Cities Index.
Agenda packet

West Sacramento City Council
September 27, 2023

Document
Agenda packet
Meeting
September 27, 2023
Body
West Sacramento City Council
Pages
22
Original file
94.2 MB
Text extracted from the city's file for reading and search. Open the original on westsac.hylandcloud.com. That file is the official record.

highest ranked firm before factoring in costs. Coincidently, SCI also furnished the lowest cost proposal and was awarded the contract.

Environmental Considerations
Action on this item is not subject to the California Environmental Quality Act (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
This item was not presented to City commissions.

Strategic Plan Integration
The SD/SW MP and proposed Finance Plan are part of the 2023 West Sacramento Strategic Priorities specifically related to Stormwater Flood Protection & Maintenance Policy.

Alternatives
The City Council may:

1. Approve the recommended actions as stated above.

2. Make changes to recommended actions.

3. Elect not to proceed with the recommended actions.

Coordination and Review
Community Development, Finance Department, Capital Projects and RD-900 staff have been involved in this solicitation.

Budget/Cost Impact
This report does not request budgetary appropriations as part of the recommended actions.

Appropriated budget (WO#41002) for the current study is $2,460,096. After City expenses and payment of current consultant contract, the estimated balance is $200,000. If recommended Alternative 1 is authorized, staff proposes to use a portion of the current budget to pay for the Finance Study.

ATTACHMENT(S)

1. Professional Services Contract with SCI Consulting Group 206
SCI Consulting Group
CDD23-192 Storm Drainage/Storm Water Financing Plan
Expires 9/30/2026
Rev 9.20.22 1

CONTRACT FOR SERVICES
THIS CONTRACT is made on October 1, 2023, by and between the CITY OF WEST SACRAMENTO (“City”), and SCI Consulting Group (“Consultant”).

WITNESSETH:

WHEREAS, the City desires to enter into an agreement for storm drainage and storm water financing plan consulting services;
WHEREAS, the Consultant has presented a proposal for such services to the City, dated April 21, 2023, (attached hereto as Exhibit “A”) and is duly licensed, qualified and experienced to perform those services;
NOW, THEREFORE, the parties hereto mutually agree as follows:

1. SCOPE OF SERVICES:

A. Consultant shall do all work, attend all meetings, produce all reports and carry out all activities necessary to completion of the services described in Exhibit “A”. This Contract and its exhibits shall be known as the “Contract Documents.” Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. In the event of conflict between terms contained in these Contract Documents, the more specific term shall control. If any portion of the Contract Documents shall be in conflict with any other portion, provisions contained in the Contract shall govern over conflicting provisions contained in the exhibits to the Contract.

B. Consultant enters into this Contract as an independent contractor and not as an employee of the City. The Consultant shall have no power or authority by this Contract to bind the City in any respect. Nothing in this Contract shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Consultant are employees, agents, contractors or subcontractors of the Consultant and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Consultant by any such employees, agents, contractors or subcontractors, or any other person resulting from performance of this Contract.

C. The Consultant agrees it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research.

2. TERM OF CONTRACT
A. The services of the Consultant are to commence upon execution of this Contract by the City, and shall be undertaken and completed in accordance with the Schedule of Performance attached hereto and incorporated herein by this reference as Exhibit “B” and terminate on September 30, 2026.
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B. Consultant’s failure to complete work in accordance with the Schedule of Performance may result in delayed compensation as described in Section 3.

C. The City Manager or his or her designee may, by written instrument signed by the Parties, extend the duration of this Contract for two additional 1-year terms in the manner provided in Section 5, provided that the extension does not require the payment of compensation in excess of the maximum compensation set forth in Section 3, Compensation.

3. COMPENSATION:

A. The Consultant shall be paid monthly for all time and materials required and expended, but in no event shall total compensation exceed ninety-five thousand, eight hundred and twenty-eight dollars ($95,828.00), without City’s prior written approval. Consultant's fees shall be as specified in the Schedule of Fees, which is attached hereto and incorporated herein as Exhibit "C".

B. Said amount shall be paid upon submittal of a monthly billing showing completion of the tasks that month. Consultant shall furnish City with invoices for all expenses as well as for all materials authorized by this Contract. The invoices shall be submitted with the monthly billings.

If Consultant’s performance is not in conformity with the Schedule of Performance, payments may be delayed or denied, unless the Consultant’s failure to perform in conformity with the Schedule of Performance is a documented result of the City’s failure to conform with the Schedule of Performance, or if the Schedule of Performance is extended pursuant to Section 5.

C. If the work is halted at the request of the City, compensation shall be based upon the proportion that the work performed bears to the total work required by this Contract, subject to Section 4.

4. TERMINATION:

A. This Contract may be terminated by either party, provided that the other party is given not less than 30 calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate.

B. The City may temporarily suspend this Contract, at no additional cost to City, provided that the Consultant is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If City gives such notice of temporary suspension, Consultant shall immediately suspend its activities under this Contract.

C. Notwithstanding any provisions of this Contract, Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract by Consultant, and the City may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due the City from Consultant is determined.

D. In the event of termination, the Consultant shall be compensated as provided for in this Contract, except as provided in Section 4C. Upon termination, the City shall be entitled to all work, including but not limited to, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date in accordance with Section 7 hereof. 208
SCI Consulting Group
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Expires 9/30/2026
Rev 9.20.22 3

5. AMENDMENTS, CHANGES OR MODIFICATIONS:

Amendments, changes or modifications in the terms of this Contract may be made at any time by mutual written agreement between the parties hereto and shall be signed by the persons authorized to bind the parties hereto.

6. EXTENSIONS OF TIME:

Consultant may, for good cause, request extensions of time to perform the services required hereunder. Such extensions shall be authorized in advance by the City in writing and shall be incorporated in written amendments to this Contract or the attached Work Program in the manner provided in Section 5.

7. PROPERTY OF CITY:

A. It is mutually agreed that all materials prepared by the Consultant under this Contract shall become the property of the City, and the Consultant shall have no property right therein whatsoever. Immediately upon termination, the City shall be entitled to, and the Consultant shall deliver to the City, all data, drawings, specifications, reports, estimates, summaries and other such materials as may have been prepared or accumulated to date by the Consultant in performing this Contract which is not Consultant’s privileged information, as defined by law, or Consultant’s personnel information, along with all other property belonging exclusively to the City which is in the Consultant’s possession.

B. Additionally, it is agreed that the parties intend this to be a contract for services and each considers the products and results of the services to be rendered by Consultant hereunder (the “Work”) to be a work made for hire. Consultant acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of the City.

8. COMPLIANCE WITH ALL LAWS:

A. Consultant shall comply with all applicable laws, ordinances, and codes of federal, State and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract.

B. Consultant warrants to the City that it is licensed by all applicable governmental bodies to perform this Contract and will remain so licensed throughout the progress of the Work, and that it has, and will have, throughout the progress of the Work, the necessary experience, skill and financial resources to enable it to perform this Contract.

9. WARRANTIES AND RESPONSIBILITIES - CONSULTANT:

A. Consultant agrees and represents that it is qualified to properly provide the services set forth in Exhibit “A” in a manner which is consistent with the generally accepted standards of Consultant’s profession.

B. Consultant agrees and represents that the work performed under this Contract shall be in accordance with applicable federal, State and local law in accordance with Section 17A hereof.
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C. Consultant shall designate a project manager who at all times shall represent the Consultant before the City on all matters relating to this Contract. The project manager shall continue in such capacity unless and until he or she is removed at the request of the City, is no longer employed by Consultant, or is replaced with the written approval of the City, which approval shall not be unreasonably withheld.

D. Consultant shall provide corrective services without charge to the City for services which fail to meet the above professional and legal standards and which are reported to Consultant in writing within sixty (60) days of discovery. Should Consultant fail or refuse to perform promptly its obligations, the City may render or undertake performance thereof and the Consultant shall be liable for any expenses thereby incurred.

10. SUBCONTRACTING:

None of the services covered by this Contract shall be subcontracted without the prior written consent of the City, which will not be unreasonably withheld. Consultant shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by Consultant.

11. ASSIGNABILITY:

Consultant shall not assign or transfer any interest in this Contract whether by assignment or novation, without the prior written consent of the City which will not be unreasonably withheld.

However, claims for money due or to become due Consultant from the City under this Contract may be assigned to a financial institution, or to a trustee in bankruptcy, without such approval.

Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City.

12. INTEREST IN CONTRACT:

Consultant covenants that neither it, nor any of its employees, agents, contractors, subcontractors has any interest, nor shall they acquire any interest, direct or indirect, in the subject of the Contract, nor any other interest which would conflict in any manner or degree with the performance of its services hereunder. Consultant shall make all disclosures required by the City’s conflict of interest code in accordance with the category designated by the City, unless the City Manager determines in writing that Consultant’s duties are more limited in scope than is warranted by the category designated by the City code and that a narrower disclosure category should apply. Consultant also agrees to make disclosure in compliance with the City conflict of interest code if, at any time after the execution of this Contract, City determines and notifies Consultant in writing that Consultant’s duties under this Contract warrant greater disclosure by Consultant than was originally contemplated. Consultant shall make disclosures in the time, place and manner set forth in the conflict of interest code and as directed by the City.

13. MATERIALS CONFIDENTIAL:

All of the materials prepared or assembled by Consultant pursuant to performance of this Contract are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City, except by court order. 210
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14. LIABILITY OF CONSULTANT-NEGLIGENCE:

Consultant shall be responsible for performing the work under this Contract in a manner which is consistent with the generally-accepted standards of the Consultant’s profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Consultant or its employees, agents, contractors or subcontractors.

15. INDEMNITY AND LITIGATION COSTS:

Consultant shall indemnify, defend, and hold harmless the City, its officers, officials, agents, and employees against all claims, damages, demands, liability, costs, losses and expenses, including without limitation court costs and reasonable attorneys’ fees, arising from Consultant's negligent acts or negligent failure to act, errors, omissions or willful misconduct incident to the performance of this Contract except such loss or damage caused by the active negligence, sole negligence, or willful misconduct of the City. The provisions of this paragraph shall survive termination or suspension of this Contract.

