economic and analytical background to assist in preparing fiscal impact analyses, AB 1600 fee studies, and special tax formulae and apportionment methods for community facilities districts. He provides special tax and assessment district administration services for more than 75 CFDs and prepares annual CFD tax administration reports, continuing disclosure reports, and fiscal status reports for both Mello-Roos and Mark-Roos bonds as required by the California Debt and Investment Advisory Commission. Andrew is also experienced in the formation of special tax and assessment districts that involve voluntary participation in order to fund renewable energy, water conservation, and energy efficiency improvements.

Experience
 Multiple CFDs, City of Ontario – GCG was retained by the City of Ontario to provide special tax consulting services for all of its CFD formations. Five CFDs have been formed, all of which included a special tax to fund both facilities and services. Several unique features were incorporated into these CFDs, including (i) a special tax formula that shifts the facilities special tax burden to the most valuable land uses and limits the special tax on undeveloped land to an amount within the City’s value-to-lien guidelines, (ii) a provision that allows the City to fund capital replacement and life cycle costs over a period of 100 years, and (iii) authorization for the City to collect the maximum services special tax but use excess revenues to fund improvements on a pay-as-you-go basis. GCG administers the larger CFDs, while the City manages the smaller CFDs in-house.  Mossdale Village Specific Plan, City of Lathrop – Mossdale Village includes three development area with a proposal for more than 500 acres of residential, office, and retail development. Each development area is on a different entitlement timeline, involves a different set of landowners and developers, and entails a different land use patterns. Two CFDs were formed, the first to contribute to water facilities as part of a larger water revenue bond issue that relies on monthly utility charges and other sources of revenue to repay debt service. The second CFD, which includes the same area as the first but anticipates the inclusion of the third area via annexation, was established to fund ongoing operation and maintenance services in order to mitigate projected fiscal deficits. To ensure that anticipated deficits are avoided both at buildout and during project development, a onetime special tax collected when a building permit is issued as well as an annual special tax levied on final mapped property and developed property are both being implemented in the services CFD.

Education
B.S., Managerial Economics, University of California, Davis Professional Certifications
Registered Municipal Advisor, Series 50
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Statement of Qualifications for
Goodwin Consulting Group, Inc. 15 On-Call Financial Consulting Services Miriam Adamec
Vice President
Miriam Adamec has considerable experience in a wide range of professional services, including fiscal impact analysis, financial feasibility, economic impact studies, and AB 1600 impact fee studies. She has prepared fiscal impact studies that incorporate multiple development scenarios, phasing plans, and public agencies to evaluate impacts from new development. Miriam has served as an integral part of financing teams on some of the most unique and complex transactions in Northern California, providing long-term funding solutions for public facilities and services in urban and suburban areas. She manages the annual administration of numerous CFDs throughout the State and is responsible for preparing and submitting tax levies, complying with federal and state continuing disclosure requirements, monitoring and pursuing special tax delinquencies, and providing information to bond investors and affected property owners.

Experience
 Treasure Island CFD, City and County of San Francisco – The proposed redevelopment of Treasure Island and Yerba Buena Island is planned to include approximately 8,000 residential units, 140,000 square feet of new commercial and retail space, 100,000 square feet of new office space, and 500 hotel rooms. The City and County of San Francisco formed the CFD over the first of numerous improvement areas, and the second improvement area was recently annexed into the CFD. Miriam assisted in preparing the special tax formula, which allows maximum flexibility in development plans and product types, while ensuring special tax revenues will be sufficient to maintain required coverage throughout the term of the CFD.
 Dublin Crossing CFD, City of Dublin – Located north of Interstate 580, the Dublin Crossing project encompasses over 180 acres of the U.S. Army’s Camp Parks Reserve Forces Training Area. The planned development anticipates 1,995 residential units and 200,000 square feet of commercial uses. Miriam worked closely with City staff and the project developer to prepare five different special tax formulas for five improvement areas that will eventually be part of the CFD. She also assisted in preparing the bonding capacity analysis for each improvement area, reviewed and contributed to the tax formula for each improvement area, and prepared the CFD Report.
 Mission Bay, Successor Agency to the San Francisco Redevelopment Agency – The Mission Bay CFD consists of 65.7 acres of taxable property located in the Mission Bay Redevelopment project area. Four CFD bond issues totaling $237 million have been issued to fund parks, streets, sewer and storm drainage systems, and dry utilities within the project.

Miriam assists in the annual special tax administration of this CFD, and works with both the RDA and the property owner to ensure all continuing disclosure requirements are satisfied by both parties. Miriam also prepares annual administration reports, disclosure forms required by the California Debt and Investment Advisory Commission, and credit tables for the official statement each time a new bond is issued.  Valley Glen and Parklane CFDs, City of Dixon – GCG served as special tax consultant to the City of Dixon in the formation of two CFDs, one to fund storm drainage maintenance 470
Statement of Qualifications for
Goodwin Consulting Group, Inc. 16 On-Call Financial Consulting Services services and the other to fund both public infrastructure and services. In association with the facilities and services CFD, GCG presented information about Mello-Roos at a special City Council workshop to clear up misconceptions and concerns about the financing vehicle. GCG then prepared CFD cash flow analyses to determine the funding capacity under various special tax scenarios, drafted the special tax formula for the CFD, and incorporated separate facilities and services special taxes to ensure that funding would be available both for initial infrastructure costs and ongoing service needs. Miriam manages the CFD administration for all of the City’s CFDs, providing state and federal continuing disclosure, credit tables for each bond issuance, and arbitrage rebate calculations.  Multiple CFDs, City of Modesto – GCG served as special tax consultant and continues to serve as CFD administrator for ten CFDs in the City of Modesto that fund public infrastructure and/or services. One of the CFDs funds public services and over $100 million in public infrastructure needed to serve the Village One Specific Plan, which includes more than 7,400 residential units, 650,000 square feet of retail space, and 2.3 million square feet of light industrial, business park, and office uses. GCG prepared a special tax formula for the CFD that included multiple special tax zones and improvement areas; 14 annexations to the CFD have taken place to date. Miriam is responsible for the ongoing administration of all 10 of the City’s CFDs.

Education
B.A., Economics and Industrial Relations, Mills College Professional Affiliations and Certifications
Registered Municipal Advisor, Series 50
Women in Public Finance
Following is an organizational structure chart of GCG personnel assigned to complete tasks within the Scope of Work.

Susan Goodwin
Co-Principal-in-Charge
Cindy Yan
Co-Principal-in-Charge
Andrew Bavender
Vice President
Associates &
Analysts
Miriam Adamec
Vice President
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Statement of Qualifications for
Goodwin Consulting Group, Inc. 17 On-Call Financial Consulting Services

5. REFERENCES
The following is a list of five references for whom the services required to complete the Scope of Work have been performed by GCG within the last three years. The list includes name, mailing address, email address, brief description of services completed relevant to this RFQ, and a point of contact who can attest to GCG’s quality of work and exceptional customer service.

1. Public Agency Name: City of Tracy
Mailing Address: 333 Civic Center Plaza
T rac y, CA 95316
Point of Contact: Ms. Karin Schnaider, Director of Finance Email Address: [email protected]
Services Completed: Fiscal impact analyses, CFD formations and administration, tax sharing analyses and negotiations

2. Public Agency Name: City of Dublin
Mailing Address: 100 Civic Plaza
Du b li n, CA 94568
Point of Contact: Ms. Colleen Tribby, Director of Administrative Services Email Address: [email protected]
Services Completed: CFD formation and administration

3. Public Agency Name: City and County of San Francisco Mailing Address: 1 Dr. Carlton B Goodlett Pl, City Hall Rm 338 San Fran cisc o, CA 94102
Point of Contact: Ms. Anna Van Degna, Director, Office of Public Finance Email Address: [email protected]
Services Completed: CFD formation and administration, Financing plans

4. Public Agency Name: County of Sacramento
Mailing Address: 700 H Street Room 7650
Sacramen to , CA 95814
Point of Contact: Mr. Colin Bettis, County Debt Officer Email Address: [email protected]
Services Completed: Public Facilities Financing Plans, CFD formation and administration

5. Public Agency Name: City of Modesto
Mailing Address: 1010 11th Street
Mo d est o, CA 94568
Point of Contact: Ms. Jessica Hill, Community Development Manager Email Address: [email protected]
Services Completed: CFD formation and administration, Public Facilities Financing Plans, Fiscal Impact Analyses
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Goodwin Consulting Group, Inc. 18 On-Call Financial Consulting Services

6. LOCAL BENEFIT
GCG does not anticipate bringing local benefit to the Contract.

7. HISTORY
There have been no mergers, acquisitions, or sales related to GCG’s organization structure.

8. LEGAL CHALLENGES
There is no pending litigation against GCG.

9. FISCAL VIABILITY
GCG has never filed (or had filed against it) any bankruptcy or insolvency proceeding, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors.

10. BUSINESS LICENSE
A copy GCG’s Articles of Incorporation is provided in Appendix A. This document is registered with the Secretary of State and allows GCG to conduct business in the State of California. 473
Statement of Qualifications for
Goodwin Consulting Group, Inc. 19 On-Call Financial Consulting Services C. TECHNICAL PROJECT APPROACH
Following is a general summary of the project approach and the outline of the scope of work needed for the various work products for which GCG has provided qualifications in this SOQ.

With each project, GCG will coordinate with City staff and project proponents to discuss the goals and objectives, opportunities and constraints, and timeline. GCG will then provide a scope of work specific to what is needed for that particular project.

1. CFD FORMATION AND BOND ISSUANCE
GCG is the leading special tax consulting firm in Northern California that has combined expertise in both preparing the special tax formula when a Community Facilities District (CFD) is formed and administering the special tax levy on an annual basis thereafter. We have assisted many cities and counties in the formation of their first CFDs, and we frequently conduct workshops and community meetings to ensure understanding and support of a proposed financing district. GCG’s special tax formulae have accommodated multiple bond issues for phased infrastructure funding, escalating special taxes, multiple tax zones to avoid cross-collateralization among landowners, and state-of-the-art backup and prepayment mechanisms.

The scope of work for formation of a CFD and issuance of the first series of bonds generally involves the following tasks:

Kick-Off Meeting – GCG will meet with County staff, developers, bond counsel and other members of the financing team to compile data and discuss the structure and components of the Mello-Roos cash flow analysis.

Mello-Roos Cash Flow Analysis – GCG will review the Mello-Roos cash flow presented by the developer or assist in running numbers to (i) analyze the sufficiency of the proposed maximum special tax rates to maintain required debt service coverage on bonded indebtedness issued on behalf of the CFD and to pay administrative expenses, (ii) confirm the estimated bonding capacity, and (iii) confirm that assumptions relative to bond costs, bond term, interest rate, and escalators are accurate and efficient.

Rate and Method of Apportionment of Special Tax - Based on the special tax structure selected by the working group, GCG will prepare the Rate and Method of Apportionment of Special Tax (RMA), which will serve as the official special tax formula for the CFD.

Contributions to CFD Formation Documents - In coordination with the working group, GCG will review, prepare and contribute to other documents required in the CFD formation proceedings that relate to the special tax formula.

Inventory of Parcels, Acreage and Ownership - GCG will review maps, land use plans, building permit data, recorded deeds and other documents to confirm the development status and track changes in ownership and parcel configuration that occur prior to release of the Official Statement for the bonds. GCG will compile data needed to provide current information regarding property diversification within the CFD, the percentage of maximum special tax obligation carried by each property owner, assessed value information, building permit issuance data, allocation of proposed bonded indebtedness, and parcel-by-parcel value-to-lien ratios.
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Statement of Qualifications for
Goodwin Consulting Group, Inc. 20 On-Call Financial Consulting Services CFD Revenue Projections - GCG will prepare special tax projections that will be used by the underwriter to size the bond issuance. The analysis will assist in evaluating special tax coverage, available bonding capacity, proportional tax burden, and other criteria that will be important to potential investors.

Contributions to Official Statement - GCG will work closely with the disclosure counsel, financial advisor, and underwriter to prepare tables and charts needed to disclose information to potential bond investors in the Official Statement. GCG will also review the Official Statement to ensure the accuracy of the information disclosed relative to the special tax formula, tax projections, debt service coverage, and development status.

Review of Other Bond Documents - In coordination with the working group, GCG will review and contribute to other documents required as part of the bond issuance process.

Meetings - GCG will attend meetings with City staff, the City Council, developers and other members of the working group to (i) acquire information, present cash flow alternatives, and review formation documents; (ii) present the special tax formula and answer questions from the Council and affected property owners; and (iii) discuss the special tax analysis, review bond documents, and present the impact of the bond issuance on tax burdens within the CFD.

2. CFD ADMINISTRATION
Because GCG manages the ongoing administration of hundreds of CFDs, our staff is uniquely aware of the components that should be included in a special tax formula to ensure ease of administration, avoid complaints from homeowners and property owners, and require minimal interpretation by the public agency in future years. The scope of work for CFD administration generally includes the following:

CFD Database – GCG will prepare a comprehensive parcel database and a unique tax allocation model for each CFD that will contain: (i) the current parcel number, appropriate special tax category and other parcel characteristics for each parcel; (ii) identification of parcels that have prepaid or are otherwise exempt from the special tax; and (iii) the maximum special tax for each parcel for the current fiscal year.

Calculation of Annual Special Tax Levy - GCG will calculate the special tax levy for taxable parcels in each CFD. GCG will confirm debt service for all outstanding bond issues and coordinate with the City to identify required services costs and administrative expenses for the then-current fiscal year.

CFD Administration Reports - GCG will prepare an annual special tax administration report that summarizes the land uses, acreage, and other relevant information for each parcel within the CFD, as well as the calculation of the Special Tax Requirement for the fiscal year.

Annual Special Tax Enrollment - GCG will compile a list of parcels in each CFD that will be subject to the special tax levy and format it in compliance with the specific 475
Statement of Qualifications for
Goodwin Consulting Group, Inc. 21 On-Call Financial Consulting Services formatting instructions of the Yolo County Auditor-Controller’s Office for inclusion on the consolidated property tax bills.

Answer Inquiries from Various Parties - GCG will respond to questions from property owners, title companies, and appraisers regarding special taxes and other CFD-related items.

Annexations - If property annexes into a CFD, GCG will coordinate with the City to provide information needed relative to the maximum special tax that will apply to the parcels and the corresponding impact on special taxes levied on other parcels in the CFD.

Prepayments - If a property owner is interested in making a full or partial prepayment, GCG will prepare a prepayment estimate based on the formula provided in the RMA. The fee for this service is to be paid by the requestor.

Bond Redemptions - GCG will ensure that prepayment checks are processed properly, the correct bond amount is redeemed at each interest payment date, and prepayment amounts are allocated to the appropriate CFD accounts.

Arbitrage Rebate - GCG will monitor bond accounts and perform the annual and fiveyear arbitrage rebate and yield reduction calculations as required for each applicable CFD.

Continuing Disclosure - Pursuant to State and Federal requirements, GCG will provide information to the Municipal Securities Rulemaking Board and the California Debt and Investment Advisory Commission, including the following:
 Annual Continuing Disclosure Report and secondary information requirements set forth in SEC Section 15c2-12, as amended
 Annual Fiscal Status Report as specified in Government Code Section 53359.5 to the California Debt and Investment Advisory Commission
 Annual Debt Transparency Report required pursuant to SB 1029  CFD parcel tax reporting information required pursuant to AB 2109 to be included in the City’s Financial Transactions Report for the State Controller’s Office  Annual reporting requirements regarding the disposition of special taxes collected and bonds issued pursuant to SB 165, the Local Agency Special Tax and Bond Accountability Act
 Special tax disclosure materials for resale properties as required by Government Code Section 53340.2.

Delinquency Management - GCG will: (i) monitor the tax collection summaries and report on delinquent special taxes; (ii) prepare and mail demand letters to property owners with delinquent special taxes; (iii) work with the City to ensure compliance with foreclosure covenants and provisions in the bond documents; and (iv) assist the City in complying with provisions in the fiscal agent agreement regarding actions to be taken in the event of a foreclosure on a property due to tax delinquency. 476
Statement of Qualifications for
Goodwin Consulting Group, Inc. 22 On-Call Financial Consulting Services

3. PUBLIC FACILITIES FINANCING PLANS
GCG prepares detailed financing strategies that ensure that public infrastructure required to serve a new development will be funded in a timely and efficient manner. Incorporating the nexus requirements mandated by state law, GCG determines the gross impact fees that would be required from each type of land use proposed within a project and evaluates the feasibility of the associated funding burdens. GCG then compares the revenues available from pay-as-you go financing to the phasing of infrastructure costs to determine if other mechanisms are needed to remedy funding gaps. A detailed analysis is prepared that identifies the one-time and annual burdens associated with assessment bonds, Mello-Roos bonds, revenue bonds, and other indebtedness proposed to be used for lump-sum funding for project facilities. GCG also evaluates whether a reimbursement program will be needed to maintain equity among landowners in a project. The scope of work for preparation of a Public Facilities Financing Plan generally entails the following:

Background Review and Data Collection - GCG will work with the City, developer and project engineers to establish assumptions relative to project land uses and market values, phasing of public and private uses, backbone infrastructure and community facilities costs, and project maintenance costs.

Policy Framework - GCG will work with the City to establish a policy framework within which the PFFP will be developed.

Fee Program Analysis - GCG will work with City staff to evaluate whether existing impact fees and/or new project-specific fees will be part of the funding strategy. GCG will ensure that there is no overlap between the facilities factored into the calculation of projectspecific fees and the capital improvement program for existing fee programs.

Analysis of Funding Alternatives - GCG will estimate the capacity that can be generated for project improvements from a variety of alternative financing mechanisms and from a comprehensive program of overlapping funding sources, which may include one or more of the following:
 Determination of bonding capacity available from land-secured financing  Tax increment projections for an Enhanced Infrastructure Financing District that may be used on a standalone basis or in combination with a Mello-Roos CFD to generate additional funding for project infrastructure.  Determination of bonding capacity from revenue bonds or certificates of participation secured by recurring revenues generated from parking operations, recycling programs, enterprise funds, or other sources
 Quantifying potential contributions from regional and local revenue sources, such as sales taxes, transient occupancy taxes, and property transfer taxes  Potential capacity from traditional public-private partnership (P3) financing if a private firm is or is expected to be participating as a funding partner. 477
Statement of Qualifications for
Goodwin Consulting Group, Inc. 23 On-Call Financial Consulting Services Recommended Funding Strategy - After discussion of alternatives with the working group, GCG will develop a recommended funding strategy and determine the net associated costs allocated to project land uses. GCG will prepare a summary of revenues that would be generated from the one-time fees based on project phasing assumptions, and fee revenues will be compared to infrastructure timing to identify funding gaps. GCG will then apply the land-secured financing capacity, and identify the need for developer equity that may be subject to a fee credit and reimbursement program. Such a program will ensure the timely construction of infrastructure while providing for an equitable distribution of costs.

Report Preparation - GCG will prepare a Public Facilities Financing Plan (PFFP) that (i) summarizes the land uses and project alternatives that were analyzed, (ii) identifies projected revenues and funding capacity available from the funding alternatives that were evaluated, (iii) sets forth the maximum one-time, monthly, and annual burdens that would result from implementation of the recommended funding strategy, and (iv) summarizes the implementation measures that would have to be enacted by the City to put the strategy in place.

4. FISCAL IMPACT ANALYSES
GCG prepares analyses of the fiscal impacts that a proposed development project will have on public agencies providing services to the project. Ongoing revenues generated by the project (i.e., property tax, sales tax, transient occupancy tax) are compared to the ongoing costs of providing public services to the project to determine whether a fiscal surplus or deficit is anticipated. To the extent a negative fiscal impact is anticipated, GCG evaluates alternative funding mechanisms available to pay for public services and calculates the annual special tax or assessment associated with the most feasible mechanisms. In addition to project-specific analyses, GCG prepares fiscal impact reports associated with general plan updates, annexations, incorporations and reorganizations.

The scope of work for preparation of a fiscal impact analysis usually involves the following tasks:

Project Research - GCG will work with City staff to confirm project land uses and develop assumptions regarding the demographic characteristics and infrastructure network within the area. In addition, GCG will determine many of the base assumptions to be used in the fiscal analysis, including: (i) estimated home prices and non-residential values and projections of residential and non-residential turnover in future years, (ii) existing or planned public improvements that will require ongoing maintenance, including road lane miles, parkway and median square footage, park acres, landscaped areas, natural open space, and active recreational areas, and (iii) demographic characteristics by land use type, including population per household and employment generation for non-residential development.

Background Fiscal Research - GCG will identify fiscal parameters relevant to the project, including: (i) the total property tax rate for each tax rate area (TRA) included within the area, (ii) a breakdown of the general levy tax allocation factors from the County AuditorController for each TRA, and (iii) the distribution of tax revenues within each TRA. 478
Statement of Qualifications for
Goodwin Consulting Group, Inc. 24 On-Call Financial Consulting Services Budget Analysis - GCG will analyze the City’s current operating budget and work with appropriate department heads to develop case study and per-capita multiplier assumptions for applicable fiscal revenues and expenses. GCG will consider the property tax allocation after the ERAF shift, sales tax revenue from the base sales tax percentage and the Prop 172 sales tax rates, transfers from other departments, agencies and organizations, and other recurring revenue. GCG will also identify existing and planned facility and service standards, and the unit cost of providing operations, maintenance, and services associated with all recurring costs.

Analysis of Fiscal Impacts - GCG will develop a fiscal model that will incorporate City revenue and cost factors and will provide a tool to easily compare alternatives, run iterations, and provide sensitivity analysis of the most significant variables.

Recommend Funding Implementation - If negative fiscal impacts are projected, GCG will identify the annual burdens that would result if a Mello-Roos CFD was formed to mitigate anticipated deficits.

Fiscal Impact Report - GCG will summarize the findings of the fiscal analysis for presentation to City staff. Technical analyses will be presented in easy-to-read charts and tables, which will be included as part of the fiscal impact study. 479
Appendix A
Goodwin Consulting Group, Inc.

Articles of Incorporation

480

481

482

483
484
Statement of Qualifications to Provide
On-Call Financial Consulting Services
22-046-RFQ
KEYSER MARSTON ASSOCIATES, INC.

Submitted to:

City of West Sacramento
August 2022
485

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2040 BANCROFT WAY, SUITE 302  BERKELEY, CALIFORNIA 94704  PHONE: 415 398 3050  FAX: 415 397 5065 proposal transmittal letter
WWW.KEYSERMARSTON.COM 99900
ADVISORS IN:

REAL ESTATE

AFFORDABLE HOUSING

ECONOMIC DEVELOPMENT

BERKELEY
A. JERRY KEYSER
TIMOTHY C. KELLY
DEBBIE M. KERN

DAVID DOEZEMA

LOS ANGELES
KATHLEEN H. HEAD
JAMES A. RABE
GREGORY D. SOO-HOO
KEVIN E. ENGSTROM
JULIE L. ROMEY

TIM BRETZ

SAN DIEGO
PAUL C. MARRA
August 9, 2022
Marc Rotteveel
Finance Analyst
City of West Sacramento
1110 W Capitol Ave
West Sacramento, CA 95691
Re: Qualifications to Provide On-Call Financial Consulting Services (22-046-RFQ) Dear Mr. Rotteveel:

We are delighted to have the opportunity to submit our qualifications to continue to provide financial consulting services to the City of West Sacramento. We have thoroughly enjoyed assisting the City of West Sacramento on numerous projects over the past twenty years, including the formation of the City’s Enhanced Infrastructure Financing District No. 1, and look forward to future assignments.

Per your request, we are providing in this transmittal letter responses to six (6) specific topics:

A. Proposer’s Name and Contact
This proposal is being submitted by Keyser Marston Associates, Inc. The contact person for this engagement is Debbie Kern. Debbie’s contact information is as follows:

Debbie Kern, Managing Principal
Keyser Marston Associates, Inc.
2040 Bancroft Way, Suite 302
Berkeley, CA 94704
(415) 398-3050, ext. 230
[email protected]
B. Statement of Offer
The Proposal described in this submittal is an offer to provide on-call financial consulting services pursuant to the Scope of Work outlined in the RFQ. The offer, including the A. PROPOSAL TRANSMITTAL LETTER

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Marc Rotteveel August 9, 2022
City of West Sacramento Page 2
proposal transmittal letter.docx; jf
99900
Cost Proposal rates and budget, will remain valid for at least ninety (90) business days after August 9, 2022.

C. Conflict of Interest
Neither Keyser Marston Associates, Inc. (“KMA”) or any of Keyser Marston’s staff have any possible conflicts of interest to perform the Scope of Work and engage in a contract with the City of West Sacramento.

D. Contract Terms
We have revied the City’s Standard Contract and Insurance Requirements. We accept the Insurance Requirements without qualification. We are requesting one change to the City’s Standard Contract and have noted the requested change in the attached “Red line” version of the Standard Contract, which is provided as part of our response to the Proposer Questionnaire.

E. Subcontracts
We do not intend to use any subcontractors, subconsultants, or other contracting parties to complete the Scope of Work.

F. Signature and Authority
This letter is signed by Debbie Kern, who is the Managing Principal of KMA’s Berkeley office. Debbie is a shareholder of the corporation and a Vice President and is authorized to represent and bind Keyser Marston Associates, Inc. Evidence of Debbie’s authority to bind KMA is attached to this letter.

We look forward to meeting with you to further discuss our qualifications and how we could help the City of West Sacramento achieve its goals.

Sincerely,
KEYSER MARSTON ASSOCIATES, INC.

Debbie Kern

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B. PROPOSER'S MANDATORY QUALIFICATIONS AND EXPERIENCE
a. Organization
Keyser Marston Associates, Inc. (KMA) is a boutique real estate advisory firm. Founded in 1973, the firm has served over 600 clients on more than 2,000 projects, including some of the most high-profile public/private partnerships in California. The firm’s public sector clients include nearly every major municipality in California, as well as counties, ports, special districts, universities, and former military bases. Keyser Marston has a total of 27 employees across three office locations in Berkeley, Los Angeles, and San Diego. Work for West Sacramento will be conducted in our Berkeley office.

Now in our 49th year, Keyser Marston has held the same commitment to clients: to provide creative pragmatic solutions to complex urban development. Our practice areas include:
 Public-private real estate transactions
 Public finance
 Fiscal and economic impacts
 Transit-oriented neighborhoods
 Public benefits and entitlements
 Affordable and inclusionary housing
 Economic development.

We approach all of our assignments from a reality-based perspective. Our objective is to provide decision-makers with sound advice supported by strong technical analysis of all economic factors that impact success, including: market conditions, financial investment requirements, community needs and benefits, and development issues.

Keyser Marston’s unique strength is the depth, continuity and availability of our principals who average more than twenty years of practical experience in working with business and government. Their personal involvement is a key factor in the firm’s ongoing success. Their knowledge and expertise bring clarity to the complexities of real estate development. Keyser Marston’s principals are frequent speakers to such industry groups as the Urban Land Institute, and the California League of Cities. They have also served on policy-advisory committees for the State Legislature and Governor on issues such as affordable housing, economic development and military base reuse.

For more information about Keyser Marston, please visit our website at www.keysermarston.com. b. Experience
Keyser Marston Associates was founded in 1973, and has been providing financial real estate consulting to public agencies for almost 50 years. We have been involved in IFD formations since 1999, CFD formations since 2006 and establishing development impact fees since 2001.

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c. Public Agency Experience
KMA has had the pleasure and honor of working for the City of West Sacramento since 2001. A sample of past assignments include:
 Preparing the Infrastructure Financing Plan for the formation of EIFD No. 1  Evaluating the CFD burden on the Liberty Specific Plan and other developments in Southport
 Reviewing development proposals for the Stone Lock District; and  Preparing Redevelopment Plan Adoption Reports for the former Redevelopment Agency KMA was selected to provide services to West Sacramento as part of the City’s RFQ process in 2015. Assignments that resulted from that solicitation included preparing the IFP for the EIFD in 2017 and evaluating the CFD services burden on the Liberty Specific Plan project and other future developments in the Southport area to cover programmed operating and maintenance costs that had been prepared by City staff. That work was completed in 2020.

The following six (6) projects represent assignments completed within the past five (years) in which we provided services that are being requested in this RFQ by West Sacramento.

Selected Case Study Assignments Completed within Past Five Years Target
Services
Metro Air
Park EIFD
Treasure
Island
IRFD and
Bond
Issuance
Marina
Station
Fiscal and
CFD
Brisbane
Baylands Fiscal
Analysis and
Municipal Service
Financing
Strategy
Santa Cruz
County Park
and Child
Care Impact
Fees
Sonoma
Development
Center
Specific Plan
Fiscal
impacts X X X X
CFD
formation X X X
Impact Fee
Nexus X
EIFD
(another TIF)
formation
X X
Property tax
analysis X X X X X
Prepare
Financing
Plans

X X X X X
Financial
Projections X X X X X X

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1. Metro Air Park EIFD –
2021 through 2022
Under the leadership of Debbie Kern,
KMA recently prepared the
Infrastructure Financing Plan (IFP) for
the formation of an EIFD at Metro Air
Park in Sacramento County. The EIFD
was formed by the County of
Sacramento in 2022 to facilitate the
continued development of the business park and commercial development surrounding the airport. The park has been very successful to date, with approximately 10 million square feet of new development, which represents 50% of the anticipated build-out of the project. Under the terms of the EIFD, up to 50% of the County’s share of annual property tax increment and property tax in-lieu of motor vehicle license fees to be generated by the properties within the EIFD will be dedicated to the EIFD for 36 years or until the aggregate dedication reaches $200 million, whichever occurs first. Dedicated tax increment will be used to fund a range of public infrastructure. Funds will be used to finance future projects, pay debt service on CFD bonds, and reimburse the private landowners and developers for a portion of costs expended to date.

As part of this effort, KMA provided the following services:
 Projected the future assessed value of anticipated new development over the next 45 years
 Estimated the amount of tax increment to be generated by the District  Worked closely with both County staff and the property owners to develop absorption projections and valuation projections for the District
 Evaluated the fiscal impacts to be generated by the new development to the County at three stages of development
 Prepared a financing plan for public infrastructure comprised of: impact fees; developer advances and developer funds; CFD funds; EIFD revenues; and other public funds  Drafted the IFP
 Provided guidance regarding the EIFD formation process and using the EIFD in tandem with CFD bond proceeds to enhance the project’s financing plan; and  Participated in the public hearing process and responded to questions raised by the Board of Supervisors and the members of the Public Finance Authority.

Debbie Kern was the primary KMA staff member involved in the Metro Air Park EIFD assignment. Debbie Kern will by the principal in charge of future work under this proposal.

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2. Treasure Island IRFD Formation, Amendment, and Bond Issuance (2015-2022) KMA has been engaged with the
Infrastructure and Revitalization District
(IRFD) at Treasure Island since 2016. Our
work started with working on the
Infrastructure Financing Plan (IFP) in
support of forming the IRFD, which
occurred in 2017, and has continued with
amending the IFP to annex additional
properties and preparing the Fiscal
Consultant Report (FCR) in support of
issuing tax allocation bonds secured by IRFD revenues. The official offering statement for $30 million of bonds has been released and these may be the first property tax allocation bonds issued under IFD/EIFD/IRFD statutes. It is anticipated that bonds will continue to be regularly issued as the 5,800 market rate units are completed. Key elements of the Treasure Island IRFD include the following:
 The purpose of the IRFD is to provide funding for infrastructure improvements and affordable housing to support the development of 8,000 residential units and approximately 1 million square feet of commercial space  17.5% of IRFD revenue will be dedicated to providing funding for 2,200 affordable housing units
 The IRFD is currently comprised of five (5) project areas, with each project area having a different 40-year term
 The IRFD will be regularly amended over time to allow for the annexation of new property as it is transferred from the Navy to the Treasure Island Development Authority.

KMA has provided the following services:
 Projected the future assessed value of anticipated new development over the next 40 years;
 Estimated the amount of tax increment to be generated by each of the five project areas within the original boundaries of the District
 Worked closely with both City staff and the Master Developer to develop absorption projections and valuation projections for the District
 Evaluated the annual fiscal impacts to be generated by the entire 8,000-unit project during construction and through completion
 Assisted in determining the percentage of residential units that would be subject to long term affordable housing covenants
 Evaluated that amount of funding that would be generated for the affordable units by both the IRFD and developer contributions required by the Disposition and Development Agreement;
 Evaluated the magnitude of financing to be generated by the IRFD, CFD, and impact fee revenues for public infrastructure and affordable housing

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 Prepared the Fiscal Consultant Report in support of the current $30 million bond issue, which entailed evaluating the amount of tax increment to be generated by recently completed new development, the top tax-payers, assessment appeals, and the concentration of increment by land use.

Debbie Kern led the KMA team during the IRFD formation process. David Doezema led the KMA team to prepare the Fiscal Consultant report in support of the bonds. Both Debbie and David will be available to provide services to the City of West Sacramento under this proposal.

3. Marina Station Fiscal Impact Analysis and Municipal Services Financing Plan (2022) Marina Station is a proposed development
of 1,360 homes at the former Fort Ord in
the City of Marina. The City of Marina has a
fiscal neutrality requirement for future
development, which triggered the need for
the evaluation. KMA’s work program
included the following:
 Estimating the assessed values of
the various residential product types
 Evaluating the on-going revenues
and expenses that would be
generated at three different points in
time during the build-out of the project
 Reviewing the staffing program for a new fire station and the determined share of operating expenses to be borne by the Marina Station project  Reviewing the City’s budget to establish revenue and cost factors  Evaluating the capacity of the project’s for-sale residential homes to fund a portion of ongoing municipal services through a services CFD  Evaluating on-going City tax revenues and service costs to be generated by the development
 Estimating the one-time tax revenues to be generated to the City during the project’s construction period
 Estimating the net annual fiscal impacts of the project to the City of Marina;  Preparing a municipal services financing plan for the Project, including a combination of private funding for the maintenance of private roadways, CFD funding for a portion of the cost to operate a new fire station, and General Fund funding for a portion of on-going municipal services
 Preparing a summary report of the project’s impacts
Debbie Kern led KMA’s work effort.

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4. Brisbane Baylands: Assessment of Fiscal Impacts, Financial Feasibility, and Options for Enhancing Net Fiscal Revenues to the City of Brisbane (2015-2018) KMA was retained by the City of
Brisbane to evaluate a submitted
development proposal for the 700-acre
Baylands site, which included 4,400
homes, 6 million square feet of office
space, 800,000 square feet of retail
space, and 170 acres of open space.

The economics were challenged by the
need to remediate $1.1 billion of
environmental contaminants.

The financial feasibility analysis included evaluating infrastructure costs, land values supported by residential, office, and retail land uses, examining phasing alternatives to limit the amount of required upfront capital required to develop a viable first phase, and meeting with the applicant to discuss options for proceeding with the project.

The fiscal impact analysis entailed examining: 1) market conditions; 2) home prices ; 3) development costs; 3) testing the impacts of a range of alternative land uses, and 4) evaluating funding tools for municipal services, including:
 a CFD for services
 privatizing interior roadways
 metering land uses.

KMA prepared recommendations for enhancing the fiscal surplus to the City and attended numerous public hearings to present the findings of our analyses. The project was subject to a ballot measure in 2018 and significantly reduced in scope. Following the ballot measure, KMA has been involved in evaluating the impacts of the accepted project.

Debbie Kern led the fiscal analysis and Tim Kelly led the financial feasibility analysis.

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5. Santa Cruz County Parks and Child Care Impact Fee Nexus Analysis (2018-2021) KMA prepared nexus analyses consistent with
the requirements of the California Mitigation Fee
Act (AB 1600) to support an update to the
County’s park fees on residential and
commercial development and the adoption of a
fee to fund child care facilities. The County’s
goals were as follows:
 Increase the park fees so that they
accurately reflected the current cost of
acquiring land
 Ensure that the park fees covered the cost of park improvements  Ensure that the park fees adequately reflected the impacts generated by hotel visitors and office employees as well as residents
 Change the fee levy to an amount per square foot of new building area  Ensure that the County’s nexus analyses and fee structure is in conformance with the requirements of AB 1600
 Update the County’s park dedication and in-lieu fee ordinance  Provide a funding source for needed childcare facilities throughout the County.

KMA prepared a comprehensive set of analyses, including:
 Identifying the current level of per capita park facilities;  Service level standards stipulated in the County’s General Plan  Childcare demand generation factors
 The supply of childcare facilities
 Land and facility costs
 Separating needed improvements between demand generated by existing development and new development
 Evaluating household size conditions and trends in residential unit sizes; and  Reviewing the findings of a park intercept study at various parks throughout the County to measure non-residential usage by land use
KMA attended the public hearings and responded to questions raised by the Board of Supervisors. The fees were successfully adopted and are now being implemented by the County.