16. CONSULTANT TO PROVIDE INSURANCE:

A. Consultant shall not commence any work before obtaining, and shall maintain in force at all times during the duration and performance of this Contract, the policies of insurance specified in this Section. Such insurance must have the approval of the City as to limit, form, and amount, and shall be placed with insurers with a current A.M. Best’s rating of no less than A VII (an NR rating is acceptable for Worker’s Compensation insurance written with the State Compensation Insurance Fund of California).

B. Prior to execution of this Contract and prior to commencement of any work, the Consultant shall furnish the City with certificates of insurance and copies of endorsements providing evidence of coverage for all policies required by the Contract. The Consultant and its contractors and subcontractors shall, at their expense, maintain in effect at all times during the performance of work under the Contract not less than the following coverage and limits of insurance, which shall be maintained with insurers and under forms of policy satisfactory to the City. The maintenance by Consultant and its contractors and subcontractors of the following coverage and limits of insurance is a material element of this Contract. The failure of Consultant or of any of its contractors or subcontractors to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of this Contract. Approval of the insurance by the City shall not relieve or decrease any liability of Consultant.

1. Worker’s Compensation and Employer’s Liability Insurance

a. Worker’s Compensation - Insurance to protect the Consultant, its contractors and subcontractors from all claims under Worker’s Compensation and Employer’s Liability Acts, including Longshoremen’s and Harbor Worker’s Act (“Acts”), if applicable. Such coverage shall be maintained, in type and amount, in strict compliance with all applicable state and Federal statutes and regulations.

The Consultant shall execute a certificate in compliance with Labor Code Section 1861, on the form provided in the Contract Documents.
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b. Consultant shall provide a Waiver of Subrogation endorsement in favor of the City, its officers, officials, employees, agents and volunteers for losses arising from work performed by the Consultant.

2. Commercial General Liability Insurance
a. The insurance shall be provided on form CG0001, or its equivalent, and shall include coverage for claims for bodily injury or property damage arising out of premises/operations, products/completed operations, contractual liability, and subconsultant’s work and personal and advertising injury resulting from actions, failures to act, or operations of the insured, or by its employees or agents, or by anyone directly or indirectly employed by the insured. The amount of insurance coverage shall not be less than $1,000,000 per occurrence and $2,000,000 general and products/completed operations aggregates. b. The commercial general liability insurance shall also include the following:
i. Endorsement equivalent to CG 2010 0714 naming the City, its officers, officials, employees, agents, and volunteers as additional insureds. The endorsement shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers.
ii. Endorsement stating insurance provided to the City shall be primary as respects the City, its officers, officials, employees and any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it, to the payment or satisfaction of any defense expenses, loss, or judgment.
iii. Provision or endorsement stating that the Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

3. Commercial Automobile Insurance
a. The insurance shall include, but shall not be limited to, coverage for claims for bodily injury or property damage for owned, non-owned, and hired automobiles resulting from actions, failures to act, or operations of the insured, or by its employees or agents, or by anyone directly or indirectly employed by the insured. The amount of insurance coverage shall not be less than $1,000,000 per accident.
b. The commercial automobile insurance shall include the same endorsements required for the commercial general liability policy (see Section

16.B.2.b).
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4. Professional Liability. The Consultant and its contractors and subcontractors shall secure and maintain in full force, during the term of this Contract and for five years thereafter, professional liability insurance policies appropriate to the respective professions and the work to be performed as specified in this Contract. The limits of such professional liability insurance coverage shall not be less than $1,000,000 per claim.

C. In addition to any other remedy the City may have, if Consultant fails to maintain the insurance coverage as required in this Section, the City may obtain such insurance coverage as is not being maintained, in form and amount substantially the same as is required herein, and the City may deduct the cost of such insurance from any amounts due or which may become due Consultant under this Contract.

D. No policy required by this Contract shall be suspended, cancelled, terminated by either party, or reduced in coverage or in limits unless Consultant has provided thirty (30) days prior written notice by certified mail, return receipt requested, to the City.

E. Any deductibles or self-insured retentions in excess of $10,000 must be declared to, and approved by, the City.

F. The requirement as to types, limits, and the City’s approval of insurance coverage to be maintained by Consultant are not intended to, and shall not in any manner, limit or qualify the liabilities and obligations assumed by Consultant under the Contract.

17. MISCELLANEOUS PROVISIONS:

A. Consultant shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ordinances, regulations, orders and decrees which in any manner affect those engaged or employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work.

B. Consultant shall not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person’s race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship, or sexual orientation.

C. Consultant shall maintain and make available for inspection by the City and its auditors accurate records of all of its costs, disbursements and receipts with respect to any work under this Contract. Such inspections may be made during regular office hours at any time until six (6) months after the final payments under this Contract are made to the Consultant.

D. This Contract constitutes the entire agreement between the parties relative to the services specified herein and no modification hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this Contract. There are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Contract, except those contained in or referred to in the writing. 213
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E. All notices that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties at the following addresses:

City:

City of West Sacramento
Candido Ramirez
1110 West Capitol Avenue, 2nd Floor
West Sacramento, CA 95691
Email: [email protected]
Consultant:

SCI Consulting Group
John W. Bliss, President
4745 Mangels Boulevard
Fairfield, CA 94534
Email: [email protected]
F. This Contract shall be interpreted and governed by the laws of the State of California.

G. Any action arising out of this Contract shall be brought and maintained in Yolo County California, regardless of where else venue may lie.

H. In any action brought by either party to enforce the terms of this Contract, each party shall be bear responsibility for its attorney’s fees and all costs regardless of whether one party is determined to be the prevailing party.
[Signatures on following page]
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CITY OF WEST SACRAMENTO
By: __________________________
Aaron Laurel, City Manager
ATTEST:

By: _________________________________
Jennifer Cusmir, City Clerk
APPROVED AS TO FORM:

By: __________________________________
Jeffrey Mitchell, City Attorney

CONSULTANT
By: _________________________
John W. Bliss, President
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EXHIBIT A
Consultant Proposal/Scope of Work
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_____________________________________________________________________________________________ CITY OF WEST SACRAMENTO PAGE 1
PROPOSAL FOR 23-012-RFP STORM DRAINAGE /STORM WATER FINANCING PLAN SCIConsultingGroup – APRIL 21, 2023

3.4 TECHNICAL PROJECT APPROACH - REVISED
The technical Project Approach described below includes all tasks included within the City’s March 17, 2023, Request for Proposal 23-012-RFP document. Also, we have included descriptions of three optional “Next Steps” tasks: Polling, Balloting and Community Outreach.

1. Project Management Lead: SCI
SCI, as prime consultant, will provide comprehensive project management for all project tasks, including internal consultant-staff coordination, meetings, invoicing and other support activities, monthly progress reports, and review of all deliverables.

SCI will initiate the project with a kick-off meeting and prepare a comprehensive agenda for a productive and efficient meeting. The goal of this meeting will be to review the scope as well as discuss strategic objectives and identify key decision points and milestones. Also, SCI has welldeveloped approaches and processes to ensure control over overall project costs, schedules, and quality assurance/quality control, which will be discussed and customized for this project.

SCI will schedule periodic project meetings with appropriate City staff throughout the project.

Each session will be preceded by an agenda to identify the subject of the meeting and followed up by action notes.

Deliverables
• Active and responsive project management
• Attendance at meetings with agendas and action item summaries, etc. • Monthly Status Reports, invoices, and schedule updates Special Notes on Meetings: SCI’s primary office in Fairfield is located just 45 minutes away from West Sacramento, so face-to-face meetings can be readily facilitated. The SCI Team will work with the City to optimize a blending of the use of virtual meeting technology and face-to-face meetings.

2. Work Plan Lead: SCI
Based upon the discussion and direction established at the kick-off meeting, SCI will prepare a “living document style” Work Plan including all required tasks, schedule including key milestones, durations, approach, key decisions, and levels of effort.

Deliverables
• Work plan
• Updates to workplan as project progresses
Exhibit A
217
_____________________________________________________________________________________________ CITY OF WEST SACRAMENTO PAGE 2
PROPOSAL FOR 23-012-RFP STORM DRAINAGE /STORM WATER FINANCING PLAN SCIConsultingGroup – APRIL 21, 2023

3. Research and Document Collection Lead: SCI
The SCI Team will develop and provide a comprehensive list of data requirements for the City staff to provide. These data items will support the subsequent work, including budget information, levels of service, program elements, and needs.

The SCI Team will review all pertinent reports and studies, including the plans prepared for North and South basins, etc. The SCI Team will also conduct research to include understanding of RD 900 and RD 537 facilities, operations, proposed projects, and financing. Finally, the SCI Team will identify all existing active CFDs and determine remaining obligations.

Additionally, the SCI Team will interview key City staff and other stakeholders to confirm and augment the information contained in the various documents. This task’s primary goal is to catalog and vet previous documents as well as ensure that the City’s approaches are in full harmony with various strategic goals set out by City leadership.

Deliverables
• Review of all pertinent data and documents
• List of additional data needed from City
• Documentation of underlying support data

4. Preliminary Assessment Lead: SCI
Benefiting from the work performed and knowledge gained in Tasks 1, 2 and 3 above, the SCI Team will assess drainage infrastructure and needs and costs. The SCI team will evaluate the identified problems and the recommended and prioritized improvement projects included in the 2022 Storm Drainage/Storm Water Master Plan Update. With focus on those improvement projects classified as Group A, the team will confirm with the City that each project remains high priority and can be realistically and implemented within the identified timeframe. After discussions with the City, the team will generate a specific plan for the drainage and stormwater improvement requirements for the City divided into the North Basin, South Basin, and Reclamation Districts 537 and 900. The cost estimates from the Masterplan, adjusted for inflation, will be used to generate a cost time horizon, addressing the most critical improvements first.

The SCI team will then examine the maintenance projects identified in the Master Plan. The team will then meet with appropriate City staff to confirm the maintenance projects and identify additional maintenance issues and requirements, such as the need for additional equipment, expanded labor, or refined practices. Costs of maintenance projects and additional maintenance efforts will be based on the Master Plan, adjusted for inflation, and other sources from the area.

The cost of maintenance projects and additional measures will be added to the cost of project implementation.

These subtasks will be organized in three primary tasks in support of Task 4:
a. Evaluate Needs, Costs, Service Levels and Responsibilities 218
_____________________________________________________________________________________________ CITY OF WEST SACRAMENTO PAGE 3
PROPOSAL FOR 23-012-RFP STORM DRAINAGE /STORM WATER FINANCING PLAN SCIConsultingGroup – APRIL 21, 2023
b. Evaluate Existing Funding Sources
c. Evaluate and Recommend Long Term Funding Strategies
Evaluate Needs, Costs, Service Levels and Responsibilities Although SCI will provide overall management of this task, our subconsultant NCE is wellexperienced with the evaluation and costing of storm drainage infrastructure and will lead the assessment of the existing infrastructure as well as support the assessment of existing service responsibilities along with levels of service and costs of service.

The financial analysis of the needs and service levels for the City to address operational and maintenance, capital, and compliance with the Municipal Regional Permit is critical for this project and serves as the foundation for Task 5 Implementation.

The SCI Team has comprehensive experience estimating existing and future stormwater program costs, with support from NCE, and has completed similar analyses for other municipal clients.

Based on the data collection efforts in previous tasks, the SCI Team will develop projected future stormwater program annual costs and sources of funding and will include an estimate of the total costs required to fully implement the stormwater program. To the extent requested by the City, the analysis may include a quantitative estimate of existing resources vs. projected needs and a detailed breakdown of expected funding gaps.
a) Identify, quantify document Past and Current needs, costs (O&M, capital and MRP) and service levels identified during document review in previous tasks.

Make recommendations on modifications, if applicable.
b) Interview key staff to identify the budget allocations as well as other related expenditures that may not currently be budgeted/accounted for as a part of the stormwater program. (Prior to the interviews, the SCI Team will provide an email package that can be sent to key staff to identify the purpose, approach, agenda, and background information so that staff are prepared.) c) Recommend future staffing needs, if any.
d) Identify, quantify document future projected needs, costs (O&M, capital and MRP) and service levels.

Evaluate Existing Funding Sources
With its broad experience as the State’s leader implementing property-related fees (primarily for storm drainage), benefit assessments (primarily for flood control) and special taxes and CFDs (for a variety of services) the SCI Team will evaluate, quantify, and document the current City and Reclamation District funding sources.

Evaluate and Recommend Long Term Funding Strategies
This work will provide the City with all options including balloted (property-related fees or parcel taxes) and several non-balloted options. (Most likely, a portfolio approach will be optimal, with a balloted property-related fee as the primary funding mechanism.) 219
_____________________________________________________________________________________________ CITY OF WEST SACRAMENTO PAGE 4
PROPOSAL FOR 23-012-RFP STORM DRAINAGE /STORM WATER FINANCING PLAN SCIConsultingGroup – APRIL 21, 2023
In any case, a variety of potential additional funding mechanisms will be evaluated including special taxes, user taxes, transient occupancy taxes, sales taxes, balloted property-related-fees, non-balloted property-related fees, benefit assessments, regulatory fees, new development fees, service fees and other non-balloted fees and revenues. Each potential source will be studied and evaluated along with important attributes such as political viability, legal rigor, reliability, legislative factors, costs of implementation and maintenance, future reliability, timeline, and compatibility with other funding mechanisms. SCI will also include a discussion of the impacts of Senate Bill 231 (Hertzberg) on storm drainage funding.

SCI will also utilize its own direct experience and research storm drainage funding approaches implemented by other municipalities in California. This research will include the approaches, whether or not balloted and ballot results, rate levels and a synopsis of why each measure succeeded or failed.

The SCI Team will develop a Funding Options Technical Memorandum with estimates of costs and rates; an exhaustive set of options that could be deployed for any set of costs and rate ranges, and clear and concise recommendations for next steps.

Deliverables:
• Spreadsheet summary of future projected O&M, capital and MRP stormwater program needs, costs, service levels and responsibilities. • Spreadsheet summary of existing funding sources
• Technical memorandum summarizing research findings and initial recommendations for long term funding.

5. Implementation Lead: SCI
Benefiting from the work performed and knowledge gained in Tasks 1, 2, 3 and 4 above, the SCI Team will:
a. Select Rate Structure Methodology
b. Measure the Non-Residential Properties
c. Document Basis of Ordinance Development
d. Fee Report Analysis (See Fee Report description, below) e. Cost of Service Analysis (See Fee Report description, below) f. Cash Flow Analysis (See Fee Report description, below) g. Present Final Results & Recommendations to Commission and Council h. Conduct Stakeholder & Public Outreach
These subtasks will serve as the foundation for the development of a Proposition 218-compliant Fee Report to support of the implementation of a long-term, sustainable, comprehensive funding mechanism or portfolio of mechanisms that meets the financial, political, administrative, legal, and multi-agency goals and requirements of this project. 220
_____________________________________________________________________________________________ CITY OF WEST SACRAMENTO PAGE 5
PROPOSAL FOR 23-012-RFP STORM DRAINAGE /STORM WATER FINANCING PLAN SCIConsultingGroup – APRIL 21, 2023
Develop Fee Report and Proposed Fees, including Cost of Service and Cash Flow Analyses SCI and NCE have comprehensive and extensive experience estimating existing and future stormwater program costs and have completed similar analyses for numerous other municipal clients. Stormwater rate-setting is unique among utility rates because of the voter-approval requirement and absence of the five-year rate limitation. The initial rate structure must be extremely durable and consistent for the long haul since the only adjustments in future years will be as prescribed by an inflationary index (such as the Consumer Price Index or Construction Cost Index). For this to work, a robust long-range model is essential. Based on the data collection effort described above,
Cost of Service and Cash Flow Analyses
Based upon the work previously performed under Task 4, above in “Evaluate Needs, Costs, Service Levels and Responsibilities“, SCI will utilize its long-range, 30-year financial forecasting tool to develop future stormwater program annual costs and the revenue requirement necessary to fund the program. (The work in this task will rely heavily on the work done previously in support of forecasting of costs in the three main areas of concern: operations and maintenance, NPDES Permit compliance, and capital needs.)
SCI’s long-term forecasting includes costs versus revenue (including all installments for financed capital costs), for each year to expose any cash flow issues. SCI will work with City to address any cash flow issues, smoothing spending versus revenue as part of this analysis.

Fee Report
Building on the information from previous tasks, the SCI Team will prepare a comprehensive Proposition 218-compliant property-related fee engineering and nexus/justification report (“Fee Report”) for the proposed programs and improvements to be funded. The preliminary work will consider rate structure options incorporating all necessary revenues, costs, fund balance targets, reserves, debt service considerations, and capital improvement scenarios. The Fee Report will include a detailed description of the programs and improvements as the rationale used for the fee apportionment (typically based on impervious area) and calculation of the specific proposed fee amount for each parcel in the City.

The Fee Report may also include rate credit provisions to incentivize on-site runoff abatement that could apply to traditionally impervious large sites such as commercial, industrial, and institutional parcels as well as newly developed sites to help the City implement structural BMPs and hydrograph modification practices. Examples of this can be found in our recent Fee Reports for the Cities of Cupertino, Alameda, and Davis. Additionally, the Report will include legal considerations and issues for the fee methodology, appeal processes, and alternative revenue enhancement options. The process will build on the data gathered in previous tasks, including parcel data, community priorities, and budgets, cost estimates, and multi-year proforma for all services and improvements. The Fee Report will also include stormwater rate levels for various similar and nearby municipalities.

A large part of this task will be the compilation of the parcel attributes. In particular, SCI will need to perform an audit of parcel lot coverage of impervious surfaces for the various land classes. The 221
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parcel audit is a time-consuming task that will require looking at all our data sources, viewing aerial photos, and possibly some site visits. The data generated in this effort will be the backbone of the analysis that follows, where the nexus of parcel attributes to the fee structure is developed.

This analysis uses many layers of statistical work and a reasoned and stout rationale for the resulting nexus.

The Fee Report’s development is an iterative process and will be interwoven with the recommended early stakeholder outreach. This process varies depending on the community and will be tailored to fit the City’s situation. SCI will present these fiscal plans, data review and analysis, and variousfee scenarios to the City in up to three review sessions. Issues uncovered by the reviews will be highlighted and remedies suggested. Depending on the iterative path decided upon, new scenarios may be presented to internal (and possibly selected external) stakeholders to help refine the rate structure and incorporate the community’s priorities.

Once City staff has reviewed the data and information, we will prepare a Draft Fee Report for a consolidated review by City staff and legal counsel of the recommended revenue requirement, rate structure and fee levels. After that review, SCI will prepare the Final Fee Report that satisfies the requirements of Articles XIIIC and XIIID of the California Constitution (Proposition 218), the Government Code, and other relevant code sections. The Report will be prepared and signed by John Bliss, PE, or Edric Kwan, PE, both registered Civil Engineers in California. The Report will include a detailed description of the proposed fee structure for the programs and improvements, future capital and facility improvement needs, a detailed cost estimate, the rationale used for the fee apportionment, calculation of the specific proposed fee amount for each parcel in the City, any necessary maps or diagrams, and other elements.

Deliverables:
• Preliminary Rate Scenarios – Spreadsheet & PowerPoint level • Supporting Stakeholder and Public Outreach
• Draft Stormwater Fee Report
• Final Draft Stormwater Fee Report1 and supporting PowerPoint for City Council Study Session
• Final Fee Report for City Council Approval
1 Recent Examples of SCI’s Stormwater Fee Report can be found at the three following locations:
• City of Davis):
http://documents.cityofdavis.org/Media/Default/Documents/PDF/Stormwater/Stormwater-Utility-Costof-Service-Rate-Study-ATT1-Fee-Report.pdf • City of Alameda (2019): https://www.alamedaca.gov/files/sharedassets/public/publicworks/misc/exhibit-1-draft-stormwater-fee-report.pdf • City of Cupertino (2018): https://www.cupertino.org/home/showdocument?id=23893 222
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Project Schedule
The Project schedule below provides an illustration of our preliminary timeline – which would be adjusted and updated at the kick-off meeting and throughout the project.