Debbie Kern led the fee studies and was assisted by Harriet Ragozin. Both Debbie and Harriet will provide services to the City of West Sacramento under the subject contract.

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6. Sonoma Development Center Specific Plan: Market, Financial Feasibility, and Funding Options (2021-2022)
As part of a consultant team to the County of
Sonoma, KMA evaluated market opportunities
for the redevelopment of the 945-acre
Sonoma Development Center (SDC),
evaluated the financial feasibility of the
redevelopment plan (which was based on
KMA’s market assessment) , and prepared a
financing plan for the project. The SDC
formerly housed developmentally disabled
persons and includes over 1 million square
feet of existing buildings, many of which are historic structures.

KMA’s work effort entailed:
 Evaluating regional population projections and the likely share that could be captured by the site over the next 20 years
 Evaluating retail, hospitality, office and industrial market conditions and opportunities for the site
 Assisting D&B formulate draft development program scenarios for the reuse of the existing buildings and new development
 Preparing pro forma models of several alternative development programs, which estimated infrastructure and vertical construction costs, sales revenues, rental income, supported investment and a comparison of supported investment to development costs.

KMA’s analysis concluded that the project is economically challenged. KMA then examined the potential value that could be created through the use of several public financing tools, including:
 formation of a CFD on for-sale homes, with revenues to be used to fund infrastructure,  historic tax credits,
 low-income housing tax credits, and
 the formation of an Enhanced Infrastructure Financing District.

The findings of the analysis indicated that the use of the CFD, historic tax credits and lowincome housing tax credits alone would likely generate sufficient revenue to render the project feasible. And, the EIFD could be very helpful to fund additional public amenities.

Debbie Kern led the KMA team in this assignment.

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d. Personnel
Debbie Kern will lead the day-to-day work effort for West Sacramento, and serve as the primary contact to the City. Ms. Kern is a Managing Principal with over 30 years of experience in real estate consulting in California, specializing in the formation of EIFDs and adoption of impacts fees to fund public facilities and the preparation financing plans for ongoing municipal services. She has prepared Infrastructure Financing Plans (IFPs) for numerous formed financing districts, including West Sacramento’s EIFD No. 1. She has also prepared municipal service financing plans that include the use of CFDs, private funding, and General Fund funding for on-going municipal services. Ms. Kern received a B.A. in Economics from the University of California, at Berkeley and a M.A. in Economics from Columbia University, and is a member of the Phi Beta Kappa honor society. She is a member of the CALED Economic Development Finance and Real Estate committee and is a frequent speaker at CALED conferences.

David Doezema is a Senior Principal in Keyser Marston Associates’ Berkeley office, with over 20 years of experience. Mr. Doezema specializes in tax increment financings, Fiscal Consultant Reports for the issuance of tax allocation bonds, affordable housing nexus analyses, the formation of inclusionary housing ordinances, and commercial linkage fees to support the development of affordable housing. Mr. Doezema has served as lead principal on many of the firm’s recent affordable housing nexus assignments, including San Francisco and San Jose. He lead’s successor agency finances and fiscal consultant services to KMA’s clients in Northern California, including the preparation of the Fiscal Consultant Report for the issuance of bonds to be secured by property tax increment dedicated to the Treasure Island IRFD. Mr. Doezema holds a master’s degree in urban planning and a bachelor’s degree in civil and environmental engineering from the University of Michigan, Ann Arbor.

Harriet Ragozin is a Manager in Keyser Marston Associates’ Berkeley office. She joined KMA in 2003 and has participated in redevelopment tax increment projections, market assessments, residential and commercial real estate feasibility analyses, affordable housing and child care nexus analyses, and inclusionary housing analyses. Ms. Ragozin holds a master’s degree in public policy from the Goldman School of Public Policy at the University of California, Berkeley, and a bachelor’s degree in economics from Williams College.

Resumes are included on the following pages.

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DEBBIE M. KERN
Ms. Kern is the Managing Principal of Keyser Marston Associates’ Northern California office. She has over 30 years of experience in real estate consulting and specializes in infrastructure finance, fiscal impacts and affordable housing.

Areas of Specialization:

Infrastructure and Public Facility Finance
Debbie is a leader in the field of infrastructure finance. She has developed effective financing plans for new facilities triggered by a proposed real estate development, rehabilitation of existing structures, citywide capital improvement plans, and specific plans. Structures are often comprised of multiple funding sources, including:

Infrastructure Financing Districts (IFDs), Community Facility Districts (CFDs), valueadded entitlements, new market tax credits, impact fees, and P3s. She has prepared the financing plans of adopted EIFDs in West Sacramento and San Francisco. She is a member of CALED’s Economic Development Finance and Real Estate Committee.

Fiscal and Economic Impacts
Debbie has evaluated the fiscal and economic impacts of a full-range of land uses, from residential to sports facilities. The analyses have been undertaken within the context of processing development entitlements for specific projects and formulating land use policies. Recent impact analyses include: Apple’s presence in Cupertino; the mixed-use entertainment district surrounding the future sports arena in Sacramento; the future Oakland Global Trade and Industry Center Project; and the development of 1,700 new homes in Dublin. Debbie has used the findings of the analysis to recommend incentive packages to attract and retain businesses, metering requirements to balance the impacts of different land uses, and CFD maintenance obligations or developer exactions to mitigate negative impacts.

P3 and Public Benefits
Over the past 30 years Debbie has evaluated the development economics of hundreds of proposed projects, representing a full spectrum of land uses, including: residential, office, hotel, retail, entertainment, industrial, and numerous mixed-use developments.

The purpose of the evaluations is to determine the magnitude of public subsidy or development incentives that are needed to realize specific public benefits, such as the inclusion of non-profit arts space in a development, or affordable housing.

Professional Credentials
Debbie holds a master’s degree in economics from Columbia University and a bachelor’s degree in economics from the University of California, Berkeley. She is a member of the Phi Beta Kappa honor society.

Years in
the Industry
30+
Keyser Marston Associates

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DAVID DOEZEMA
Mr. Doezema is a Principal in Keyser Marston Associates’ San Francisco office with 20 years’ experience in real estate and economic consulting.

Key Role
Mr. Doezema focuses on affordable housing nexus, fiscal and economic impact analysis, successor agency finance services and sports facilities.

Fiscal and Economic Impact Analysis
Mr. Doezema has experience preparing fiscal impact analyses on projects throughout California spanning a wide variety of land uses including master planned communities, military base reuse plans, medical facilities, and mixed-use projects. Recent assignment include a fiscal impact analysis of a voter initiative in Alameda and a fiscal and economic impact peer review of an NFL stadium in Inglewood.

Inclusionary Housing and Affordable Housing Nexus Analyses Mr. Doezema has experience with affordable housing nexus and inclusionary housing assignments for a wide range of communities throughout California. Recent assignments have included a multi-jurisdiction nexus study covering 12 Bay Area jurisdictions, Boulder CO, Emeryville, Newark, Hayward, Fremont, and Mountain View. Large city experience includes San Diego, San Jose, San Francisco and Honolulu. He has prepared project-specific affordable housing analyses addressing the Facebook Campus in Menlo Park and the Stanford Medical Center in Palo Alto.

Successor Agency Finance
Mr. Doezema assists cities and counties in relation to redevelopment dissolution including preparation and review of recognized obligation payment schedules, cash flow analyses, and fiscal consultant reports for refinance of tax allocation bonds. He has been responsible for on-going pass through calculations for all 13 successor agencies in San Mateo County on behalf the County Controller’s Office.

Sports Facilities
Mr. Doezema had a key role in KMA’s services to the City of Santa Clara on the Levi’s Stadium project and negotiations with the San Francisco 49ers. Mr. Doezema was involved from the initial concept through stadium opening and was responsible for analyzing numerous aspects of the project including public and private construction finance sources, funding of on-going operations of the Stadium Authority, fair market rent for the City’s land, and fiscal and economic impacts.

Professional Credentials
Mr. Doezema holds a master’s degree in urban planning and a bachelor’s degree in civil and environmental engineering from the University of Michigan, Ann Arbor.

Keyser Marston Associates
Years in
the Industry
20+

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Affordable Housing Policy
Ms. Ragozin has worked extensively on affordable housing policy analyses, including inclusionary housing analyses, in-lieu fee studies, jobs-housing nexus analyses and residential nexus analyses. Former inclusionary housing and in-lieu fee work includes studies conducted for the cities of San Francisco, Palo Alto, Cupertino, Napa, Novato, and Campbell, among others. Typical tasks include the evaluation of development economics, the calculation of full cost recovery in-lieu fees for ownership and rental projects, and the evaluation of alternative program structures.

She has conducted jobs-housing nexus analyses, which quantify the linkages between construction of new commercial buildings and affordable housing demand, for Napa, San Diego, Walnut Creek, Sacramento, Cupertino and others. In addition to a quantitative nexus analysis, typical tasks also include evaluation of proposed fee levels in the context of local real estate economics, recommended fee levels, and surveys of similar fees in other jurisdictions.

She has also conducted many residential nexus analyses, which quantify the linkages between new market rate residential development and the demand for affordable housing, for many jurisdictions including Fremont, Hayward, Napa County, San Francisco and others.

Residential Financial Analyses
Ms. Ragozin has assisted in the assessment of market and financial feasibility analyses for proposed residential developments. Projects include market rate housing, affordable housing, and mixed-use projects. Such services have been provided in the cities of Santa Rosa, San Jose, Walnut Creek, Lafayette, Redwood City, San Leandro, Union City, and others.

Child Care Nexus Analyses
Ms. Ragozin has conducted child care nexus analyses linking new real estate development to the demand for child care facilities in the jurisdiction. Example cities include San Mateo, San Francisco, and Redwood City.

Professional Credentials
Ms. Ragozin holds a master’s degree in public policy from the Goldman School of Public Policy at the University of California, Berkeley, and a bachelor’s degree in economics from Williams College.

HARRIET G. RAGOZIN
Ms. Ragozin is a Manager in Keyser Marston Associates’ Berkeley office. She joined KMA in 2003 and has participated in affordable housing and child care nexus analyses, inclusionary housing analyses, residential and commercial real estate feasibility analyses, redevelopment tax increment projections, and market assessments.

Years in
the Industry
10+
Keyser Marston Associates

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e. References
Please see Section c, Public Agency Experience, for detailed description of the work done for each of these references.

1. Collin Bettis, County Debt Officer!County
of Sacramento
700 H Street, Room 7650
Sacramento, CA 95814
(916)!874-5239; [email protected]
Relevant Project: Metro Air Park EIFD
formation

3. Layne Long, City Manager
City of Marina
211 Hillcrest Avenue
Marina, CA 93933
(831)!884-1224; [email protected]
Relevant Project: Marina Station Fiscal Impact
Analysis / CFD funding and other projects

5. Aaron Laurel, City Manager
City of West Sacramento
1110 West Capitol Avenue, 3rd Floor
West Sacramento, CA 95691
(916)!617-4500;
[email protected]
Relevant Project: West Sacramento EIFD #1
formation

2. Robert Beck, Director
Treasure Island Development Authority
1 Avenue of the Palms #241
San Francisco, CA 94130
(415)!274-0662; [email protected]
Relevant Project: Treasure Island IRFD
formation, amendment, and bond issue

4. John Sweike, Community Dev. Director!
City of Brisbane
50 Park Place
Brisbane, CA 94005
(415)!508-2120; [email protected]
Relevant Project: Brisbane Baylands

6. Will Fourt, Park Planner III
Santa Cruz County Parks Department!
979 17th Ave
Santa Cruz, CA 95062
(831)!454-7910;
[email protected]
Relevant Project: Santa Cruz County Parks
Impact Fees
f. Local Benefit
KMA is not proposing to use any subcontractors for this contract. While we will purchase a business license, the direct monetary local benefit is not significant. If we are retained by the City, we will strive to generate significant benefits to the City through the implementation of local developments that will enhance the City’s tax base and employment base. g. History
There have been no mergers, acquisitions, or sales related to Keyser Marston’s organizational structure within the last three (3) years.

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h. Legal Challenges
There is no pending litigation against Keyser Marston Associates. i. Fiscal Viability
Keyser Marston has not filed (or had filed against it) any bankruptcy or insolvency proceeding, voluntary or involuntary, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors at any time since we started business in 1973. j. Business License
A copy of Keyser Marston’s registration with the Secretary of State to conduct business in the state of California is attached.

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Secretary of State
Certificate of Status
I, SHIRLEY N. WEBER, PH.D., California Secretary of State, hereby certify:

Entity Name: KEYSER MARSTON ASSOCIATES, INC.

Entity No.: 0777759
Registration Date: 09/02/1976
Entity Type: Stock Corporation - CA - General
Formed In: CALIFORNIA
Status: Active
The above referenced entity is active on the Secretary of State's records and is authorized to exercise all its powers, rights and privileges in California.

This certificate relates to the status of the entity on the Secretary of State’s records as of the date of this certificate and does not reflect documents that are pending review or other events that may impact status.

No information is available from this office regarding the financial condition, status of licenses, if any, business activities or practices of the entity.

IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of July 27, 2022.

SHIRLEY N. WEBER, PH.D.

Secretary of State
Certificate No.:

To verify the issuance of this Certificate, use the Certificate No. above with the Secretary of State Certification Verification Search available at bizfileOnline.sos.ca.gov. 032653527

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C. TECHNICAL PROJECT APPROACH
KMA is proposing to offer a subset of the target services being requested by this RFQ, as follows:
 Fiscal impact analysis and financing plans for municipal services  Preliminary assessment of supported CFD burden analysis (for services and infrastructure)
 Formation of CFD for services
 Development impact fee studies and nexus analyses
 EIFD formation (or other tax increment financing districts)  Financing Plans
 Long-term financial modeling
 Other financial analysis / services
Organizational/ Staffing Approach
Debbie Kern will serve as the point of contact for a contract with the City of West Sacramento.

Debbie will also lead all assignments, except for the preparation of Fiscal Consultant Reports, affordable housing nexus studies, and any assignments related to the dissolution of Redevelopment. Those analyses will be led by David Doezema. Harriet Ragozin will provide technical support for both Debbie and David.

Technical Approach
KMA will draw on our past experiences and knowledge of cutting-edge practices to develop an approach and work program for each assignment.
 Technical Approach for Conducting Fiscal Impact Analyses and Municipal Services Financing Plans
The standard objective of conducting a fiscal impact analysis is to estimate the amount of net revenue (or deficit) that a proposed real estate development will annually generate to the local jurisdiction after it is complete and also one-time construction-related revenues. In the event that the fiscal analysis indicates that the project will create a fiscal deficit, KMA will explore strategies for mitigating the projected deficits. Typical strategies include: 1) privatizing internal roadways, which transfers maintenance responsibilities to the homeowners; 2) funding a portion of expenses through the establishment of a CFD for services; and 3) requiring that the absorption of land uses be balanced, so that high-revenue generating uses are built concurrently with lowrevenue generating uses. If these strategies are desired, KMA will document the plan with a Municipal Services Financing Plan. A municipal services financing plan identifies all infrastructure and facilities that need to be maintained, who owns which improvements, and provides a detailed maintenance program and maintenance cost estimates for the

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improvements. For the Services CFD, KMA will estimate the annual tax burden that could be borne by homeowners based on market conditions. To establish metering requirements, KMA will separately evaluate the fiscal impacts of each land use, identify the surplus-generating capacity per sf of each land use, and then generate a phasing program that will mitigate annual deficits.

The steps of the analysis consist of: 1) estimating the recurring annual general fund revenues; 2) the recurring annual general fund expenses; and calculating the one-time revenues associated with construction. Revenue sources will be based on the spectrum of taxes levied by the jurisdiction. Typical key revenue sources include: property taxes, sales taxes, transient occupancy (TOT) taxes, and transfer taxes. Property taxes are driven by the assessed value of the development and the jurisdiction’s tax rate. To estimate assessed value, KMA will review the sales prices of similar homes in the market area and the assessed valuation of recently completed non-residential uses. If a developer is involved with the project, KMA will also request anticipated pricing and development cost data from the developer. Sales tax revenues are driven by both new residents and the size and type of new retail space in the project. Sales tax revenues from new residents is based on state-wide expenditure patterns, the incomes of new residents and the inventory of retail opportunities within the host jurisdiction. Sales tax to be generated by new retail space is based on standard productivity levels for new construction by type of retail space. TOT revenues are based on average room rates and occupancy rates supported by the market area for the type of hotel being planned for the project.

Annual service costs are typically estimated based on a combination of the specific needs of the project and per capita service cost factors derived from the jurisdiction’s annual budget and applied to the project’s anticipated service population. They can also be driven by service levels specified in the jurisdiction’s General Plan.

Net impacts are evaluated by subtracting annual service cost projections from annual tax revenue projections. If the draft technical analysis indicates that the project will generate a deficit to the jurisdiction, KMA will start the process of identifying mitigation tools and preparing a Financing Plan as described above. Upon the completion of the technical analysis, KMA will prepare a report and attend any public meetings that are scheduled to discuss the project’s impacts.
 Technical Approach for Forming EIFDs and/or other Tax increment Financing (TIF) Districts
KMA’s primary technical role in the formation of EIFDs is comprised of: 1) preparing a preliminary evaluation of the amount of property tax revenue that a district will generate and 2) preparing the Infrastructure Financing Plan (IFP), which is the governing document for IFDs, EIFDs, IRFDs, and other tax increment financing districts. KMA is also commonly asked to prepare a schedule for the formation of the district.

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The purpose of the preliminary evaluation is to inform the sponsoring jurisdiction’s decision regarding proceeding with the formal process of forming a district and potentially the decision of other taxing agencies to participate in the district. If the sponsoring agency elects to proceed, then KMA’s next step is start preparing the components of the IFP. The IFP for an EIFD contains the following:
 The goals of the district
 A map and legal description of the district
 the boundaries of the district
 a description of any project areas to be established in the district  the taxing agencies that will be contributing property tax increment to the district;  the sources of revenues to be deposited into the district  the maximum amount of revenue and share of the participating jurisdiction’s (s’) tax property tax increment that will be deposited into the district  a projection of annual revenue to be deposited into the district  the date that the district will terminate
 a projection of the annual revenues to be deposited into the district  a listing and description of the projects and programs to receive funding by the district and the community-wide benefits to be generated by the projects  a financing plan for the projects, that identifies projects to be funded by public sources, excluding district revenue, projects to be funded solely by the private sector, projects to receive funding from the EIFD, and projects to be funded jointly by private and public entities
 a statement regarding the intention to issue bonds secured by the district  an affordable housing plan, if required.

The primary funding source for TIF districts is incremental property tax revenues to be generated by the properties within the boundaries of the district. The amount of property tax increment is largely a function of the amount of new development anticipated to occur in the district. KMA works closely with jurisdiction staff (and developers) to develop an absorption schedule for pipeline projects. Based on market conditions and a review of assessed data on new comparable projects, KMA will prepare an estimate of the future total and net incremental assessed value of properties within the district over the term of the district. The amount of incremental property taxes to be annually generated is then calculated by applying the jurisdiction’s tax rate to the projection of net incremental assessed value over the current value.

If a Redevelopment Project Area of overlaps with the boundaries of the district, then the existing financial obligations of the Project Area may impact the amount of increment that is available to the district. KMA modeled these impacts in preparing the IFP for West Sacramento’s EIFD No.1.

KMA’s next primary task is to evaluate the fiscal impacts of the project to the sponsoring jurisdiction and other participating taxing entities while the project is being built-out and upon completion. To complete the fiscal analysis, KMA follows the same approach as summarized in the prior section on fiscal impact analyses. The findings of the fiscal analysis are used by the

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participating jurisdictions to inform the percentage of property tax increment that each jurisdiction elects to contribute to the district. It can also influence decisions regarding whether or not to dedicate other revenues to the district, such as property taxes-in lieu of VLF revenues, CFD revenues, and RPTTF revenues.

Once draft revenue projections and fiscal impacts have been prepared, KMA starts drafting the IFP narrative, working with staff to complete the description of projects to be funded by the district, and fleshing-out the financing plan for needed capital improvements. After a Draft IFP is complete, it is mailed to affected taxing agencies and property owners and the formal hearing process begins. KMA participates in all of the hearings and addresses questions and issues raised by members of the Public Financing Authority, elected officials, jurisdiction staff, and the public.
 Technical Approach for Development Impact Fee Nexus Analyses The technical analysis that is required to prepare a nexus analysis in support of new or amending development impact fees varies based on the specific type of fee that is being evaluated. However, all analyses must comply with the requirements of AB 1600 and include the following:
 The purpose of the fees
 The use of fee revenues
 The reasonable relationship between the use of the fees and the types of development projects on which the fees will be imposed
 The reasonable relationship between the need for the identified facilities and the types of development project on which the fees will be imposed; and  A general proportionality between the fees to be imposed and the projects to be constructed that are attributable to the development that will be subject to the fee.

To address these requirements requires the following steps:
1) Projecting the future growth / new development that will be served by the capital facilities to be funded by the fees
2) Identifying the additional capital facilities or improvements that will be needed to accommodate future growth
3) Allocating the costs of providing the needed facilities between existing development that will also be served by the facilities and new development 4) Identifying the maximum fee on new development that corresponds to new development’s share of the cost to provide the new facilities.

For some facilities, such as parks, KMA will identify the additional facilities that are needed to accommodate new growth based on existing service levels and service levels stipulated in the city’s General Plan. For other facilities, such as flood control facilities, either city staff or other

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consultants will identify the improvements that are needed, the cost of providing the improvements, and the share of benefit between existing development and new development.

KMA will prepare future projections of future development by land use based on planning documents provided by jurisdiction staff. Often land uses categories will consist of single family residential, multifamily residential, commercial, and industrial uses. If the jurisdiction desires for residential fees to be based on square feet of new development rather than the number of new units, KMA will analyze data on the sizes of new residential units to convert units to square feet.

Once these calculations are complete, KMA will calculate the maximum development impact fees that are supported to be levied on new development. KMA will then complete the nexus study report that fully addresses each requirement of Government Code Section 66000-66025 (the “Mitigation Fee Act”). The report will include suitable supporting narrative, including documentation of all important assumptions, and references to other policy, planning, and engineering materials.

KMA’s scope often includes assisting the jurisdiction establish the fee amounts to be levied, which are often less than the maximum amounts established by the nexus analysis. To establish fee recommendations, KMA will review fee amounts established by other neighboring communities and the ability of new development to carry the burden of new fees.

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Qualifications for On-Call
Financial Consulting Services
City of West Sacramento
22-046 RFQ
August 9, 2022
2054 University Avenue, Suite 300 │ Berkeley, CA 94704 │ Main 510-839-8200 5901 West Century Boulevard, Suite 750 │ Los Angeles, CA 90045 │ Main 310-348-2901 A Limited Liability Company
509
Table of Contents

3.2. Proposal Transmittal Letter........................................................................................... 1

3.3. Proposer’s Mandatory Qualifications and Experience ............................................. 4

3.4. Technical Project Approach........................................................................................16 Appendix A: Required Forms
Appendix B: MSRB Rule G-42 Additional Disclosures
510
Proposal for Financial Advisory Services | page 1

3.2. Proposal Transmittal Letter
August 9, 2022
Marc Rotteveel, Finance Analyst
City of West Sacramento
1110 W. Capitol Avenue
West Sacramento, CA 95691
Re: Response to 22-046 RFQ
Dear Mr. Rotteveel,
Thank you for the opportunity to submit our qualifications to provide financial services to the City of West Sacramento (“the “City” or “West Sacramento”) on an "as-needed" basis.

KNN provides many of the services outlined in your Request for Qualifications and thus could be a valuable resource to the City in meeting the various needs for financial advisory services as they arrive. We have reviewed the City’s proposed Scope of Services and have a keen understanding of the work to be done and confirm our ability to assist in the following areas:
 Community Facility Districts (CFD’s) formation  Preparation of Finance Plans  Assessment Districts (AD’s) formation  Financial/Municipal Advisor Services  Infrastructure Financing Districts (IFD’s) and Enhanced Infrastructure Financing Districts (EIFD’s) formation
 Debt Analysis
 Other Financing District formation  Long-Term Financial Modeling/Projections  Property tax and special tax financial analysis  Other Financial Analysis/Services KNN’s core business is serving as a financial/municipal advisor to local agencies in California, and our skill and experience in these other services have been adjunct to that professional role. KNN serves as Municipal Advisor to a diverse mix of cities across the State. We are a lead advisor to six of the eight largest cities in the state (Los Angeles, San Diego, San Francisco, Fresno, Long Beach and Oakland), but we work with cities of all sizes, bringing the skills and experience of “big city advisors” to communities of all sizes. Combined with our experience with counties, special districts, and state agencies, we have a deep and meaningful familiarity with all of the financing instruments used, or likely to be used, by the City.

A. Proposer’s Name and Contact
The Letter shall state the complete name, or business name, of the Proposer making the Proposal. The Letter shall state the name, title, mailing address, email address , and telephone number of the person the City should contact regarding the Proposal.
 Legal Name. KNN Public Finance, LLC (“KNN”). We are 100% employee owned.  Corporate Office/Local Office Locations. KNN’s headquarters is located at 2054 University Avenue, Suite 300, Berkeley, California 94704. We also have four advisors working in Los Angeles and Orange County.
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 Contact Person. David Brodsly, Managing Director, would be the primary contact person for the City.

I am located at our headquarters in Berkeley: 2054 University Avenue, Suite 300, Berkeley, CA 94704 and can be reached by phone: (510) 208-8204 or email: [email protected].

B. Statement of Offer
The Letter shall state that the Proposal is an offer to complete the Scope of Work and the offer, including the Cost Proposal rates and budget, remains valid for at least ninety (90) business days after the Proposal due date.

We are available and offer to complete the elements of the scope of work that we have identified, and our response, including the cost proposal, is valid for one year from submittal.

C. Conflict of Interest
The Letter shall state whether the Proposer, or any individual who shall perform work under the Contract, has a possible conflict of interest and, if so, the nature of that conflict.

We can identify no conflicts of interest in servicing the City, with the exception of two general areas of conflicts of interest that are inherent to our business and are the subject of our regulatorily-required disclosures that appear in Appendix B.

KNN may have other clients adjacent to or overlapping West Sacramento. For example, KNN colleagues that would not be involved in this assignment serve as the municipal advisor to Yolo County, while others work with the Washington Unified School District, which serves West Sacramento residents. In such cases, we owe a fiduciary duty to such other clients just as we would to the City. Though areas of potential conflict are extremely rare, we would quickly notify the City if any such potential conflict arose.

It is also common in our industry for fees in connection with a bond transaction to be contingent on the successful closing of the financing. There are potential conflicts inherent in such compensation structures.

D. City Contract Terms
The Letter shall include a statement of acknowledgement that the City’s Standard Contract and Insurance Requirements have been reviewed and accepted by the Proposer with or without qualification.

KNN has reviewed the City’s proposed form of agreement provided in Exhibit A of the RFP. We have no concerns with the draft agreement and have no exceptions to the requirements and conditions.

E. Subcontractors
The Letter shall state whether the Proposer intends to use subcontractors, subconsultants, or other contracting parties to complete the Scope of Work (collectively, "Subcontractors").

KNN does not intend to use a subcontractor, subconsultant or other contracting parties to complete the Scope of Work. We do anticipate that other specialized firms will be engaged by the City for certain tasks. We would be happy to help the City in identifying the firms most qualified to perform those specialized tasks. 512
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F. Signature and Authority
The Letter shall be signed by a person empowered to bind the Proposer to the provisions of the RFP, and any contract awarded pursuant to it. Evidence showing authority to bind the Proposer shall be attached to the Letter.

I am a member of the company’s partnership and authorized to represent and fully bind KNN, as evidenced by the attached “Written Consent of the Managing Member of KNN Public Finance, LLC”.

David Brodsly
Managing Director
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3.3. Proposer’s Mandatory Qualifications and Experience A. Organization
A brief description of Proposer’s background, years in business, organizational history, and client base; total number of employees and relevant licenses, specialties, and trainings; and office location(s).

History. KNN Public Finance, LLC (KNN”) has a long history of providing municipal advisory services to a wide array of state and local agencies in the State of California. The firm was first established in 1982 and operated for many years as Kelling, Northcross & Nobriga, Inc. In 1997, KNN became a division of Zions First National Bank and later of Zions Public Finance, Inc., though we continued to operate exclusively as a financial advisor. In February 2016, a management group acquired the firm from Zions Bank. This was precipitated by new Municipal Advisor regulations that came into effect in June 2016 and helps us avoid any potential or perceived conflicts of interest in the future.

KNN serves a full range of governmental agencies in California, including cities, counties, special districts, K-12 school districts, community colleges, and the State of California, including the California State University system.

Ownership. KNN Public Finance, LLC, is a California Limited Liability Company. The firm is 100% employee owned, reflecting our unwavering commitment to independence and conflict free advice.

Members of the LLC include seven senior members of the firm, including both the lead consultants of our West Sacramento team.

Location and Staffing. KNN’s headquarters is located at 2054 University Avenue, Suite 300, Berkeley, California 94704. We also have four advisors working in Los Angeles and Orange County.

KNN employs 15 registered Municipal Advisors that serve municipal clients throughout California. KNN’s advisors have diversified professional experiences, including public sector, rating agency, underwriting, banking, and legal backgrounds – offering a broad perspective to share with our clients. Moreover, the size of our staff enables us to assign multiple senior advisors to engagements, ensuring the highest level of service to our clients.

Municipal Advisory Focus. The firm’s exclusive focus is providing municipal entities with independent, objective analysis and advice to support informed decision making about debt and capital programs. Our role is to protect our clients’ interests throughout the financing issuance process – this is our Fiduciary Duty. To maintain our independence and avoid conflicts of interest, we do not act as underwriter, swap counterparty, investment advisor, or other principal in a financing transaction. We sit on the issuer’s “side of the table” throughout the financing process and provide independent analysis and advice to ensure that financial decision making and funding strategies result in the best interest of our clients.

F i r m I n f o r m a t i o n
Legal Firm Name:
 KNN Public Finance, LLC (“KNN”)
KNN Locations:
 Berkeley, CA (Headquarters)
 Los Angeles, CA
 Orange County, CA
Number of Employees:
• 19 Staff Members
• 15 Municipal Advisors
• 4 Administrative Staff
Taxpayer Identification Number:
• 81-0958321
CA Business Entity Number:
 201536310278
CA Small Business Certification:
 2001287
MSRB and SEC Registrations:
 MSRB ID: K1151
 SEC File Number: 867-01996
Website:
 www.knninc.com
RFP Contact:
 David Brodsly, Managing Director
2054 University Avenue
Suite 300
Berkeley, CA 94704
Phone: 510-208-8205
Email: [email protected]
Note: KNN does not utilize a fax
number.
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Industry Leadership. KNN is a leading municipal advisory firm in the California public finance market, ranking among the Top 3 Municipal Advisory firms in terms of par amount and number of transactions in California in most years (The Bond Buyer Far West Midyear Review dated August 27, 2021). While nearly all of KNN’s clients are California issuers, we are a nationally recognized municipal advisory firm. For the calendar year 2021, KNN was ranked 6th nationally (The Bond Buyer 2021 in Statistics Annual Review dated February 22, 2022) based on par amount financed. The importance, however, is not in the rankings but in the depth of our leadership and experience in municipal finance – translating into real knowledge and resources to provide the highest level of service to City.

Licensed Municipal Advisor. As an independent municipal advisory firm, KNN is registered with the SEC and MSRB. KNN's registration can be referenced under the following identification numbers: MSRB ID Number (K1151); SEC File Number (867-01996); and SEC CIK Number (0001664477).

KNN is in good standing and compliance with all applicable rules and requirements of the MSRB and all other applicable governing authorities, laws, and regulations. All of KNN advisors have taken and passed the MSRB Series 50 Municipal Advisor Representative exam, while five of our senior staff, including David Brodsly, have Series 54 Municipal Advisor Principal licenses.

If selected, KNN will obtain and keep in full force and effect, all business licenses required by the City.

Registration. KNN maintains the requisite business registrations to practice in California. KNN is registered with the California Secretary of State and our entity number is 201536310278. KNN is also certified as a Small Business Enterprise by the California Department of General Services. Our Certification Number is 2001287.

B. Experience
A brief statement of how long Proposer has been performing the services required to complete the Scope of Work.

KNN offers a broad range of financing experience driven by a diverse client base. All four members of our proposed West Sacramento team have a minimum of fifteen years’ experience in public finance. The combined experience of our team is over 100 years.

General Advisory. Supporting staff in the day-to-day tasks of financial management and decision making is one of the areas in which we believe we distinguish ourselves. Because our practice spans issuers of a number of sectors and sizes, we have broad exposure and experience in a variety of areas that are not typical of the municipal advisor. Our on-call and financial planning municipal advisory work includes work that may be preliminary to a financing, such as development of financing alternatives, running preliminary debt service numbers, preparing a specific project or program financial plan, cash flow modeling, or establishment of a Mello-Roos or other financing district. Other advisory work falls outside a specific project or transaction, such as preparing debt capacity and affordability analysis, development of debt or other financial policies and various studies and white papers.

Financing Experience. We have a deep familiarity with all the financing instruments West Sacramento has pursued and may consider utilizing in the future. The table below summarizes our experience with a broad spectrum of financing types.
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KNN Public Finance Financing Experience by Type of Financing (January 1, 2017 – August 8, 2022) All Issuer Types Cities Only
Financing Type # of
Transactions Par Value # of Transactions Par Value
Lease Revenue Bonds /Certificates of Participation 90 $ 7,946,041,755 25 $1,090,281,533 Revenue Bonds 117 20,323,954,508 15 1,353,615,000
Tax Allocation Bonds 9 218,915,029 6 193,025,000
Land Secured Bonds 10 67,585,445 9 62,215,445
Pension Obligation Bonds 8 1,711,810,000 4 700,545,000
TRANs / BANs 32 2,473,399,499 4 278,275,000
General Obligation Bonds 208 19,951,510,091 5 412,200,000 CP/Revolver/LOC Renewal 41 3,043,899,000 6 1,613,500,000 Other Bonds 9 224,227,024 1 50,000,000
Total 524 $55,961,342,351 75 $5,753,656,978
California City Practice
KNN has had the opportunity to serve as municipal advisor to an eclectic mix of small and medium sized cities, located throughout the State, as well as serving as a lead advisor to six of the eight largest cities in the state (Los Angeles, San Diego, San Francisco, Fresno, Long Beach and Oakland). Not only have the size of these communities and their financings covered the gamut, but so has the level of experience of staff members with whom we have worked, and the specific culture of the organizations. This mix exposes us to the largest array of tools available to municipalities and keeps us focused on providing the services required of our individual clients. Our experience allows us to deliver the level of service demanded by the largest cities to communities of every size. Our role as municipal advisors is far from a one-size fits all service.

Combined with our experience with counties and state agencies, we have deep and meaningful familiarity with all the financing instruments likely to be used by the City.

Below we list KNN’s current or recent California city clients – some of which we are actively working with on a financing or consulting assignment, others we serve from time-to-time in a general advisory role or have an as-needed retainer arrangement. We note that we have long history serving some of our city clients over the course of several decades and other of our clients represent newer engagements.

KNN City Client Base
City Client Since City Client Since City Client Since
Vacaville 1987 San Francisco 2005 Stockton 2017
Los Angeles 1998 Livermore 2006 Huntington Beach 2018
Fresno 1999 Santa Clara 2007 Davis 2019
Santa Barbara 1999 Bell 2011 El Segundo 2020
Oakland 2000 Santa Maria 2011 Napa 2020
San Diego 2002 Gardena 2014 Benicia 2021
Lathrop 2003 Marina 2014 Redlands 2021
Lompoc 2004 Long Beach 2015 South San Francisco 2021
Mission Viejo 2004 Manhattan Beach 2015 Woodlake 2021
Santee 2004 Newport Beach 2017 Bishop 2021
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Land Secured (Assessment, Special Tax, Enhance Infrastructure Financing District) KNN’s staff has experience in this sector dating back to the early 1980’s, the time when the Mello-Roos Community Facilities District Act of 1982 came into existence as an alternative to assessment districts to finance infrastructure for new development. Overall, we have worked with virtually every legal structure for land-secured finance, including assessment districts, Mello-Roos community facilities districts, Marks-Roos bond pooling structures, and integrated financing districts, to craft optimal solutions and strategies to meet our clients’ objectives. Most recently, we have helped the cities of Santee, Oakland and South San Francisco issue their first Mello-Roos bonds. We also recently helped Newport Beach and Manhattan Beach issue assessment bonds to finance utility undergrounding. In Los Angeles, we assisted in forming a Mello-Roos District with registered-voter approval to help finance a downtown streetcar. We have also helped clients evaluate the potential use of an Enhanced Infrastructure Financing District (a hybrid between Mello-Roos and redevelopment) since the approval of the new statute.