Task Description
1 Project Management
2 Work Plan
1 Research and Document Collection
2 Preliminary Assessment
3 Implementation
Legend: Task Work City Staff and Council Presentations
City of West Sacramento
Storm Drainage /Storm Water Financing Plan
Tentative Timeline
May 23 Jun 23 Jul 23 Aug 23 Sep 23 Oct 23 Nov 23 Dec 23 Jan 24 Feb 24 Mar 24 SCI is accustomed to navigating such issues and providing realistic recommendations to our clients. We commit to being flexible in crafting the timeline and making real-time adjustments as the project continues.

Recommended Optional Task - Community Polling Lead: SCI The community polling and opinion research phase is intended to provide the City with a highly accurate projection of ballot support for a new storm drain fee. This opinion research will provide a clear insight into the community’s priorities (including public awareness, understanding, and receptiveness to finance) to enable the City and Member-Agencies to finalize a set of services and improvements that will best meet the community’s needs. This insight will support the refinement of branding, messaging, and communication with the community.

The SCI Team has developed a sophisticated research methodology for identifying the priorities of registered voters and property owners, their support for a local funding measure and how best to package it for success. One of the primary strengths of the recommended approach is its proven ability to identify support most accurately from different types of property owners, such as single family residential, business, industrial, apartment, and investment property owners.

Moreover, the recommended approach and methodology have proven to provide accurate and reliable research findings in a wide range of social and economic environments. These include rural areas and urban communities, ranges of income, and a variety of ethnic backgrounds.

Due to the demonstrated higher level of accuracy and improved ability to reach all types of property owners and voters, the SCI Team recommends its well-proven mailed survey approach specifically tailored to account for the unique aspects of the potential mail-ballot propertyrelated fee. The methodology developed by the SCI Team has proven to be materially more accurate than standard phone surveys in predicting actual ballot results for property-related fees.

Based on the scenarios and the potential services and improvements developed in the previous tasks, the SCI Team would develop a preliminary storm water fee structure. The fee structure will 223
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allow us to assign each parcel an actual fee amount to be tested in the survey phase. This is important because Proposition 218 requires the City to inform property owners about the fees that will be voted on by property owners. Therefore, an effective survey should show the same information in order to be predictive of the actual balloting. By developing a preliminary fee structure and printing the individual fee on each survey form, the SCI Team will ensure the opinion research accurately measures support from all types of property owners and is based on the specific fee they may be asked to support for their property, instead of an average rate that may have not correlate to their actual proposed fee.

Working with City staff, SCI will design a mailed survey questionnaire, informational guide, and associated envelopes. (The questionnaire will be designed to address all the questions listed on page 1 of the Scope of Services included in the RFP package.) SCI will develop a sophisticated parcel database with preliminary fee amounts and extract a stratified random sampling of potential respondents. Next SCI will individually print and mail (including postage-paid return envelopes) survey packets to the sampled property owners. SCI will offer an on-line version of the survey questionnaire for respondents to optionally use.

After the period allowed for the mailing and postage-paid return of the surveys, the SCI Team would conduct complex analysis and modeling of the survey results for the City as they relate to the expected property owner ballot participant profile and balloting scenario. After completing this detailed modeling and analysis, the SCI Team would prepare a PowerPoint presentation that summarizes the opinion research findings and makes recommendations regarding residents’ and owners’ storm drain improvement and service priorities, as well as the feasibility of moving forward with a ballot measure to fund such priorities. The presentation will also include additional value-added elements such as the recommended ballot measure alternatives and services to be funded, an outline of the recommended action plan for proceeding with local funding measures, profiles of likely supporters and opponents, service priorities, support by geographic area, and key messaging elements and strategies. The SCI Team recommends mailing 6,000 survey questionnaires to achieve a +/-3% margin of error and provide for identifying specific support levels.

Deliverables:
• Conduct statistically valid mailed community survey
• Printing, mailing, return postage of 6,000 surveys
• PowerPoint presentation of survey findings and recommendations Meetings:
• PowerPoint presentation to staff
• PowerPoint presentation to City as needed
Recommended Optional Task - Proposition 218 Fee Implementation Lead: SCI SCI recognizes that this process is new for each of our clients, so we will lean on our extensive experience to advise the City on the process and advise City staff on these procedures. There are 224
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many documents that will be required to support the process, and SCI will draft each one for the City’s review.

Overview
Implementation of a property-related fee includes several steps:
a. City Council approval of the Fee Report, setting a public hearing2 date and time, and authorizing the mailing of notices.
b. Printing and mailing of notices.
c. Conduct a public hearing no less than 45 days after the mailing of notices. d. City Council authorization of mailing of ballots (if no majority protest is formed). e. Printing and mailing of ballots.
f. Tabulation of ballots after close of ballot period (at least 45 days after public hearing).
g. City Council certification of results of the balloting, authorizing the fee structure if support is over 50%.
h. Roll out of fees into property tax bill system (or utility bill system).

As noted above, the Proposition 218 process for stormwater fees included a ballot proceeding.

Since State law does not prescribe a detailed procedure for conducting the proceeding, one of the first actions of this task is to develop a Proposition 218 procedures resolution to be adopted by the City Councils.

Documents
The SCI Team will draft all notices, resolutions, ordinances, and staff reports required for each step in the process as well as the final ballot packet. City staff, including the City Clerk and legal counsel, will review and finalize all these documents. We will also assist the City and its legal counsel with a public hearing script and responses to property owner testimony.

Municipal codes for each city are structured differently, and ordinance practices vary. Many cities choose to adopt a stormwater rate ordinance that clearly defines the services provided, areas serviced, initial rates, and other elements to demonstrate adherence to the California Constitution (e.g., Article XIIID) and statutes. The timing of the ordinance is also variable. Some cities have introduced an ordinance prior to the ballot proceeding, thus making the ordinance part of the voter approval process. However, this calls into question the ability of the City Council to make administrative changes later without voter approval. Another timing option is to adopt the ordinance after the successful balloting on the rates.

The design of the official notice, ballot, and supporting informational items and mailers is one of the most important elements of a successful ballot outcome. The SCI Team will utilize its unmatched expertise and track record to design these items that clearly and concisely explain the reason for the stormwater fee while meeting all legal requirements. 2 These public hearings are prescribed by Proposition 218, and commonly called “protest hearing” because if protests are received from owners of a majority of parcels, the rate implementation process is blocked. 225
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Printing and Mailing
After the notices and ballots are fully reviewed and finalized, the SCI Team will oversee the printing and mailing of the notices and then the ballot packets. (This work will be performed by our reliable mail house partner, Admail West, a printing and mailing firm with industry-leading experience with registered voter elections and mail ballot proceedings.) Throughout the noticing and balloting periods, the SCI Team will also field and respond to property owner inquiries, will research, and confirm new owners that are not reflected on the official county property ownership records, and will issue replacement ballots upon request.

Tabulation
Tabulation is required by law to be done either by an impartial third party (which the City Clerk is defined to be), or in public view. The SCI Team is proposing to provide assistance to the manual work of the tabulation efforts (as performed primarily by City staff), using its proven bar scan technology. Further, we would recommend conducting the tabulation process in a room accessible to the public to avoid any appearance of impropriety. We estimate that the tabulation will take no more than two days to complete.

Deliverables:
• Management of noticing and balloting process
• Designing, printing, mailing of fee notices
• Designing, printing, mailing of ballot packets
• Supporting staff reports, resolutions, and ordinances • Property owner support throughout process
• Training City Clerk and staff on procedures and scripts for answering citizen questions
Exclusion:
• Integration of parcel-based fee data (required for balloting) with the Cities’ account-based utility billing system. If the fees are approved by the voters, SCI can assist the Cities in this effort for an additional fee Meetings:
• Three City Council meetings
 Fee Report Approval / Initiation of Proposition 218 process  Public Hearing
 Certify ballot results / take final actions
Recommended Optional Task - Community Education in Support of Balloting Lead: SCI SCI is a firm believer in bringing the community’s voice into the process early and often, and Community Education is defined in two phases:
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• A listening phase where early concepts for system needs and revenue mechanisms are presented to trusted stakeholders for their input and feedback. This helps the City to broaden its perspective and develop a work product that is responsive to the community’s priorities. It also allows the City to develop a robust messaging program to engage the broader community better.
• An education phase where the rate structure is well developed along with message components. This phase typically occurs after the City Council has approved the rate structure along with the City’s stormwater system goals and objectives.

The figure below shows the two parallel tracks for a typical stormwater ballot measure. The tasks in green are the procedural and administrative milestones. The tasks in blue show a typical community outreach program and how it
begins right at the beginning (listening
phase) and continues right through to the
final step (education phase) in a progressive
manner.

With this in mind, the SCI Team will assist
with public informational and educational
outreach strategies and property owner
informational services. Our firm's
informational outreach efforts, which will
continue throughout the ballot proceeding,
include tasks necessary to ensure that the
property owners are adequately informed
about the assessment ballot proceeding
and the proposed services/improvements in their area before the mailing of ballots. The SCI Team understands that basic message components will need to be simple, clear, and transparent, and need to be well supported with detailed and substantive information. Credibility is the most important factor in this outreach.
a. Develop Communication Infrastructure
The SCI Team will carefully evaluate and develop potential communication infrastructure. Working with City staff (i.e., Public Information Officer, etc.), we will evaluate and ultimately coordinate existing communication infrastructure, including stakeholder contacts, print media, website, social media, print publications, neighborhood groups, newsletters, etc. We will prioritize and integrate the various methods as appropriate. We will also look at e-mail contacts with HOA and neighborhood leaders, and web-based platforms like nextdoor.com. We will develop a schedule for community stakeholder meetings, due dates for local group newsletters, etc. Our extensive experience has shown that the most effective communication mechanisms for this type of infrastructure are small, local, and neighborhood-based, with a personal communication or face-to-face element. This approach is not expensive, but it is a fair amount of work, and is very effective when well executed.