C. Public Agency Experience
A description of no more than ten public sector projects completed within the last five years that demonstrates Proposer’s experience performing services to complete the Scope of Work.

While we have never worked with West Sacramento, we have worked with numerous medium-sized cities, counties and special districts, as well as public agencies along the stretch of California’s Central Valley. The following are examples of our work that reflects some of the areas where we have demonstrated the skills required to perform services under your scope of work. All of the case studies describe work performed by members of the team assigned to West Sacramento, with the specific advisors noted.

While none of this work was performed by a subcontractor, many of these projects involved teams that provided other services on or similar to your scope of work. For example, in the current market, the official statement for a tax allocation bond always contains a fiscal consultant report, while Mello-Roos special tax bonds will have a special tax consultant.

City of Davis 2019 Tax Allocation Refunding Bonds—Brodsly and Nedev Acting as the successor to its redevelopment agency, the City sold nearly $23 million in tax allocation refunding bonds to refinance four series of bonds (with a fifth series retired with prior bond proceeds) that had been issued by its former redevelopment agency. This refunding accomplished two key goals: it allowed for the release of 35% of unspent proceeds from the 2011 tax allocation bond issue (a little over $6 million) to be spent on redevelopment projects. As mandated by redevelopment dissolution legislation, the balance of the unspent proceeds was used to “defease” a portion of that bond issue, effectively prepaying debt service through the establishment of an escrow; this eliminated the need to pay debt service on that portion of the bonds. The second goal was to further reduce debt service by refunding the old debt with new debt at substantially lower interest rates. The refunding generated nearly $8.8 million in net current dollar (present value) savings, equal to 25% of the outstanding debt. About a quarter of those savings will benefit the City’s General Fund.

KNN was actively involved in all aspects of this complex transaction. We prepared RFPs and helped select bond counsel and underwriters, participated in the preparation of all documents, prepared a debt policy for the City, managed the review and approval by the Department of Finance, worked with Standard & Poor’s to 518
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secure a “AA-” rating, procured a surety to replace the reserve fund, provided the analytics required for a complex tax analysis, and managed the pricing and closing.

City of Santee Mello-Roos and Refunding TABs—Brodsly and Cox 2019 Special Tax Bonds CFD No. 2017-1 (Weston Infrastructure). We served as the City’s in the formation of its first community facilities district and its first issuance of Mello-Roos bonds. The City’s main incentive was that it could leverage its approval of the CFD by requiring that the developer also agree to form a community services district, which would supplement the tax revenues anticipated from the new development to provide adequate financing for the additional public services that would be required.

We assisted the City in all phases of the formation process, reviewing the Fiscal Impact Study (the cost study to support the services district component) and all of the other standard formation documents, including the Rate and Method of Apportionment, the Facilities Acquisition Agreement and the Resolutions of Intention and Formation. We also conducted workshops on the formation and bond issuance process for the City Council.

Some eighteen months later, after construction was well underway, the developer requested that we proceed with bond issuance. We completed formation of the financing team with the procurement of an appraiser, completion of an absorption study, and the drafting of the official statement. We took the lead in writing staff reports and helping with the preparation of presentations.

Like most Mello-Roos bonds, these were sold without a rating. Given the fairly advanced stage of development and home sales, the 2019 bonds priced well, in terms of spreads to national indices, when looking at other comparable transactions (“comps”) at the time of sale. Santee’s rates were from 7 to 15 basis points (1/100 of a percent) lower to comparable transactions. 2016 Tax Allocation Bond Refunding. One final example of work with Santee illustrates how we can bring value in the structuring and pricing of a bond issue; in this case, the value added can be quantified. In 2016 David, Dan and Nedko assisted the City of Santee refund its outstanding tax allocation bonds. The underwriter proposed a structure that amortized taxable and tax-exempt debt throughout the loan. We worked with tax counsel to allow for amortizing the taxable debt first, which increased savings by $330,000.

During the pricing, the long-term bond was only half subscribed, and the underwriter proposed raising yields.

We asked the underwriter to consider creating a new, shorter-term bond for the unsubscribed maturities, leaving the existing orders with a smaller term. The underwriter accepted our proposal, which increased savings by $72,000. Finally, we arranged to receive bids for open market securities to invest the refunding escrow, which increased savings by $73,000 more than we would have saved by investing in SLGS. All in, our advice resulted in $475,000 in quantifiable savings, or 6.4 times our fee.

City of Marina “New Money” Tax Allocation Bonds & COPs—Brodsly, Cox and Nedev KNN began working with the City of Marina in 2014 to assist them issue what would be one of the first “new money” bonds following the dissolution of redevelopment, fulfilling the terms of development and disposition agreements deemed to be enforceable obligations. Due to a variety of complications, it took four years before the first series of bonds could be issued in 2018, with a second issue that followed in 2020. We are currently assisting Marina on the third issuance under their tax allocation bond program.

This credit shared many of the characteristics of a Mello-Roos bond: high concentration of ownership in the developer, relatively small geographic size and a significant amount of the tax base waiting development. As such, its bonds were sold as non-rated and were positioned in the marketing as being similar to strong CFD credits. But unlike a CFD, tax increment is a passive revenue stream without any recourse to the underlying 519
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real estate. Further challenges included the fact that a large share of the tax base was commercial (retail, office space, a movie theater and a hotel). The 2020 issue sold in August, 2020, when the local economy was feeling the full impact of the pandemic on tourist-based sectors (Marina is just north of Monterey).

Notwithstanding these challenges, both sales went well. For example, based on orders for the 2020 transaction, final spreads could be lowered from 5 to 10 basis points in every maturity, and spreads were about 30 basis points tighter than Mello-Roos bonds with nearly 6-to-1 value to lien ratios, and even priced through a BBB+ San Francisco tax allocation bond.

Earlier this year, we also advised Marina on a lease financing (Certificates of Participation backed by the General Fund), which leveraged their receipts from a regional sales tax measure to fund transportation infrastructure -- in Marina’s case, primarily street repairs. Among all other aspects of the financing process, KNN led the development of an effective rating presentation, highlighting many less-than-obvious credit strength of the City, which was rewarded by an upgrade of the City’s appropriation debt rating by S&P to AA-.

Successor Agency to the Redevelopment Agency of the City and County of San Francisco— Shick and Brodsly
In 2021, we served as advisor to the Successor Agency to the Redevelopment Agency of the City and County of San Francisco (through the Office of Community Investment and Infrastructure or OCII) in its issuance of $127 million in new money tax allocation bonds (the “2021 TABs”). In this instance, the bonds obtained an A rating from Standard & Poor’s, despite being issued under a third lien. The issue qualified for insurance from Assured Guaranty, resulting in an AA-rated transaction and obtaining a surety in lieu of a funded debt service reserve.

The true highlight of this assignment, however, was the extensive structuring analysis KNN provided to OCII staff to support important long-term operational objectives of the agency. Specifically, OCII’s administrative costs are limited by redevelopment law to three percent of property tax drawn in the prior year. As debt service is the primary component of OCII’s use of property tax, it is important that annual debt service of the agency remain at a consistent and stable level.

Initially the structure of the 2021 TABs considered a standard 30-year level debt structure, however, over the course of detailed dialogue with staff and the review of near-term and longer-term budgetary models, it became apparent that a frontloaded, short structure would best support the operational and budgetary needs of the agency. To achieve a 2021 TAB structure optimal to both near-term and longer-term objectives, KNN developed a debt capacity model that took into account key aspects of OCII’s entire debt program:
 All outstanding agency debt inclusive of its various project areas  Existing debt that was structured with cash funded debt service reserve funds and factored in the impact of the release of such reserves to proforma annual debt service  Planned future issuance contained in the five-year financial model While OCII’s long-term goal was to create an aggregate debt service structure that targeted level annual payment requirements per year, the targeted annual debt service amount changed over the course of the financing as OCII staff considered the degree to which debt service interacts with other agency costs. As such, we ensured our debt capacity model had the flexibility to consider various financing scenarios for both the 2021 TABs and future issuances. We conducted multiple “Teams” calls where we shared our screen and model and iterated through various structuring refinements to both the 2021 TAB and future debt needs. 520
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City of Los Angeles—Brodsly and Nedev
Streetlight Financing Program: KNN designed and executed four financings for the City of Los Angeles to assist them in financing the conversion of their street light system from high pressure sodium lighting to even more energy efficient light-emitting diode (LED) lighting. The city finances streetlighting through a preProposition 218 assessment district. We created a hybrid lease revenue program backed by the general fund but paid by the assessment district. Four series of loans (executed in separate years) were privately placed. In order to accommodate the city’s practices, we were able to negotiate the waiver of rental interruption insurance and established a di minis standard for loss of use before provisions for abatement were triggered.

Downtown Streetcar CFD: This project was sponsored by the Los Angeles Community Redevelopment Agency and Los Angeles Streetcar, Inc., a non-profit corporation formed by the downtown business community. While they had expected to pursue formation of an assessment district, we were the lead consultant in helping develop and refine a plan of finance for a more appropriate community facilities district.

As the project ripened, the role of the City grew, and we transitioned to serving as financial advisor to the City of Los Angeles in helping to execute the next stage of the plan of finance, which was formation of a Mello-Roos District. The District had registered voters, so required 2/3 of the voters in the downtown neighborhood supporting the levy of a new special tax. We are now serving in our third role on this project as an advisor to the Los Angeles County Metropolitan Transportation Authority.

City of South San Francisco—Brodsly and Cox
Beginning in 2021, KNN assisted the City of South San Francisco with the issuance of $19.685 million of bonds for the City’s Community Facilities District No. 2021-01 (Oyster Point), its first Mello-Roos bond issuance. The taxable property in the CFD consists of 44 acres of developed and undeveloped office property, located about 5 miles north of SFO along the western shoreline of San Francisco Bay. The master developer and only landowner in the CFD are affiliates of Kilroy Realty Corporation, a well-capitalized, publicly-traded REIT. The bonds were sized based on 110% coverage on the taxes from the first phase of the project, which consists of three recently completed office buildings totaling of 650,000 square feet. The buildings are fully leased with Cytokinetics (a bio-tech firm) and Stripe (an electronic payment processing company) as the tenants, with leases through 2033 and 2034. The value-to-lien ratio based on this first phase only was 44:1.

As a general rule, commercial CFD’s do not price as well as fully developed residential districts due to greater property ownership concentration, among other factors, and they are far less common in the market. These factors complicated the pricing of these bonds. Nevertheless, in the months leading up to the sale we worked with the underwriter to develop expected pricing levels comparable to conventional residential CFD’s, reflecting the project’s proximity to San Francisco, very strong value-to-lien ratio and the quality of both the developer-landowner and the tenants. The success of San Francisco’s mixed use CFD’s, such as Mission Rock and Treasure Island, provided a solid foundation for this pricing approach.

City of Emeryville Study of Revenue and Debt Options—Shick and Brodsly The City engaged KNN to evaluate various factors as the City considered a potential revenue raising alternatives through ballot measures. We prepared a report that provided the following:
 Provided an overview of municipal finance – alternative revenue measures and related financing mechanisms used to leverage such revenue sources.
 Examined the City’s tax burden and compared this tax burden with that of neighboring Alameda County cities.
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 Reported on ballot measures and financing techniques used in other California cities to enhance revenue sources.
 Identified new funding sources and additional revenues that might be available and discussed the considerations and limitations for leveraging such revenue sources.  Developed bonding capacity analysis for financing mechanisms related to revenue alternatives.  Discussed the policy and equity implications of financing alternatives.

In addition, to help the City Council and staff evaluate funding options and the revenue mechanisms, we discussed the various constraints, particularly:
 California Law: The State Constitution imposes various restrictions on municipal revenue-raising powers, perhaps the most important of which is that most revenues require majority or two-third approval by voters.
 Policy Considerations: The delivery of public services should always reconcile questions of who pays and who benefits.

Our analyses led the City to seek voter approval of $50 million in General Obligation bond authorization for affordable housing projects, which was approved by the required 2/3 vote in June 2018. We assisted the City in structuring its ballot measure and preparing the required analysis for the ballot.

D. Personnel
A description of personnel to be assigned to complete tasks within the Scope of Work. Identify the individual who will lead the day-to-day work effort and serve as the primary contact to the City.

KNN’s municipal advisory team assigned to serve the City has significant experience covering many of California’s city issuers, in addition to experience serving other local governments throughout California. Our team members bring forth diverse and complementary skill sets. We regularly work together to bring our clients the specific expertise needed for both transaction and ad-hoc advisory work. Below we provide the names and roles of the principal KNN advisors that would serve West Sacramento. All of the team work out of our Berkeley headquarters.

David Brodsly and Melissa Shick would serve as the key advisors working with the City, but would rely on the support of two key municipal advisors—Dan Cox and Nedko Nedev—depending on the specific assignment.

City of West Sacramento Advisor Team
David Brodsly Managing Director Senior Advisor & Special Projects (510) 208-8205 [email protected] Melissa Shick Director Lead Advisor (510) 208-8226 [email protected] Dan Cox Director Land-Secured and Pricing Specialist (510) 208-8218 [email protected] Nedko Nedev Vice President Quantitative & Execution (510) 208-8288 [email protected]

Resumes
David Brodsly, Managing Director Senior Advisor & Special Projects David has more than 40 years’ experience in municipal finance. He joined KNN early in 1998 to head up KNN’s city, redevelopment and special district consulting practice, and he serves as financial advisor to a number of agencies throughout the State. He has worked with some of the largest cities in the state—Los 522
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Angeles, San Francisco, San José, San Diego, Fresno, and Oakland—as well as a number of small and medium-sized cities, including Bell (helping them gain market access after their famous scandals), Bishop Davis, Marina, Santa Barbara, Santee, Santa Clara and South San Francisco. He has also worked with Alameda, Los Angeles, Orange and San Bernardino counties, and a wide array of special districts: water, communications, regional parks, transportation, solid waste, fire, and sports and entertainment.

For nearly six years, David was a Vice President and Senior Credit Officer with Moody’s Investors Service.

He served as a senior member of the analytic and management team responsible for all types of local government bond and note ratings on the Pacific Coast and was a member of Moody’s national rating committee.

Prior to joining Moody’s, David spent over 12 years with the City of Los Angeles, where he was responsible for financial planning, debt issuance, and bond administration for general government departments of the City of Los Angeles.

David is active in various municipal finance organizations, is a regular speaker at industry conferences and CDIAC training programs, and served on CDIAC’s Steering Committee for the recently released “California Debt Financing Guide.” He is a graduate of the University of California, Santa Cruz, and the author of L.A.

Freeway: An Appreciative Essay, published by UC Press. was on the steering.

He holds both a Series 50 and Series 54 license and is registered with the SEC and MSRB.

Melissa Shick, Director Lead Advisor
Melissa serves as a municipal advisor at KNN Public Finance. She joined KNN in 2016 and has over 15 years of combined public sector, public finance investment banking, and municipal advisory experience.

Melissa began her career in public finance serving as a fiscal policy analyst for Alameda County, California.

After several years in public service, Melissa moved to public finance investment banking in 2007 where she served as banker at both J.P. Morgan and RBC Capital Markets.

Melissa is experienced in structuring and leading financings for various credits including general obligation, lease revenue, pension obligation, and various revenue streams including water and utility revenue, airport revenue, tax-based revenue, and grant anticipation funds. In her role at KNN, Melissa works with a diverse local government client base including cities both large and small – Benicia, Emeryville, Livermore, Napa, Oakland, San Diego, San Francisco – and a number of county clients – Contra Costa, Monterey, San Luis Obispo, Santa Barbara, Sonoma, Sutter, and Ventura. She also serves a number of the firm’s water utility and transportation and transit special district clients.

Melissa holds a B.A. in Business Administration from the University of Washington and a Masters in Public Policy from the University of Chicago. She holds a Series 50 License and is registered with the SEC and MSRB.

Dan Cox, Director Land Secured & Pricing Specialist
Dan joined KNN in 1985 and has over 37 years’ experience in public finance. He currently serves the California State University (CSU) system, the Bay Area Water Supply and Conservation Agency, the State Public Works Board and the Sutter Butte Flood Control Agency. His municipal clients include the cities of Lathrop, Lompoc and Vacaville.
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Dan works in all areas of California public finance, and has special expertise in and land secured debt such as assessments and Mello-Roos. His experience with land secured debt dates back to the inception of the Community Facilities District Act and has crossed several economic cycles. Dan also leads our negotiated bond pricing and brings the data, analytics, and an intuitive understanding that allows optimal pricing in a non-confrontational manner.

Prior to joining KNN, Dan worked for a financial advisor in New York. His public finance career began with a municipal bond counsel who specialized in assessment bonds. He earned his B.S. from the University of Connecticut.

He holds a Series 50 license and is registered with the SEC and MSRB.

Nedko Nedev, Vice President Quantitative Support & Execution Nedko joined KNN in the summer of 2006 as an analyst. In the years since, he has become a critical part of the firm’s team-oriented approach to serving California cities and special districts. Armed with a strong mathematical background, Nedko is the primary source of quantitative and analytic support, as well as managing several client relationships. His experience spans a range of transactions, including lease, revenue, and tax increment, and worked with clients including the cities of Fresno, Bell, Davis, Los Angeles, San Francisco, Santa Barbara and Santa Clara, the Kern County Water Agency and the California State University system.

Nedko earned his B.A. in Economics from the University of California, Davis, where he was honored with the Distinguished Undergraduate Student in Economics award. He holds a Series 50 license and is registered with the SEC and MSRB.

E. References
A list of five (5) references for whom the services required to complete the Scope of Services have been performed by Proposer within the last three (3) years.

City of Fresno – Client Since 1999
Michael Lima, Finance Director/Controller
2600 Fresno Street, Fresno, CA 93721-3622
Telephone: (559) 621-7006 | Email: [email protected] KNN Advisors: David Brodsly, Nedko Nedev, Dan Cox
Project Description: General Municipal Advisor
Over the past 20 years, KNN has executed numerous general fund transactions, as well as revenue bonds for the City’s water, sewer, solid waste and airport departments. Our financing experience with the City includes numerous lease revenue bond issuances, including two separate master-lease structures and a challenging privately-placed refunding. We assisted the City to reenter the capital markets following the Great Recession, helping them achieve a 5-notch rating upgrade from S&P.

City of Livermore – Client Since 1985
Tina Olson, Administrative Services Director
1052 South Livermore Avenue, Livermore, CA 94550-4889
Telephone: (925) 960-4304| Email: [email protected] 524
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Contact Prior to 2022: Douglas Alessio, Administrative Services Director 22 Orinda Way, Orinda, CA 94563
Telephone: (925) 253-4224| Email: [email protected] KNN Advisors: Melissa Shick
Project Description: General Municipal Advisor
Over the years we have advised the City on various types of transactions, including certificates of participation, tax allocation bonds, assessment district and community facilities district formation and financing. In 2020, we advised on the City’s COP Refunding transaction which fixed out variable rate obligations and refunded fixed rate obligations for debt service savings. We are currently working with the City on an Assessment District financing that is scheduled to close on January 6, 2022.

City of Oakland – Client Since 1990
Dawn Hort, Assistant Treasury Administrator
150 Frank H. Ogawa Plaza, Suite 5330, Oakland, CA 94612-2093 Telephone: (510) 238-2994 | Email: [email protected]
KNN Advisors: David Brodsly, Melissa Shick, Nedko Nedev, Dan Cox Project Description: General Municipal Advisor (Various) on general obligation, lease revenue, land secured and tax allocation bonds. We have worked on a number public offered tax and revenue anticipation notes and, more recently, helped the City establish a taxable privately placed program to prepay its annual CalPERS unfunded liabilities. We assisted the City in financing the conversion of its streetlight system to LED, and have recently completed the formation of its first community facilities district. WE also recently served as financial advisor on a GO bond issuance to fund infrastructure. One of our assignments on that transaction was to lead a substantial upgrade of the City’s disclosure document.

We also currently serve as the City’s general financial advisor.

City of South San Francisco – Client Since 2021
Jason Wong, Deputy Finance Director
400 Grand Avenue, 2nd Floor, South San Francisco, CA 94080 Telephone: (650) 829-6610 | Email: [email protected]
KNN Advisors: David Brodsly, Dan Cox
Project Description: Transaction Advisor
Beginning in 2021, we worked with the City to complete the formation of its first recent special tax district and served as municipal advisor on the issuance of the City’s first Mello-Roos bonds, as described under case studies above.

City of Stockton – Client Since (2017)
Kevin Beltz, Program Manager III
425 North El Dorado Street, Stockton, CA95202
Telephone: (209) 937-8150 | Email: [email protected] KNN Advisors: David Brodsly, Melissa Shick, Dan Cox
Project Description: Transaction Advisor
We were engaged to serve as municipal advisor on a recent Mello-Roos bond issue sold earlier this summer. The City is a periodic issuer of Mello-Roos bonds, and so has a number of established policies and practices, a team of other consultants with experience with the city, and another general municipal advisor we needed to coordinate with. This was our first experience with Stockton since their bankruptcy, so needed to quickly learn and accommodate to their style. The value-to-lien was just under 6-to-1. Of 292 single-family homes expected to be built and supporting the special tax, there were only five completed homes and 76 homes under construction; while some homes were under contract, none had closed. Despite early concerns regarding rising interest rates and its spillover into the mortgage market, the bonds priced well compared to comparable transaction. 525
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F. Local Benefit
A statement describing any and all local benefit the Proposer would bring to the Contract.

Given the nature of the services requested, we do not anticipate this engagement bringing material “local benefit.” We understand that should this Statement of Qualifications result in the recommendation to reward a contract to KNN, the firm would be required to apply for a Business License with the City of West Sacramento following the execution of the agreement.

G. History
A statement as to whether there have been any mergers, acquisitions, or sales related to Proposer's organizational structure within the last three (3) years. If so, attach an explanation providing relevant details.

There have been no mergers, acquisitions or sales related the organizational structure of KNN Public Finance, LLC within the last three years.

H. Legal Challenges
A statement as to whether there is any pending litigation against the Proposer.

There is no pending litigation against KNN.

I. Fiscal Viability
A statement as to whether, in the last ten years, the Proposer has filed (or had filed against it) any bankruptcy or insolvency proceeding.

KNN has not filed nor had filed against it any bankruptcy or insolvency proceeding, either voluntary or involuntary, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors.

J. Business License
Registration with the Secretary of State to conduct business in the State of California. Attach a copy of a proof of registration.

KNN maintains the requisite business registrations to practice in California. KNN is registered with the California Secretary of State and our entity number is 201536310278. KNN is also certified as a Small Business Enterprise by the California Department of General Services. Our Certification Number is 2001287.

See Appendix A for proof of registration.
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3.4. Technical Project Approach
Describe the operational or organizational approach the Proposer will take to fulfill the Scope of Work. Proposer must provide a comprehensive narrative on how to accomplish required objectives and provide continuity on work efforts.

The following are the scope of work items for which we are proposing.  Community Facility Districts (CFD’s) formation  Preparation of Finance Plans  Assessment Districts (AD’s) formation  Financial/Municipal Advisor Services  Infrastructure Financing Districts (IFD’s) and Enhanced Infrastructure Financing Districts (EIFD’s) formation
 Debt Analysis
 Other Financing District formation  Long-Term Financial Modeling/Projections  Property tax and special tax financial analysis  Other Financial Analysis/Services Organizationally, we would take a team approach to staffing the engagement to help us best meet your specific needs on a given project. The members of our team have different strengths, so the lead advisor and their support on a given task would be based on the appropriate skill set. For example, Dan Cox would take a lead role in the formation of a financing district, with support from David Brodsly who also has experience in this area. The day-to-day management of an enterprise revenue or general fund-secured bond issue would likely be led by Melissa Shick, primarily based on her experience in such transactions and her superior task management skills. Nedko Nedev’s quantitative skills would be tapped for the creation of any models. David Brodsly would serve as team leader, to ensure we were properly staffed and clearly organized, and would lead financial planning, credit, and policy related matters.

Our regular working model is to work as a team, which serves us and our clients best for several reasons.

First, we are able to rely on the strengths and expertise of multiple individuals, as needed, to maximize the quality of our service. Second, by having more than one senior advisor actively working the assignment, we ensure that an advisor with real knowledge of your needs is available at all times, regardless of client commitments, schedules, or other conflicts. Finally, multiple advisors help to ensure the high standard of quality that we believe is appropriate in our work.

As to our approach to meeting your objectives, it would depend on the specific task. We would organize the scope of work and our services into three basic areas:
 Formation of taxing districts
 Financial/Municipal Advisor Services: non-transaction services (identified in your scope of services as tax financial analysis, preparation of financing plans and long-term modeling, debt analysis, and other services)
 Financial/Municipal Advisor Services: transaction services (i.e., bond issues).

District Formation
The decision to pursue a financing district and the kind of district you pursue depends on the specific facts of the project and property ownership within the district. 527
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Community Facility Districts are the most commonly formed districts in California. They are typically used in new development, because of their voter requirement. While the requirement for approval is a 2/3rds super majority, to the extent the proposed district has less than 12 registered voters, the balloting is based on property ownership. Most CFDs are formed on undeveloped land and have a single voter, a developer. (We have worked on one project, for the streetcar project in downtown Los Angeles described in our case studies, where the CFD was formed by a vote of registered voters.) The law that created CFDs (the Mello-Roos Act) grants a great deal of flexibility in financing both facilities and services once the 2/3rd voter approval threshold is overcome. In forming a district, the City would also need to engage a special tax consultant to help determine the appropriate tax rates and their apportionment, and a bond counsel to draft the legal documents.

Assessment Districts have a lower approval threshold, requiring only half of the landowners in the proposed district to consent to the formation. However, the allowed uses of assessment districts are more limited, as they can only be used to finance special benefits that are above and beyond the benefits generally provided to property owners. As a result, assessment districts tend to be smaller and for improvements for which the nexus to property is easier to demonstrate, such as street improvements. An assessment engineer helps in determining the appropriate allocation of the costs based on such benefits, and a bond counsel drafts the formation documents.

An Enhanced Infrastructure Financing District is a new tool designed to fill some of the void left by the dissolution of redevelopment in California. Similar to what would happen after formation of a redevelopment project area, property tax revenues attributable to growth after formation are dedicated for use in the district.

Cities, counties and tax-levying special districts need to consent to this portion of their property tax being reprogrammed. Often, EIFDs have only one participant, the sponsoring city. While we are aware of a few EIFDs being created, we know of only one that has secured funding through a borrowing, and that borrowing was guaranteed by the sponsoring city’s general fund.

Other Financing Districts have been created using less common statutory authorities, or in some cases, a more innovative approach. Because West Sacramento is not a charter city, its options to work outside the most common statutory framework would be constrained.

Financial/Municipal Advisor Services: non-transaction services Supporting staff in the day-to-day tasks of financial management and decision making is one of the areas in which we believe we distinguish ourselves. Because our practice spans issuers of most sectors and all sizes, we have broad exposure and experience in a variety of areas that are not typical of the Municipal Advisor. In addition, both David Brodsly and Melissa Shick have backgrounds in the public sector, which adds additional knowledge and perspective to our toolkit, and speaks to our dedication to public service. We are often used as an extension of staff when additional resources and experience are required by clients, even in areas that are as much policy as finance.

Among are some of the services we can provide in this area.  Assist the City in the formulation of financial and debt policies and administrative procedures.

We have helped a number of agencies develop their debt policies, including a number of cities, counties and special districts. We have also helped numerous agencies update their policies to better comply with new requirements pursuant to California Government Code Section 8855(i). 528
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 Review the existing debt portfolio for the possibility of refunding that debt to provide the City with savings.

A financial advisor should provide ongoing monitoring of your outstanding debt portfolio, including the refunding of fixed rate obligations for savings.
 Analyze future debt capacity to determine the City’s ability to raise future debt capital.

One area where KNN excels is in the preparation of debt affordability analyses and metrics for our local government clients, including counties and cities. Our Debt Affordability Model is a planning tool, which we update annually and in advance of new financings. It includes historic economic, financial and debt data necessary to calculate and project key economic, financial and debt ratios.  Assist City staff in preparing financial presentations for City Council and other public meetings.

We regularly develop presentations for councils and boards, committees, staff meetings and public forums to synthesize the key drivers of the decision-making process, and if debt is to be part of the mix, outline the need for a financing, and the ultimate structure of the borrowing. Sometimes we participate in the delivery of the presentation, other times we help staff prepare materials that they will deliver.

We also commonly assist clients in the preparation of staff reports, sometimes preparing a first draft, often reviewing the draft prepared by staff. We adapt our approach to the specific needs and style of the individual client.
 Provide special financial services as requested by the City.

We are flexible in our service to clients, knowing our job is meeting their needs. In some cases, we serve almost as adjunct staff, performing analysis and preparing reports that might be done by staff in other communities if not for lack of time or experience. Among the roles we play for some of our general advisory clients are:
 Staff and Council Training. We offer “Bonds 101” educational seminars for the City’s Council members and staff, as needed and arrange for disclosure training to be provided by Disclosure Counsel. We view our role not only as experts, but also as teachers. Having come from the ranks of public agency staff, David Brodsly and Melissa Shick, in particular, seek to ensure that their clients grow in their own technical competence and confidence as a result of our working together.  Preparation of white papers and other specialized analysis. We are often asked by clients to tackle a specific project, serving essentially as an extension of finance staff. Some recent examples prepared by our proposed West Sacramento team have included the use of Enhanced Infrastructure Financing Districts by Alameda County, and the private financing of an “art park” on public property for the County of Orange.

Financial/Municipal Advisor Services: transaction services The following are among the tasks that we would undertake if the City were to undertake a debt financing.  Analyze financial and economic factors to determine if the issuance of bonds is appropriate.  Advise as to the various financing alternatives available to the City. In this case we could help inventory potential new revenue sources and dimension their potential return and cost to tax or rate payers and would recommend the appropriate tools to leverage existing or new revenues.  Develop a financing plan in concert with City staff which would include recommendations as to the timing and structure of the financing
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 Assist City staff by recommending the best method of sale; either as a negotiated sale, private placement or a public sale. In a public sale, make recommendation as to the determination of the best bid. In the event of a negotiated sale, assist in the solicitation, review and evaluation of any investment banking proposals, and provide advice and information necessary to aid in such selection  Assist City staff in the procurement of other services relating to debt issuance such as printing, paying agent, registrar, etc.
 Identify key bond covenant features and advise as to the financial consequences of provisions to be included in bond indentures, resolutions or other governing documents regarding security, creation of reserve funds, flow of funds, redemption provisions, and additional parity debt tests; review and comment on successive drafts of bond governing documents.  Assist in the preparation of an official statement. Recognizing that violation of federal securities laws is probably the greatest risk that a city and its staff is exposed to in preparing a bond offering; we help ensure that your disclosure documents protect the City in this era of increased regulatory scrutiny.  Develop credit rating presentations, coordinate with City Staff the overall presentation and prepare responses to the rating agencies during the rating review process.  Assist and advise City Staff in negotiations with investment banking groups regarding fees, pricing of the bonds and final terms of any security offering, and make recommendations regarding a proposed offering to obtain the most favorable financial terms based on existing market conditions. 530
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Appendix A: Required Forms
531
California Secretary of State (https://bizfileonline.sos.ca.gov/search/business ) 532
Certification Type Status From To
SB Approved 01/20/2022 01/31/2024
Printed on: 2/9/2022 10:30:59 AM
To verify most current certification status go to: https://www.caleprocure.ca.gov Office of Small Business & DVBE Services
Certification ID: 2001287
Legal Business Name:

KNN Public Finance, LLC
Doing Business As (DBA) Name 1:

Doing Business As (DBA) Name 2:

Address:
2054 University Avenue, Suite 300
Berkeley
CA 94704
Email Address:
[email protected]
Business Web Page:
www.knninc.com
Business Phone Number:
510/839-8200
Business Fax Number:

Business Types:

Service
Stay informed! KEEP YOUR CERTIFICATION PROFILE UPDATED! -LOG IN at CaleProcure.CA.GOV
Questions?
Email: [email protected]
Call OSDS Main Number: 916-375-4940
707 3rd Street, 1-400, West Sacramento, CA 95605
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Appendix B: MSRB Rule G-42 Additional Disclosures
MSRB Rule G-42
Disclosure of Conflicts of Interest and Legal or Disciplinary Events Pursuant to Municipal Securities Rulemaking Board (“MSRB”) Rule G-42, on Duties of Non-Solicitor Municipal Advisors, Municipal Advisors are required to make certain written disclosures to clients which include, amongst other things, Conflicts of Interest and any Legal or Disciplinary events of KNN Public Finance, LLC (“KNN Public Finance”) and its associated persons.

Conflicts of Interest
Other Municipal Advisor Relationships. KNN serves a wide variety of other clients that may from time to time have interests that could have a direct or indirect impact on the interests of another KNN client. For example, KNN serves as municipal advisor to other municipal advisory clients and, in such cases, owes a regulatory duty to such other clients just as it will to your entity, if hired. These other clients may, from time to time and depending on the specific circumstances, have competing interests. In acting in the interests of its various clients, KNN could potentially face a conflict of interest arising from these competing client interests. KNN fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith with its clients.

Compensation. KNN Public Finance represents that in connection with the issuance of municipal securities, KNN Public Finance may receive compensation from an Issuer or Obligated Person for services rendered, which compensation is contingent upon the successful closing of a transaction and/or is based on the size of a transaction.

Consistent with the requirements of MSRB Rule G-42, KNN Public Finance hereby discloses that such contingent and/or transactional compensation may present a potential conflict of interest regarding KNN Public Finance’s ability to provide unbiased advice to enter into such transaction. This conflict of interest will not impair KNN Public Finance’s ability to render unbiased and competent advice or to fulfill its fiduciary duty to the Issuer.

If KNN Public Finance becomes aware of any additional potential or actual conflict of interest after this disclosure, KNN Public Finance will disclose the detailed information in writing to the Issuer in a timely manner.

Legal or Disciplinary Events
KNN Public Finance, LLC, has never been subject to any legal, disciplinary or regulatory actions nor was it ever subject to any legal, disciplinary or regulatory actions previously, when it was a division of Zions First National Bank or Zions Public Finance, Inc.

A regulatory action disclosure has been made on Form MA-I for one of KNN Public Finance municipal advisory personnel relating to a 1998 U.S. Securities and Exchange Commission (“SEC”) order that was filed while the municipal advisor was employed with a prior firm, (not KNN Public Finance). The details of which are available in Item 9; C(1), C(2), C(4), C(5) and the corresponding regulatory action DRP section on Form MA and Item 6C; (1), (2), (4), (5) and the corresponding regulatory action DRP section on Form MA-I. Issuers may electronically access KNN Public Finance’s most recent Form MA and each most recent Form MA-I filed with the Commission at the following website:
www.sec.gov/edgar/searchedgar/companysearch.html.

The SEC permits certain items of information required on Form MA and Form MA-I to be provided by reference to such required information already filed on a regulatory system (e.g., FINRA CRD). The above noted regulatory action has been referenced on both Form MA and MA-I due to the information already filed on FINRA’s CRD system and is publicly accessible through BrokerCheck at http://brokercheck.finra.org. For purposes of accessing such BrokerCheck information, the Municipal Advisor’s CRD number is 4457537.

There has been no change to any legal or disciplinary event that has been disclosed on KNN Public Finance’s original SEC registration Form MA filed on February 8, 2016 or Form MA-I’s filed on January 22, 2016. 534
2450 Venture Oaks Way, Suite 240 • Sacramento, CA 95833 www.larsenwurzel.com
August 9, 2022
City of West Sacramento
Attn: Marc Rotteveel, Finance Analyst
1110 West Capitol Avenue
West Sacramento, CA 95691
RE: Response to the Request for Qualifications for On-Call Financial Consulting Services (22-046-RFQ) Dear Mr. Rotteveel,
Larsen Wurzel & Associates, Inc. (LWA) appreciates the opportunity to submit this proposal to provide On-Call Financial Consulting Services to the City of West Sacramento (City). As required in RFQ, we make the following statements:

A. Proposer's Name and Contact
Larsen Wurzel & Associates, Inc.
2450 Venture Oaks Way, Suite 240
Sacramento, CA 95833
Scott L. Brown, P.E., Principal
Phone: (916) 816-1707
E-mail: [email protected]
B. Statement of Offer
This proposal is an offer to complete the Scope of Work and the offer, including the Cost Proposal rates, remains valid for at least ninety (90) business days after the Proposal due date of August 9, 2022.