How Community Engagement informs all steps in a revenue measure
227
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b. Develop Communication Messaging
The development of the messaging and supporting information is an iterative process with City staff, the SCI Team, and members of the public. Throughout this process, the SCI Team will analyze and refine messaging associated with stormwater infrastructure. In this task, the SCI Team will develop draft communications of various types. These may include website content, Frequently Asked Questions (FAQ) documents, camera-ready mailers and brochures, PowerPoint presentations, and emails, scripts, and other adaptable messages.
c. Communications Rollout and Implementation
Once the outreach plan is well-vetted, reviewed and refined, the SCI Team will coordinate the rollout and implementation of the plan. SCI will provide preparation and support for City staff each step along the way and can be available to attend selected meetings. SCI will also develop detailed rates and parcel data for selected stakeholders (e.g., Chamber of Commerce, school districts, large landowners, etc.).

Deliverables:
• Outreach Action Plan
• Draft messaging documents, updated as needed (website content, FAQ, fact sheet, handouts, PowerPoint, adaptable messaging)
• Curation of stakeholders list and meeting schedules
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CDD23-192 Storm Drainage/Storm Water Financing Plan
Expires 9/30/2026

EXHIBIT B
Schedule of Performance
Contract Start Date Octotber 1, 2023
Contract End Date September 30, 2026
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EXHIBIT C
Schedule of Fees
230
Line Item Description Quantity Unit of Measure Unit Cost Total 1 Project Management 1 EA $7,356.00 $7,356.00
2 Work Plan 1 EA $12,940.00 $12,940.00
3 Research and Data Collection 1 EA $28,190.00 $28,190.00 4 Preliminary Assessment 1 EA $19,792.00 $19,792.00
5 Implementation 1 EA $27,550.00 $27,550.00
Total $95,828.00
Optional Tasks
Community Polling 1 EA $34,108.00 $34,108.00
Prop 218 Implementation (Balloting) 1 EA $62,240.00 $62,240.00 Community Education 1 EA $21,835.00 $21,835.00
Optional Task Subtotal $118,183.00
Grand Total $214,011.00
Exhibit C
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EXHIBIT D
CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700
[Labor Code § 1861]
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

CONSULTANTS
By:

John W. Bliss, President
232

CITY COUNCIL AGENDA REPORT
MEETING DATE: September 27, 2023 ITEM # 11
SUBJECT:

CONSIDERATION OF RESOLUTION 23-51 TERMINATING THE DEVELOPMENT AGREEMENT WITH GOLD MOUNTAIN DISTRIBUTION AT 3939 WEST CAPITOL AVENUE

SUITE C
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Seamus Laffey, Senior Planner
Community Development Department
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
The objective of this report is to provide the Council with sufficient information to consider termination of the Development Agreement with Gold Mountain Distribution.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council:
1) Adopt Resolution 23-51 (see Attachment 1) terminating the development agreement with Gold Mountain Distribution, LLC.
2) Direct staff to pursue any necessary actions to ensure that this business no longer operates at the subject location.

BACKGROUND
Gold Mountain Distribution is a wholesale cannabis distribution business located at 3939 West Capitol Avenue, Suite C. A Conditional Use Permit (CUP) was approved by the Planning Commission on October 19, 2017, and the Development Agreement (DA) was approved by City Council on November 15, 2017, via Ordinance 17-19.

The CUP and DA approved an approximately 6,400 square foot cannabis logistics/distribution/transportation facility. No cultivation or retail sales were approved to occur at the facility.

The business received a Certificate of Occupancy from the Building Division on July 23, 2021, after completing the necessary tenant improvements and receiving final inspection approvals from the Community Development, Police and Fire Departments. A City business license was issued for Gold Mountain on July 27, 2021. The business operates under an active annual state license (Lic. No. C11-0000609-LIC) that is set to expire July 1, 2024, unless renewed.

Per the DA the applicant is required to provide quarterly payments equivalent to 2.5% of the business’s gross sales receipts (Wholesale Distribution) to the City, comply with all health and safety requirements, comply with all state licensing requirements and comply with the approved safety and security plan. Additionally, the City has the right to inspect the business’s books, records and other relevant documents upon reasonable written notice.

The City also has a right to inspect the premises and its operation for compliance with the safety and security plan.

The City has a contract with HdL Companies (HDL) to assist on all cannabis related matters including review of safety and security plans, financial audits, and compliance inspections. The City received a DA assignment request from Gold Mountain Distribution for a change of ownership to have David Argudo added on as a new co-owner. Because of this request and lower than anticipated reported revenue from the business, staff decided to conduct a compliance inspection and financial audit of Gold Mountain with assistance from HDL to examine general books and records and to evaluate site security, access control, inventory control and cash handling procedures. If the results were positive, staff would have processed the DA assignment for City Manager consideration.

On September 27, 2022, HDL and City staff attempted to conduct an on-site cannabis compliance inspection at Gold Mountain Distribution after providing adequate notice to the business and upon arrival to the location, inspectors found the place was locked and secured with no one on site. City staff later reached one of the principals in the company who was able to remotely grant access to the building. Since a representative from the business was not present to assist with the collection of documents, the inspection could not be completed as planned.
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A follow up inspection was completed on January 13, 2023. The scope of the inspection was to examine general books and records in addition to evaluate site security, access control, inventory control, and cash handling procedures. The results of that inspection, provided in the Compliance Inspection Report (see Attachment 2) identified numerous City and State requirements on which Gold Mountain was noncompliant.

HDL also conducted a financial audit of Gold Mountain Distribution pursuant to the DA. The results of that audit are included in a confidential audit report sent to the City’s Finance Department. The report mentions that HDL’s analysis was limited by Gold Mountain’s absence of complete and substantive sales records but found that the business significantly underreported revenue to the City between its inception and the end of the audit period (September 30, 2022) and thus significantly underpaid contractual payments to the City as required by the DA.

The business paid $439.60 to the City during the one-year review period and HDL’s analysis showed an additional $11,586.38 is due to the City which includes the interest payment. Additional impermissible business activity findings are included in the financial audit report and detailed later in the analysis section.

Based on HDL’s findings, and after consideration by the internal multi-departmental Cannabis Committee, the City provided Gold Mountain a Notice of Development Agreement Default on June 19, 2023, detailing specifics of how Gold Mountain is in default of the DA and how such defaults may be cured in accordance with the DA (see Attachment 3, First Notice of Development Agreement Default). Per the DA any defaults must be cured within 30 days. The City did not receive a timely response back from Gold Mountain and the response that was received was not from a contractual party to the DA.

The City received a response to the June 19th Notice of DA Default letter from a representative of Gold Mountain via email on September 6. The email provided a response to items 1-9 in the default letter but not a response to item 10 regarding the lack of sufficient payment to the City. Many of the items identified in the default notice cannot be cured since the defaults have already occurred, such as operating at the location prior to receiving all City approvals, not maintaining complete and accurate transportation manifests, and failing to meet all the safety and security plan requirements such as retaining security video footage for the required 90 days. For these items the representative’s response was that this occurred under a prior owner. However, the City has not approved any assignment of the DA as required by DA Section 14 and thus ownership changes that have occurred are another default of the DA. The response also detailed the recent communications they have had with HDL on making progress towards many of the operational and security requirements. No response was given for why the business has not paid the required quarterly payment to the City identified as #10 in the default letter.

A notice was sent on August 22, 2023, notifying Gold Mountain of this termination agenda item.

ANALYSIS
According to Section 12.1 of the DA, the failure of either Party to perform any obligation or duty under the terms of the DA within the required timeframe shall constitute an event of default. A Party asserting that the other Party is in default shall be referred to as the "Complaining Party" and the other Party shall be referred to as the "Defaulting Party.” Per Section 12.2, the Complaining Party may not place the Defaulting Party in default unless it has first given written notice to the Defaulting Party, specifying the nature of the default and the manner in which the default may be cured, if known to the Complaining Party. Pursuant to Section 12.3, the Defaulting Party shall have thirty (30) days from the receipt of notice to cure the default. According to Section 12.4, if the Defaulting Party fails to cure a default, the Complaining Party shall have the right to terminate the DA upon notice to the Defaulting Party. Lastly, Section 12.7 states that termination of the DA shall also result in the automatic termination of the Conditional Use Permit.

HDL’s Compliance Inspection and financial audit identified Gold Mountain to be non-compliant with numerous local and state requirements which are summarized below.

1. Failure to Maintain Required State or Local Licenses as Required by Section 6.4 of the DA.

Gold Mountain has transportation manifests showing it transported cannabis between May 11, 2020, and July 17, 2021, all before being issued a business license from the City on July 27, 2021, and before the Building Division issued a Certificate of Occupancy to occupy the business location.

2. Failure to Comply with Laws and Regulations Applicable to Cannabis Activities as Required by Section

8.3 of the DA.

Gold Mountain received its state license from the Bureau of Cannabis Control (predecessor agency to the Department of Cannabis Control) on July 2, 2019, more than two years before receiving a City 234
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business license whereas state law requires a valid local license to exercise the administrative authority of a state license.

3. Failure to Comply with Business and Professions Code Section 26030(f) as Required by Section 8.3 of the DA.

Business and Professions Code section 26030(f) requires compliance with local ordinances. Based on Gold Mountain’s records, it conducted business prior to receiving a business license from the City in violation of West Sacramento Municipal Code Chapter 5.04.

4. Failure to Comply with Business and Professions Code Section 26160 as Required by Section 8.3 of the DA.

Business and Professions Code section 26160 requires Gold Mountain to maintain complete and accurate transportation manifests. Records indicate that transportation manifests were frequently completed with information that cannot be accurate based on the start and end locations of the described routes and the time in-between departure and arrival.

5. Failure to Comply with Department of Cannabis Control Regulation Section 15006 as Required by Section 8.3 of the DA.

Department of Cannabis Control Regulations section 15006 requires Gold Mountain to provide a diagram identifying certain details regarding its facility. The diagram provided by Gold Mountain was deficient insofar as it failed to identify Limited-Access areas, failed to identify the vehicle receiving bay, and failed to identify legibly the location of surveillance equipment.

6. Failure to Comply with Department of Cannabis Control Regulation Section 15042 as Required by Section 8.3 of the DA.

Department of Cannabis Control Regulations section 15042 requires Gold Mountain to impose certain procedures with respect to site access. Records indicate that Gold Mountain failed to accurately record visitors by maintaining an incomplete visitor's log.