C. Conflict of Interest
LWA is currently under contract with West Sacramento Area Flood Control Agency (WSAFCA), a Joint Powers Authority to which the City is a member agency, and with Reclamation District 900, a subsidiary district to the City. While the services being provided to WSAFCA and RD 900 are similar to this offer of services to the City, there is no know conflict that exists between the three agencies as result of LWA providing the similar services.

D. City Contract Terms
LWA has reviewed the City’s Standard Contract and Insurance Requirements that were included as attachments to the RFQ and LWA accepts all conditions without qualification. 535
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2 Proposal for On-Call Financial Consulting Services (22-046-RFQ) FINAL.docx E. Subcontractors
LWA does not intend to utilize any subcontractors to complete the scope of work.

F. Signature and Authority
Seth Wurzel, as President of Larsen Wurzel & Associates, Inc, (as evidenced on the CA Secretary of State filing submitted with proposal) has authority to bind LWA to the provisions of the RFQ and any contract awarded pursuant to it.

The technical project approach outlined in this proposal in combination with the qualifications and experience of LWA clearly demonstrates our capability to support the City with on-call financial consulting services. The proposal includes the qualifications we believe demonstrate a unique ability to perform the required services.

Larsen Wurzel & Associates is Registered Municipal Advisor (MSRB K0689 / SEC 867-01165). As such, MSRB Rule G-42 requires that we provide the City with certain regulatory disclosures and potential conflicts of interest. Please see enclosed Municipal Advisor Disclosures.

Sincerely,
Seth Wurzel, CGFM.

Principal
Enclosures: Mandatory Qualifications and Experience
Project Team Resumes
Municipal Advisor Disclosures
Technical Project Approach
Rate Sheet

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3 Proposal for On-Call Financial Consulting Services (22-046-RFQ) FINAL.docx Mandatory Qualification and Experience
A. Organization
Larsen Wurzel& Associates, Inc. (LWA) is an independent public finance and management consulting firm founded in 2011, with twenty-one employees located in a single office in Sacramento, California. We provide public finance, program and project management consulting services to public and quasi-public entities with the goal of efficiently and cost effectively implementing public infrastructure improvements and services. LWA’s client base is primarily located in northern California and includes regional flood management agencies, cities, counties, reclamation districts, special districts, irrigation districts and mutual water companies.

LWA takes its role as a client advisor, project manager, and financial advisor very seriously. LWA is registered as a “Municipal Advisor” pursuant to Section 15B of the Securities Exchange Act (Act) and the rules and regulations adopted by these regulatory bodies (SEC Registration No. MA 867-01165-00 and MSRB ID no. K0689). Pursuant to the Act and those rules, LWA has a fiduciary responsibility to its clients when providing Municipal Advisory Services. While this responsibility is specific to those services, LWA strives to apply a fiduciary responsibility to all areas of work.

LWA’s current staff of 21 includes:
• One Certified Government Financial Manager
• One Qualified Municipal Advisor Principal (FINRA Series 54) • Three Municipal Advisor Professionals (Series 50)
• Five employees with Master of Business Administration degrees • Seven Civil Engineers licensed in the State of California B. Experience
LWA has been helping local agencies identify and implement solutions to their financial challenges since 2011.

Local agency revenues remain constrained as current infrastructure fails to provide the desired level of service, while at the same time, new regulations raise standards beyond the reach of agency budgets. The economic environment for public agencies continues to pose challenges to the improvement and ongoing maintenance of infrastructure. As a result, LWA has experience implementing funding mechanisms subject to the Mello Roos Act, AB 1600 Mitigation Fee Act, EIFD law and Proposition 218 requirements. In particular, LWA specializes in the following public finance services:

Implementation of Funding Mechanisms such as:
• Community Facility Districts (CFD’s)
• Benefit Assessment Districts (AD’s)
• Development Impact Fees (DIF’s)
• Enhanced Infrastructure Financing
Districts (EIFD’s), and
• Other Financing District formations
Related Financial Analyses:
• Property tax and special tax financial analyses
• Special Benefit Assessment Methodologies
• Finance Plans
• Nexus Studies
• Engineer’s Reports
• Financial/Municipal Advisor Services
• Debt Analyses
• Long-Term Financial Modeling/Projections
• Other Financial Analysis/Services
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4 Proposal for On-Call Financial Consulting Services (22-046-RFQ) FINAL.docx C. Public Agency Experience
LWA’s portfolio of public agency clients within Yolo County is comprised of both urban and rural local flood control and water resource agencies including the West Sacramento Area Flood Control Agency (WSAFCA), Reclamation District 900, Reclamation Districts 537/785/827, Reclamation District 2035, the City of Woodland, and the Yolo County Flood Control and Water Conservation District. In assisting these public agencies, LWA has developed significant experience with the Yolo County Assessor’s office and the Yolo Local Agency Formation Commission that is necessary for the efficient formation and annual administration of revenue mechanisms to fund capital improvements and/or operations and maintenance of a variety of infrastructure. In addition to our direct experience in Yolo County, LWA has extensive experience providing the full range of public finance planning, implementation, and administration service to a variety of clients throughout northern California, including:

Regional Flood Management Agencies
Sacramento Area Flood Control Agency (SAFCA)
Sutter Butte Flood Control Agency (SBFCA)
Three Rivers Levee Improvement Authority (TRLIA)
San Joaquin Area Flood Control Agency (SJAFCA)
Little Egbert Joint Powers Agency (LEJPA)
Pajaro Regional Flood Management Agency (PRFMA)
Reclamation Districts (RDs)
RD 2140, 2103, 2084, 1000, 108, 784, 70, 800, 2059
Cities & Counties
Sacramento County, San Joaquin County, Sutter County,
Stanislaus County, Madera County, Santa Cruz County,
Town of Paradise, City of Sacramento, Yuba County
Special Districts and Irrigation Districts
Sites Project Authority, Zone 7 Water District, Natomas Mutual Water Company, Meridian Farms Water
Company
In addition to working with these local agencies and reclamation districts, LWA has significant experience working with State and Federal agencies, including the Central Valley Flood Protection Board (CVFPB), State of California Department of Water Resources (DWR), California Natural Resources Agency (CNRA), California Office of Emergency Services (CalOES), the US Army Corps of Engineers (USACE) and the Federal Emergency Management Agency (FEMA), to develop comprehensive solutions that enhance flood control, drainage and irrigation system capabilities.

Following are more detailed descriptions of LWA’s experience within the last 5 years, performing services similar to the Scope of Work outlined in the RFQ. All key personnel identified for each project are currently employed by LWA and available to support the City on an on-call, as-needed basis.

Santa Cruz County Flood Control and Water Conservation District (2018 – current) Since 2018, LWA has worked for Santa Cruz County Flood Control and Water Conservation District Zone 7 (Zone 7) to assist with the formation of the Pajaro Regional Flood Management Agency Joint Powers Authority (PRFMA) and advance regional flood risk reduction efforts in the Lower Pajaro River Watershed. PRFMA consists of five member agencies including Santa Cruz County, Monterey County, The City of Watsonville, Zone 7, and the Monterey County Water Resource Agency.

Key Personnel
Scott Brown
Derek Larsen
David Lee
Liz Abdissa
Patrick Soper
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5 Proposal for On-Call Financial Consulting Services (22-046-RFQ) FINAL.docx PRFMA is advancing the federally authorized Pajaro River Flood Risk Management Project, that will provide up to 100-year flood protection to the City of Watsonville, the town of Pajaro, and surrounding agricultural areas. The Pajaro River Flood Risk Management Project is estimated to cost $400 million, it will improve over 13 miles of federal levee, including 7 miles of setback levee that will create over 100 acres of new floodplain habitat.

LWA assisted with the development of a Strategic Plan that articulates the mission for flood management within the Lower Pajaro River watershed and informs and promotes alignment among the member agencies, interested public, state, and federal partners. LWA assisted PRFMA with development of the agency’s annual budget which included general administration and overhead, operation, maintenance, repair, replacement and rehabilitation (OMRR&R), and capital improvements. The budget leverage existing revenue sources from its member agencies and identified a $1.2 million revenue shortfall to adequately fund levee operations and maintenance LWA then led the development of a special benefit assessment to adequately fund the levee OMRR&R costs.

Beginning in the fall of 2021, the work included development of a benefit methodology to equitably apportion the supplement funding to approximately 3,000 properties in Santa Cruz County and Monterey County based avoided flood damages and flood risk, utilizing the unique characteristics of each property to calculate the relative special benefit. LWA assisted with public outreach and administered a Prop 218 compliant ballot proceeding, including mailing of notices and ballots, responding to property owner inquiries, and issuing revised ballots as necessary.

LWA was responsible for certifying the tabulation of returned ballots in June 2022, which resulted in an overwhelming approval for the assessment. Following formal adoption of the assessment in July 2022 by the PRFMA Board of Directors, LWA worked with staff in each county’s Assessor’s Office to enroll the new assessment for collection on the secured property tax bills and submitted the inaugural assessment rolls to both offices by the August deadlines.

A California first, LWA assisted PRFMA with development of a justification that allowed for the USACE and the State to pay 100 percent of all Project costs. Additionally, LWA worked with the USACE and PRFMA to develop clear and concise talking points to advocate for federal funding that aligned with current State and federal funding policies. This resulted in the Project securing a federal new start construction investment of $67 million in federal fiscal year 2023. LWA staff currently augment existing PRFMA staff and coordinate with the USACE in the planning, design, and engineering of the Project, including efforts to secure needed lands, easements, rights-of-way, relocations, and disposal sites. LWA is assisting PRFMA with developing a file library of technical documents required to eventually support federal and State levee certification processes.

Reclamation District 900 (2015 – current)
In 2015, after evaluating the condition of their drainage infrastructure, Reclamation District 900 (RD 900) determined their existing assessment revenue would not keep pace with the anticipated operations and maintenance costs of the interior drainage system. RD 900 engaged LWA to develop a new $1.2 million budget to fully fund the annual cost to operate and maintain the district’s drainage canals and pump stations, and to develop a capital reserve for major facility rehabilitation without incurring debt.

LWA then developed a benefit methodology to apportion the assessment to properties within RD 900 based on the potential flood damage from system failure, amount of runoff contributed to the RD 900 system, a factor to Key Personnel
Scott Brown
Liz Abdissa
Megan Jonsson
David Lee
539
City of West Sacramento
Proposal for On-Call Financial Services (22-046-RFQ)
August 9, 2022
6 Proposal for On-Call Financial Consulting Services (22-046-RFQ) FINAL.docx represent the facilities required to collect and discharge the runoff. LWA prepared the Engineer’s Report, assisted with public outreach, administered the balloting process for approximately 12,300 properties. LWA performed and certified the tabulation of returned ballots. In June 2016, a majority of property owners voted in favor of the proposed assessment and LWA coordinated with the Yolo County Assessor’s Office to enroll and levy the new assessment on the FY 2016/2017 secured property taxes bills. LWA continues to support RD 900 with the annual administration of the drainage assessment, accounting for parcel splits and mergers, land use changes and new development activities.

Lower Elkhorn Basin Consolidation (2018 - 2019)
As part of the Lower Elkhorn Basin Levee Setback (LEBLS) Project, the Lower Elkhorn Basin Reclamation Districts (RD 537, 785 and 827) studied and evaluated options for a more efficient approach to the governance and funding of flood protection and drainage services in the Lower Elkhorn Basin. In 2018, the RDs determined that, as an initial reorganizational step, the consolidation of the districts within the lower portion of the basin into a single local maintaining agency was the preferred approach and began studying the costs and approach for funding drainage and levee operations, maintenance, repair, rehabilitation and replacement (OMRR&R) for the consolidated district. Any reorganization of the local maintaining agencies in the Basin is subject to approval by the Yolo County Local Agency Formation Commission (Yolo LAFCo). Yolo LAFCo conditioned its approval based on the consolidated district’s ability to provide the required services, including the sufficiency of revenues for those services following the proposed boundary change. This required the three districts to propose a new single assessment for the consolidated district that would replace the three existing independent assessments.

LWA worked with the RDs and the Sacramento Area Flood Control Agency (SAFCA) to develop an annual budget to meet the OMRR&R requirement for the Sacramento River Levee, the interior drainage canals and pump stations, with the understanding that once the LEBLS Project was complete, SAFCA would fund the long-term maintenance of the new Elkhorn Slough setback levee and the State would continue to be responsible for the Sacramento Bypass north levee. LWA developed a benefit methodology based on avoided flood damages that would result from inundation due to potential levee failures, and the drainage contribution from each parcel.

With the methodology established, the assessment rate was determined based on the post-project condition with a strip of benefitting land removed from the district for construction of the setback levee. The assessment rate was then applied to the then-current benefiting properties to confirm that sufficient revenue would be generated to support only the operations and maintenance required in the interim prior to completion of the LEBLS Project.

In 2019, LWA prepared the Engineer’s Report and oversaw the Prop 218 ballot proceeding to 100 parcels across the three RDs, with independent but coordinated Board actions by each district. LWA assisted with public outreach and tabulated the returned ballots which resulted in approval of the assessment by landowners. The certified results of the ballot proceeding was used by Yolo LAFCo to proceed with the annexation of lands within RD 785 and 827 into RD 537, and the dissolution of RD 785 and 827.

Key Personnel
Scott Brown
Seth Wurzel
David Lee
540
City of West Sacramento
Proposal for On-Call Financial Services (22-046-RFQ)
August 9, 2022
7 Proposal for On-Call Financial Consulting Services (22-046-RFQ) FINAL.docx Reclamation District 1000 – Development Impact Fee (2014 – current) In 2014, Reclamation District 1000 (RD 1000) engaged LWA to prepare a Nexus Study to provide the legal and financial basis for the implementation a Development Impact Fee (DIF) Program. The Nexus Study prepared established the relationship between costs and land development, and demonstrated the need or demand for services to be funded by the DIF Program. The study was supported by a Capital Improvement Needs Analysis to accommodate the anticipated development over the next 30 years given known proposed projects and city/county general plans with proposed zoning for development. LWA developed a cost allocation model utilizing effective percent impervious area equivalency factors to determine the needed DIF across four land use category types. Over the course of a year, the Nexus Study was reviewed with RD 1000 Trustees and stakeholders. Following a formal public review period, the DIF was adopted by the RD 1000 Board of Trustees in May 2016. Following adoption, LWA developed an Administrative Procedures Manual for the City of Sacramento, Sacramento County and Sutter County planning and building departments to utilize for determining applicability to identify development subject to the DIF, calculation of the DIF and fee collection procedures, as well as establishing a refund and appeals process. LWA facilitated meetings throughout 2017 and 2018 with the local agencies and RD 1000 to achieve “buy-in” of the DIF and incorporation of the administrative procedures in each agency’s development approval process. LWA continues to support RD 1000 with DIF administration on an on-call basis.

San Joaquin Area Flood Control Agency (2015 – current)
LWA principals and staff have assisted SJAFCA with implementation and management of their flood control improvement program, including the Lower San Joaquin River Project (LSJRP). LWA prepared SJAFCA’s local budget cost projections for the LSJRP, leveraging the total project cost data and dividing the cost share obligations between Federal, State, and local requirements, accounting for cash contributions and work-inkind. LWA further prepared a cash flow model for the evaluation of funding needs and revenue generation requirements. Working in collaboration with SJAFCA’s independent municipal advisor, LWA established the framework for raising the local share of the LSJRP through a proposed Special Benefit Assessment district based on as series of projected future bond issuances. LWA is currently engaged with SJAFCA and the San Joaquin Area Flood Control and Water Conservation District to implement and combined assessment district to fund both the local cost share of the LSJRP as well as the ongoing O&M of the County maintained levees and flood protection system. The effort requires close coordination across multiple agencies involved in flood risk reduction services.

An early advance component of the LSJRP, the Smith Canal Gate project is a closure structure at the mouth of the Smith Canal in Stockton. To support this project, LWA led a multidisciplinary team (including engineering and public outreach consultants) to successfully develop and implement a new Benefit Assessment District to fund the local share of construction, operations and maintenance. LWA was responsible for overall project coordination and implementation, the preparation of the project financing plan and required Engineer’s Report, the Proposition 218 ballot proceeding, and the required local agency legislative process. In addition, to ensure that property owners received the full benefit of flood risk reduction efforts, LWA simultaneously worked with RD 1614 to Key Personnel
Seth Wurzel
Scott Brown
Megan Jonsson
Key Personnel
Seth Wurzel
Scott Brown
Adam Riley
Megan Jonsson
David Lee
541
City of West Sacramento
Proposal for On-Call Financial Services (22-046-RFQ)
August 9, 2022
8 Proposal for On-Call Financial Consulting Services (22-046-RFQ) FINAL.docx implement an assessment district to fund the construction of a local pump station. With LWA’s support, SJAFCA and RD 1614 successfully formed both assessment districts in July 2013 after property owner approval of the proposed assessments. Finally, as part of this overall effort, LWA also assisted SJAFCA with its submissions of grant applications to the Department of Water Resources for both the design and construction of the gate project.

SJAFCA is also leading the implementation of 200-year improvements to the Mossdale Tract Basin, an area covering the southern portion of the City of Stockton, the eastern portion of the City of Lathrop, the western extents of the City of Manteca and a large portion of unincorporated San Joaquin County in between. The area’s growth is a key economic driver for the region and future development is impacted by the State’s Urban Level of Flood Protection requirements as implement by SB 5 (2006). LWA is leading team of consultants to implement a complex funding program consisting of three integrated funding mechanism; a Regional Development Impact Fee program (Regional DIF); a new special benefit assessment district; and, a first in California, an Enhanced Infrastructure Financing District (EIFD) with participation by all four jurisdictions noted. LWA is currently updating the Regional DIF to address the new requirements for Impact Fees as part of AB 602. LWA recently completed the formation of the EIFD and is working closely with the County Auditor Controller’s Office to implement the EIFD.

D. Personnel
LWA serves as a consultant and an extension of local agency staff by serving as an objective and trusted advisor.

LWA focuses on supporting local agency decision-making through thorough and fact-based objective analyses.

We also strive to provide efficient support through recognized project and team management practices that focus on team member accountability and project delivery and performance-based progress.

As indicated previously, Scott Brown will be the City’s primary contact and will lead all task order engagements.

Seth Wurzel will be responsible for quality assurance and will oversee any work that falls under the regulatory responsibility of a registered municipal advisor. As this proposal is for on-call, as-needed financial consulting services, LWA is prepared to provide the appropriate resources from our pool of 8 analysts to meet the specific needs of each task order within the desired period of performance. These individuals are identified in the organizational chart followed by resumes. In addition to the pool of analysts shown below, LWA has 6 additional senior engineering staff available with program management experience that could be leveraged to assist on larger complex task orders should their assistance be necessary. 542
City of West Sacramento
Proposal for On-Call Financial Services (22-046-RFQ)
August 9, 2022
9 Proposal for On-Call Financial Consulting Services (22-046-RFQ) FINAL.docx Larsen Wurzel & Associates
Scott Brown, PE
Principal
Primary Contact
Adam Riley
Supervising Project
Manager
David Lee
Associate
Megan Jonsson
Senior Analyst
Sean Meyers
Associate
Liz Abdissa
Senior Analyst
Patrick Soper
Analyst II
Victoria Foster
Senior Associate
Jeff Brown
Senior Analyst
Gideon Steinber
Analyst I
Seth Wurzel, CGFM
Principal
Quality Assurance
543
[email protected]
Scott Brown is a registered civil engineer in California with over 20 years of experience in water resources planning and engineering. He has been involved in the financing, planning, design, permitting and implementation of comprehensive flood risk reduction, irrigation, and hydroelectric projects. Scott has experience successfully advancing projects while leading multidisciplinary teams to navigate dynamic and complex State and federal regulatory permitting processes to achieve client goals and implement projects.

He has successfully led local agencies through the assessment formation process to secure sustainable local funding for capital improvements and on-going operations & maintenance of flood risk reduction and drainage systems.

Scott led development of engineers reports for successful Proposition 218 ballot proceedings for Reclamation Districts 800, 900, 2140, and 2035. Scott assisted with the development of engineers reports for successful Proposition 218 ballot proceedings for the Sacramento Area Flood Control Agency (SAFCA) Natomas Basin Levee Assessment District and the Capital Consolidated Assessment District. Scott is currently working with The West Sacramento Area Flood Control Agency (WSAFCA) and Reclamation District 784 on assessment district formations. He is also currently engaged with the SAFCA and the Sutter Butte Flood Control Agency (SBFCA) on multi-million-dollar flood risk reduction projects. Scott is also working with the Natomas Central Mutual Water Company (NCMWC) on their multi-million-dollar American Basin Fish Screen Project and their canal modernization program. Scott has assisted NCMWC with securing agricultural water use efficiency grants for the design and construction of automated control structures, pump station upgrades and SCADA integration projects.

Scott Brown has led the formation of several property-based special benefit assessments to support local agencies. Special benefit assessments were formed under the application authorizations and were approved by landowners in compliance with Proposition 218. Following is a list of assessments that Scott has led or provide quality assurance reviews:
• Reclamation District 800 (Cosumnes) – 2018: Operations and Maintenance assessment for levees based on avoided damages and emergency response benefits. Total assessment of $480,000 approved by landowners with 72% of the weighted vote.
• Reclamation District 2035 – 2018: Operations and Maintenance assessment for levees and drainage system based on avoided flood damage and contribution to the drainage system. Total assessment of $460,000 approved by landowners with 97% of the weighted vote. • Reclamation District 2140 – 2016: Operations and Maintenance assessment for new federal levee project based on avoided flood damage. Total assessment of $75,000 approved by landowners with 57% of the weighted vote.
• Reclamation District 2059 – 2015: Operations and Maintenance supplemental assessment for levees based on avoided flood damage and access to property with a 5-year sunset clause. Total assessment of $235,000 approved by landowners with 54% of the weighted vote. • Sacramento Area Flood Control Agency – 2011: Capital Improvement assessment for supplement funding of levee improvements in Natomas Basin based on avoided flood damage. Total assessment of $2.7 million approved by landowners with 85% of the weighted vote.

Since 1998, Scott Brown has worked for the NCMWC providing planning, engineering, program management and grant administration support. In 2010 he began managing the coordination required to relocate NCMWC’s irrigation infrastructure to accommodate levee improvements within the Natomas Basin. The relocations included canals, pipelines, pump stations and control structures. Scott provided design reviews, facilitated the timing for temporary service outages, provided construction coordination and acceptance. He also has been leading the effort transfer the necessary rights of way from the preproject to post-project locations. 1+916.827.1707
Bachelor of Science, Civil California
Polytechnic State University, San
Luis Obispo, 1998
Parsons Brinkerhoff, 2007-2014
Program/Project Manager & Water
Group Manager
Quad Knopf, 2006-2007
Project Manager
Mead & Hunt, 2002-2006
Project Engineer
Ensign & Buckley, 1998-2002
(Purchased by Mead & Hunt in
2002)
Civil Engineer
Professional Engineer:

California (C61696)
544
[email protected]
Seth has over a decade of experience helping public agencies fund municipal infrastructure and services. Seth specializes in working with local agencies to develop, implement and administer local and non-local funding programs for infrastructure improvements, operations and maintenance. Seth’s experience involves governmental accounting, cost accounting and capital financing administration. Seth also has experience working within the broad spectrum of public finance including special tax administration, benefit assessment district formation, municipal debt issuance, public-private development, redevelopment, financial feasibility analyses, and real estate pro forma cash-flow analysis.

Seth is currently working the San Joaquin Area Flood Control Agency (SJAFCA), the Cities of Lathrop, Manteca and Stockton and San Joaquin County to implement and administer a multi-faceted funding program to implement more than $200 million of flood control improvements to provide 200-Year flood protection to the Mossdale Tract Basin. Seth’s efforts commenced in 2016 and included conceptualizing a financing plan, the evaluation of governance options for the program and detailed financial feasibility analyses. These efforts ultimately lead to the re-organization of the SJAFCA JPA in early 2018 to include two new members, the Cities of Lathrop and Manteca. SJAFCA is currently undergoing implementation of the recommended funding programs including a development impact fee, a new special benefit assessment district and an enhanced infrastructure financing district (tax increment financing).

Seth led a multidisciplinary team to implement two new Assessment Districts for the construction and maintenance of a closure structure at the mouth of the Smith Canal in Stockton and a replacement Pump Station within Smith Tract. Seth was responsible for overall project coordination and implementation, including public outreach, the preparation of the project financing plans and requiredEngineer’s Reports, the Proposition 218 ballot proceedings and legislative processes. Both new assessment districts were formed concurrently in July 2013 after successful approval by property owners within Smith Tract.

Seth was the lead drafter preparing the Financial Planning chapters and analyses for the Feather, Lower San Joaquin/Delta South and Mid & Upper Sacramento Regional Plans. Seth also served in an advisory role for the development of the Lower Sacramento and Mid San Joaquin Regional Plan financial plan chapters. Through these efforts, Seth provided valuable insight into the feasibility of funding flood control services and new improvements and the local capacity to generate new revenues.

Seth Wurzel is currently working with DWR on the implementation of Central Valley Flood Protection Plan Investment Strategy.

Seth serves as the contract Financial Manager for the Authority. Since 2005, Seth has worked with TRLIA, Yuba County, RD 784, DWR and various landowner groups to secure funding for TRLIA’s levee improvement program. This work includes a establishing a development impact fee program, a fee credit and reimbursement program, negotiation and implementation of advanced funding agreements, the formation of Mello-Roos Community Facilities Districts, and assistance with a $78 million Bond issuance. Seth advised on the formation of TRLIA’s Assessment District for operations and maintenance and he continues to administer various funding agreements with DWR for approximately $400 million of levee improvements.

Seth serves as the Agency’sBudget Manager and is responsible for administering all of the Agency’s finances. In this role, he developed, and is implementing, the Agency’s financial plan which includes multiple sources of State, Local, Federal funding and debt financing for the Agency’s $300 million levee improvement program. Seth administers all of the agencies funding agreements with DWR and various local financing programs. Seth regularly reports to the Agency’s Board of Directors.

Seth led a multidisciplinary team to develop and implement a Benefit Assessment District for levee operations and maintenance services for the Bear River North Levee in Wheatland. The District was formed in July 2010, with nearly 90% approval by property owners. Seth coordinated all aspects of the assessment district formation and implementation including public outreach, the ballot proceeding, the required local agency legislative process as well as having prepared the Engineer’s Report.
1+530.633.7384
Qualified Municipal Advisor
Principal (FINRA Series 54)
Qualified Municipal Advisor
Representative (FINRA Series 50)
Certified Governmental Financial
Manager (CGFM), Association of
Government Accountants
Master of Business Administration,
Concentrations in Finance and
Corporate Environmental
Management, University of
California, Davis, 2005
Bachelor of Science, Civil
Engineering cum laude, RoseHulman Institute of Technology, Terre Haute, Indiana, 1998
Capitol Public Finance Group, LLC,
2010-2011, Consultant
Economic & Planning Systems,
2005-2010, Vice President
California Society of Municipal
Finance Officers (CSMFO)
Association of Government
Accountants (AGA)
Floodplain Management
Association (FMA)
Woodland Rotary
City of Woodland Planning
Commission (2007 – 2015)
Larsen Wurzel & Associates
MSRB ID: K0689
SEC ID: 867-01165
545
Adam A. Riley, PE
Supervising Project Manager
[email protected]
Mr. Riley has over 10years of experience with the planning, design, and construction of civil site improvements and water resources projects within the public and private sectors. Mr. Riley spent 5 of those years with the U.S. Army Corps of Engineers (USACE) in Sacramento, where he served as a project manager and as the Section 408 program manager for Major Modifications to Federal projects. Additionally, Mr. Riley spent 4 years with Amazon.com, where he managed data analytics and business operations projects focused on process optimization and cost reduction.

Mr. Riley’s time in these roles primarily focused on managing large, diverse teams as a program and project manager, spanning dam safety projects, levee rehabilitation regulatory compliance, process engineering, and multi-million-dollar cost reduction analyses. Mr. Riley’s diverse project management experience provides a unique perspective grounded in thorough knowledge of Federal regulations, a project’s technical complexities, and team leadership.

Reclamation District 2140 - Hamilton City Flood Risk Management & Ecosystem Restoration Project District Project
Manager. Mr. Riley represents Reclamation District 2140 as the non-Federal sponsor’s project manager for design and construction of the $91 million Hamilton City Flood Damage Reduction and Ecosystem Restoration Project. This role requires project team coordination, independent review of design and construction deliverables, schedule and cost risk management, and utility relocations.

The Hamilton City Project consists of the replacement of an existing private levee with a new 6.8-mile reach of setback levee along the Sacramento River. This setback levee provides increased flood protection to nearly 3,700 acres including the town of Hamilton City with a population of 2,070 residents. It includes the restoration of nearly 1,360 acres of floodplain created by the setback levee.

Sacramento Area Flood Control Agency (SAFCA) - American River Common Features (ARCF) 2016 Erosion Design Integration Project Manager. Mr. Riley coordinates all SAFCA-led pre-construction, engineering and design deliverables with USACE for the erosion project components of ARCF 2016. His work includes project tracking, schedule management, risk identification, status communication, and project delivery facilitation for the erosion repair work along 11 miles of the lower American River levees and 10 miles of the Sacramento River east levees as part of ARCF 2016. The USACE’s ARCF 2016 erosion work makes up $600M of the total $1.6B ARCF 2016 Program.

Sutter Butte Flood Control Agency (SBFCA) - Feather River West Levee Section 408 USACE Project Manager. Mr. Riley led SBFCA through the Federal Section 408 Program from 2012 until SBFCA received Federal Permission to begin construction in 2013. He coordinated all Section 408 requirements on the Federal side, including environmental coordination, Regulatory Section coordination, technical reviews, and all process steps up through the District, Division, and HQ leadership approval milestones. His involvement required a deep understanding of the project, key milestones, technical participants, process requirements and approval thresholds. His efforts also required close collaboration with the feasibility study team and alignment of those processes andmilestones with that of the Section 408 program.

The overall project reduces flood risk for approximately 95,000 people in Sutter and Butte Counties. Flood risk is reduced through the strengthening of 42-miles of existing Federally authorized levee along the west bank of the Feather River.

The original 408 project improvements were estimated to cost around $300 million.

West Sacramento Area Flood Control Agency (WSAFCA) - Southport Section 408 USACE Project Manager. Like the SBFCA 408 Project, Mr. Riley led the Federal Section 408 WSAFCA Program for USACE, Sacramento District from 2012 until 2014. He supported WSAFCA through the Draft EIS phase of the project, and partnered with the feasibility study team on significant project milestones and engineering documentation. The project consists of levee improvements to the Southport stretch of levees along a 5.6-mile reach providing protection for the City of West Sacramento.
1+916.605.8497

EDUCATION
Master of Business Administration
(MBA), University of California,
Berkeley, 2014
Bachelor of Science, Civil
Engineering, California Polytechnic
State University, San Luis Obispo,
2006

PREVIOUS EMPLOYMENT
Amazon.com, 2014-2018
Senior Program Manager
US Army Corps of Engineers,
Sacramento, CA, 2009-2014
Program and Project Manager
Wood Rodgers, 2006-2009
Civil Engineer

AFFILIATIONS
Floodplain Management
Association

REGISTRATIONS
Professional Engineer
California (C74009)
546
Sean Myers
Associate
[email protected]
Sean provides fund accounting, financial modeling, auditing, financial reporting, budgeting, and special assessment analyses support for LWA’s clients. Prior to joining the firm, Sean served 6 years as a research consultant determining the effectiveness of various public policies, as well as social and public programs for nonprofit groups. In addition, Sean has been honored for his past work as a Senior District Representative for the California State Assembly from 2007 to 2008, as well as for his leadership heading a campaign office for Governor Schwarzenegger in Woodland in 2006. Sean received his Bachelor of Arts Degree in Political Science from the University of California, Davis. Sean also holds an MA in Political Science from University of California, Davis, with a concentration in quantitative methodological research. Sean is also a U.S. Navy veteran.

Sacramento Area Flood Control Agency (SAFCA)
Sean has assisted with preparation of reports to the State Department of Waters as part of SAFCA’s ongoing grant obligations. Sean’s work includes the preparation of expenditure and revenue reports, reconciliation of expenses and revenues to SAFCA’s accounting system, and cash flow modeling.

Three Rivers Levee Improvement Authority (TRLIA)
Sean has assisted TRLIA with the annual Special Tax Administration of TRLIA Mello-Roos CFD’s. This work entails reviewing parcel tax data and the preparation of tax rolls for submission to the Yuba County Auditor control. Sean has also assisted with ongoing financial reporting to the State Department of Water Resources to assist TRLIA will its various grant funded projects.

Sutter Butte Flood Control Agency (SBFCA)
Since 2013, Sean has assisted SBFCA with all aspects of the Agency’s financial management efforts. This work includes management of more than $290 Million of grant funding from the State Department of Water Resources, agency cash flow management, the preparation of qualitative and quantitative financial reporting to internal and external entities, budgeting and cost projections, forensic accounting, internal auditing and financial control management, and special assessment benefit analyses. Sean regularly coordinates his activities with the Agency’s fiduciary, the City of Yuba City.

Reclamation District 1000
Sean assisted with the preparation of RD 1000’s new Development Impact Fee program. This work included an analysis of long-range development projections and the development of an inventory of existing development for the purposes of preparing a cost allocation analysis to be documented within a supporting nexus study as required by AB 1600, the Mitigation Fee Act. 1+530.665.8222

EDUCATION
Master of Arts Political Science,
University of California, Davis,
CA, 2013
Bachelor of Arts, Political
Science, University of
California, Davis, CA, 2006

PREVIOUS EMPLOYMENT
University of California,
Davis, 2010-2013, Graduate
Teaching Assistant
SM Research, 2006-2010,
Research Consultant
California State Assembly,
2007-2008, Senior Field
Representative

AFFILIATIONS
Association of Government
Accountants
547
Victoria M. Foster
Senior Associate
[email protected]
Victoria Foster has 11 years of experience with the planning, programming, budgeting,and execution of water resource projects.

She supports LWA’s clients by developing and executing financial strategies designed to maximize the use of state and local funding. Her in-depth understanding of the federal budgeting process plays a unique role in optimizing project cost sharing and crediting.

Victoria served nine years as a budget analyst at the U.S. Army Corps of Engineers (USACE), Sacramento District, Programs and Project Management Division, where she developed expertise of the federal budget cycle.

Sacramento Area Flood Control Agency (SAFCA)
In her current role, Victoria supports SAFCA through the development of Section 221 Federal crediting report submissions for both locally led advanced work and in-kind services for current Federal projects. She provides guidance on the coordination with USACE and provides recommendations to SAFCA in order to develop and implement a streamlined crediting process leading to the affording of a maximum amount of credit towards the required non-Federal Sponsor’s share of the project. Her facilitation helps ensure frequent and timely submissions to USACE and has led to over $250M in credit approved to-date. Victoria is also leading the development of Lands, Easements, Rights-of-Way, Relocations and Disposal Areas (LERRDs) crediting packages for SAFCA’s Federal projects. Additionally, Victoria provides cost sharing oversight and recommends strategies to SAFCA with the goal of maximizing the use of local funding.

USACE Budget Development, Defense and Execution
In her position as Lead Budget Analyst with USACE, Victoria led the budget development, defense, and execution of the District’s $200M Civil Works program. Her role in the annual budget development process required extensive knowledge of the Budget Engineer Circular guidance, including performance-based budget strategies specific to each appropriation, business line, and project phase. Her role also required project-specific knowledge such as benefit-cost ratios, cost estimates and funding stream projections. Victoria enforced quality assurance and provided guidance to project managers, analysts, and management to ensure optimal funding capability for each project.

Victoria’s role in budget defense was highlighted by her support of the District’s annual Congressional Visit. She led the District in developing project fact sheets which were used as a vital tool to aide District leadership in the discussion of project issues with Congressional Members. The project fact sheets were published as an informational guide to Congressional Members, partners, and stakeholders in support of the President’s Budget release.

As lead budget analyst, Victoria gained extensive knowledge of the federal appropriations process in support of Headquarters’ execution metrics. She provided financial oversight of over 50 different investigations and construction projects, both large-scale and small-scale. Her oversight also included cost share management, crediting, and project closeout.

Victoria served as a liaison between the District and the South Pacific Division’s Civil Works Integration Division, responding to data calls up the vertical chain in support of the District’s portfolio of projects.

American River Watershed (Common Features), WRDA 96/99 & GRR, CA Victoria served as the financial manager for the American River Common Features (ARCF) WRDA 96/99 project, a $300M construction project completed in 2016 consisting of installation of 24 miles of slurry walls for seepage and stability improvements along the American River. Victoria managed average appropriations of $22M per year in the final three years of the project, which demanded meticulous tracking of funds in order to complete the project under budget. She also managed complicated cost sharing and LERRDs crediting for the project. In 2015, Victoria provided essential support for resolution of a Section 902 limit issue, a problem that if left unresolved could have halted completion of the project.

Concurrent with construction of the WRDA 96/99 project, Victoria also managed the General Reevaluation Report (GRR) project, which led to the WRDA 2016 authorization of $1.5B of additional levee improvements for the American River Watershed. In her position as lead analyst, Victoria played an essential role in mobilizing the project from the GRR study to its new start construction authorization. 1+916.800.2941

EDUCATION
Bachelor of Arts, Economics,
University of California, Davis, 2004
Bachelor of Science, Civil

PREVIOUS EMPLOYMENT
US Army Corps of Engineers,
Sacramento District,
2009-2018
Lead Budget Analyst
State of California, Department of
Social Services, 2008-2009,
Staff Services Analyst
Lennar Corporation,
2005-2008,
Contracts Analyst

AFFILIATIONS
National Waterways Conference
548
[email protected]
David has 10 years of experience in data analysis, data collection, market research, forecasting, grant management, and reporting development. Prior to joining the team, David worked for more than 5 years developing housing feasibility market studies to for-profit and non-profit housing grant programs and as an Environmental Consultant preparing environmental impact reports in compliance with NEPA and CEQA.

In addition, David worked for 3 years as a Product Manager/Data Analyst, developing reports and dashboards to monitor, and forecast business financials. David received his Bachelor of Arts in Economics from the University of California, San Diego and a Master of Business Administration, from the University of the Pacific in Stockton, California.

Technical Proficiency
David provides financial analysis, forecasting, and grant management reporting, with the inclusion of GIS and data analysis for a variety of projects. Previously, David analyzed economic and market area demographics to determine the feasibility of constructing affordable housing using a variety of funding sources, including tax credits, Housing Authority, HOME Project, and Department of Housing and Community Development (HCD) funds.

Sacramento Area Flood Control Agency (SAFCA) – Natomas Levee Improvement Project (NLIP) and San Joaquin Area Flood Control Agency (SJAFCA) – Smith Canal Since 2017, David has prepared financial and grant management reports for SAFCA and SJAFCA for submittal to the State Department of Water Resources (DWR). His work has led to the reimbursement of over $15 million to SAFCA in project related expenses. David prepared reporting as part of SJAFCA’s ongoing Urban Flood Risk Reduction (UFRR) funding agreement for the Smith Canal Gate project. David’s work includes the preparation of grant expenditure and revenue reports, forecasting of annual budgets, and cash flow modeling.

Housing Market Feasibility Studies and Housing Elements David has prepared numerous housing feasibility market studies and Housing Elements for California cities, counties, and housing agencies. The market studies include affordable and market rate housing and were prepared in compliance with the California Tax Credit Allocation Committee (CTCAC), HCD programs, and Housing and Urban Development Programs.

Local Agency Assessments
David assisted in the development of the several property-based special benefit assessments. For the projects, David utilized GIS software to map parcels within the assessment districts and overlay floodplain within the area. David assisted with the creation and modeling of the methodology for apportioning special benefit, aided in drafting of the Engineer’s Report, analyzed results, and provided support leading up to the Proposition 218 ballot proceedings and legislative process. In addition, David gathered and analyzed data from several sources to create a detailed map of the district boundaries. 1+530.725.5412

CERTIFICATIONS/QUALIFICATIONS
Qualified Municipal Advisor
Representative (FINRA Series
50)

EDUCATION
Master of Business Administration,
University of the Pacific,
Stockton, CA, 2012
Bachelor of Arts, Economics,
University of California,
San Diego, CA, 2006

PREVIOUS EMPLOYMENT
NC2Media, 2016
Business Analyst
5th Planet Games, 2013-
2016
Data and Business Analyst
Bio-Rad Laboratories, 2012
Process Analyst
Raney Planning and
Management, 2006-2011
Associates
549
Elisabet G. Abdissa
Senior Analyst
[email protected]
Elisabet “Liz” Abdissa provides analytical support through data collection and analysis, financial modeling, and report development. Prior to joining the team in 2019, Liz worked as a Security Analyst preparing valuation models, financial reports, and security sector guidebooks for stock pitch purposes while also supporting her team through data analytics and market research. In addition, Liz worked as a Global Client Services Specialist, focusing primarily on international hedge and active strategies for institutional investors. In her role, Liz provided support through the development of client customized performance and statistical reports, market data and trend analysis, multi-class fund management, and expense budgeting.

Liz attended California State University, Sacramento where she earned both a Bachelor of Arts Degree in Communications and a Master of Business Administration Degree with a concentration in Finance.

Technical Proficiency and Quality Control
Liz provides financial analysis and grant management reporting assistance through data analysis for multiple projects. Liz also provides quality control, writing and editing services for a variety of LWA products including technical memorandums, proposals, Engineers reports, and other client and state-based products. Liz implements reconciliation work and quality control for several project data models including cash flow models, Federal and State reporting tables, and special assessment district benefit allocation models.

Sacramento Area Flood Control Agency (SAFCA)
Since January 2019, Liz has prepared financial and grant management reports for SAFCA submittal to the State Department of Water Resources (DWR). Her work has led to the reimbursement of over $10 million to SAFCA in project related expenses. Liz’s work includes the preparation of expenditure, revenue reports, and cash flow modeling for the Natomas Levee Improvement Project (NLIP) and Levee Accreditation Project (LAP). Liz has also closely worked with LWA’s project managers and Senior Analysts to process and submit Lands, Easements, Rights-of-Way, Relocations and Disposal Areas (LERDDs) Crediting packages for SAFCA’s Federal projects.

Reclamation District 2140 (RD 2140)
Liz prepared reporting as part of RD 2140’s ongoing Flood Corridor Program for the Hamilton City Flood Damage Reduction and Ecosystem Restoration Project. Liz has provided extensive assistance on the preparation of grant expenditures, cash flow modeling, and revenue reporting. Liz works with the assigned project manager to prepare and edit technical and cost tracking reports, secure payment requests, and correspond with the client, state agencies, and subconsultants. 1+530.665.8222

EDUCATION
Master of Business
Administration, California
State University, Sacramento,
California, Sacramento, CA,
2016
Bachelor of Arts,
Communications, California
State University, Sacramento,
California, Sacramento, CA,
2012

PREVIOUS EMPLOYMENT
State Street Corporation,
2017-2018 Client Services
University Enterprise Inc.,
2016-2017 Security Analyst
Mortenson Construction,
2014-2015 Project
Administrator
550
[email protected]
Megan provides accounting, financial modeling and analysis, data collection, financial reporting, budgeting, and report preparation and support for the LWA team. Prior to joining the firm, Megan worked for Blue Shield of California as a Business Analyst, initially designing, and implementing an internal information audit and subsequently analyzing the audit data to identify process and procedural improvements to increase accuracy and efficiency. Megan also worked for more than seven years for a family-owned fire sprinkler and plumbing company. She provided critical organization support, including comprehensive financial, administrative, and human resource management. Megan earned a Bachelor of Science in Managerial Economics from the University of California, Davis, and a Master of Business Administration with a concentration in finance, from the University of the Pacific in Stockton, California.

Megan provides quality control and technically editing for a variety of LWA products including technical memorandums, grant proposals, and other client and State correspondence. Megan implements quality control for multiple types of data models including cash flows, State required reporting tables, and special assessment district benefit allocation models.

Megan has played a key role in the formation of Proposition 218 special assessments for several reclamation district (RD) including RD 784, RD 900, RD 2059, and RD 2140. For these projects, Megan obtained and analyzed property data, drafted, and modeled the methodology for apportioning special benefit, analyzed results and adjusted the methodology as necessary, drafted Engineer’s Reports, and provided support during and leading up to the Proposition 218 ballot proceedings and legislative process.

Megan continues to provide many of the RDs with annual administer and on-going assessment support throughout the year.

Since early 2015, Megan has assisted with the program, financial, and funding agreement management provided to SAFCA by LWA. As part of SAFCA’s ongoing grant obligations, Megan has led the preparation of modeling and reporting that fulfills the State Department of Water Resources (DWR) requirements for grant funding. Megan’s work includes the preparation of expenditure and revenue reports, creation of annual budgets, and cash flow modeling for the Natomas Levee Improvement Project (NLIP) and Levee Accreditation Project (LAP). Megan aided SAFCA in the development and implementation of the project management and financial tracking framework for LAP.

Megan has worked closely with the Cities of Lathrop and Manteca, RD 17, and SJAFCA to assist with the development of a strategic financial plan to both garner Urban Flood Risk Reduction (UFRR) funding from DWR and to support adequate progress findings consistent with the Urban Level of Protection (ULOP) criteria for the cities of Lathrop and Manteca. Megan coordinated with a multidisciplinary team to compile necessary data including historical financial documents, project cost estimates, and area development projections to ultimately support the creation and analysis of a financing plan which includes three distinct funding programs. Megan continued to provide support to SJAFCA as they undergo implementation of the recommended funding programs including a development impact fee, a new special benefit assessment district, and an enhanced infrastructure financing district (tax increment financing). 1+530.665-8229
Master of Business
Administration,
Concentration in Finance,
University of the Pacific,
Stockton, CA, 2014
Bachelor of Science,
Managerial Economics,
University of California,
Davis, CA, 2011
Blue Shield of California,
2014-2015
Business Analyst
Sierra Plumbing Services,
Inc. 2009-2014
Office Manager
Sierra Sprinkler Services,
Inc. 2006-2014
Office Manager
Association of
Government Accountants
551
Patrick H. Soper
Analyst II
[email protected]
Patrick provides financial modelling and GIS/data analysis support to multiple ongoing projects at LWA.

Before joining the team in February 2020, Patrick earned his Master of Science in Quantitative Economics from Cal Poly San Luis Obispo. He also earned his Bachelor of Science in Business Administration and concentrated in Quantitative Analysis while at Cal Poly. He has experience completing data and statistical analysis for an offshore wind energy grant along the Central California Coast and experience in the wealth management industry.

Technical Proficiency
Throughout his educational career, Patrick developed a broad quantitative skill set focused around statistical analysis, econometrics, and other methods used for analyzing large and complex data sets. As a graduate student, he played a vital role on a grant for the Bureau of Ocean Energy Management to estimate the economic value of a proposed offshore windfarm. By using times-series techniques to model wholesale energy prices and energy production estimates, Patrick delivered projections of the windfarm’s annual economic value and extrapolated that value for future years.

Data Analysis for Special Benefit Analysis
Utilizing tools like ArcGIS and QGIS, Patrick has worked on special benefit calculations for many Small Communities Flood Risk Reduction (SCFRR) studies along with similar larger scale studies for the Watsonville and Pajaro communities. Specific responsibilities for these projects include calculating the flood risk reduction benefits of a specified project and alternatives, identifying local assessment capacity, evaluating proposed assessment rates, and developing accurate maps to support the decision-making process. Patrick also prepares technical and financial feasibility memorandums for the SCFRR projects he is involved with.

GIS Support
Using ArcGIS, Patrick supports flood risk reduction efforts for many communities across the central valley through GIS analytics and mapping efforts. Patrick leverages the tools at his disposal to efficiently create maps and tools to support the project management efforts of others at the firm.

Sacramento Area Flood Control Agency (SAFCA) – ARCF-16 Support Patrick has leveraged Microsoft’s PowerBI to develop dashboards which track key metrics and statistics for various components of the ARCF-16 project. This effort has included developing a program level database that interacts dynamically with the dashboard to accurately reflect the status of the project and projections of future progress. The dashboard will be a valuable resource to clearly illustrate the overall status of the ARCF-16 program to key decision-makers at the US Army Corp of Engineers and internal members of the SAFCA team as well. Patrick has led the technical aspect of the dashboarding effort and is responsible for the development of new graphics and ongoing maintenance of the database. In addition to his work on the dashboarding effort, Patrick also assists with the preparation of ARCF-16’s monthly In-Kind Credit packages.

Sutter Butte Flood Control Agency (SBFCA)
Patrick assists with the preparation of qualitative and quantitative financial reporting for internal and external entities and helps maintain the agency cash flow model. He also works to maintain other cost tracking models and help ensure accurate and timely preparation of reimbursement packages. 1+530.665-8940

CERTIFICATIONS/QUALIFICATIONS
Qualified Municipal Advisor
Representative (FINRA Series
50)

EDUCATION
Master of Science,
Quantitative Economics,
California Polytechnic State
University, San Luis Obispo,
2019
Bachelor of Science, Business
Administration, Concentration
in Quantitative Analysis,
California Polytechnic State
University, San Luis Obispo,
2018

PREVIOUS EMPLOYMENT
Bureau of Ocean Energy
Management Grant, 2018-
2019, Research Assistant
Vivid Financial Management,
2017-2018, Financial Analyst
1st Commercial Realty Group,
2019-2020, Financial Data
Consultant
Cal Poly San Luis Obispo,
2015-2019, Records Assistant
552
City of West Sacramento
Proposal for On-Call Financial Services (22-046-RFQ)
August 9, 2022
19 Proposal for On-Call Financial Consulting Services (22-046-RFQ) FINAL.docx E. References
The following individuals were intimately involved overseeing the services provided by LWA, as described for projects listed above in Public Agency Experience. These individuals can attest to the quality and effectiveness of the services provided.

1. Mark Strudley, Ph.D
Executive Director (Interim)
Pajaro Regional Flood Management Agency
701 Ocean Street, Rm 410
Santa Cruz, CA 95060
[email protected]

2. Blake Johns Greg Fabun
General Manager Previous Interim General Manager
Reclamation District 900 Reclamation District 900
889 Drever Street 1110 West Capitol Avenue, 2nd Floor
West Sacramento, CA 95691 West Sacramento, CA 95691
[email protected] [email protected]

3. Kyle Lang
General Manager
Reclamation District 537
P.O. Box 655
Woodland, CA 95776
[email protected]

4. Paul Devereux
Previous General Manager during DIF Implementation
Reclamation District 1000
1633 Garden Highway
Sacramento, CA 95833
[email protected]

5. Chris Elias
Executive Director
San Joaquin Area Flood Control Agency
22 East Weber Avenue, Suite301
Address2Stockton, CA 95202
[email protected]
553
City of West Sacramento
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20 Proposal for On-Call Financial Consulting Services (22-046-RFQ) FINAL.docx F. Local Benefit
LWA is not located within the City of West Sacramento and therefore would not bring any measurable local benefit to the Contract.

G. History
LWA has had no mergers or acquisitions in the last 3-years. LWA has four owners including: Seth Wurzel, Derek Larsen, Scott Brown and Eric Nagy.

H. Legal Challenges
There is no pending litigation against LWA, and the firm has not been convicted of, pled guilty to, or pled no contest to any felonies.

I. Fiscal Viability
LWA has not filed for bankruptcy or insolvency proceedings in the past 10 years, nor has LWA undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors.

J. Business License
LWA is registered with the Secretary of State to conduct business in the State of California. A copy of our Statement of Information is filed with the Secretary of State has been uploaded in the appropriate location where prompted in the online submission portal.
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21 Proposal for On-Call Financial Consulting Services (22-046-RFQ) FINAL.docx Regulatory Disclosure / Conflicts of Interest / Other Notices Larsen Wurzel & Associates is registered as a Municipal Advisory Firm with the U.S. Securities and Exchange Commission (SEC) and the Municipal Securities Rulemaking Board (MSRB). The firm’s MSRB ID Number is K0689 and its SEC ID Number is 867-01165.

MSRB Rule G-42 requires us to provide you with information regarding any conflicts of interest that we may have and with information about where to find our SEC filings on the SEC website.

Regarding conflicts of interest
As it relates to compensation, LWA charges for the services it provides on an hourly basis based on the time dedicated to the effort for which LWA is engaged. Our fees are never contingent on the size or closing of any transaction for which LWA is providing advice. We believe this type of compensation arrangement mitigates any potential for a conflict of interest related to compensation.

In the connection of providing Municipal Advisory services, LWA may determine, after exercising reasonable diligence, that it may have a material conflict of interest that could impair its ability to provide advice in accordance with its fiduciary duty to municipal entity clients.

To the extent any such material conflict of interest arises after the date of such disclosure, LWA will provide information with respect to such conflicts. At this time and to the best of our knowledge, no known material conflicts currently exist of this nature between Larsen Wurzel & Associates and the Yolo County Flood Control and Water Conservation District.

LWA serves a wide variety of other clients that may from time to time have interests that could have a direct or indirect impact on the interests of another LWA client. For example, LWA serves as municipal advisor to other municipal advisory clients and, in such cases, owes a regulatory duty to such other clients just as it would to you. These other clients may, from time to time and depending on the specific circumstances, have competing interests. In acting in the interests of its various clients, LWA could potentially face a conflict of interest arising from these competing client interests. LWA fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith with each client. Should LWA become aware of any additional potential or actual conflict of interest after an initial disclosure, LWA will disclose the detailed information in writing to each client, issuer or obligated person in a timely manner.

Where you can find more information
The MSRB has made available on its website (www.msrb.org) a municipal advisory client brochure that describes the protections that may be provided by MSRB rules and how to file a complaint with the appropriate regulatory authority. Copies of our registration filings with the SEC can currently be found by accessing the SEC’s EDGAR system Company Search Page which is currently available at https://www.sec.gov/edgar/searchedgar/companysearch.html and searching for either Larsen Wurzel & Associates or for our CIK number which is 1623107. As part of this registration LWA is required to disclose to the SEC any information regarding criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation involving LWA. Pursuant to MSRB Rule G-42, we are required to disclose any legal or disciplinary event that is material to your evaluation of us or the integrity of our management or advisory personnel. As reflected in our filings with the SEC, LWA has determined that no such events exist.

Received
______________________________________________________ _____________________ Name Date

REGULATORY DISCLOSURES
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City of West Sacramento
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August 9, 2022
22 Proposal for On-Call Financial Consulting Services (22-046-RFQ) FINAL.docx Technical Project Approach
LWA’s philosophy is to closely support and collaborate with agency staff to develop products that meet their specific needs on a case-by-case basis. Given the breadth of services begin requested under this RFQ, LWA would work directly with City staff to define and confirm the objectives for a specific task order, then collaborate to develop a detailed approach and scope of work. Once confirmed, LWA would develop the cost proposal to achieve the objectives and complete the scope of work in the timely manner. LWA is capable of working independently to develop “stand alone” documents; and we have acted as an extension of agency staff to provide technical support and perform analyses to support City developed products. The approach for each engagement would be based on the providing the City with the most cost effective and efficient method to meet specific project needs.

To demonstrate our philosophy for Project related engagements, a detailed approach for an Assessment District formation and a Development Impact Fee Implementation are provided below. Other funding mechanisms (e.g. special tax, EIFD, etc.) require significant planning to determine the appropriate approach and scope of work. Therefore, a detailed technical approach to these mechanism has not been provided.

Approach to Assessment District Formations
Following is LWA’s typical approach to preparing an Engineer’s Report and seeking property owner approval pursuant to the requirements of Proposition 218 and related assessment authorizing codes. This approach would be refined based on the specific services to be funded, an evaluation of general benefit, and the special benefits to be conveyed to properties.

Task 1 – Data Gathering and Research
LWA will seek to utilize all existing data available as a starting point to focus the effort required for this task. LWA will work collaboratively with the City to develop an approach that apportions the special benefit from the proposed services proportionately to each parcel within the benefit area as required by Proposition 218. LWA will work with City staff and its Engineer to identify the following items:
• Attributes of the benefitting property upon which to apportion benefit • The costs of any proposed projects and/or services to be funded by the special benefit assessment and a rough timing for their implementation
• Existing revenue sources that can be leveraged and any additional need to fund short falls as a result of the proposed projects/services
• The development of financing assumptions, as necessary to finance improvements and/or cash flow on-going services over the appropriate time horizon
It should be noted that a cash flow analysis is a key component of the annual cost determination / required budget process and will be utilized in the Engineer’s Report to support the determination of an annual assessment levy. 556
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23 Proposal for On-Call Financial Consulting Services (22-046-RFQ) FINAL.docx Task 2 – Benefit Allocation and Preparation of the Preliminary Engineer’s Report LWA will work with the City to develop a proportionate benefit spread methodology that may consider some or all of the following factors:
• Land use and/or structure types;
• Property improvements and parcel size;
• Relative value of land, structures and other improvements; • Industry standard factors and/or coefficients related to the project or service to be funded • Relative, normalized and/or equivalency factors related to project or service to be funded • Data from engineering analyses associated with implementation or provision of the projects/servicesto be funded • Creation of benefit zones for properties that receive similar benefit Based on these factors there may be multiple scenarios that could serve as the basis for defining and quantifying benefit.

LWA will evaluate all scenario to determine the appropriate basis for determine benefit. It is also important to note that new judicial review and rulings occur annually regarding special benefit assessment districts formed throughout the State, and as a result, the standard of review that a court has had over Engineer’s Reports is continually elevated. In general, the Engineer’s determinations of general and special benefit and the proportionality of special benefit between parcels have been highly scrutinized. The apportionment methodology is more defensible and able to withstand scrutiny to the extent that readily available information regarding the assessed parcels can be utilized to justify the apportionment.

Task 3 – Public Outreach and Implementation
LWA will provide project coordination and management support for the implementation of the proposed assessment.

This will include providing oversight and management of tasks related to the formation, notice and balloting requirements of Proposition 218, as well as the requirements of the specific legislation to be used to adjust an existing assessment or form a new assessment district.

LWA will work with the City’s legal counsel to evaluate the pros and cons related to the adjustment of the existing assessment or the formation of a new district. LWA recommends that the City ensure that there is sufficient budget to address needed legal support that independently represents the interests of the City as part of this process.

LWA is familiar with all types of assessment districts and has specific experience implementing those funding drainage and flood control improvements and associated O&M. In any case, the actions taken by the adoption of certain resolutions related to the imposition of a new assessment will generally include at minimum these steps:
• Declaration of City’s intention to form a new district (or modify an existing assessment) and the preparation of an Engineer’s Report; • Setting of a public hearing;
• Approval of a Preliminary Engineer’s Report;
• Mailing of protest ballots and notice of the public hearing; 557
City of West Sacramento
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24 Proposal for On-Call Financial Consulting Services (22-046-RFQ) FINAL.docx • Conducting the public hearing;
• Tabulating and certifying the protest ballot proceeding; • Approval of the Final Engineer’s Report; and
• The adoption of a resolution forming a new district or adopting a revised assessment.

LWA will attend the relevant Board meetings and prepare the needed communication for the Board to be informed on taking the necessary actions to implement a new assessment. Concurrent with the work outlined above, LWA will assist City and its Public Outreach consultant with property owner outreach efforts as required to maintain consistency between the public outreach messaging and the Engineer’s Report. LWA will utilize the parcel database developed for benefit/assessment apportionment for the purposes of distributing outreach materials, notices and official ballots, assisting the City Council and staff with the public hearing, and performing the Ballot Tabulation.

Should the assessment district formation be approved by property owners and adopted by the City Council, LWA will work with the Yolo County Department of Finance to submit the special benefit assessment roll for collection on the next fiscal year’s secured property tax bills. LWA will also work with City staff to process any direct billing as required.

Approach to Development Impact Fee (DIF) Program Implementation To implement a new DIF Program, an Nexus Study is required that will be the legal and financial basis of collecting fees.

The requirements of the Nexus Study are described with AB 1600 (the Mitigation Fee Act) and AB 602. LWA’s typical approach includes the following tasks:

Task 1: Establish Nexus or Fair Share of Capital Project to be Fund by the DIF The first part of this task is to determine the amount of development that will participate in the fee program. Typically, an existing Capital Improvement Program (CIP) is leveraged to identify improvements anticipated to occur over a long timeframe (i.e. 30+ years). LWA will review the planned development and each capital project that is to occur within predefined, or newly defined, boundaries, as well as provide a determination of the portion of the facilities that can be reasonably related to new growth through a Development Impact Fee program. This establishment of nexus is crucial to the integrity of the entire fee program. It is important not only to establish nexus in terms of a "relationship" between costs and development, but the portion of the cost allocated to new growth must also be reasonable and based on demonstrated need or demand for services.

LWA will assess and quantify the scale of new development expected to occur through timeline established by the CIP, considering the following factors:
• Any existing moratorium on or regulatory impediments to new development; • Anticipated range of land that is expected to be acquired for purposes other than currently zoned (e.g. habitat mitigation);
• Approved and/or partially built projects that may or may not be subject to a new DIF; • Proposed projects undergoing entitlements within the study area; and • Vacant land zoned for development.

LWA will review existing documents (such as the City’s General Plan or a Specific Plan, other planning documents, and project files and development agreements), and will also conduct interviews with a variety of other stakeholders to 558
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25 Proposal for On-Call Financial Consulting Services (22-046-RFQ) FINAL.docx identify the most likely range of new development potential within the study area over the selected planning horizon. The development plan will identify the scale of residential development and non-residential development, as well as a breakdown of any subareas within the study area. This development will be summarized in a table delineating the number of development units by land use that could reasonably be expected to participate in a new DIF Program.

Task 2 – Prepare Cost Allocation Model
Once the amount of development is quantified, LWA will prepare a Cost Allocation Model by applying relative equivalency factors to each land use to determine the amount of impact each land use has on projects included within CIP. The cost allocation model will allocate costs to each land use and subarea, and then calculate the appropriate fee. The Cost Allocation Model should be reviewed by City staff and potential key stakeholders, making any corrections or refinements necessary finalize the study. Fees will be calculated on per square foot of development basis unless is determined appropriate that they can be calculated on an alternate basis subject to the requirements of AB 602 to justify an alternative basis.

Task 3 – Prepare Nexus Study Report
Once the Cost Allocation Model is general accepted, LWA will prepare a Nexus Study Report, which documents the findings necessary to establish the fee and address the requirements of AB 1600 and AB 602. The report will state the proposed fees for each land use by location and the necessary supporting analysis and findings. Before issuing a Draft Study for public review, LWA will first submit an initial draft for City staff and legal review. LWA will then prepare the Draft Report and present the Draft Nexus Study at a public hearing plus any additional public workshops scheduled by the City.

Following public meetings and barring any major protest of Draft Study, LWA will prepare the Final Nexus Study for adoption by the City. As needed, LWA will also support the preparation of draft required notices, resolutions and ordinance language for review by City Staff and legal counsel in support of the required public hearings and fee adoption processes. It should be noted that with the passage of AB 602, separate hearings are required for approval of the Nexus Study and adoption of the Fee.

Task 4 – Develop Collection Procedures
In order to implement the DIF, the City will need to amend existing or implement new collection procedures for City staff to administer the DIF. LWA will support this process by preparing an administration procedures manual for review with City staff, and incorporate any modifications needed to provide clarity in determining the application and computation of the DIF.
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PROPOSAL TO PROVIDE

ON-CALL FINANCIAL CONSULTING SERVICES

TO THE CITY OF WEST SACRAMENTO

REQUEST FOR QUALIFICATIONS
22-046-RFQ
BY
AUGUST 9,
2022
560
West Sacramento - On-Call Financial Consulting Services (22-046-RFQ) - (NHA Advisors, LLC) 2 | P AGE

TABLE OF CONTENTS
I. PROPOSAL TRANSMITTAL LETTER............................................................................................................................3 Proposer’s Name and Contact.........................................................................................................................4 Statement of Offer ..........................................................................................................................................4 Conflict of Interest...........................................................................................................................................4 City Contract Terms.........................................................................................................................................4 Subcontractors................................................................................................................................................5 Signature and Authority ..................................................................................................................................5 II. PROPOSER’S MANDATORY QUALIFICATIONS AND EXPERIENCE.....................................................................................7 Organization ....................................................................................................................................................7 Experience .......................................................................................................................................................8 Public Agency Experience................................................................................................................................8 Personnel.........................................................................................................................................................9 References.....................................................................................................................................................11 Local Benefit..................................................................................................................................................12 History ...........................................................................................................................................................12 Legal Challenges............................................................................................................................................12 Fiscal Viability ................................................................................................................................................12 Business License ............................................................................................................................................12 III. TECHNICAL PROJECT APPROACH...........................................................................................................................13 On-Call Consulting.........................................................................................................................................13 Community Facilities Districts (CFD’s) & Assessment Districts (AD’s) Formation.................................14 Property Tax and Special Tax Financing Analysis..................................................................................15 Preparation of Finance Plans.................................................................................................................16 Financial/Municipal Advisor Services....................................................................................................16 Debt Analysis (And Post Issuance Compliance).....................................................................................17 Long-Term Financial Modeling and Projections....................................................................................18 Other Financial Analysis and Services...................................................................................................20 Bond Work.....................................................................................................................................................23 IV. RATE SHEET ......................................................................................................................................................23 APPENDIX A: NHA’S BUSINESS LICENSE........................................................................................................................24 561
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4040 Civic Center Drive, Suite 200
San Rafael, CA 94903
Office: 415.785.2025
www.NHAadvisors.com
I. PROPOSAL TRANSMITTAL LETTER
August 9, 2022
Marc Rotteveel, Finance Analyst
City of West Sacramento
1110 W Capitol Ave
West Sacramento, CA 95691
RE: West Sacramento - On-Call Financial Consulting Services (22-046-RFQ) - (NHA Advisors, LLC) Dear Mr. Rotteveel:

NHA Advisors, LLC (“NHA”) is pleased to submit our proposal to provide on-call financial consulting and advisory services to the City of West Sacramento (the “City”) in response to the City’s RFP. In this transmittal letter and in the body of this proposal, it is our intention to succinctly state the core attributes that NHA will add to the City’s efforts to make sound financial decisions. Beyond NHA’s breadth and depth of experiences and expertise that will measurably enhance the City’s fulfillment of its objectives, NHA brings a method to every assignment in service to every client. This is rare in the financial consulting and municipal advisory business. NHA believes in, and practices, a client-centered (i.e., fiduciary-first vs. deal-driven) approach.

NHA’s value proposition to the City is direct and simple -- we will strive to be your trusted advisor by bringing our fiduciary ethos to every financial consulting AND educational and advisory engagement we work on. Period. This means that we are NOT transaction-driven (we are process-driven). NHA’s process is always to conduct the deepest due diligence, make sure decision-makers understand ALL the options, and translate complex financial information in an objective way to allow for a thorough, client-specific decision-making process. For the City, we believe that this approach starts with a comprehensive view and understanding of your long-term financial position, objectives, and constraints. Then, we would listen closely to gain an even more detailed understanding with respect to specific situations and opportunities by conducting a thorough investigation of all facts and options to develop a comprehensive plan of action from which the City could either take action upon or direct its financial consultant to execute.

NHA appreciates the City’s well known entrepreneurial spirit and has experience working closely with other California cities that also think creatively to execute / implement innovative projects and programs. We are proud to support and serve cities like Pittsburg, Oxnard, Lancaster, Industry, Berkeley, Riverside, Martinez, and even smaller towns like Gonzales (Monterey County), whose elected officials and staff think big and are continuously striving to make positive changes in their communities. We like to think that, through our fiduciary ethos, our decades of experience and our best-in-class level of service, NHA assists our clients to make dreams turn into reality while always being mindful that preservation of a city’s financial foundation is required to ensure that city stakeholders are provided with the high level of services and facilities that they require and deserve.

As we will demonstrate in the body of this proposal, NHA possesses the wide range of expertise and depth of experiences that a city such as West Sacramento requires from a financial consultant that you will rely upon for on-call assignments. As a measure of this statement, we have recently worked with clients to act as their agent in negotiation with developers regarding terms for the formation of a CFD, investigated initiating a municipal broadband service, provided due diligence for negotiating sales tax point-of-sale requirements in a DA, developed 562
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comprehensive and customized financial forecasting models and reporting, translated a set of complex water rate study alternatives to a city council, educated electeds/staff/other stakeholders on pension cost management strategies, advised upon EIFD formation, advised upon a large solar micro-grid development and creation of a public power authority, investigated and reported on use of cryptocurrency and blockchain approaches to municipal finance, and many, many other unique ad-hoc assignments.

Also, while not the focus of this proposal, it is worth noting that NHA has executed upon all types of tax- or revenue-backed bond structures. According to data published by the California State Treasurer’s office, NHA is the #1 municipal advisor to California cities north of Kern County, in terms of completed financing transactions from 2018 to present.

Additionally, as we will illustrate in this proposal, NHA works continuously to bring a range of services and ideas that are useful to our clients. As will be shown and discussed, NHA formed 8 practice groups to address areas that our clients had told us mattered to them. NHA has made it our business to become expert in areas such as climate change impacts (i.e., wildfire risks, rising sea levels), pensions, P3/economic development negotiations, and continuing disclosure to provide meaningful ideas and advice to our clients when those issues arise and we are called upon to contribute.

Finally, we believe that being the City’s trusted financial consultant requires something more. We believe that when called upon to execute upon a consulting project for our clients, it is imperative that NHA, as your consultant/advisor, “leans in” on all aspects of said project. As is evident in our approach to serving our clients via the initial fact gathering, analysis, options creation, and client discussions, NHA assumes an active project management role. As such, we become our clients’ agent throughout the process and, instead of just passively providing coordination of a process, in all respects we energetically advocate and prosecute the interests and objectives of our client. We believe that NHA’s essential role is to be the “quarterback” of a project and to be responsible and accountable to our client for realization of their objectives.

Thank you for inviting NHA to submit a statement of our credentials to the City. We stand ready to answer any questions and look forward to discussing our proposal to serve the City in greater detail during an interview process, if that is the City’s desire. Thank you for your consideration.

Proposer’s Name and Contact
NHA Advisors, LLC is the Proposer making this Proposal. Eric Scriven, Principal, is the representative from NHA that the City should contact regarding the Proposal. He can be reached at Email: [email protected]; Telephone: (415) 785-2025 x2003; or Mail: 4040 Civic Center Drive, Suite 200, San Rafael, CA 94903.

Statement of Offer
This proposal is an offer to complete the Scope of Work identified in the City’s RFP. The offer, including the Cost Proposal rates and budget (see NHA’s separately uploaded Rate Sheet) will remain valid for a minimum of ninety (90) business days after the Proposal due date.

Conflict of Interest
NHA has no conflict of interest, nor does any individual who shall perform work under the Contract. Please refer to the “Conflicts of Interest and Other Matters Requiring Disclosures” section of our disclosures here for more detail.

City Contract Terms
NHA has reviewed and accepted, without qualification, the City’s Standard Contract and Insurance Requirements. 563
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Subcontractors
NHA does not intend to use subcontractors, subconsultants, or other contracting parties to complete the Scope of Work unless directed by the City.

Signature and Authority
The NHA representative executing this letter, as a partner in the firm, is empowered to bind NHA to the provisions of the RFP, and any contract awarded pursuant to it. Evidence of this authority is attached immediately following this letter.

Eric Scriven
Principal, NHA Advisors, LLC
[email protected]
(415) 785-2025 x2003
4040 Civic Center Drive, Suite 200
San Rafael, CA 94903
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II. PROPOSER’S MANDATORY QUALIFICATIONS AND EXPERIENCE
Organization
NHA is a financial consultant and municipal advisory firm headquartered in San Rafael, California. NHA provides
comprehensive financial consulting services to public agencies throughout California. NHA has provided consulting and municipal advisory services since 2000 (originally as Northcross Hill & Ach) and currently works with over 80 California public agencies to provide on-call consulting services and create/execute financing solutions for capital projects. In addition to NHA’s municipal advisory work (140+ financings / $4.2B since 2018), NHA is proud of its robust consulting practice (290+ consulting assignments since 2018) that enables us to serve our clients in sometimes more meaningful ways that most other advisors in our business cannot or will not do. This consulting practice will be the focus of this proposal.

Our experience with public agencies spans from small rural special districts to major metropolitan agencies which, in combination with our principals’ 30+ years in the industry, enables us to bring creative examples to our clients as challenges and/or opportunities come up that require ideas, advice, or execution to achieve their objectives. NHA is fully aware of California public agencies’ time and staff resource constraints which has required NHA to “lean in” to provide “extension of staff” services. By inclination, and in observance of the “NHA Way”, we have embraced this part of our business. Information on NHA’s years in business, organizational history, total number of employees, licenses and registration, and office location can be found in the table below.