7. Failure to Comply with Department of Cannabis Control Regulation Section 15044 as Required by Section 8.3 of the DA.

Department of Cannabis Control Regulations section 15044 requires Gold Mountain to impose certain video security measures. Gold Mountain failed to demonstrate recording equipment that could record footage for the required 90 days.

8. Failure to Comply with Department of Cannabis Control Regulation Section 15046 as Required by Section 8.3 of the DA.

Department of Cannabis Control Regulations section 15046 requires Gold Mountain to install commercial-grade locks. The compliance inspection revealed that several points of access to the site were not equipped with compliant locks.

9. Failure to Comply with Department of Cannabis Control Regulation Section 15049.2 as Required by Section 8.3 of the DA.

Department of Cannabis Control Regulations section 15049.2 requires Gold Mountain to maintain shipping manifests through track and trace system. Gold Mountain’s manifests revealed multiple inconsistencies with respect to when the manifests were created, departure and arrival times, date and time product was received, and travel routes.

10. Failure to Make Quarterly Payments Pursuant to Section 9.1 of the Agreement.

Pursuant to Section 9.1 of the Agreement, Gold Mountain is obligated to make quarterly payments equal to 2.5% of Gold Mountain’s gross receipts. Based on a detailed financial audit of the transactions documented by Gold Mountain, those payments should have equaled $8,599.18 for business conducted 235
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through September 30, 2022, but Gold Mountain has paid the City just $439.60 for this period. With interest, this is now $11,586.38 per the HDL financial audit.

Due to the numerous noncompliance with required local and state requirements and the business’ lack of comprehensive and timely response to the notice of default letter mailed in June, it is recommended that the DA with Gold Mountain Distribution be terminated, and staff pursue any necessary actions to ensure that this business no longer operates at the subject location.

Environmental Considerations
Approval of this termination is not a project for purposes of CEQA pursuant to CEQA Guidelines § 15378 since it’s terminating a contractual agreement only. There would not be any direct or indirect impact on the physical environment with this action.

Commission Recommendation
Not Applicable
Strategic Plan Integration
No applicable
Alternatives
Staff’s recommendation and the Council’s primary alternatives are summarized below:
1) Approve staff’s recommendation to terminate the DA with Gold Mountain Distribution via Resolution 23- 51; or
2) Reject the recommended actions.

Alternative 2 is not recommended given the number of requirements that Gold Mountain is non-compliant with and their lack of timely response to rectify the matters along with the under reporting of revenue.

Coordination and Review
This report was prepared by the Community Development Department in coordination with the City Attorney’s Office, Finance Department, and the City Manager’s Office.

Budget/Cost Impact
Approval of the recommended action would result in potential lost revenue from the business although City oversight costs have exceeded this amount. To date, for the past two years in operation, the business has paid just under $900 to the City and has cost several thousand in staff time and consultant costs for financial and compliance audits as well as other compliance and oversight activities.

ATTACHMENTS
1) Resolution 23-51
2) HDL Compliance Inspection Report
3) First Notice of Development Agreement Default
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Attachment 1
RESOLUTION 23-51

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

APPROVING THE TERMINATION OF THE DEVELOPMENT AGREEMENT WITH GOLD MOUNTAIN DISTRIBUTION AT 3939 WEST CAPITOL AVENUE, SUITE C WHEREAS, grounds for termination of said development agreement approved via Ordinance 17-19 with Gold Mountain Distribution has been presented to the City Council of the City of West Sacramento; and
WHEREAS, the City Council has duly considered all information before them; and WHEREAS, the City Council has found Gold Mountain Distribution to be in default with the terms of the development agreement; and
WHEREAS, the City Council has found Gold Mountain Distribution to be in noncompliance with the local and state regulations as identified in the agenda report; and WHEREAS, the City provided Gold Mountain due notice of default with the development agreement and this termination as required per the development agreement; and
WHEREAS, Gold Mountain has not made any meaningful efforts to cure; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of West Sacramento:

A. Makes the following findings based on the information presented to the City Council at its meeting of this date supporting termination of the Gold Mountain Distribution Development Agreement:

1. Failure to Maintain Required State or Local Licenses as Required by Section

6.4 of the DA.

Gold Mountain has transportation manifests showing it transported cannabis between May 11, 2020, and July 17, 2021, all before being issued a business license from the City on July 27, 2021, and before the Building Division issued a Certificate of Occupancy to occupy the business location.

2. Failure to Comply with Laws and Regulations Applicable to Cannabis Activities as Required by Section 8.3 of the DA.

Gold Mountain received its state license from the Bureau of Cannabis Control (predecessor agency to the Department of Cannabis Control) on July 2, 2019, more than two years before receiving a City business license whereas state law requires a valid local license to exercise the administrative authority of a state license.

3. Failure to Comply with Business and Professions Code Section 26030(f) as Required by Section 8.3 of the DA.

Business and Professions Code section 26030(f) requires compliance with local ordinances. Based on Gold Mountain’s records, it conducted business prior to receiving a business license from the City in violation of West Sacramento Municipal Code Chapter 5.04.
237
Attachment 1

4. Failure to Comply with Business and Professions Code Section 26160 as Required by Section 8.3 of the DA.

Business and Professions Code section 26160 requires Gold Mountain to maintain complete and accurate transportation manifests. Records indicate that transportation manifests were frequently completed with information that cannot be accurate based on the start and end locations of the described routes and the time in-between departure and arrival.

5. Failure to Comply with Department of Cannabis Control Regulation Section 15006 as Required by Section 8.3 of the DA.

Department of Cannabis Control Regulations section 15006 requires Gold Mountain to provide a diagram identifying certain details regarding its facility.

The diagram provided by Gold Mountain was deficient insofar as it failed to identify Limited-Access areas, failed to identify the vehicle receiving bay, and failed to identify legibly the location of surveillance equipment.

6. Failure to Comply with Department of Cannabis Control Regulation Section 15042 as Required by Section 8.3 of the DA.

Department of Cannabis Control Regulations section 15042 requires Gold Mountain to impose certain procedures with respect to site access. Records indicate that Gold Mountain failed to accurately record visitors by maintaining an incomplete visitor's log.

7. Failure to Comply with Department of Cannabis Control Regulation Section 15044 as Required by Section 8.3 of the DA.

Department of Cannabis Control Regulations section 15044 requires Gold Mountain to impose certain video security measures. Gold Mountain failed to demonstrate recording equipment that could record footage for the required 90 days.

8. Failure to Comply with Department of Cannabis Control Regulation Section 15046 as Required by Section 8.3 of the DA.

Department of Cannabis Control Regulations section 15046 requires Gold Mountain to install commercial-grade locks. The compliance inspection revealed that several points of access to the site were not equipped with compliant locks.

9. Failure to Comply with Department of Cannabis Control Regulation Section 15049.2 as Required by Section 8.3 of the DA.

Department of Cannabis Control Regulations section 15049.2 requires Gold Mountain to maintain shipping manifests through track and trace system. Gold Mountain’s manifests revealed multiple inconsistencies with respect to when the manifests were created, departure and arrival times, date and time product was received, and travel routes.

10. Failure to Make Quarterly Payments Pursuant to Section 9.1 of the Agreement.

Pursuant to Section 9.1 of the Agreement, Gold Mountain is obligated to make quarterly payments equal to 2.5% of Gold Mountain’s gross receipts. Based on a detailed financial audit of the transactions documented by Gold Mountain, those payments should have equaled $8,351.68 for business conducted through 238
Attachment 1
September 30, 2022, but Gold Mountain has paid the City just $439.60 for this period. With interest, this is now $11,586.38 per the HDL financial audit.

B. Based on these findings, hereby terminates the development agreement with Gold Mountain Distribution at 3939 West Capitol Avenue, Suite C.

PASSED AND ADOPTED by the City Council of the City of West Sacramento this 27th day of September 2023, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Martha Guerrero, Mayor
ATTEST:

Jennifer Cusmir, City Clerk
239

CITY OF WEST SACRAMENTO

COMPLIANCE INSPECTION

COMPLIANCE NARRATIVE

COMPLIANCE HISTORY
On September 27, 2022, HdL Companies (HdL) and the City of West Sacramento (City) attempted to conduct an on-site cannabis compliance inspection at Gold Mountain Distribution located at 3939 West Capitol Ave, Suite #C, West Sacramento. Upon arrival to the location, inspectors found the place was locked and secured with no one on site. City staff later reached David Argudo who was able to remotely grant access to the building. Since a representative from the business was not present to assist with the collection of documents, the inspection could not be completed as planned (See original HdL Compliance Inspection report for further information).

As a result of the incomplete inspection, the City issued business owners Ariana Tibbets and David E. Argudo the attached Demand for Business Records (Exhibit #1). The Demand was sent on December 1, 2022. On January 13, 2023, Argudo provided all requested documents.

OWNERSHIP BACKGROUND
The original General Application Form for Gold Mountain Distribution was submitted by Michael Ramirez (CoFounder) on September 27, 2017. On October 19, 2017 the City’s Planning Commission approved the proposed project located at 3939 West Capitol Avenue Suite C (Exhibit #5).

On July 23, 2021, the City issued Gold Mountain Distribution their Certificate of Occupancy (Exhibit #3).

Business License No: 22327 was issued on July 27, 2021 (Exhibit #2). No commercial cannabis activity should have taken place prior to the issuance of the aforementioned documents.

On December 29, 2017, Michael Ramirez and Ariana Tibbets filed a Statement of Conversion with the Secretary of State listing themselves as the only owners of Gold Mountain Distribution. On May 25, 2021, David E.

Argudo filed a Statement of Information listing himself as the Chief Financial Officer and Director of Gold Mountain Distribution; Tibbets was listed as Chief Executive Officer and Secretary. However, Michael Ramirez was no longer listed as an owner (Exhibit #2).

Although Argudo assumed legal responsibility of Gold Mountain Distribution per the Share Purchase Agreement among Gold Mountain Distribution and Gold Mountain Ventures LTD dated July 15, 2019 (Exhibit #6), at the time of this report, HdL was unable to locate any documentation reporting the change of ownership to the City and/or State. The City currently reports Ariana Tibbets as the legal business owner of Gold Mountain Distribution.