NHA Advisors, LLC – Company Information
Organization Type California Limited Liability Company (LLC) Years in Business / Organizational History DBA: NHA Advisors, LLC 2011-Present DBA: Northcross Hill & Ach 2000-2011
Firm Ownership Principals: Mark Northcross, Craig Hill, Eric Scriven Principals’ Industry Experience
VPs’ Industry Experience
Northcross (41 yrs.), Hill (33 yrs.), Scriven (32 yrs.) Meyer (19 yrs.), Schmidt (18 yrs.), Bloom (15 yrs.)
Number of NHA Professional Staff 10
Licenses held by NHA Staff
Municipal Advisor Representative (MSRB Series 50 –
10) & Municipal Advisor Principal (MSRB Series 54 –
1)
Registrations with Regulatory Bodies SEC and MSRB
Office Location / Office from which Services will be
Performed
4040 Civic Center Drive, Suite 200
San Rafael, CA 94903
NHA Clients Served*
*Dots represent client engagements from 2012 - Present
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Experience
As mentioned above in the table summarizing NHA’s company information, NHA has been performing the services required to complete the City’s Scope of Work to public agencies in California since 2000, first as Northcross Hill & Ach, and then as NHA Advisors LLC. Craig Hill, Eric Scriven, and Mark Northcross, the three principals of NHA, have 33 years, 32 years, and 41 years of experience in public finance, respectively.

Public Agency Experience
Public Agency
Client On-Call Consulting Assignments
Key Personnel
Involved
Subcontractor
Involvement
Watsonville
Financial Forecast Project (modeling with sensitivity
analysis capability, “dashboard” inputs and graphical
reports)**
Craig*,
Christian*, Roy None
El Monte Financial forecast development in preparation for a UAL restructuring bond issuance
Eric*, Mike*,
Roy None
Galt CFD Formation project management; City
representation/advocacy during DA negotiations** Eric* and Craig* None Pittsburg
Water Rate Study consultant management, model
validation, “translation” to Council for approval;
Broadband development partner proposal analysis**; DA
review and analysis with respect to economics, City sales tax point of sale strategy; “Going Green” support
Eric*,
Christian*, Roy None
Gonzales Microgrid advisory/consulting**; Initiation, support for EIFD formation
Eric*, Leslie*,
Roy None
Selma
CFD Formation project management; City
representation/advocacy during DA negotiations;
pension costs education; GO Bond election (successful!) support**
Eric* None
American
Canyon
CFD Formation project management; City
representation/advocacy during DA negotiations; Energy
efficiency project funding analysis
Eric*, Craig*,
Christian*
None
Paso Robles Pension Education & Section 115**; CFD Formation / Developer negotiations**
Craig* and
Mike*
None
Ukiah Negotiations/financial support for conflict resolution with local wastewater special district**
Eric*, Mike*,
Christian*
None
Berkeley Blockchain and Crypto Research**, Analysis and Presentation to staff; GO Bond election support
Craig*,
Christian*, Roy None
*Key personnel for proposal denoted
**Case study provided in body of this proposal
NHA has no contractual relationship with the City currently nor during the past five years. A sampling of Northern California clients of similar population size or attributes to West Sacramento (formerly robust RDA, active CFD program and/or development activity, full-service city, etc.) are Pittsburg, Rancho Cordova, Yuba City, Hanford, and Martinez. We encourage you to call on any of the above noted Cities’ executive staff for a reference check on our efforts to provide on-call, ad-hoc consulting services (or just for excellent accessibility to provide ideas, advice, referrals, diligence).
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Personnel
NHA prides itself on accessibility and responsiveness as key ingredients to our team providing its best-of-class client service. NHA’s “no-silos” approach to ensure total client satisfaction is a core attribute of our mission. Given that on-call consulting services requires a wide breadth and depth of experiences, it would be NHA’s intention to deploy the most effective and efficient mix of professional resources in combination with the leadership of Principal, Eric Scriven, and Managing Principal, Craig Hill.

NHA will designate Eric Scriven (Principal) as day-to-day point of contact and Craig Hill (Managing Principal), as colead project manager. The other eight members of NHA will also serve the City in some capacity, with five of the eight being part of the assigned team with Eric Scriven and Craig Hill, and the remaining three acting as support staff members that can be called upon when needed. Below, we identify the seven NHA professionals who will be assigned to the City’s requested on-call consulting service requests/requirements.

NHA does not intend to use subcontractors to complete tasks within the City’s Scope of Work unless directed to do so by the City.

Eric Scriven, Principal. Mr. Scriven’s career serving California public agencies began in 1990. As a generalist, he has
expertise is in all facets of local government operations and finance and takes great pride in “doing what it takes” to be an agent for his clients and to serve them with sound advice in all facets of their operations. Recent consulting assignments have included CFD formation project
management/development terms negotiations, water
enterprise capital planning/translation of a rate study that required increases to electeds/ratepayers, pension cost management strategies education, financial forecast
development, evaluation of energy efficiency project
proposals, and strategic advice with respect to standing up a municipal power authority in conjunction with a utility scale micro-grid development. Mr. Scriven has worked on consulting assignments with similar citiesto West Sacramento (size, attributes, etc.) such as the cities of Pittsburg, NHA’s Assigned Team
Name Eric Scriven* Craig Hill Mark Northcross Rob Schmidt Leslie Bloom Mike Meyer Christian Sprunger Title Principal Managing
Principal Principal Vice President Vice President Vice President Assistant VP Licenses Series 50,
Series 54 Series 50 Series 50 Series 50 Series 50 Series 50 Series 50 In Public
Finance Since 1990 1989 1981 2004 2007 2003 2016
Relevant
Expertise
General City
finance, pensions,
utility, land
secured finance
General City
finance and
development
finance; voterapproved revenue
measures
Infrastructure
finance, public
policy, utility
financing, climate
change
infrastructure
Infrastructure
finance, land
secured finance,
continuing
disclosure,
quantitative
analysis, credit
analysis
General fund &
land-secured
finance, utility
finance, credit
analysis
Pensions (POBs and
UAL Restructuring);
General City
Finance
General City
finance, Landsecured finance,
utility finance,
cashflow modeling
Education BS & MBA
UC Berkeley
BS
UC Davis
BA
UC Irvine
BA
UCLA
BS
University of
Arizona
BS
UCSD
MS
Indiana University
Phone
415.785.2025 x2003 x2001 X2002 x2006 x2009 x2004 x2007
*Day-to-day Contact for City
Craig Hill
Managing Principal
Mark Northcross
Principal
Eric Scriven
Principal
Rob Schmidt
Vice President
Mike Meyer
Vice President
Christian Sprunger
Assistant VP
Roy Kim
Associate
Matt DeFilippis
Analyst
Leslie Bloom
Vice President
NHA Advisors, LLC
Organizational Chart
Adrian Gonzalez
Analyst
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Hanford and Martinez, to plan for and finance their infrastructure needs. Mr. Scriven holds an MBA, from Haas School of Business, and a B.S. in Urban Land Economics and Finance, both from University of California, Berkeley.

He holds a Series 50 and 54 License from the SEC.

Craig Hill, Managing Principal. Mr. Hill’s career serving California public agencies began in 1989. Mr. Hill manages the firm’s day-to-day operations as well as NHA’s local government finance group and clean energy practice group.

Mr. Hill has extensive experience with financing infrastructure for local agencies and understands the issues typical of growing communities along with key experience in voter-approved initiatives, budget and financial projections analysis, and public policy consulting. Regarding consulting assignments related to the similarly sized (or of similar attributes) cities noted above, Mr. Hill has worked with the cities of Rancho Cordova, Yuba City and Martinez to plan for and finance their infrastructure needs. Mr. Hill holds a B.S. in Managerial Economics and a B.S. in Agricultural Economics, from University of California, Davis.

Mark Northcross, Principal. Mr. Northcross has more than 40 years of public finance experience in California and manages NHA’s public private partnership, economic developments, and climate change practice groups. He has managed the formation of CFD’s for P3’s throughout the State since 1987. Mr. Northcross’s career in the land development business began in 1974, when he did the fiscal impact analysis for EIR’s for new developments in southern California. Mr. Northcross holds a B.A. in Social Sciences from University of California, Irvine.

Rob Schmidt, Vice President. Mr. Schmidt’s career serving California public agencies began in 2004, including several years as a special tax consultant. Mr. Schmidt manages the continuing disclosure practice along with supporting the land-secured & development practices. Mr. Schmidt is a staple in NHA’s land-secured financing teams, having worked on the majority of NHA’s land-secured projects since 2010. Mr. Schmidt’s California redevelopment experience includes work in El Cerrito, Lakeport, Hayward, Ukiah, Willits, Rocklin, and Sonoma.

Mr. Schmidt holds a B.S. Economics with a Specialization in Computing from University of California, Los Angeles.

Leslie Bloom, Vice President. Ms. Bloom’s career serving California public agencies began in 2007. Prior to joining NHA in 2021, Ms. Bloom served her clients as a banker, most recently with Raymond James. In an investment banking role, Leslie completed over 200 senior managed and private placement financings totaling more than $3.5B, working with a wide variety of public agencies throughout the State. Ms. Bloom brings to NHA clients her exceptional due diligence, analytical (including credit), and project management skills to ensure optimal analysis and results are secured for both consulting and financing assignments. Ms. Bloom’s experience includes general fund lease, tax allocation, land secured, utility (water and wastewater), sales tax, general obligation, pension obligation, and short-term notes. Ms. Bloom holds a B.S. in Accounting and Finance from University of Arizona.

Mike Meyer, Vice President. Mr. Meyer’s career serving California public agencies began in 2003, with half of this time spent as a banker. Mr. Meyer manages NHA’s Pension and Fiscal Sustainability Group and has analyzed pensions and POB structuring solutions since 2006. He has worked on each of the firm’s pension consulting (75+) and POB (20+ / $1.8B+) engagements since 2014. Mike is also an experienced generalist, having completed over 200 bond financings using all types of structures, including utility revenue, lease revenue, sales tax and transportation revenue, TABs, and land secured. Mr. Meyer holds a B.S. in Management Science, from University of California, San Diego.

Christian Sprunger, Assistant Vice President. Mr. Sprunger has worked in public finance since 2016, during which time he has worked on over one hundred financings for California municipal issuers, totaling over $2.2B. While an experienced generalist, Mr. Sprunger has honed his skill with enterprise fund cashflows and coverage modeling.

Mr. Sprunger takes an active role in managing each project he is assigned to. Mr. Sprunger holds a M.S. in Finance, from Indiana University, and a B.S. in Biological Sciences, from Biola University. 569
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Roy Kim, Associate (Support Staff). Mr. Kim will be available to provide support, as needed, to the assigned team.

Mr. Kim has worked in public finance since 2018. Mr. Kim holds a M.S. in Finance, from Johns Hopkins, and a B.A. in Global Studies, from University of California, Santa Barbara.

Matt DeFilippis, Analyst (Support Staff). Mr. DeFilippis will be available to provide support, as needed, to the assigned team. Mr. DeFilippis has worked in public finance since 2021. Mr. DeFilippis holds a B.A. in Applied Mathematics from University of California, Berkeley.

Adrian Gonzalez, Analyst (Support Staff). Mr. Gonzalez will be available to provide support, as needed, to the assigned team. Mr. Gonzalez has worked in public finance since 2022. Mr. Gonzalez holds a B.B.A in Finance from the University of Texas, El Paso.

References
Public Agency
Client Description of Consulting Services Key Contact Contact Information American
Canyon*
CFD Formation project
management; City
representation/advocacy during DA
negotiations; Energy efficiency
project funding analysis
Jason Holley,
City Manager
[email protected]
(707) 647-5323
4381 Broadway Street, Suite 201
American Canyon, CA 94503
Rancho
Cordova*
CFD Formation project
management
Kim Juran
Karageorgiou,
Administrative
Services Director
[email protected]
(916) 851-8731
2729 Prospect Park Drive
Rancho Cordova, CA 95670
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Public Agency
Client Description of Consulting Services Key Contact Contact Information Paso Robles*
CFD Formation / Developer
negotiations**
Ryan Cornell,
Administrative
Services Director
[email protected]
(805) 237-3999
821 Pine Street, Suite A
Paso Robles, CA 93446
Pittsburg*
Various ad-hoc consulting regarding
broadband**, water rates/funding
plan, DA terms/review, “Going
Green” support
Paul Rodrigues,
Finance Director
[email protected]
(925) 252-4848
65 Civic Avenue
Pittsburg, CA 94565
Ukiah*
Negotiations support for financial
separation with special district**;
pension costs management
consulting
Dan Buffalo,
Finance Director
[email protected]
(707) 463-6220
300 Seminary Avenue
Ukiah, CA 95482
*Scriven, Hill or both are primary NHA support for this client **Case studies provided in body of this proposal
Local Benefit
If NHA is retained by the City, the firm will purchase a City business license. Otherwise, unless directed by the City to do so, NHA does not expect to utilize local vendors, suppliers, labor, or subcontractors in our role as a consultant to the City.

History
There have been no mergers, acquisitions, or sales related to NHA’s organizational structure within the last three years.

Legal Challenges
NHA has no pending litigation against it. NHA does not have any legal events and disciplinary history on its Form MA and Form MA-I, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. The City may electronically access NHA Advisors’ most recent Form MA and each most recent Form MA-I filed with the Commission at the following website: www.sec.gov/edgar/searchedgar/companysearch.html. There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA-I filed with the SEC.

NHA’s response to this RFP for On-Call Consulting Services does not necessitate our typical conflicts of interest disclosure statement. However, if needed, please find our typical disclosures at the following link: NHA Advisors, LLC – Municipal Advisor Disclosures.

Fiscal Viability
NHA, or its predecessor firm, has never filed (nor had filed against it) any bankruptcy or insolvency proceeding, whether voluntary or involuntary, nor undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors.

Business License
Please see Appendix A for a copy of NHA’s Statement of Information (LLC) filed with the California Secretary of State.
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III. TECHNICAL PROJECT APPROACH
NHA is prepared to provide services related to many of the tasks listed in the City’s Scope of Work, including Community Facilities Districts (CFD’s) and Assessment Districts (AD’s) formation; Property tax and special tax financial analysis; Preparation of Finance Plans; Financial/Municipal Advisor Services; Debt Analysis; Long-Term Financial Modeling/Projections; and Other Financial Analysis/Services. NHA anticipates that other tasks not fulfilled by NHA that are listed in the City’s Scope of Work will be fulfilled by firms with the appropriate expertise, qualifications, and registrations (e.g., engineering firms). Information on NHA’s approach to the tasks listed above can be found in the “On-Call Consulting” section below.

NHA affirms that it has knowledge of, through its extensive consulting experience and executing upon transactions that rely upon the following acts and laws, Mello Roos of 1982, AB 1600 Mitigation Fee Act, IFD/EIFD laws, and Proposition 218 Requirements. However, NHA does not possess the legal qualifications to be considered expert in these acts and laws.

While we understand the City is primarily interested in consulting services, there are items in the City’s Scope of Work, such as “Financial/Municipal Advisor Services”, that are closely associated with NHA’s work on bond transactions as a municipal advisor. If the City is interested in reading about NHA’s bond credential and approach to such work, please see the very brief “Bond Work” section that follows the “On-Call Consulting” section below.

On-Call Consulting
As noted above, NHA provides an unmatched breadth and depth of experience on many, but not all, of the askedfor services noted in the City’s RFP. Many clients rely on NHA for strategic financial planning, policy advice, crosscollaboration with other consultants and general support to staff on a wide range of issues. NHA always likes to be the “first call” when something comes up and we will be very happy to give recommendations as to other potential consultants who may be able to satisfy our clients’ needs when the requested tasking or information does not fall within our expertise.

Since 2018, NHA staff has completed over 290 unique consulting projects, many of which did not result in a financing. While this level of service may not be common with other municipal advisors, our “extension of staff” style has become a core part of our services and a critical benefit to many of our public agency clients. As noted in our cover letter, NHA formed eight practice groups to address issues our clients told us mattered most to them.

CalPERS pension and fiscal sustainability consulting services have been a rapidly growing element of our consulting practice, helping to address the concerns of our clients given rapidly growing pension costs and the continuing needs to fund deferred maintenance and critical services. More recently, with environmental changes and 572
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extreme weather events impacting our clients’ and their communities, NHA has aggressively stepped up our efforts to support our clients as they pivot to position themselves to do their part to mitigate their carbon footprint and adapt to the risks that the changing environmental conditions pose. Below, we provide a deeper explanation of NHA’s experience (with several case studies) with respect to the City’s Scope of Work.

Community Facilities Districts (CFD’s) & Assessment Districts (AD’s) Formation NHA has worked on over 30 unique development consulting and financing projects for public agencies. Our relevant experience includes new development infrastructure financing districts, utility facilities, public safety, and other governmental facilities. NHA principals have formed more than 50 CFDs (including 18 master planned communities) and developed comprehensive financing plans throughout the buildout process. Features of our financing plans include school mitigation, impact fee credits, use of inflators, partial prepayment by merchant builders, and City participation in major offsite projects.

Recent and in-progress experience includes CFD formation for the cities of Seaside, Selma, Paso Robles, Oxnard, Galt, Rancho Cordova, and American Canyon. The team that NHA has assigned to the City includes the core members that have worked on these and other CFD formations. For a closer look at how NHA approaches a CFD formation, please see the case studies below.

Case Study: Galt Residential Development CFD Formation
NHA was retained by City of Galt in early 2018. The City had recently completed a large annexation for 1,300 acres and required assistance negotiating terms for the master-plan developers request for formation of an infrastructure Community Facilities District. Unfortunately, an earlier development agreement (DA) had been put into place a number of years before which provided insufficient recapture of City and the local special fire district’s costs to provide ongoing services.

Given that the City had determined that several landscape and lighting funding districts (due to a lack of an annual CPI adjustment) were not providing sufficient funding for those costs, the City strongly advised NHA that it could not afford this type of “financial leakage” on any future development projects, particularly on the proposed large master planned development.

The developer had provided their own fiscal impact report which detailed their proposed amount of special tax per residential lot and developed home. These figures were presented forcefully to the City by the developer’s consultant—a specialist in such negotiations. NHA and the City’s own special tax consultant reviewed these figures and immediately disputed the assumptions, methodology and results. The City contracted for its own fiscal impact report and outlined what it determined were the appropriate assumptions based upon its detailed review of its costs and certain positive and negative trends in its revenue base. This report created the basis from which NHA, as the City’s lead advocate / negotiator “pushed back” during the ensuing discussions with the developer and their consultants. After a lengthy series of proposals and counter proposals, the developer largely accepted the City’s assumptions, methodology and Rate and Method of Apportionment formula. The City did provide for some flexibility in the RMA if some of the developer’s sales price assumptions did come to fruition, the RMA would adjust for that.

NHA also led the discussions for the City to put into place a standard method and approach to all future developments being annexed into a City services-only CFD to ensure that no future developments would create “financial leakage” and become a burden upon service levels for existing residents.

Case Study: Paso Robles Master Planned Development Fiscal Impact/Policy Planning Paso Robles was approached by two development teams starting in 2018 for the first large scale residential development projects in the City’s history. Traditional development had been for 573
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smaller projects that were subject to existing fee schedules and entitlement processes. Starting with the ChandlerSouth Olsen project (and quickly moving into the Beechwood project), the City realized it needed to develop the appropriate policies around new development and the impact on facilities and services going forward. Both developments also requested CFD assistance to fund services and anticipated facility improvements. NHA Advisors brought its land secured and CFD experience to the City to manage the education process and assist in the development agreement negotiations. We worked with City staff and outside consultants to develop the policies and financing plans to implement as these new developments go into place. Future work will include formation of the CFDs and potential issuance of special tax bonds as the projects progress.

Property Tax and Special Tax Financing Analysis
When NHA’s clients are interested in evaluating funding mechanisms, such as general obligation bonds and a special parcel tax, we can develop analyses for the client that provide them with preliminary tax impacts and bonding capacity under multiple scenarios. NHA maintains a few different models that allow us to efficiently analyze the client’s property tax roll and make useful comparisons between a general obligation bond and a special parcel tax.

NHA has recently provided such analyses to cities such as Berkeley, Lakeport, Martinez, Calistoga, Saratoga, Selma, and Walnut Creek. Please see the case studies below showcasing NHA’s work with the cities of Selma and Martinez.

Case Study: Selma 2017 Police Station Project/General Obligation Bond Authorization NHA Advisors provided strategic planning and financial analysis to help identify the funding sources to meet the project’s cost estimates. Previously, NHA had introduced the City to a lobbyist who was successful in securing a $4 million “earmark” from the State for the Project. Working with City staff to identify existing sources of funds, potential value-engineering savings, projected other revenues and bond proceeds, NHA was able to develop a financing plan that culminated in the City breaking ground on the project in 2019.

As part of a comprehensive funding plan, NHA Advisors, as project manager, secured the services of an election polling and ballot measure specialist to work with the city to ascertain, create and implement a successful ballot measure election. NHA provided the financial analysis that supported this effort. The ballot passed its 2/3 threshold by 1 vote! NHA was then tasked to manage the financing process, which included putting the credit presentation together, reviewing all legal and disclosure documentation and overseeing the bond sale and closing process.

NHA has provided municipal advisory services to the City of Selma since the firm’s inception. During this time, the City has called upon NHA for advice or to execute consulting and financing projects that have helped enhanced the City’s fiscal position.

Case Study: Martinez 2022 Open Space Parcel Tax Election Support In 2021, NHA was tasked to analyze various revenue measure approaches (general obligation bonds, parcel tax, and sales tax) to fund the purchase of a vacant parcel of land for $20 million.

This land would be retained as open space for the benefit of the community. NHA utilized County Assessor roll data to analyze assessed values, land use, and other information to explore the various options and their impacts on taxpayers. NHA presented detailed analysis to the City on their options for financing the purchase. This presentation included a comparison of a general obligation bond versus a parcel tax as a means for financing public improvements. 574
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Based on NHA’s analysis, the City Council chose to put a parcel tax on the ballot and the measure received approval from voters at the June 2022 election for a parcel tax to fund the land acquisition. NHA is currently working with the City on a $20 million financing based on that parcel tax.

Preparation of Finance Plans
Being an active municipal advisor for a variety of public agencies in California means that NHA has experience preparing finance plans for projects of all sizes and credits. If the City was looking to finance capital projects, NHA’s methodology for developing a funding strategy starts with a comprehensive impact analysis that incorporates long-term revenue and expenditure projections, anticipated one-time costs and any other items that may affect the overall cash flows of the City. Understanding the structural financial strength prior to developing a financing plan is critical to the viability of any plan that will become the working document going forward for 5-10 years as capital projects and future financings are implemented.

Once the baseline financial model is developed, NHA focuses on the identified capital projects, timing, cash flow needs and potential external funding resources. This subset will be incorporated into the model described above in order to calculate the cash flow impact on the overall City financials. Our modeling is dynamic and will adjust for various assumption changes (budget, project costs, etc.).

In addition, prior to any recommendation on a financial plan, NHA will review historical staff reports, presentations, or other information to help frame ancillary concerns or impacts. Often, as part of this approach, other needs or issues get incorporated into the financial solution. Maximizing the benefits of any funding strategy by solving multiple “issues” is a win-win result.

NHA also believes that any analysis must be done at both a detailed technical level as well as at a decisionmaking, policy level. While the financing structure may determine that the City can afford to make debt service payments given current projected revenue levels, it is critical for the City Council to understand that any longterm financial commitment will require “back-up” plans in the event there is a significant change in revenues (or expenses). Understanding what programs or services might be impacted in the event of a financial change is important and necessary as part of any planning or recommendation.

Financial/Municipal Advisor Services
While NHA understands that the City is currently in contract with a municipal advisor, in the event that that municipal advisor was not available or the City decided to utilize another municipal advisor, we provide the following brief information (as well as provide a little more background in the brief “Bond Work” section that follows).

Once the City decides to proceed with a financing, NHA would work with the City to assemble a qualified financing team (bond counsel, disclosure counsel, underwriter, etc.) to execute on the City’s selected financing plan. NHA can manage any RFP processes necessary to solicit and engage financing team members. NHA believes it is important that the municipal advisor be the “go-to” representative of the City who will “quarterback” and review, on the City’s behalf, all aspects of the transaction, ensuring maximum communication between all parties so that the project can be accomplished in the most efficient and effective manner possible. NHA will attend all City Council meetings, community workshops or other meetings. NHA will also work closely with bond counsel, disclosure counsel, credit enhancement firms, and rating agencies to make sure projects are managed to meet the objectives of the City.
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Debt Analysis (And Post Issuance Compliance)
NHA maintains comprehensive debt profiles for its clients, which allows us to keep track of each client’s outstanding debt and any upcoming refinancing opportunities (see here for a sample debt profile for the City of Oxnard). Knowing a client’s complete debt picture also allows us to strategically advise on future debt issuances, such as structuring new debt around old debt to create smooth aggregate debt service payments or calculating a utility enterprise’s bonding capacity based upon knowing the fund’s net revenues, annual aggregate debt service payment, and the outstanding debt’s rate covenant. It is very important to note that for 46 of NHA’s clients, we undertake the responsibility of continuing disclosure compliance. Given the recent (and increasingly punitive) mandates for investor disclosure by the Securities and Exchange Commission, NHA believes that this service provides an extra level of risk mitigation to our clients.

Below, NHA has summarized the City’s largest long-term liabilities. Please note that we have excluded liabilities with less than $2 million of principal outstanding. We have identified 9 debt issuances that should be monitored for refinancing opportunities in the next year or two. The debt issuances we have identified share common traits such as the ability to be prepaid in 2024 or earlier and have interest rates that may be high enough so that a refinancing can generate sufficient interest rate savings for the City. In the current market, refinancing the marked debt issuances will not generate sufficient interest rate savings for the City, but if interest rates decrease to sufficient levels in the next year or two, it will be worth monitoring these debt issuances.

General Fund Monitor for Refi
2012 LRBs - $4.1M, 2.900%, 2030 Maturity, 2022 Call Date ✓ Wastewater Enterprise Monitor for Refi
2017 Revenue Bonds - $8.3M, 3.000-4.000%, 2047 Maturity, 2027 Call Date Water Enterprise Monitor for Refi
2020 Revenue Ref Bonds - $38.7M, 2.110-2.580%, 2034 Maturity, 2032 Call Date @ 102 2017 Revenue Bonds - $13.7M, 3.000-4.000%, 2047 Maturity, 2027 Call Date 2013 Revenue Ref Bonds - $5.3M, 4.000-5.000%, 2024 Maturity, 2023 Call Date ✓ West Sacramento Area Flood Control Agency Monitor for Refi 2020 Special Assessment Ref - $10.7M, 1.847-3.517%, 2041 Maturity, 2029 Call Date 2015 Special Assessment - $25.1M, 3.125-5.000%, 2045 Maturity, 2025 Call Date 576
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Long-Term Financial Modeling and Projections
NHA has worked with numerous clients to evaluate budgetary projections and provide fiscal sustainability analysis (including “what if” and scenario analysis) through long-term financial modeling. Our recent experience in financial modeling has been through developing financial forecasting models (see Watsonville case study below) and CalPERS-related pension analyses. Common pension analyses that the NHA team performs include restructuring pension costs using debt, modeling contributions to a Section 115 Trust, modeling annual pay-downs with CalPERS, and stress testing/risk assessment. NHA also maintains great relationships with CalPERS and actuaries that can be utilized if third-party expertise is needed to bolster the projections. For information on the City’s CalPERS unfunded accrued liability (UAL) in light of CalPERS’ -6.1% investment returns in FY 2021-22, please see the “Key Input to a Forecast Model: CalPERS UAL Payments” section below.

Case Study: Watsonville Dynamic Financial Forecasting Model Development In 2019, NHA worked with finance staff using historical financial information to build a new, dynamic financial forecasting model that allows staff to modify various assumptions and sensitivity scenarios. This model was created and delivered, including staff training, with the intention of being customized for this City and for ease of use by staff without NHA’s continued participation.

The model includes multiple scenarios (“Base Case”, “Recession”, “Best Case”, and “Manual Input”) and enables a user to switch easily between scenarios by selecting from a drop-down menu. In addition, this model includes a “dashboard” component (see snapshot below) of the model that was set up so that fully dynamic visuals and charts update with each scenario. This dashboard is optimized to print on a couple of pages and enables ease of sharing with staff, council, or other stakeholders on demand.

Land-Secured Monitor for Refi
2019 Special Tax - $3.5M, 4.000-5.000%, 2049 Maturity, 2026 Call Date 2017 Special Tax - $13.7M, 2.000-5.000%, 2047 Maturity, 2027 Call Date 2016 Special Tax Ref - $13.4M, 2.500-5.000%, 2040 Maturity, 2026 Call Date 2016A Special Tax Ref - $7.2M, 3.000-5.000%, 2038 Maturity, 2026 Call Date 2016B Special Tax Ref - $2.7M, 2.000-3.500%, 2037 Maturity, 2026 Call Date 2014 Special Tax - $22.5M, 5.000-5.500%, 2031 Maturity, 2022 Call Date @ 102 ✓ 2014 Special Tax Ref - $5.3M, 2.875-4.375%, 2036 Maturity, 2024 Call Date ✓ 2013 Special Tax Ref - $7.3M, 3.500-4.375%, 2035 Maturity, 2023 Call Date ✓ 2013 Special Tax Ref - $2.9M, 3.450%, 2028 Maturity, Callable Now ✓ 2012B Special Tax - $4.1M, 3.500-4.500%, 2033 Maturity, 2022 Call Date ✓ 2006A Special Tax - $25.3M, 5.000%, 2034 Maturity, Non-Callable 2006B Special Tax - $2.1M, 5.000-5.1000%, 2034 Maturity, Non-Callable Successor Agency Monitor for Refi
2016 TAB Ref - $18.4M, 3.000-5.000%, 2036 Maturity, 2026 Call Date 2014 TAB Ref - $37.0M, 3.910%, 2029 Maturity, 2024 Call Date ✓ 2014 Sub. TAB Ref - $8.7M, 4.310%, 2035 Maturity, 2024 Call Date ✓ 577
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A point worth noting regarding the customization of this model: It included an analysis regarding a sales tax measure that is set to sunset in a few years. The City requested that this model include the ability to evaluate the revenues from that sales tax measure separately from the other sales tax revenues and “toggle” those revenues off and on to stress the model.

Key Input to a Forecast Model: CalPERS UAL Payments
CalPERS UAL payments are a critical, and highly volatile, input to any financial forecast. Since 2014, NHA has provided our clients with in-depth background, education, and analysis on their CalPERS liability. As an example, in FY 2020-21, CalPERS reported an excellent return of 21.3%. By greatly exceeding its target rate of return of

7.00%, this resulted in a large reduction of CalPERS members’ UAL, including the City’s. The CalPERS annual report reflecting this good news will be distributed within a week or two of this proposal. Unfortunately, as the City knows, CalPERS has reported FY 2021-22 returns of -6.1%, which is 12.9% below their new target of 6.8%. This CalPERS “miss” will increase the City’s UAL by $36.2M and the City’s UAL payments will start increasing from this new amortization base in FY 2024-25. These increases will be reflected in the report CalPERS will distribute in August 2023.

Below, NHA presents a chart illustrating the City’s current expected UAL repayments as of FY 2020-21 from its $76.69M UAL (dark blue bars). Layered onto the City’s scheduled payments are the effects of the FY 2021-22 CalPERS -6.1% returns and the addition of $36.2M of UAL and estimated payments related thereto (light grey bars).
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It is noteworthy that from just one bad year of CalPERS returns, the City’s previous relatively level repayment schedule of $8M (with a slight decline over next 14 years before a rapid drop off) will dramatically change for the worse. Instead, including the FY 2021-22 returns, the City’s repayment schedule will now rapidly ascend from the current $8M payment to a peak payment of over $12M in 2031 before declining.

While the CalPERS payments, and their volatility are critically important to analyze and project for any financial forecast, NHA believes strongly that ALL revenue and expense category forecasts must necessarily have a very robust analysis and sourcing behind their growth assumptions to create the comprehensive and dependable management tool that good decision-making can be based upon. This rigorous effort along with an ability to vary key assumptions and, importantly, produce very understandable graphics and reports (i.e., Watsonville example above) are the important deliverables that NHA brings to any financial forecasting assignment.

Other Financial Analysis and Services
NHA, as a fiduciary, always desires to be “close” to our clients and hope to get that “first call” when help is needed and, as such, truly is the on-call consultant for most of our clients. This trusted advisor role is best evidenced by the following on-call/ad-hoc consulting engagements NHA has executed which cover a wide variety of requests, such as blockchain, fiber optic, Enhanced Infrastructure Financing District (“EIFD”) and solar microgrid. We do our best to bring our skills in financial analysis and communication to new and creative projects proposed by our clients. If a project falls too far outside of our area of expertise, we are happy to recommend others and/or collaborate with expert consultants to deliver a solution for the client.

Case Study: Pittsburg Fiber-Optic Financial Risk Evaluation The City of Pittsburg engaged NHA in Fall 2021 to assist with evaluation of the economics of a city-operated fiber optic network. The network itself would be owned and maintained by a provider, but the City would work with a downstream internet service provider (“ISP”) to manage the subscriptions and service the customers. The City asked NHA to assist with evaluating the ways in which the City would be exposed to risk through serving as a “middleman” for the City’s new fiber optic network. NHA is assisting the City with review and analysis of a project proforma, providing input on the City’s agreements with the owner of the fiber optic network, and reviewing the proposals the City has received from multiple ISPs to service the customers. $0.0
$2.0
$4.0
$6.0
$8.0
$10.0
$12.0
$14.0 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 Millions City of West Sacramento - CalPERS UAL Payments
Based on FY 2021-22 CalPERS Returns
$112.89M UAL
Additional UAL Payments from -6.1% FY 2021-22 CalPERS Returns UAL Payments (Assumed 6.8% FY 2021-22 CalPERS Returns)
$76.69M UAL
$36.20M UAL
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Case Study: Gonzales 25 MW Micro-Grid Energy Generation and Transmission Project In 2018, a NHA Monterey County client
embarked upon an ambitious effort to
develop a 25 MW micro-grid energy
generation and transmission project to
replace costly and unreliable PG&E power
for its rapidly growing agricultural industrial
park. As the City’s long-time financial
advisor, NHA Advisors has assisted the City
wherever possible to form (with legal
counsel) its municipal electric authority
(MEA), develop (with specialized energy
engineering consultants) a plan of
development, select a private
development/operator partner (through SOQ process) and provide high level, strategic advice to City Manager on negotiations of the power purchase agreement with development partner. NHA advised the City that, while the $60 million solar, natural gas and battery storage assets were best financed by the development partner, the City should strongly consider using taxable financing through its municipal power utility to build and own the $7M of energy transmission assets (i.e. poles and wires) that would carry the power from the solar array to the utility’s retail customers in the Ag-Industrial Park. First, NHA advised MEA that, by owning the energy transmission assets, the MEA would have full control of any renewable energy delivered to the retail customers in the Ag-Industrial Park (from Development Partner or local CCA – Monterey Bay Community Power), and 2) through only nonrecourse (i.e. to General Fund of City) MEA project net revenues, public agency financing terms (i.e.30 year, under 5% rate), the MEA / City would be able to deliver to project a clear “value-add” and could secure 1-3 cents lower cost (per kwh) on wholesale power purchase contract with development partner. This concept was accepted by development partner and integrated into the contract. Each $.01/kwh reduction equates to approximately $800,000.

Case Study: Paso Robles Pension Education & “5, 10, 25 Pension Savings Plan” In 2017, NHA conducted multi-phased pension engagement that included a detailed review of the City’s historical and current CalPERS obligations, requiring coordination with the City’s CalPERS actuary. In the first phase, NHA analyzed historical trends, developed 30-year projections, and worked with staff to develop a comprehensive presentation to educate City Council and the community. In the second phase, NHA developed the “5, 10, 25 Plan” to allocate $5 million of reserves to pension liabilities (50% to a Section 115 Trust and 50% to directly pay down the City’s CalPERS UAL through an additional discretionary deposit or “ADP”). The funds in the Section 115 Trust were projected (using assumptions at that time) to enable the City to pay off its UAL 10 years early, saving nearly $25 million.

Additionally, the City put into a place a new policy to set aside a certain percent of its annual general fund surplus to dedicate to either direct pay-downs with CalPERS or for allocation to its Section 115 Trust. NHA works with the City annually to help determine the most optimal allocation, and for the pay down portion, the most optimal amortization base to pay off.

Case Study: Berkeley Minibonds & Blockchain Consulting
NHA worked with the City of Berkeley to evaluate the use of minibonds for funding the City’s capital needs. Traditional bonds are sold in increments of $5,000, but the City was interested in utilizing minibonds in increments as low as $25 to broaden the potential investor base and allow the general 580
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public to invest in City projects and capital improvements. In addition to the use of minibonds, the City specifically desired NHA to evaluate the use of blockchain technology to facilitate the issuance and ongoing bond administration of the minibonds. At its core, the idea behind this project is to streamline the issuance and ongoing administration of bonds, while simultaneously issuing them in $25 increments to Berkeley citizens of all income demographics to participate in owning a share of the City’s capital improvements. While the pilot project is expected to be a $5 million fire truck, the City saw broad ranging implications for larger and more comprehensive public benefit improvements.

NHA performed in-depth research and delivered a technical memo (access it here) which was presented to the City Council in mid-2019. Following the City Council’s direction to issue an RFP assistance from technology firms specializing in blockchain technology, NHA drafted the RFP documents and assisted City staff in sending them to industry leading firms in 2020. NHA led follow-up meetings with several of the respondents to provide additional information about the RFP. Finally, NHA conducted two rounds of in-depth review and evaluation in 2021 – providing the City with a ranking of respondents based on RFP criteria. This is an ongoing project and NHA will be happy to provide additional information at your request.

Case Study: Ukiah Sewer Negotiations Support
In 2017, NHA was hired by the City of Ukiah to develop a refinancing plan for its 2006 Sewer Bonds. As there was over $50M bonds outstanding, significant savings were available for the ratepayers; however, approximately half of the liability and payment was attributable to a local special district (Ukiah Valley Sanitation District) which recently had sued the City with respect to administrative cost pass-throughs (among other things) charged to the District by the City.

Both parties used the refinancing project as the fulcrum to negotiate other core points that would enable them to totally separate all aspects of their operations for the future. NHA, as the fiduciary to the City, took on the role of providing all financial analysis, some of which was in dispute, to both parties’ governing electeds and staff.

After 2+ years, the parties memorialized an agreement which enabled the bonds to be sold in February 2020.

Case Study: Lakeport Energy Efficiency Project
Before 2017, Lakeport engaged an energy consultant to create a “going green” plan as directed by City Council. This consultant worked with Lakeport to conceptualize and develop a solar and energy efficiency project to benefit the City’s General, Water, and Sewer Funds. However, with very little progress being made, in 2017 the city hired NHA to evaluate this consultant’s work product and plan. After a thorough review, NHA advised the city to engage the expertise of a more experienced energy services company given the broad scope of the project.

Through a selection process, the City engaged ENGIE to identify energy improvements worth approximately $5M, including
solar, LED lighting, street lighting, HVAC replacement, charging stations and pump & motor upgrades across a variety of city facilities.

Bonds were issued by the Lakeport Financing Authority, a joint powers authority, and were structured with two series – Series A with the Water and Sewer Fund obligations being structured as a net revenue pledge and Series B the General Fund obligation structured as a lease. Rather than pledging city hall or another building as the leased asset for Series B bonds, the financing structure used the energy efficiency improvements themselves as the leased asset. This project achieved a projected 30-year energy savings of over $3.8M (net of financing costs).

Solar ProjectsLED LightingStreet LightingHVAC ReplacementPump Motor Upgrades Wastewater Fund
Water Fund
General Fund
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Bond Work
Since 2018, NHA has managed more Northern
California financing projects to funding delivery
than any other municipal advisor. NHA’s service
to our clients requires conducting the necessary
diligence and analysis to create financially feasible
and actionable finance plans and then managing
to execution these plans for all types of tax- and
revenue-backed public agency transactions.

Finding “free and cheap” money, executing upon
short- or extremely long-term objectives, small or
large deals, it makes no matter: for each of our
clients and for each of their specific objectives,
NHA will go through a process that ensures that
we do our Fiduciary Duty1to deliver upon our
promises. This process embodies the
fundamental NHA core-value that we bring to every assignment in service to every client. This ethos, in practice, is rare in the financial consulting and municipal advisory business: NHA believes in, and practices, a client-centered (i.e., fiduciary-first vs. deal-driven) approach.

NHA has the qualifications, NHA has the experience and expertise—but many of our competitors do as well. So, how have our client’s discerned that NHA “walks the talk” to be that trusted advisor that they are comfortable making that first call to? Again, simply put, it is our firm’s ethos as described above and, as we at NHA call it, the “NHA Way.” It begins and ends with our approach and our absolute devotion to our fiduciary duty and extreme focus upon a process to uncover all information, present all options (including “no deal”) to ensure that our clients have the full picture to make good decisions.

IV. RATE SHEET
Per the City’s request, please see NHA’s separately uploaded Rate Sheet. 1 “Fiduciary: Duty of Loyalty, Duty of Care. Required to put clients’ interest before one’s own & to knowingly have the experience/expertise to provide the required services.

Deal Focused
Unsolicited opinions and
one recommendation
Gloss over or dismiss risks
Compensation structure
promotes transactions
Focus upon transactional
savings / results of deal
Fiduciary Focused
Fact-based, explores ALL
options, including “no deal”
Robust discussion of risks &
pro/con
Unbiased compensation
structure preference
Comprehensive, holistic,
policy driven process
1) California State Treasurer; sold City transactions north of Kern County as of June 2022 79 53
41 35
25 NHA
Advisors
PFM
Group
Fieldman Rolapp Urban
Futures
Wulff
Hansen

MUNICIPAL ADVISOR RANKINGS FOR NORTHERN CALIFORNIA CITIES Transactions (January 2018 - Present)¹
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APPENDIX A: NHA’S BUSINESS LICENSE
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Urban Futures, Inc.

City of West Sacramento
Proposal for On-Call Financial
Consulting Services
22-046-RFQ
August 9, 2022
Public Finance | Public Management |Analytics & Compliance 585
Proposal Contents

3.2. Proposal Transmittal Letter.................................................................................................................. 1

3.3. Proposer's Mandatory Qualifications and Experience ........................................................................ 3 A. Organization..................................................................................................................................... 3 B. Experience........................................................................................................................................ 4 C. Public Agency Experience ................................................................................................................ 5 D. Personnel ....................................................................................................................................... 10 E. References...................................................................................................................................... 13 F. Local Benefit................................................................................................................................... 14 G. History............................................................................................................................................ 14 H. Legal Challenges............................................................................................................................. 14 I. Fiscal Viability.................................................................................................................................. 14 J. Business License.............................................................................................................................. 14

3.4. Technical Project Approach ................................................................................................................ 14 Appendix A: City’s Debt Profile/Refunding Opportunities..................................................................... A-1 Appendix B: Required Forms .................................................................................................................... B-1 586
1 UFI Financial Solutions

3.2. Proposal Transmittal Letter
Marc Rotteveel | Finance Analyst
1110 W Capitol Ave
West Sacramento, CA 95691
Email: [email protected]
Phone: (916) 617-4575
Re: Proposal for On-Call Financial Consulting Services – Urban Futures, Inc.

Dear Mr. Rotteveel:

Urban Futures, Inc. (UFI) is pleased to submit this proposal to the City of West Sacramento (the City) for the purpose of providing objective, independent on-call financial consulting services to the City. As one of California’s leading municipal advisory firms, we are well positioned to provide the City with the services listed below from an experienced team of California-based professionals.

Municipal Advisory Services Financing District Formation Services Financial Consulting Services • Financial/Municipal Advisor
Services, including PostIssuance Compliance
• Debt Analysis
• Preparation of Finance Plans
• Community Facilities District
(CFD) formation
• Assessment District (AD)
formation
• Infrastructure Financing District
(IFD) and Enhanced
Infrastructure Financing District
(EIFD) formation
• Other Financing District
formation
• Long-Term Financial
Modeling/Projections
• Property tax and special tax
financial analysis
• Other Financial
Analysis/Services, including
Pension Funding Analysis and
Fiscal Health Analysis
Since 1972, our firm has strived to offer the highest level of service, technical skills, and local knowledge, exclusively to California municipalities from our offices in Northern and Southern California. We advocate on behalf of our clients and keep our clients informed regarding new public financing innovations, current interest rate trends, and relevant new State and Federal legislation that affect our California clients’ financing choices.

The following is a summary of our expertise and experience providing municipal advisory services that exhibit our distinguishing ability to perform the City’s Scope of Work:
• Comprehensive Approach: We draw on years of experience in various areas of specialty, creating a comprehensive level of coverage with strong analytical and modeling skills. While we respect legacy practices, we never take a “that’s how it’s always been done” approach, since we consider every transaction as an opportunity to improve on legal and financing structure and terms. • Experienced Personnel: UFI’s financial advisors and consultants include former city finance directors, city planners, public administrators, city attorneys, public finance investment bankers, 587
2 and rating agency analysts, which allows us to offer the City a depth of qualifications and resources, including knowledge of the Mello Roos Act of 1982, AB 1600 Mitigation Fee Act, IFD/EIFD laws, Proposition 218 Requirements and other enabling statutes. Hiring our firm will provide the City with a “think tank” of public finance experts to assist the City with the services listed above.
• Leading California Municipal Advisor: UFI has been a leader in providing municipal advisory services since 1972 to over 300 public agencies throughout California. UFI is ranked as the top financial advisory firm in California over the last 5-year period as measured by the number of transactions completed. As one of the leading municipal advisors in the State, UFI is in the market virtually every week. Our unmatched experience in California is especially critical to the success of municipal transactions in today’s volatile market.
• Credit Expertise: If the City chooses to issue bonds in the public market, the rating process will be critical, especially as talks of an economic recession mount. UFI has extensive experience in presenting municipal credits to rating agencies through best-in-class rating presentations that demonstrate thorough understanding of credit nuances.
• UFI has a depth of experience presenting to City Councils and participating in community engagement. In planning and preparing for the funding of priority projects and services, the City may encounter political or community challenges. UFI has extensive experience presenting to Councils and constituents to communicate, from a third-party consultant perspective, the City’s desired messaging. We are committed to making ourselves available to meet with the City and its constituents as often as needed.

Working with the City is very important to us. UFI is committed to dedicating as much of the firm’s resources to each of the City’s assignments as is necessary to complete them in a comprehensive and timely fashion.

This proposal is an offer to complete the Scope of Work and the offer, including the cost proposal rates and budget, remains valid for at least ninety (90) business days after the proposal due date. As of the date of this proposal, there are no actual or potential conflicts of interest that UFI is aware of that might impair its ability to render unbiased and competent advice or to fulfill our fiduciary duty. UFI has reviewed the City’s Standard Contract and Insurance Requirements (included in Attachments) and we have no exceptions. UFI does not intend to use subcontractors, subconsultants, or other contracting parties to complete the Scope of Work. Lastly, I, Michael Busch, am authorized on behalf of UFI to bind the firm to the provisions of the RFP as evidenced by the attachment in Appendix B.

Sincerely,
Michael Busch | Chief Executive Officer
[email protected]
(714) 283-9334
1100 W. Town and Country Road, Suite 1246
Orange, CA 92868
588
City of West Sacramento
Proposal for Municipal Advisory Services August 9, 2022 3 3.3. Proposer's Mandatory Qualifications and Experience A. Organization
Since 1972, Urban Futures, Inc. (UFI), has provided municipal advisory services to hundreds of California cities, counties, special districts, schools, community colleges, and non-profits. UFI has been doing business for the past 50 years under the same name and has been wholly owned by Michael Busch, Chief Executive Officer, for the last seven years. The firm is structured as a C-Corporation and is headquartered in Orange, California. For the proposed engagement, we intend to provide services out of our Walnut Creek and Orange offices.

UFI is staffed with 18 professionals in two California office locations: Orange (10) and Walnut Creek (8) with 100% focus on providing municipal advisory and consulting services to California municipalities. We are uniquely qualified to fulfill numerous aspects of the City’s Scope of Work. UFI combines the state’s topranked municipal advisory practice with a financial consulting practice that has over 100 years of public finance and executivelevel government experience. What differentiates us from our peers is the widespread list of municipal services that we provide to our clients, making us a “one-stop shop” for financial solutions.

Rather than seeking different consultants to address discrete financial issues on a piecemeal basis, clients engage our firm to provide them with a range of services, including municipal advisory assignments for issuance of bonds, post-issuance compliance, financing district formation, capital funding analysis and preparation of finance plans, financial forecasting, pension funding analysis, tax and revenue analysis, and development of fiscal strategies.

UFI provides these services through three divisions:

Public Finance Group (“PFG”) provides municipal advisory services, debt analysis, financing plans, and access to capital markets for various transaction types, including General Obligation, Lease Revenue, Utility, Tax Increment, Utility, CFD and Pension Obligation Bonds, as well as Private Placements, Public Private Partnerships (P3), and Enhanced Infrastructure Financing Districts (EIFDs). We help staff evaluate and implement various financing options for priority projects (including bonds, revolving lines of credit, and State and Federal loan programs) and refinancing opportunities. All of the professionals in PFG have passed the MSRB Series 50 Municipal Advisor Representative examination.

Public Management Group1 (“PMG”) provides in-depth and insightful analysis of our client's financial history and current position, revenue and expense structures, long-term liabilities and risks, and fiscal outlook through the use of custom financial models, long-term forecasts, and fiscal assessment tools that integrate a wide-variety of econometric, financial and demographic data with key metrics, benchmarks and best practices. More importantly, the diversity and experience of our PMG team enables UFI to transform the financial data and analysis into actionable management information, reports and plans 1 Non-MA Services
589
City of West Sacramento
Proposal for Municipal Advisory Services August 9, 2022 4 that provide specific recommendations and strategies supported by the analytics that help our clients achieve their goals and objectives.

Analytics and Compliance Group1 provides services related to post-issuance compliance, including continuing disclosure, arbitrage rebate, and CDIAC reporting compliance.

B. Experience
UFI is a Leading California Municipal Advisor
UFI’s Public Finance Group has the experience, technical competence, and qualifications to provide the municipal advisory Scope of Services described in the City’s RFP. Since January 1, 2017, UFI has assisted California municipal
clients in the completion of 740 bond transactions, as
shown in the table to the right. UFI has consistently been ranked as one of the top municipal advisory firms in the State of California. The frequency with which our firm is in the market provides our advisors with unparalleled experience in assessing financing structures and determining the lowest cost of borrowing. #1 in Tax Allocation Bonds
UFI is ranked #1 by number of completed TABs, having advised on 32 TAB transactions since 2017. The following are some examples of how UFI has assisted its prior Redevelopment Agency and current Successor Agency address post-dissolution challenges and opportunities:
• In 2012, UFI was the first firm to successfully close a tax allocation bond refunding post AB X 1 24 and AB 1484 for the City of Dinuba’s Successor Agency.
• In 2016, UFI assisted the City of Lake Elsinore with a feasibility study leading to the formation of one of the first Enhanced Infrastructure Financing Districts (EIFDs), an alternative tax-increment financing vehicle for redevelopment projects post-dissolution. • In 2017, UFI was the first firm to convince a bond insurer (BAM) to insure a post-dissolution enforceable obligation, new money tax allocation bond issue for the Garden Grove Successor Agency’s Great Wolf Hotel/Waterpark project.
• In 2022, UFI assisted the Successor Agency to the Hercules Redevelopment Agency navigate the discovery of miscalculations by the County Auditor-Controller’s Office of prior negotiated and statutory passthrough payments.

Over $900M CFD Bonds since 2014
UFI consistently ranks in the top three among CFD municipal advisors in the State, having executed nearly $900 million of CFD financings since 2014. These transactions include financings and refinancings under various structures and underscore our knowledge and expertise specific to the land-secured market in California. Furthermore, UFI’s specific experience working on initiating city CFD engagements in the State (as opposed to school district CFDs), enables us to assist the City in effectively negotiating with developers and avoiding pitfalls. UFI has experience working with various builder types, including national builders as well as master builders and merchant builders. Our recent formation experience includes formations for the Cities of Alameda, Fullerton, Colton, Beaumont, Lake Elsinore, and Inglewood. UFI is positioned to assist the City with continued support on each step of its CFD program, from policy development to bond issuance and post issuance compliance.

Top Municipal Advisors for California Municipal Bonds
January 1, 2017 to Present
Rank Firm
No. of
Issues
Par
($MM)
1 Urban Futures Inc 740 $16,698.3
2 Fieldman Rolapp & Associates 500 18,789.8
3 KNN Public Finance 393 43,409.1
4 PFM Financial Advisors LLC 368 36,308.1
5 Public Resources Advisory Grou 225 69,430.0
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City of West Sacramento
Proposal for Municipal Advisory Services August 9, 2022 5 $1.1 Billion in General Fund Lease Financings
Since 2017, UFI has closed 62 lease revenue bonds/certificates of participation, for over $1.1 billion in par, making UFI the third most active firm in the State by number of General Fund Lease Financing transactions. We recently served as municipal advisor for Lease Revenue Bonds/Certificates of Participation for Cosumnes Community Services District, the Town of Atherton, and the Cities of Hercules, South San Francisco, Cupertino, San Ramon, and Los Angeles. We are currently working with the City of Menifee to evaluate the use of traditional lease financing versus public private partnerships for public facilities financings. Additionally, we have been recently engaged by the cities of Newport Beach, Montebello, Monterey Park, San Jacinto, and Inglewood for lease revenue financings.

C. Public Agency Experience
While UFI has not yet had the opportunity to work with the City, we have experience providing similarly sized cities with municipal advisory, financing district formation, and financial consulting services.

Provided below are public sector projects completed within the last five years that we feel are representative of the breadth of our experience and which are relevant to the City. Although we have been engaged on multiple assignments for each of these clients, we highlight one specific project for each client below. UFI did not engage subcontractors for any of these assignments, and key personnel involved in these assignments are also included in this proposal.

MUNICIPAL ADVISORY AND FINANCING DISTRICT FORMATION EXPERIENCE Hercules Successor Agency 2022 Tax Allocation Refunding Bonds Relevance: Complex Bond Structuring and Community Engagement Key Personnel: Wing-See Fox and Branden Kfoury
In 2022, UFI served as the municipal advisor to the Successor Agency to the Hercules Redevelopment Agency on its issuance of $80.69 million 2022 Tax Allocation Refunding Bonds to current refund all the Successor Agency’s outstanding tax allocation bonds. In preparing the tax increment projections for the financing, the fiscal consultant discovered that the County Auditor-Controller had not properly calculated prior negotiated and statutory passthrough payments. The County AuditorController’s Office subsequently deemed a total amount of $12.4 million as past due and immediately payable on a basis subordinate to the 2022 Bonds but senior to all other enforceable obligations.

Consequently, the Auditor-Controller intends to repay the current year passthrough payments and past due passthrough amounts after debt service but before other enforceable obligations, including two Developer Agreements that the Successor Agency had not expressly subordinated to its bonds. Not only would repayment of the past due amounts result in Developer Agreements not being paid for a couple of years, but it also eliminated any residual payments to affected taxing entities during that repayment period. This created a challenging political situation with the impacted developers and affected taxing entities.

The 2022 Bonds were structured to comport with the Agency’s previously submitted ROPS requests and to facilitate rapid repayment of the past due passthrough payments in order to restore Developer Agreement payments and residual payments to affected taxing entities as quickly as possible. Throughout the financing process, we worked meticulously with the financing team to structure the bonds under multiple constraints in order to optimize cash flow for the Developer Agreements and affected taxing entities. We also assisted the Successor Agency in closed sessions with the Board as well as public 591
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Proposal for Municipal Advisory Services August 9, 2022 6 meetings to explain the complex nature of the financing and to address concerns from the Board and the affected taxing entities. In our communications, we emphasized that if the Successor Agency had not issued the 2022 Bonds to refund its prior bonds for savings, it would have taken longer to repay the past due passthrough amounts; and therefore, residuals to the affected taxing entities and Developer Agreement payments would have been deferred for a longer period of time. Ultimately, the refinancing resulted in net present value savings of approximately $2.17 million, or 2.40% of refunded par, and cash flow savings of over $13 million.

Cosumnes Community Services District 2022 Certificates of Participation Relevance: Construction Risk Financing
Key Personnel: Wing-See Fox and Branden Kfoury
In 2022, UFI advised Cosumnes Community Services District on a $31.74 million COP issuance that financed a new recreation center and utilized the yet-to-be-constructed recreation center as the leased asset. The financing included a capitalized interest component to fund debt service payments during the construction period. Because the District does not have the legal authority to make lease payments until the recreation center is completed and occupied, there is a risk that, if the project is not completed by the time the first debt service payment is due, the District would not have the ability to pay debt service. This construction risk required additional disclosure and communication with investors.

UFI led the credit rating process, which resulted in an affirmation of the District’s AA- rating and coordinated with the underwriter to solicit investor feedback on the unique financing structure. The COPs priced in April 2022 during a difficult market following the Federal Reserve meeting in March, which prompted a global selloff in fixed income securities. Despite these challenges, the bonds received orders in every maturity that resulted in an attractive true interest cost of 4.0%.

City of Victorville 2022 Electric Revenue Bonds
Relevance: Innovative Credit Structure
Key Personnel: Wing-See Fox and Branden Kfoury
In 2022, UFI served as the municipal advisor to the City of Victorville on its inaugural issuance of $46.7 million tax-exempt and taxable electric revenue bonds to refund outstanding variable rate debt and fund capital projects. The outstanding bonds associated with the electric system were issued on the City’s general fund credit, and the encumbered leased assets constituted most of the City’s public facilities. The City’s electric system has sufficient liquidity and revenues to pay debt service; however, its customer base is small and highly concentrated. Given the storied credit, UFI recommended a confidential Rating Evaluation Service with S&P through which we presented two scenarios: 1) a standard net revenue pledge of the electric system; 2) a net revenue pledge of the electric system plus, if there is a draw on the Debt Service Reserve Fund, a covenant for City management to request the City Council budget and appropriate from any available funds of the City to replenish the DSRF. UFI structured the second scenario to boost the credit of the electric revenue bonds without the need for the City to encumber leased assets and without any recourse to the City if it chose not to appropriate General Fund moneys. S&P indicated that the first scenario would result in a BBBrating while the second scenario would result in an A- rating, a 3-notch difference. The City proceeded with the second structure, and despite a highly volatile market in May 2022, the bonds attracted sufficient investor interest for all bonds to be subscribed for, and the City was able to achieve its objective of securing attractive fixed-rate financing without a General Fund security pledge. 592
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Proposal for Municipal Advisory Services August 9, 2022 7 City of Fullerton CFD No. 3
Relevance: Community Facilities District Formation
Key Personnel: Michael Busch and Branden Kfoury
In 2022, the City engaged UFI to assist with the formation of a CFD for a 164-dwelling unit residential community known as The Pines at Sunrise Village. The developer petitioned the City to secure CFD bond financing in an amount not-to-exceed $7 million to finance various improvements including streets, parks and sewer projects. UFI assisted early in the process and began by reviewing the City’s Adopted Local Goals and Policies. In April 2021, we distributed RFPs to Special Tax Consultants and Bond/Formation Counsels that resulted in the City engaging firms at competitive fees for each respective service. UFI also worked with the City to assess the development project’s impact to service costs and its general fund budget. The City does not currently assess a public safety impact fee, and like many other cities, the City’s public safety costs has increased substantially in recent years, driven by pension costs.

UFI worked with the special tax consultant who prepared a fiscal impact analysis to determine the net impact to the City’s general fund as a result of the project under various scenarios for the prices of the homes in the development. Ultimately, it was determined that the projected net impact to the City’s General Fund would be less than $5,000 annually under the base case scenario. UFI coordinated all meetings with the developer team and the City’s formation team. The City Council passed the Resolution of Intention to form a CFD on October 5, 2021. Simultaneous with the formation process, the City’s planning commission reviewed the plans for the development projects. Based on feedback from the Planning Commission, the developer is currently modifying the plans to bring back for approval later this year.

City of Greenfield Financing Options for Infrastructure Projects in Preparation for Commercial, Industrial, and Residential Development
Relevance: Evaluation of CFD, AD, Landscaping and Lighting Maintenance District, and EIFD Key Personnel: Wing-See Fox
At the completion of the South End Annexation project, the City annexed an area in the southern portion of and immediately south of the City. The project involved pre-zoning and annexation of seven parcels under the ownership of four separate entities. Future planned development of these parcels includes commercial, industrial, and residential projects, subject to additional market and landuse studies. Prior to development, the annexed area requires the construction of public infrastructure, including roadways, water and sewer, and power. In 2018, UFI was engaged to assist the City and property owners in evaluating CFD’s, AD’s, Landscaping and Lighting Maintenance Districts, and EIFD’s as financing options for the public infrastructure projects, including steps required for each option. UFI delivered a report to the City citing the enabling statutes of each type of financing district that stipulate the formation process, voting requirements, projects that can be funded, bond issuance procedures, required documents, etc. We also reviewed required ongoing administration, ongoing reporting requirements, and pros and cons of each financing option. Ultimately, UFI recommended the City and property owners pursue a formation of a CFD and issuance of CFD bonds to fund public infrastructure in the annexed area.

FINANCIAL CONSULTING EXPERIENCE
City of South San Francisco
Relevance: Fiscal Sustainability Planning, Organizational Evaluation and Financial Forecast Modeling for the General Fund
Key Personnel: James Morris and Wing-See Fox
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Proposal for Municipal Advisory Services August 9, 2022 8 Through a competitive RFP process, the City of South San Francisco selected UFI to develop a fiscal sustainability plan tailored to the city’s issues, needs and challenges. The project commenced in September 2019 and was completed in Spring of 2022 with an update of the City’s forecast model. The goals of the project were to provide the City with a long-term fiscal analysis of its general fund, capacity to understand the impact on city services of potential future slowing of revenue growth, and to develop recommended fiscal strategies that help ensure city finances remain strong and prioritized city services can be delivered during a financial downturn. As part of the scope of the engagement, UFI was tasked with performing the following work and analysis:
• Develop a financial forecast model for the General Fund that enables to the City to understand its revenue and expense structures, provides the City with a long-term fiscal outlook, and incorporates scenario evaluation capacity;
• Work with city departments to (1) inventory programs and services delivered by each department, including significant revenue and cost centers and allocation of full-time equivalent positions (FTEs), and (2) prioritize programs and services into three tiers for purposes of creating department-level recession plans (with estimated savings) as a response to future recessions or slowing of General Fund revenues, and (3) incorporate the department-level recession planning into the City’s long-term financial forecast model; and • Use the scenario capacity in the City’s long-term financial forecast model to stress test and analyze the General Fund financial structure over time to assess the potential response required from departmental recession plans to maintain fiscal stability and service delivery during financial downturns or recessions.

City of Alameda
Relevance: Financial Forecast Modeling for the General Fund and Multiple Special Revenue Funds
Key Personnel: Michael Busch and James Morris
In May 2020, the City retained UFI to develop a long-term financial forecast model that would help the City better understand the risks associated with its trends in operating deficits/surpluses, and the impact of these trends and potential recession scenarios on the City’s reserves, and fund balances.

Over the next 12 months, UFI developed a forecast model that included the general fund and eleven special revenue funds identified in consultation with staff as high risk for requiring general fund support due to potentially volatile revenues, labor obligations, transfers in/out and allocated costs. The forecast model included a baseline forecast with revenue and expense trends, projections for annual operating deficit/surplus, projected fund balances and the capacity to create and analyze “what-if” scenarios.

UFI’s allowed the City to assess the financial position of its special revenue funds, to diagnose the structural operating deficits within several special revenue funds, and to understand the initial steps required to mitigate the risk exposure of the general fund created by these special revenue funds. UFI’s work culminated in a presentation to the city council in summarizing the work and recommending areas of initial focus and next steps to strengthen the City’s long-term fiscal stability and outlook.

City of Culver City
Relevance: Financial Forecast Modeling for the General Fund and Transportation Services, Tax Revenue Evaluation and Analysis
Key Personnel: Michael Busch and James Morris
Through a competitive RFP process, Culver City selected UFI to develop a long-term financial forecast model for its general fund. The project commenced in May 2019 and continues through 594
City of West Sacramento
Proposal for Municipal Advisory Services August 9, 2022 9 the present with ongoing updates of the forecast model. The forecast model now includes customized modules to project future tax revenue growth from expansion of the cannabis industry and major upcoming economic development projects within the city’s boundaries. Based on this initial work, in May 2021, the City selected UFI to develop a financial model for its municipal transportation services. The goal of the transportation financial modeling is to help the City understand the long-term fiscal outlook for its transportation services in terms of generating sustainable operational revenues and aggregating sufficient capital resources required for its transportation system.

Some of the unique challenges in our financial modeling for transportation services involve (1) a substantial portion of revenue coming from regional, state and federal sources/revenue streams, some of which are affected by economic factors and non-economic factors; and (2) external funding that is not directly received by the City, but instead is allocated at the regional or state level based on a variety of formulas, metrics (both economic and non-economic) and/or programmatic processes and priorities. UFI has completed a draft revenue model that is currently under review by the City.

City of Pomona
Relevance: Financial Forecast Modeling, Strategic Financial Advising, Fiscal Policies and Procedures, Pension Obligation Bond Financing
Key Personnel: James Morris and Steve Montano
Precipitated by a quickly growing pension liability and the need for fiscal restructuring of interfund transfers and reimbursements, UFI was engaged by the City of Pomona in 2017 to prepare a ten-year financial forecast for its general fund and review the structure of its reimbursements between the city’s enterprise funds and general fund. The engagement involved a two-step process of an initial baseline ten-year forecast, including the city’s pension liabilities and future costs. Based on the financial forecast, UFI provided the city with a comprehensive fiscal health analysis, recommendations for immediately addressing the city’s growing insolvency and pension costs, and long-term recommendations for cost-containment and financial sustainability. Since 2017, the City has continued to engage UFI to periodically update its financial forecast model, present an annual fiscal outlook to the city council, and discuss various fiscal strategies to improve the City’s long-term financial sustainability.

In 2019, UFI was engaged by the City as municipal advisor to assist the City with evaluating options for addressing its pension liability. UFI worked with Finance Department staff to conduct analyses on various pension obligation funding options, pension obligation bond scenarios, and risk analysis, ultimately culminating in the development of a comprehensive pension management plan. In 2020, the City decided to issue POBs to fund 100% of its unfunded actuarial liability (UAL). UFI assembled the financing team that completed the POB validation process, rating agency review and sale of the $211 million POBs.

In 2022, the City engaged by the City to prepare a comprehensive set of updated fiscal policies and procedures. This work involved (1) reviewing the City’s various fiscal and financial policies and documents, (2) consolidating and redrafting language to reflect City’s current financial objectives and goals, and (3) amending and adding language to reflect best practices, institutional controls and financial concepts from the Government Finance Officers Association (GFOA), International City/County Management Association (ICMA), Rating Agencies & Bond Insurers and other industry-leading trade groups and research. The resulting comprehensive document covered the following areas of municipal finances: fiscal operations, budget adoption and administration, reserves and fund balances, fiscal sustainability, pension and OPEB management, capital improvements, debt management and investments. 595
City of West Sacramento
Proposal for Municipal Advisory Services August 9, 2022 10 City of Cupertino
Relevance: Financial Forecast Modeling and Tax Revenue Evaluation and Analysis Key Personnel: James Morris and Wing-See Fox
Through a competitive RFP process, the City of Cupertino selected UFI to provide financial forecasting and tax revenue evaluation and analysis. In 2019, UFI updated, expanded and refined the city’s prior financial forecast model, assessed the city’s long-term financial position and evaluated the fiscal impact and pros/cons of various revenue alternatives, including the following: local transaction and use (sales) tax, utility user tax, transaction and use tax, and a parcel tax.

UFI’s initial work culminated a comprehensive presentation to the City Council summarizing model outputs and revenue enhancement alternatives and financing options for various capital improvements.

In early 2020, UFI was asked by the City to assist in developing a strategy and timeline for voter consideration of a local transaction and use (sales) tax on the November ballot.

D. Personnel
UFI’s financial advisory and consulting team for this project will consist of our CEO, two senior level Public Finance Group municipal advisor staff, and two senior level consultants from our Public Management Group. Michael Busch, CEO, will provide strategic direction and will have overall responsibility for client service delivery; Wing-See Fox, Managing Director, will serve as the day-to-day lead contact for municipal advisory assignments; Branden Kfoury, Director, will serve as co-lead on financing assignments; Jim Morris, Managing Director, will serve as UFI’s lead consultant and primary contact for financial forecasting and other consulting/non-municipal advisory assignments; and Steve Montano, Senior Consultant, will serve as co-engagement lead on consultant assignments.

We have additional support staff and professionals with areas of expertise in continuing disclosure who can serve as valuable resources as necessary. We have provided below a summary of the team members assigned and their relevant experience and credentials. UFI does not intend to use subcontractors for the required scope of service.
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City of West Sacramento
Proposal for Municipal Advisory Services August 9, 2022 11 UFI Team
PFG Group – Municipal Advisory Team
Michael Busch, Chief Executive Officer
Role: Strategy and Client Service Delivery Oversight| Office: Orange, CA Experience: Michael is an accomplished municipal executive and public finance professional who has helped manage several public agencies as an assistant city manager and finance director. Michael has also applied his diverse leadership experiences with a number of professional organizations, as former President of the Municipal Management Association of Southern California (MMASC), former Chair of Cal-International City/County Management Association (Cal-ICMA), and Founding Member of the California Utility Executive Management Association (CUEMA). Through his leadership of UFI and engagement with professional organizations, Michael helps cities, counties, special districts, and nonprofits across the State of California identify emerging trends, engage in critical policy issues, exchange proven practices, and advance their missions through sound fiscal and operational policy.

During his 14-year tenure with UFI, numerous public agencies have engaged Michael as both a strategic consultant and municipal advisor based on his public finance expertise and broad understanding of fiscal issues affecting the public sector. Michael has worked on over $5 billion in tax-exempt and taxable debt, including lease revenue bonds/COPs, water/wastewater revenue bonds, TABs, CFD and assessment district bonds, and New Market Tax Credits. Mr. Busch holds a Bachelor of Arts degree in Urban and Regional Planning from California State Polytechnic University, Pomona, and a Master of Public Administration degree (Finance and Public Works emphasis) from California State University, Long Beach.

Wing-See Fox, Managing Director
Role: PFG Primary Day-to-Day Contact | Office: Walnut Creek, CA Experience: Wing-See Fox isthe Series 54 Municipal Advisor Principal of UFI and leads the Public Finance Group. Wing-See has over a decade of experience in the fields of municipal advising, public finance, and municipal securities. She has worked on over $3 billion in municipal debt offerings for cities and special districts in California including lease revenue bonds, certificates of participation, tax allocation bonds, CFD and assessment district bonds, general obligation bonds, and enterprise bonds. Wing-See excels in gaining a thorough understanding of credits, validating assumptions in financial projections, and structuring bond transactions to meet the needs of the issuer while maximizing credit strength and marketability to investors. She has extensive experience developing credit presentations geared towards the criteria of rating agencies in order to achieve the highest possible ratings. Prior to becoming a municipal advisor, Wing-See was a public finance investment banker, having worked at Raymond James Public Finance in San Francisco and UBS Investment Bank in New York. Outside of public finance, Wing-See has served as the CEO of the non-profit Prevent Blindness Northern California and a business development consultant in West Africa for small and medium-sized locally-owned enterprises. WingSee received a Master of Business Administration degree from Columbia Business School, a Master of Social Work degree from Columbia University School of Social Work, and a Bachelor of Arts degree in Psychology from Stanford University. She is an active member of the Northern California Chapters of Women in Public Finance (WPF) and Asian Americans in Public Finance (AAPF) and is a Class of 2015 LeaderSpring Fellow.
597
City of West Sacramento
Proposal for Municipal Advisory Services August 9, 2022 12 Branden Kfoury, Director
Role: PFG Co-Engagement Lead | Office: Orange, CA
Experience: Branden Kfoury joined Urban Futures in 2019. He has worked on a variety of debt offerings for cities and special districts in California including, but not limited to utility revenue bonds, general obligation bonds, lease revenue bonds, CFD and assessment district bonds, as well as tax allocation bonds. Mr. Kfoury has extensive experience in all aspects of the bond financing process and excels at providing valueadded debt structuring, credit and quantitative analysis. Previously, Mr. Kfoury worked as a Senior Associate at Fieldman, Rolapp & Associates where he supported the firm’s city and special district clients. Mr. Kfoury has held prior roles in public finance investment banking, bond insurance, as well as in the technology industry. He graduated Cum Laude from New York University with a Bachelor of Science degree in Finance and a minor in Politics.