Inspection Date December 13, 2022, Announced, Staff Present Inspection By Matthew Eaton
Business Name / DBA Gold Mountain, LLC dba Gold Mountain State License #: C11-0000609-LIC
Local License #: 22327
Business Address 3939 West Capitol Ave, Suite C
West Sacramento, CA 95691
Business Type Distribution
Business Contact Information Ariana Tibbets or David Argudo 15835 East Main Street
La Puente, CA 91744
Phone: No Phone Number Provided
[email protected]
Attachment 2
240

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JANUARY 13, 2023 COMPLIANCE INSPECTION
On January 13, 2023, HdL and City staff met David Argudo at 3939 West Capitol Avenue to conduct an onsite compliance inspection of the Distribution facility. The scope of the inspection was to examine general books and records in addition to evaluate site security, access control, inventory control, and cash handling procedures.

EXAMINATION OF TRANSPORTATION MANIFEST
During the inspection, inspectors located and examined a large three-inch, three ring binder full of METRC Cannabis Transportation Manifests. The binder was collected and transported to the Police Department where it was scanned and transmitted to HdL for further examination.

An analysis of the binder revealed the following:
• There is a total of 431 separate manifests
• The dates range from 5/11/2020 to 9/01/2022
• There are 182 manifested transactions prior to a City License being issued • The 182 manifests occurred between 5/11/2020 and 7/17/2021 • Between 5/11/2020 and 7/17/2021, David Argudo was the documented transporter on 40 manifests • Between 5/11/2020 and 7/17/2021, cannabis was transported to and stored at the unlicensed facility on 19 separate occasions
Pursuant to DCC regulations §15049.2 Recording Transfers of Cannabis and Cannabis Products, “A licensee shall prepare a shipping manifest through the track and trace system prior to transferring cannabis and cannabis products off of the licensed premises.”
It should be noted the Originating Entity (located in the upper left side of the manifest) is responsible for creating the original document however, it is the responsibility of the Distributor/Transporter to ensure the detail on each manifest is accurate. State mandated METRC training instructs Licensee to enter accurate information. A Distributor must be in possession of a complete and accurate manifest before transporting cannabis from a licensed premises. Manifest that are incomplete or contain false or misleading information are not considered valid and may not be used to support a legal shipment of cannabis goods.

Pursuant to DCC regulations §15048.1 (a)(4), Licensee have three (3) calendar days to correct any data entry errors. Although this information was collected from printed copies of manifests and not directly from the METRC database, there was not evidence the errors had been corrected.

Important Note: When examining the manifest in the attached Exhibits, the following information should be considered:
• The “Date Created” field is auto populated as soon as the Licensee start a new manifest; • The “Date and Approx. Time of Departure” is a blank field that requires a manual entry; • The “Date and Approx. Time of Arrival” is a blank field that requires a manual entry; • The “Date/Time Received” is a blank field that is auto populated as soon as the receiving Licensee “Accepts” the transfer of inventory.

At the conclusion of the inspection, the Licensee was found to be NON-COMPLIANT with the state and local requirements identified in the report below. Please refer to the following Observations and Recommendations for further detail.

DCC REGULATIONS
§15006 PREMISES DIAGRAM Non-Compliant
(a) An applicant shall submit to the Department, with the application, a complete and detailed diagram of the proposed premises.
(b) The diagram shall show the boundaries of the property and the proposed premises to be licensed, showing all boundaries, dimensions, entrances and exits, interior partitions, walls, rooms, windows, and doorways, and shall include a brief statement or description of the principal activity to be conducted therein. 241

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(c) The diagram shall show and identify commercial cannabis activities that will take place in each area of the premises and identify limited-access areas.
(d) The diagram shall show where all cameras are located and assign a number to each camera for identification purposes unless the premises is exempt from the video surveillance requirement pursuant to section 15315 or section 15044 of this division.

Observation:
• The diagram presented at the time of the inspection was consistent with the actual floor plan however, it lacked the following detail (Exhibit #7):
o The diagram did not identify the Limited-Access areas o The diagram did not identify by name the vehicle receiving bay o The diagram attempted to identify the location of the surveillance recording equipment however, the label was illegible
§15037 GENERAL RECORD RETENTION REQUIREMENTS Compliant
(a) Licensees must keep and maintain records in connection with the licensed commercial cannabis business.

Records must be kept for at least seven years from the date of creation unless a shorter time is specified. (b) Records must be kept in a manner that allows the records to be produced for the Department in either hard-copy or electronic form.
(c) Records must be legible and accurate. No person may intentionally misrepresent or falsify records. (d) Records must be stored in a secured area where the records are protected from debris, moisture, contamination, hazardous waste, and theft.

Observation: N/A
§15039 LICENSE POSTING REQUIREMENT Compliant
(a) Upon issuance of any license, the licensee shall prominently display the license on the licensed premises where it can be viewed by state and local agencies. If the licensed premises is open to the public, the license shall be displayed in an area that is within plain sight of the public. (c) The QR Code Certificate displayed by a licensee, as required by subsection (b), shall be posted in the front window of the licensed premises within three (3) feet of any public entrance to the licensed premises, or in a locked display case mounted on the outside wall of the licensed premises within three (3) feet of any public entrance to the licensed premises.

Observation: N/A
§15042 PREMISES ACCESS REQUIREMENTS Non-Compliant
(a) For a premises that is not open to the public, the licensee shall establish and implement an identification and sign-in/sign-out procedure for all persons accessing the premises, including authorized individuals, suppliers, and visitors.
(b) Licensees shall ensure that only employees of the licensee and other authorized individuals access the limited-access areas of the licensed premises.
(d) An individual who enters the limited-access area and is not employed by the licensee shall be escorted by an employee of the licensee at all times while within the limited-access area. (e) A licensee shall maintain a record of all authorized individuals who are not employees of the licensee who enter the limited-access area. The record shall include the name of the individual, the company the individual works for, the reason the individual entered the limited-access area.

Observation:
• Licensee failed to maintain an accurate record of authorized individuals/visitors. The Visitor Log was found to be incomplete with multiple data fields left blank (Exhibit #8). • The visitor log has a column that combined “Name” and “Company”. As a result, visitors are only entering their name and failing to enter the Company they work for. §15044 VIDEO SURVEILLANCE SYSTEM Non-Compliant
Shall at all times:
(b) Effectively and clearly record images of the area under surveillance. (c) Each camera shall be permanently mounted and in a fixed location and clearly record activity occurring within 20 feet of all points of entry and exit.
(d) Areas that shall be recorded include the following:
1) Area where cannabis goods are weighed, packed, stored, loaded, and unloaded for transportation, prepared, or moved within the licensed premises;
2) Limited-access areas; 242

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3) Security rooms;
4) Areas storing a surveillance-system storage device with at least one camera recording the access points to the secured surveillance recording area; and
5) Entrances and exits to the licensed premises, which shall be recorded from both indoor and outdoor vantage points.
(g) The physical media or storage device on which surveillance recordings are stored shall be secured in a manner to protect the recording from tampering or theft. (h) Surveillance recordings shall be kept for a minimum of 90 calendar days. (j) Recording shall clearly and accurately display the time and date. (k) System should be equipped with a failure notification system.

Observation:
• Licensee was unable to show proof the surveillance system is capable of recording a minimum of 90 calendar days. Recordings only went back a total of thirty-two (32) days (11/11/22). • Licensee explained the system was recently updated. Licensee made no attempt to save or backup prior recordings. All the data recorded prior to the update was lost. §15046 LOCKS Non-Compliant
A licensee shall ensure that all limited-access areas can be securely locked using commercial-grade, nonresidential door locks. A licensee shall also use commercial-grade, nonresidential door locks on all points of entry and exit to the licensed premises. This requirement does not apply to a licensed premises authorized exclusively for cultivation activities or the cultivation area of a licensed microbusiness premises.

Observation:
• Both roll-up doors lacked commercial-grade, nonresidential door locks. • Pedestrian door on the north side of the vehicle receiving bay lacks commercial-grade lock. §15047 ALARM SYSTEM Compliant
(a) A licensee shall maintain an alarm system as defined in Business and Professions Code section 7590.1(c) at the licensed premises. This requirement does not apply to a licensed premises authorized exclusively for cultivation activities or the cultivation area of a licensed microbusiness premises.

Observation: N/A
§15049.2 RECORDING TRANSFERS OF CANNABIS AND CANNABIS PRODUCTS Non-Compliant (a) A licensee shall prepare a shipping manifest through the track and trace system prior to transferring cannabis and cannabis products off of the licensed premises. The following information shall be recorded on the shipping manifest by the licensee initiating the transfer:
(6) The estimated date and time of departure from the licensed premises; (7) The estimated date and time of arrival at each licensed premises (b) The distributor who transports the cannabis or cannabis product shall record the following additional information on the shipping manifest:
(1) The actual date and time of departure from the licensed premises; and (2) The actual date and time of arrival at each licensed premises.

Observation:
• During the inspection, a large, three-inch, three ring binder of METRC® Transportation Manifests was located and collected by the Police Department. The content was copied, and the binder was returned to the Licensee.
• An analysis of the manifests revealed multiple problems (Exhibit #9). • The exhibit identifies multiple inconsistencies and conflicts with data in the following data fields. o Date and Time the document was created
o Approx. Date and Time of Departure
o Approx. Date and Time of Arrival
o Date and Time Received
o Route to be Traveled
§15312 REQUIRED TRANSPORT VEHICLE INFORMATION Compliant (a) Upon request, the licensed distributor shall provide the Department with a copy of the certificate of ownership or registration card issued by the California Department of Motor Vehicles, the year, make, model, license plate number, and Vehicle Identification Number in writing, and proof of insurance for any vehicle or trailer used to transport cannabis or cannabis products.

Observation: N/A
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BUSINESS & PROFESSIONS CODE
CHAPTER 3 ENFORCEMENT §26030 Non-Compliant
Grounds for disciplinary action include:
(d) Failure to comply with any state law including, but limited to, the payment of taxes as required under the Revenue and Taxation Code, except as provided for in this division or other California law. (f) Failure to comply with the requirement of a local ordinance regulating commercial marijuana activity.