PMG Group – Financial Forecasting/Consulting Services (Non-MA Activities) James P. Morris, Managing Director
Role: PMG Financial Forecasting/Consulting Lead | Office: Orange, CA Experience: Jim has over twenty years of experience working in the fields of financial analysis, municipal law and public agency governance. Jim specializes in assisting cities and special districts in the areas of long-term forecasting, fiscal stabilization and financial sustainability planning. His recent engagements include engagements for the Cities of Alameda, Culver City, Pomona and South San Francisco. Jim also has extensive experience analyzing revenue enhancement options and strategies which were utilized in plans prepared for Colton, Cupertino and San Bernardino. Prior to joining UFI, Jim worked with the City of San Bernardino where he was tasked with successfully winding-down San Bernardino’s former redevelopment agency ($28+ million annual budget and $275+ million in debt and obligations), acknowledged as one of the most complex redevelopment dissolutions in the State of California. He was also a key advisor and strategist for the city’s bankruptcy team on various organizational and fiscal restructuring matters and drafted the strategic plan component for San Bernardino’s municipal bankruptcy plan of adjustment. Jim began his professional career as a public law attorney with Best & Krieger LLP, where he served as Assistant City Attorney for the cities of Corona and Ontario, and General Counsel for Western Municipal Water District. Jim is a graduate of Dartmouth College and received both a Juris Doctorate and Master of Urban Planning from UCLA.

Steve Montano, Senior Consultant
Role: PMG Financial Forecasting Co-Engagement Lead | Office: Orange, CA Experience: Steve is a public finance professional with over 25 years of experience and has held a wide range of roles in local government including budget development and administration, long-term strategic business and financial planning, and the analysis of operational areas to improve organizational effectiveness. Steve Montano holds a bachelor’s and a master’s degree in Political Science and Public Policy from the University of California at Berkeley. After serving in the United States Marine Corps, Steve worked for the U.S. Office of Management and Budget, the City of Palo Alto, the City of San Juan Capistrano, and served most recently as the Deputy Finance Director for the City Newport Beach. In that role he had the responsibility of coordinating the development and preparation of the City’s annual long-range fiscal forecast, performing financial planning and analysis associated with capital replacement plans, and developing strategies to achieve City goals in a fiscally responsible manner. 598
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Proposal for Municipal Advisory Services August 9, 2022 13 E. References
We encourage you to contact any of our recent clients listed below to discuss their experience and satisfaction with UFI. We believe these persons can best speak to the quality and effectiveness of our work for the types of services, analysis and work product required under the City’s scope of services for the RFP.

City of Culver City
Onyx Jones, Chief Financial Officer
Tel: (310) 253-6016; Email: [email protected]
9770 Culver Blvd., Culver City, CA 90232
Past Projects: Wastewater Revenue Bonds, Pension Analysis, Financial Forecast City of Fullerton
Ellis Chang, Director of Administrative Services
Tel: (714) 738-6522; Email: [email protected]
303 W. Commonwealth Avenue, Fullerton, CA 92832
Past Projects: Tax Allocation Bonds, Judgment Obligation Bonds, CFD Refunding Bonds, CFD Formation, Pension Analysis
City of Hercules
Edwin Gato, Finance Director
Tel: (510) 799-8222; E-mail: [email protected]
111 Civic Drive, Hercules, CA 94547
Past Projects: Tax Allocation Bonds, Assessment District Refunding Bonds, Lease Revenue Refunding Bonds, Wastewater Revenue Refunding Bonds, Continuing Disclosure City of Pomona
Andrew Mowbray, Finance Director/City Treasurer
Tel: (909) 620-2353; E-mail: [email protected] 505 South Garey Avenue, Pomona, California 91766
Past Projects: Tax Allocation Bonds, Capital Lease, Pension Obligation Bonds; Financial Forecast; Fiscal Policies and Procedures; Pension Analysis Services; Continuing Disclosure Services City of South San Francisco
Jason Wong, Deputy Finance Director
Tel: (650) 829-6610; Email: [email protected]
400 Grand Ave., South San Francisco, CA 94080
UFI Past Projects: 2022 Lease Revenue Bonds, Pension Analysis, Financial Forecast 599
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Proposal for Municipal Advisory Services August 9, 2022 14 F. Local Benefit
While UFI does not intend to use local subcontractors or vendors for the scope of municipal advisory services requested, we would work with the City to explore opportunities to engage local services and consultants where appropriate (i.e., engaging local banks as part of a private placement RFP).

Additionally, UFI has a long history of providing support to the communities we serve. For example, in 2017, in response to the Potter Fire that ravaged homes in Sonoma County, UFI made a donation of $20,000 and raised over $100,000 from underwriters and bond counsels for residents and children who lost their homes to the fires. In 2018, when the Carr fire destroyed homes and lives in Shasta County, UFI donated $25,000 and we leveraged our relationships with industry professionals again to raise over $100,000 for families in need. Finally, in 2018, after the Paradise fire, UFI worked there for three years without pay, donating our time and services to the community.

G. History
There have been no mergers, acquisitions, or sales related to UFI’s organization within the last three years.

H. Legal Challenges
None.

I. Fiscal Viability
UFI has never filed (nor had filed against it) any bankruptcy or insolvency proceeding, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors.

J. Business License
Our Registration with the Secretary of State to conduct business in California is attached in Appendix B.

3.4. Technical Project Approach

APPROACH TO MUNICIPAL ADVISORY SERVICES
Every financing undertaken by UFI begins with proper planning and financial due diligence and ends with ongoing monitoring and administration. UFI has experience working on behalf of municipalities like the City, and we believe we can tailor our approach to fit the City’s needs. We view our role as an extension Cosumnes Community Services District
Nou Vang, Finance Director
Tel: (916) 405-7161; E-mail: [email protected]
8820 Elk Grove Blvd., Elk Grove, CA 95624
Past Projects: Two Issuances of Certificates of Participation, Pension and OPEB Analysis 600
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Proposal for Municipal Advisory Services August 9, 2022 15 of staff, and we can be available to the City as often as is required to complete a financing. It is our goal to limit the City’s involvement to only critical areas and to complete each financing in a manner that achieves the City’s goals, results in the lowest cost of funds, and maximizes efficiency without putting any unnecessary burden on City staff time. Our approach to municipal advisory services can be broken down into four main steps, as summarized below:

First, we conduct a complete assessment of the client’s needs and financial constraints. Where appropriate and requested by the client, this preliminary work may include preparation of a detailed finance plan for the capital project(s) involved in the financing (see below for details). During this period, UFI staff performs the following tasks:

1. Schedule meetings or calls with staff to request all necessary data and discuss the needs and goals of the City.

2. (Optional as needed) Undertake a funding analysis for the identified capital project(s) and prepare a finance plan. The analytical process considers the following factors:
 Timing & priority of the capital projects
 Internal capacity/ability to complete the capital projects  Available revenues of the City
 Availability of grant funding
 City’s existing debt/liabilities
 Debt financing/capital structure
 Useful life of the capital projects
Based on the analysis, a finance plan is developed that identifies the financing solutions and alternatives for funding the capital projects, evaluates the credit considerations for the financing alternatives, advises on timing and size of the borrowings, and contains preliminary cash flows for the financing alternatives.

3. Analyze existing outstanding debt to determine parity test requirements, feasibility of refunding certain outstanding series of Bonds, and debt affordability.

4. Assist with comprehensive credit analysis to determine the anticipated rating, preferred structure, and interest rate scale for the Bonds.

5. Prepare a summary of cost of issuance

6. Independently structure the financing and present results to the City.

After an evaluation of financing options/alternatives, should it be determined that financing targets will be met through a bond issuance, UFI will begin work on the financing schedule and the implementation of the agreed upon financing strategy. The scope of work includes, but is not limited to, the following:
1) Assist in the selection of additional service providers: UFI is knowledgeable of, and has worked with, most major firms in the California public finance sector. Should the City wish to go out for

1. Preliminary
Analysis/Recom
mendation

2. Assemble the
Finance Team
and Manage the
Financing Process

3. Pricing and
Closing Execution

4. Post-Issuance
Compliance
Activity 1: Preliminary Analysis/Recommendation
Activity 2: Assemble the Finance Team and Manage the Financing Process 601
City of West Sacramento
Proposal for Municipal Advisory Services August 9, 2022 16 RFP for services such as underwriter, bond counsel, disclosure counsel, or trustee, we are experienced with managing and assisting staff with the selection process for these services. 2) Develop the financing timetable: UFI will coordinate with staff to develop a schedule that is consistent with the City’s goals, staff availability, financing timing, and existing City Council meeting schedules.
3) Monitor the transaction process: A primary role as municipal advisor involves the close monitoring of the financing to ensure successful completion. As such, UFI will coordinate all activities of the financing team and will assist in the preparation of information for and review of official statements, legal documents, loan term sheets, cash flows, staff reports, and all other applicable documents or presentations to the Council or rating agency. 4) Provide support to the City relating to financing documents: We are experienced in the delivery of presentations to City Councils and drafting of applicable staff reports regarding adoption of the financing documents.
5) Compute Sizing and Structure of Debt Issue: Utilizing municipal market data and bond sizing applications, UFI will verify cash flows presented by underwriters. 6) Plan and Coordinate Presentations to Ratings Agencies, Bond Insurers, and Investors: UFI is well prepared to assist in the drafting and delivery of credit presentations to rating agencies. While many factors go into the investment decision-making process, the bond rating is often the single most important factor affecting the interest cost on bonds. These credit presentations are then easily adapted for discussions with bond insurers and investors. 7) Interest Rates and Timing: As a result of the ever-changing municipal market environment, UFI will constantly monitor market rates to ensure that financial alternatives as well as refinancing assumptions and recommendations are maximized through proper timing.

UFI offers extensive expertise when it comes to the pricing of municipal securities as our staff includes former investment bankers who are intimately familiar with the underwriting of municipal securities. We closely monitor the municipal markets through our in-house resources, which include a Bloomberg terminal and frequent involvement in bond transactions. In the weeks leading up to a pricing, UFI will monitor and track comparable transactions. Generally, our approach is to recommend that the underwriter employ an aggressive pricing strategy (aiming for approximately 2 times oversubscription) to achieve the best possible pricing for our clients. We will work to ensure the best possible result for the City, without risk of diminishing investor participation, and provide post issuance analysis. In addition to ensuring fair market spreads, UFI will work with the underwriter to analyze alternative couponing strategies that result in the lowest possible true interest cost and/or net present value savings for refundings. We will also push for the most flexible call feature.

Urban Futures has staff members dedicated to managing the continuing disclosure and dissemination agent needs of our clients. We have over 20 years of experience providing continuing disclosure and dissemination agent services, and we currently serve over 200 public agency clients with the preparation of over 400 reports annually. On transactions where we are engaged as MA, UFI reviews the Continuing Disclosure Agreements and Bond Indentures for every bond issuance at the very beginning of the financing process. This ensures that the continuing disclosure requirements provide necessary transparency to investors without overburdening City staff. In addition to annual continuing disclosure Activity 3: Pricing and Closing Execution
Activity 4: Post-Issuance Compliance
602
City of West Sacramento
Proposal for Municipal Advisory Services August 9, 2022 17 reports, UFI can assist the City in the preparation and submission of CDIAC required reports. Finally, we can assist the City with arbitrage rebate reporting required by the IRS.

APPROACH TO FINANCING DISTRICT FORMATION SERVICES
UFI has assisted cities with the formation of various financing districts. We are positioned to assist the City with each step of its formation process, from policy development to bond issuance and post issuance compliance. As our clients’ fiduciary, we assist with critical phases of policy development, review of feasibility studies, and evaluation of developer proposals to ensure the cities’ interests are protected. We are also knowledgeable on the enabling statutes for various financing districts (i.e., Mello Roos Act of 1982, Municipal Improvement Act of 1913, IFD/EIFD laws including SB 628 and AB 313, and Landscape and Lighting Act of 1972) that stipulate the formation process, voting requirements, projects that can be funded, bond issuance procedures, required documents, etc. Below, we provide our approach to a CFD formation process, which is similar to the formation process of other financing district formations, with nuances based on their enabling statutes.
1) Review the City’s the Local Goals and Policies to determine if any updates are needed 2) Assist the City in engaging Special Tax Consultant and other consultants to 3) Facilitate negotiations with developer as needed
4) Review Absorption Studies, Appraisals, etc.
5) Assist in determining impact of development on City services/finances, as needed 6) Review proposed list of facilities to be financed and develop financing plan 7) Provide preliminary cash flows/analysis
1) Maintain a schedule to ensure formation process stays on schedule 2) Review of formation legal documents, including Resolution of Formation and Resolution of Intention documents
3) Review and provide input on the Rate and Method of Apportionment (RMA) 4) Plan and coordinate presentations to City Council as necessary 5) Ensure development threshold identified in City’s Goals and Policies has been reached prior to proceeding with bond issuance

APPROACH TO FINANCIAL CONSULTING SERVICES
At UFI, we believe that solid financial forecasting, analysis, and strategic planning can significantly help a city achieve both fiscal stability and financial sustainability through more informed and consistent decision-making. Armed with a robust forecast-driven analysis of the city’s long-term fiscal outlook, city leaders (both appointed and elected) can identify critical unmet needs, develop options to close funding gaps for service and capital needs, and create strategic plans that achieve the city’s objectives. This approach also helps ensure the city “stays-the-course” and achieves its objectives because they are aligned to a solid and continuously updated financial forecast and strategic plan. Finally, a good financial forecast, analysis and strategic plan also helps city management communicate effectively with elected officials, labor groups, and the general public regarding the trade-offs and costs required to achieve the community’s objectives and goals.

Initial Policy/Planning
Formation Proceedings
603
City of West Sacramento
Proposal for Municipal Advisory Services August 9, 2022 18 UFI uses a simple and clear income statement format for developing a custom Excel-based forecast model for each client, focusing on a ten-year projection of the general fund’s revenues, expenses, cash flows and fund balance. Our forecast models also have the capacity to include any number of special revenue funds, each of which can be included and analyzed separately or collectively through the model (with or without the general fund) for purposes of ensuring the city has a comprehensive understanding of its long-term fiscal outlook.

Our approach to municipal forecasting and how we build-out our custom forecast models can be understood by the following summary of the features contained within each model:
• Standardized Revenue & Expense Categories Customized to the City’s Needs. UFI has developed a standardized revenue and expense categorization framework that correlates with available economic data, projections, and variables appropriate and logical for driving municipal forecasts.

The subcategories within our standardized revenue and expense framework can be customized to meet the particular needs of the city.
• Simplified Integration of City’s Historical Financial Data to Facilitate Easy Updates. For each model, UFI builds a custom crosswalk between the city’s general ledger financial data and the model’s revenue/expense framework that minimizes the amount of work required by city staff, both in the initial development of the model and during periodic updates (a draft of the revenue and expense crosswalks is reviewed with city staff to help ensure an accurate mapping of city financial data to the forecast model). The model incorporates 10-years of the city’s historical financial data.
• Tailored Forecasting Algorithms. UFI uses econometric data from Moody’s Analytics, U.S. Précis® Metro forecast service, combined with a variety of city, regional and state financial projections and indicators, to create forecasting algorithms that drive each revenue and expense category in the forecast. The econometric data is statistically correlated with outputs from the city’s historical financial data to create four custom forecast trendlines (aggressive, average, conservative and pessimistic) for each revenue and expense category that can be selected through the control panel (see below).
• Baseline Forecast with Fund
Balance Allocation. Our forecast
models produce a ten-year
baseline forecast of revenues,
expenses, cash flows and fund
balance for purposes of analysis
and comparison with “what-if”
scenario forecasts (see below).

The baseline is forecast is the
predicted financial position of the
city over the next ten years if the
city makes no changes to its
organization or operations, and
there are no significant external impacts. Importantly, our forecast models include the capacity to have the forecasted fund balance annually allocated to various city fiscal policies and priorities.

Long-Term Financial Forecasting (Modeling/Projections)
604
City of West Sacramento
Proposal for Municipal Advisory Services August 9, 2022 19 • “What-if” Scenario Forecasts, Including a Built-in Recession Module. UFI’s forecast models include significant capacity for users to create “what-if” scenario forecasts to compare against the baseline or other scenario forecasts (see control panel feature below for further details). Similar to the baseline forecast, scenario forecasts include a full ten-year projection of revenues, expenses, cash flows and fund balance. We also include in our forecast models a built-in recession module that allows the city to understand the financial impact of a future recession based on a historic modeling of previous recessions. Finally, the architecture of UFI’s forecast model allows for full integration of additional custom revenue and/or expense scenario module requested by our clients.
• Universal Control Panel. UFI’s
forecast models contain a
customized control panel that
allows users to toggle and adjust
all the forecasting variables and
scenarios without leaving the
control panel. Adjustments
include, but are not limited to
the following: (1) selection of
the appropriate forecast
trendline for any revenue or
expense category at either a
general or a more granular
subcategory level, (2) creation of
custom scenarios through adjustment of the forecast variables for any revenue or expense category in a single or across multiple forecast years, and (3) adjustment of the variables for any custom scenario modules included in the model such as the recession module. • Intuitive Dashboard. Our forecast models provide a dashboard with graphical outputs and statistical measurements that help tell the story of the city’s current and future fiscal condition in understandable terms to policymakers, stakeholders and the general public. Our standard dashboard elements allow a comparison of the baseline and scenario forecasts across multiple metrics. UFI is also capable of creating custom dashboard elements as requested by clients.

UFI’s forecast models are designed to be owned, manipulated and fully utilized by our clients. Upon completion of a forecast model, we believe it’s important to allow for at least one or two online sessions in which UFI works with city staff on how to utilize and manipulate the forecast model to best meet the

CONTROL PANEL - CITY OF POMONA - FINANCIAL FORECAST

FUNDS INCLUDED IN FORECAST
All Funds Special Revenue Funds (to include in Forecast, turn-off "All Special Revenue Funds" and select individual funds) On GENERAL FUND - FUND BALANCE Off SRF #1 Off SRF #5 Off SRF #9 Off ALL SPECIAL REVENUE FUNDS Off SRF #2 Off SRF #6 Off SRF #10 Reset Transfers In/Out for Baseline Forecast Off SRF #3 Off SRF #7 Off SRF #11 to Current FY amount (annual categories only) Off SRF #4 Off SRF #8 Off SRF #12

BASELINE FORECAST SCENARIOS FORECAST

REVENUES REVENUES
BASELINE ASSUMPTIONS On Off
Prior Forecast
AAGR AAGR Current & Forecast Fiscal Years
TOTAL - BASELINE REVENUES 5.29% 1.55% FY 2023 FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2032 FY 2033 1 Property Tax (incl. VLF In-Lieu) 5.78% 4.09% Off
2 Sales & Use Taxes 11.29% -2.07% Off
3 Utility User Tax (UUT) -0.49% 1.96%
4 Transient Occupancy Tax (TOT) 4.95% 4.05%
5 Business License/Operations Tax 4.25% 2.93%
6 Other Taxes 10.37% 2.79% Off
7 Franchise Fees -0.42% 2.63%
8 Permits, Fees & Chrgs. for Service 5.07% 2.15%
9 Cost Recovery, Earnings & Misc. -0.78% -0.82%
10 Transfers In, One-Time & Custom Revs.

10.01 10.02

10.03 10.04

10.05 SR2 - FUTURE RECESSION REVENUES (expand for options) SR3 - NEW MAJOR PROJECTS REVENUES (expand for options)
SR4 - MEASURE PG (TUT) LOCAL SALES TAX REVENUES (expand for options) SR5 - CANNABIS TAX & PERMIT REVENUES (expand for options) -
-
Categories (expand for subcategories)
Prior 5-Yr. Avg.
-
$54,764
$1,360,843
Forecast
Baseline Forecast
Scenarios Forecast (SR1)
CPI - Average
$7,550
-
-
Baseline Forecast
Scenarios Forecast (SR1)
CPI - Average
Baseline Forecast
Scenarios Forecast (SR1)
Baseline Forecast
Scenarios Forecast (SR1)
Baseline Forecast
TOT- Conservative
CPI - Average
CPI - Average
$800
Current FY
-
Sales Tax - Average
CPI - Conservative
SR1 - CUSTOM REVENUE ADJUSTMENTS
---
Assumptions (selectable)
Property Tax - Average
All UUT - Average
-
-
FY 2023 FY 2024
-
-
-
-
-
-
-
-
-
-
-
FY 2025 FY 2028
-
-
-
-
-
-
-
-
FY 2027
-
FY 2026
-
-
-
-
-
-
-
-
-
-
-
-
FY 2029
-
-
-
FY 2031
-
-
FY 2032
-
-
-
-
FY 2030 FY 2033
-
-
-
-
- - -
Expired (old) - Revs., Charges, Fees, etc.

Reported MV Asset Gain/Loss (GASB 31)
One-Time Sale of Property/Investments
One-Time Grants/Donations
One-Time Transfers-In
Click
Button
605
City of West Sacramento
Proposal for Municipal Advisory Services August 9, 2022 20 city’s needs. Notwithstanding the foregoing, some of our clients have preferred to use UFI to assist with scenarios and periodic updates of their forecast model (usually annually or semi-annually) for purposes of efficiency and time-savings. As noted above, the architecture of our forecast models allows UFI to efficiently and effectively assist clients as needed. Upon completion of the user orientation, we can discuss further staff’s comfort level with both the forecast model and Excel, the frequency of expected updates, and what level of assistance may be needed from UFI for future updates and analysis.

With a solid grasp of the city’s long-term
financial outlook and the scenario
capacity in our forecast model, UFI is
very experienced in working with city
staff and leadership to understand the
city’s priorities, to model financial plans
that help achieve the city’s objectives
and priorities, and to develop
recommended fiscal strategies. The
essence of this process can be
summarized as follows: (1)
understanding the city’s prioritized
needs and goals, and monetizing the costs thereof; (2) performing an in-depth analysis of city revenues (including property tax and special tax financial analysis) and expenditures; (3) working with the city to identify various risks that could significantly affect the city’s financial future; (4) integrating and iterating the aforementioned through the city’s forecast model with various fiscal impact scenarios; (5) evaluating the overall, combined fiscal impacts and (6) developing financial strategies (including revenue measures and opportunities for addressing the city’s pension and OPEB liabilities), to mitigate impacts and achieve the city’s prioritized needs and goals.

UFI has also developed a proprietary “Fiscal 360” assessment tool to identify factors that impact a city’s fiscal condition by providing a framework for measurement and analysis. The tool compares the city’s financial, budgetary, economic, and demographic data with key metrics, benchmarks and best practices, to create a scorecard of financial indicators that can be used to evaluate the ongoing financial performance of the city. The Fiscal 360 scorecard can be used by city leadership to identify financial strengths and weaknesses, highlight areas of improvement and spotlight potential risk. The Fiscal 360 is built upon an analytical process that incorporates four major financial areas (revenues, expenses, solvency and policies), each of which is disaggregated into four levels of analysis with a total of 38 separate measurements of fiscal health, summarized in an easy-to-read score card. UFI has utilized its Fiscal 360 tool to both conduct a comprehensive stand-alone fiscal health assessment of our client, or to augment other fiscal analyses requested by our client.

Based on our in-depth financial analysis and fiscal assessments, UFI prepares plans, reports and presentations that are rich with detail and insight, and provide specific recommendations and strategies supported by the analytics. UFI has prepared various types of plans, reports and presentations for clients across a wide variety of engagements. These have ranged from written reports that document the Fiscal Analysis, Strategies and Plans
606
City of West Sacramento
Proposal for Municipal Advisory Services August 9, 2022 21 extensive financial modeling, analysis and fiscal strategy development process, to more direct and actionable reports and presentations that focus on issues, strategies, and recommendations. We encourage the city to consider the type and format of report that best fits the city’s needs and budget.

UFI’s reports are customized to each engagement based on the client’s objectives and what we learn. We ensure our analysis, findings and recommendations are organized in an easy-to-understand format, presented in a practical and positive manner with actionable outcomes. The contents of any report or presentation requested by the City will be best determined after further discussion between the City and UFI regarding the types of reports and needs/goals of the City. 607
City of West Sacramento
Proposal for Municipal Advisory Services August 9, 2022 A-1
Appendix A: City’s Debt Profile/Refunding Opportunities The City currently has the following long-term debt outstanding:

Series Dated Date Outstanding Par Final Coupon Tax Status Final Maturity
Optional
Redemption
General Fund
2012 LRB 12/21/2012 $4,147,134 2.90% Tax-Exempt 2030 *
Total $4,147,134
Leases
2015 US Bank Leases * $800,463 * Tax-Exempt 2025 *
Streetlight Leases * $502,824 2.75% Tax-Exempt 2023 *
2014 Portable Radio 6/25/2014 $211,757 3.54% Tax-Exempt 2023 * 2016 Solar 3/10/2016 $2,096,668 2.60% Tax-Exempt 2031 * Fire Equipment Leases * $2,690,171 * Tax-Exempt 2030 *
Total $6,301,883
Water Utility
2012 6/7/2012 $695,000 4.00% Tax-Exempt 2022 Non-Callable 2013 7/26/2013 $5,310,000 4.00% Tax-Exempt 2024 10/1/2023 @ 100 2017 11/7/2017 $13,710,000 3.50% Tax-Exempt 2047 10/1/2027 @ 100 2020 7/30/2020 $38,720,000 2.58% Tax-Exempt 2034 10/1/2032 @ 102 DTP Total $695,000
Wastewater Utility
2004 SRF Note * $1,819,129 * Tax-Exempt 7/7/2024 *
2017 11/7/2017 $8,300,000 3.50% Tax-Exempt 2047 10/1/2027 @ 100 Total $8,300,000
Tax Allocation Bonds
2016 7/7/2016 $18,350,000 3.00% Tax-Exempt 2036 9/1/2026 @ 100 Total $18,350,000
CFD Bonds
2006A 6/7/2006 $25,335,000 5.00% Tax-Exempt 2034 Non-Callable 2006B (Subordinate) 6/7/2006 $2,130,000 5.10% Tax-Exempt 2034 Non-Callable 2012 7/31/2012 $4,115,000 4.50% Tax-Exempt 2033 9/1/2022 @ 100 2013 - CFD 20 3/20/2013 $7,265,000 4.375% Tax-Exempt 2035 9/1/2023 @ 100 2014 2/20/2014 $22,475,000 5.50% Tax-Exempt 2031 9/1/2022 @ 102 DTP 2014 - CFD 14 7/15/2014 $5,150,000 4.375% Tax-Exempt 2036 9/1/2025 @ 100 2016A 2/25/2016 $7,200,000 3.38% Tax-Exempt 2038 9/1/2026 @ 100 2016B 2/25/2016 $2,730,000 3.50% Tax-Exempt 2037 9/1/2026 @ 100 2016 - CFD 27 4/19/2016 $13,415,000 5.00% Tax-Exempt 2040 9/1/2026 @ 100 2017 - CFD 27 9/6/2017 $13,700,000 5.00% Tax-Exempt 2047 9/1/2027 @ 100 2019 - CFD 29 9/17/2019 $3,530,000 5.00% Tax-Exempt 2049 9/1/2026 @ 100 Total $107,045,000
608
City of West Sacramento
Proposal for Municipal Advisory Services August 9, 2022 A-2
Market Update and Refunding Opportunities
Interest rates have been volatile in 2022 as a
result of inflationary pressures resulting from
the COVID-19 pandemic and as a result of
international events, such as the war in
Ukraine. Despite the recent volatility, longterm tax-exempt interest rates remain relatively favorable compared to historical
averages.

The City has numerous bonds that are subject
to optional redemption in 2022, including the
2012 Special Tax and 2014 Special Tax Bonds.

Additionally, the City has bonds outstanding
which are callable beginning next year, including the 2013 Water Revenue Bonds, and its 2013 (CFD 20) Special Tax Bonds. UFI is highly qualified to serve the City on potential refunding issues special tax revenue bonds as well as water bonds. Each time we serve as a municipal advisor on bond financings, we take a lead role in ensuring that the financing team works together to achieve the best possible credit rating and pricing in the most efficient timeframe. It is important for the City to engage with firms that are flexible, knowledgeable and can offer proper guidance through difficult markets. 2012 CFD Bonds
The West Sacramento Financing Authority’s 2012 CFD Special Tax Bonds are subject to optional redemption on 9/1/2022. Thee 2012 Bonds were issued to refund outstanding bonds previously issued for the City’s CFD 14 and CFD 17 and are on parity with other outstanding debt for each CFD. Based on current market rates, a refunding of the 2012 Bonds would yield NPV savings of approximately 1.88%, or $71,000. Total cash flow savings would be $155,000 for the CFD 14 local obligations and $61,000 for the CFD 17 local obligations. Given the minimal cash flow savings, we would not recommend proceeding with the refunding at this time. However, if engaged, we would monitor this transaction and others for possible refunding savings in the future.
2014 CFD Bonds
The West Sacramento Financing Authority’s 2014 CFD Special Tax Bonds are subject to optional redemption on any interest payment date beginning 9/1/2022 at a price of 102%, which declines to par on September 1, 2024. The 2014 Bonds were issued to refund outstanding bonds previously issued for the City’s CFD 8 and CFD 9, which collectively comprise taxable parcels designated primarily for commercial/industrial use. For purposes of the analysis, we assumed a current refunding of the 2014 Bonds with a bond closing in December 2022 and a non-rated scale. Based on current indicative market rates, a refunding of the 2014 Bonds would yield NPV savings of 5.5% or roughly $1 million. Total cash flow savings would be $2.9 million, or $320,000 on average annually, and $2,560 on average annually per parcel, based on 125 total taxable parcels. If selected as municipal advisor, UFI would work with the City and its special tax consultant to gain a better understanding of the credit aspects and determine whether a refinancing is feasible.
609
City of West Sacramento
Proposal for Municipal Advisory Services August 9, 2022 B-1
Appendix B: Required Forms
610
URBAN FUTURES, INC. (657523T"i X
Initial Filing Dote
Status
Standing - 505
Standing - FTB
Standing -Agent
Standing - VCFCF
Formed In
Entity Type
Principal Address
Mailing Address
Statement of Info
Due Date
Agent
[fil
Request
Certificate
08/21/1972
Active
Good
Good
Good
Good

CALIFORNIA
Stock Corporation - CA -
General
17821 E 17TH STREET, STE.
245
TUSTIN, CA 92780
17821 E 17TH STREET, STE.
245
TUSTIN, CA 92780
08/31/2022
Individual
2424175

MICHAEL PAUL BUSCH
17821 E. 17TH STREET, STE.
245
TUSTIN, CA 92780
611
612
City of West Sacramento
Proposal for Municipal Advisory Services August 9, 2022 Regulatory Disclosure
Disclosure of Conflicts of Interest and Legal or Disciplinary Events. Pursuant to Municipal Securities Rulemaking Board (“MSRB”) Rule G-42, on Duties of Non-Solicitor Municipal Advisors, Municipal Advisors are required to make certain written disclosures to clients and potential clients which include, amongst other things, Conflicts of Interest and any Legal or Disciplinary events of Urban Futures, Inc. (“UFI”) and its associated persons.

Conflicts of Interest. Compensation. UFI represents that in connection with the issuance of municipal securities, UFI may receive compensation from an Issuer or Obligated Person for services rendered, which compensation is contingent upon the successful closing of a transaction and/or is based on the size of a transaction. Consistent with the requirements of MSRB Rule G-42, UFI hereby discloses that such contingent and/or transactional compensation may present a potential conflict of interest regarding UFI’s ability to provide unbiased advice to enter into such transaction. This conflict of interest will not impair UFI’s ability to render unbiased and competent advice or to fulfill its fiduciary duty to the Issuer.

It should be noted that other forms of compensation (i.e., hourly or fixed fee based) may also present a potential conflict of interest regarding UFI’s ability to provide advice regarding a municipal security transaction. These other potential conflicts of interest will not impair UFI’s ability to render unbiased and competent advice or to fulfill its fiduciary duty to the Issuer.

Other Municipal Advisor Relationships. UFI serves a wide variety of other clients that may from time to time have interests that could have a direct or indirect impact on the interests of another UFI client. These other clients may, from time to time and depending on the specific circumstances, have competing interests. In acting in the interests of its various clients, UFI could potentially face a conflict of interest arising from these competing client interests. UFI fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith with its clients.

If UFI becomes aware of any additional potential or actual conflict of interest after this disclosure, UFI will disclose the detailed information in writing to the issuer or obligated person in a timely manner.

Legal or Disciplinary Events. UFI does not have any legal events or disciplinary history on UFI’s Form MA and Form MA-I, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation.

The Issuer may electronically access UFI’s most recent Form MA and each most recent Form MA-I filed with the Commission at the following website: www.sec.gov/edgar/searchedgar/companysearch.html.

There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA-I filed with the SEC. If any material legal or regulatory action is brought against UFI, UFI will provide complete disclosure to the Issuer in detail allowing the Issuer to evaluate UFI, its management and personnel
613

CITY COUNCIL AGENDA REPORT
MEETING DATE: October 19, 2022 ITEM # 16
SUBJECT:

CONSIDERATION OF AGREEMENT WITH COUNTY OF YOLO
FOR ANIMAL CONTROL SERVICES FOR FISCAL YEAR 2022-23
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [ X ] Staff
[ ] Other
Meaghan Stiles, Program Manager
City Manager’s Office
ATTACHMENT [ X ] Yes [ ] No [ ] Information [ ] Direction [ X ] Action

OBJECTIVE
The purpose of this report is to seek City Council approval of an agreement with the County of Yolo for animal control services for fiscal year 2022-23.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council authorize the Mayor, or designee, to execute the attached one-year, $824,011 agreement with the County of Yolo for animal control services for fiscal year 2022-23 and take any actions necessary to effectuate the provision of animal control services in West Sacramento consistent with the terms described in this report.

BACKGROUND
West Sacramento and the other cities in Yolo County have contracted with the County of Yolo for animal control services for many years. The County Sheriff has responsibility for animal control services, including the operation of the animal shelter. The cost for providing the services is passed through to all cities in the county and the University of California at Davis, with the County absorbing the cost of service to the unincorporated areas. In recent years, the cost of service provision through the Yolo County Sheriff’s Office has risen substantially, apart from the past two fiscal years. Between FY 2014-15 and FY 2021-22, the cost of animal control services increased from $357,946 to $805,578. The FY 2022-23 agreement was set at $824,011 (quarterly payments of $206,002.75).

The general trend towards cost increases for animal control services in Yolo County occurs against a backdrop of an aging and increasingly inadequate animal shelter, which has been the subject of extensive analysis by Yolo County and its cities. A study commissioned by the County in 2015 determined that the current Yolo County Animal Shelter sites were inadequate for the needs of the Yolo County Animal Services shared service agency.

An exploratory committee was formed at the request of and lead by the 501(c)3 nonprofit organization "Unleashing the Possibilities," and includes representation from the County, the cities, the Yolo SPCA, and the UC Davis Koret Animal Resource Center. The purpose of the committee is to explore a program and location for a new animal services facility. In April 2016, the County funded development of conceptual architectural plans for a new animal services facility. The intent was to work collaboratively with the committee to complete this conceptual plan so that Unleashing the Possibilities could utilize the plan for fundraising. A scoped needs assessment was conducted to inform the architectural plans and to ensure adequate medical, quarantine, adoption and community space are identified, and to develop potential construction and operating costs of a new facility.

In 2018, the committee began discussions around forming a JPA to develop and operate a new animal shelter.

At that time, the County had indicated that the JPA could initially be formed with only the interested jurisdictions participating and the design of the new animal shelter would be based on the needs of the participating jurisdictions. On that basis, in July of 2018 the Council directed staff to monitor the process of forming the JPA for Yolo County Animal Services jurisdictions to collaboratively explore the development and operation of a new animal shelter, and, in the interim, identify and analyze options for animal services for West Sacramento while continuing to utilize animal services provided by the Sheriff’s Office. In February 2020, the County and Cities of Davis, Winters and Woodland executed an agreement to create the Yolo Animal Services Planning Agency JPA.

The City of West Sacramento has been attending the JPA meetings to continue participating in and monitoring the process.

ANALYSIS
The attached agreement provides for animal control services by the County of Yolo, through the Sheriff’s Department/Animal Control Division. The terms of the proposed agreement are substantially unchanged from the last agreement. The overall increase in the budget compared FY 2021-2022 are budget items for 2 replacement trucks and 2 new Animal Care Attendant positions. Animal Services trucks are higher in mileage 614 Animal Services Agreement FY 22/23
October 19, 2022

Page 2 ends

West Sacramento City CouncilOctober 19, 2022

West Sacramento City Council
October 19, 2022