Observation:
• An examination of the transportation manifest binder revealed evidence the Licensee conducted business prior to receiving a business license from the City. • Between 5/11/2020 and 7/17/2021 a total of 182 transportations were conducted without a City business license.
• Of the 182 manifests, David Argudo was found to have been the listed transporter a total of 40 times. • Licensee did not receive a business license until July 27, 2021. • See (Exhibit #10) for a list of manifests showing proof the Licensee conducted business transactions prior to being licensed.
• See (Exhibit #11) for transportation manifests showing cannabis was transported to and stored at 3939 West Capitol Ave during a period the business was unlicensed.

CHAPTER 16 RECORDS §26160 Non-Compliant
(A) A licensee shall keep accurate records of commercial marijuana activity.

Observation:
• Licensee failed to maintain complete and accurate transportation manifests. • See (Exhibit #9) for evidence of non-compliant manifests.

DEVELOPMENT AGREEMENT

6.1 TERMINATION FOR FAILURE TO OBTAIN OR MAINTAIN REQUIRED STATE OR LOCAL LICENSES Non-Compliant
If Developer fails to obtain or maintain in effect all state and local licenses required for the Project in accordance with Section 8.3.2, City may terminate this Agreement.

Observation:
• Gold Mountain Distribution conducted cannabis related business prior to receiving the City business license on 7/27/2021.
• Transportation manifests found during the on-site inspection revealed a total of 182 separate transportation transactions occurring between 5/11/2020 and 7/17/2021.

8.3.1 LAWS AND REGULATIONS APPLICABLE TO CANNABIS ACTIVITIES; OBTAINING AND MAINTAINING REQUIRED LICENSES Non-Compliant
Developer shall at all times comply fully with all existing and future state and local rules applicable to Developer’s activities on the Property and shall ensure such compliance by all of Developer’s employees, contractors, vendors, and members of the public invited or allowed to the Property.

Observation:
• Gold Mountain Distribution received a state license #C11-0000609-LIC on 7/2/2019 (Exhibit #4) however, it did not receive the local business license until 7/27/2021 (Exhibit #2). State law requires businesses to maintain a valid local license in order to exercise the administrative authority of the state license.

9.1.1 PAYMENT REQUIRED Non-Compliant
Developer shall make quarterly payments to the City equal to 2.5% of Developer’s Gross Receipts from Operations. Payments shall be made within 10 business days of the end of each quarter and shall be accompanied by such documentation as may be reasonably required by the City. This documentation will include (but may not be limited to) transportation manifests for cannabis products received at or transported from the Facility, and an accounting of Gross Receipts from Operations during the previous quarter.

Observation:
• A review of the transportation manifest binder revealed a total of 431 different transportation 244

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transactions that should have been the source of income subject to the payment required under the Development Agreement. The 431 transactions identified through the hard copies collected during the inspection may only represent a portion of the actual number of transactions conducted between 5/11/2020 and 07/17/2021. The actual METRC account may reveal additional transactions not found in the binder.
• Based on a report provided to HdL, it appears Gold Mountain Distribution has submitted a payment for 2020/Q3, 2020/Q4, 2021/Q1, and 2021/Q2 (Exhibit #12). • Based on the 431-transportation manifests, it is clear the business was conducting business which would have generated sales and transportation fees.
• HdL’s Cannabis Audit team has initiated a financial audit on the business. The result of the financial audit will be provided in a separate report at a later date.

Section 9.2.1 PUBLIC SAFETY AND SECURITY PLAN Compliant At least annually, and at other times upon request by either party, Developer and City staff shall meet to review the Plan and operations of the Facility. Developer shall promptly revise the Plan to address deficiencies identified by Developer or the City (e.g. major incidents, high volume of calls for service, etc.) so that the Facility is operated at all times in a manner that ensures the safety and security of the public and Developer's employees, and the physical security of the Facility and products stored therein.

Observation: N/A
Section 9.2.2 SIGNAGE Compliant
Project signage shall include nothing, in word or symbol, identifying the fact that the Property is used for cannabis related activities.

Observation: N/A
Section 9.2.3 VEHICLES Compliant
No vehicle owned or operated by the developer or used for the transportation of product or individuals associated with the facility shall include markings (in words or symbols) identifying the vehicle as a vehicle used for cannabis-related activities.

Observation: N/A

RECOMMENDATIONS

STATE REGULATIONS
§15006 PREMISES DIAGRAM
• Licensee should amend and submit to the City the Premises Diagram. The amended diagram should accurately identify all Limited-Access areas, properly name all rooms including the vehicle delivery bay and location of the surveillance recording equipment. All labels shall be legible. §15042 PREMISES ACCESS REQUIREMENTS
• Licensee should be required to maintain an accurate recording of all visitors on the visitor log. The visitor log should have an independent column for each of the following data requirements:
o “Date”
o “Name” of the individual
o Company” the individual works for
o “Reason” for the individual’s visit
o “Time-In” time the individual entered the Limited-Access area o “Time-Out” time the individual exited the Limited-Access area 15044 VIDEO SURVEILLANCE SYSTEM
• Licensee should show proof the video surveillance system is capable of recording a minimum of 90 days. Licensee should be directed to back up the system prior to future updates and equipment changes.

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§15046 LOCKS
• Licensee should be required to install commercial-grade, nonresidential locks on both roll-up doors and on all doors leading into Limited-Access areas; secure storage areas; and rooms where cash, recording equipment, safes and business records are located. §15049.2 RECORDING TRANSFERS OF CANNABIS AND CANNABIS PRODUCTS • License should ensure they are conducting transportation activities using a shipping manifest that is accurate and free of errors and/or misrepresentations. Pursuant to 15048.1 (a)(4), Licensee have three (3) calendar days to correct any data entry errors.

DEVELOPMENT AGREEMENT
Sections 6.1, 8.3.1 and 9.1.1
• Licensee needs to report all METRC and point of sales data in order to determine the appropriate Development Agreement payments due.

ENHANCED SECURITY RECOMMENDATIONS
• Licensee should be required to install self-closing, self-latching equipment on all doors leading to Limited-Access areas, secure storage areas and rooms where cash, recording equipment, safes and business records are located.

EXHIBITS
• Exhibit #1 City of West Sacramento Demand for Business Records. • Exhibit #2 City of West Sacramento Business License No: 22327 showing active date of 7/27/2021.

Statement of Conversion dated 12/29/2017. Statement of Information dated 5/25/201. • Exhibit #3 City of West Sacramento Certificate of Occupancy dated 7/23/21. • Exhibit #4 State of California Department of Cannabis Control Business License No: C11-0000609-LIC showing Valid date of 7/2/2019.
• Exhibit #5 General Application Form, Received Sept 27, 2017. City’s Planning Commission approved the proposed project October 19, 2017.
• Exhibit #6 Share Purchase Agreement Among Gold Mountain Distribution and Gold Mountain Ventures LTD.
• Exhibit #7 Premises Diagram collected at the time of inspection. • Exhibit #8 Visitor Log collected at the time of inspection. • Exhibit #9 Summary sheet and copies of 8 transportation manifests showing a failure to accurately record all required information on the shipping manifests. • Exhibit #10 Spreadsheet documenting all 182 transportations manifests from May 11, 2020 to July 17, 2021.
• Exhibit #11 Spreadsheet and copies of 19 transportation manifests showing cannabis inventory being stored overnight at Gold Mountain’s unlicensed facility located at 3939 West Capitol Ave. • Exhibit #12 Excel table indicating Gold Mountain has submitted no payment to the City between 2020/Q3 and 2021/Q2.
246
1110 West Capitol Avenue
West Sacramento, CA 95691
(916) 617-4500
www.cityofwestsacramento.org
June 19, 2023
Arianna Tibbets
3939 West Capitol Avenue, Suite C
West Sacramento, CA 95691
David Argudo
15835 East Main Street
La Puente, CA 91744
Arianna Tibbets
PO Box 488
Grass Valley, CA 95945
Re: First Notice of Development Agreement Default
Dear Ms. Tibbets and Mr. Argudo:

The City of West Sacramento (“City”) and Gold Mountain Distribution, LLC (“Gold Mountain”) entered into a Development Agreement (“Agreement”) for cannabis distribution at 3939 West Capitol Avenue, Suite C, as approved by the West Sacramento City Council by City Ordinance No. 17-19 on December 13, 2017, and effective 30 days thereafter. With this Notice of Development Agreement Default (“Notice”), the City is providing written notice to Gold Mountain of the nature of how Gold Mountain is in default and the manner in which such defaults may be cured, as required by Section 12.2 of the Agreement.

As Gold Mountain is aware, HdL Companies (“HdL”) and the City attempted to conduct an on-site cannabis compliance inspection at Gold Mountain’s facility at 3939 West Capitol Ave, Suite #C, West Sacramento on September 27, 2022. Upon arrival at the location, inspectors found the unit was locked and secured, with no one on site. City staff later reached David Argudo, one of Gold Mountain’s owners, who was able to remotely grant access. Since a representative from the business was not present to assist with the collection of documents, the inspection could not be completed as planned. As a result of the incomplete inspection, the City issued a Demand for Business Records on December 1, 2022, and conducted a follow up inspection on December 13, 2022. On January 13, 2023, all requested documents were provided to HdL and the City.

The specifics of how Gold Mountain is in default of the Agreement and how such defaults may be cured are detailed below.

1. Failure to Maintain Required State or Local Licenses as Required by Section 6.4 of the Agreement.

Gold Mountain has transportation manifests showing it transported cannabis between May 11, 2020 and July 17, 2021, all before being issued a business license from the City on DocuSign Envelope ID: EFEE69D2-07E8-467D-BCE2-51C672E63485 247
2 July 27, 2021 and before the Building Division issued a Certificate of Occupancy to occupy the business location.

Cure of Default Condition: The City is unaware of any means by which this default condition can be corrected as the unlicensed operations occurred in the past.

2. Failure to Comply with Laws and Regulations Applicable to Cannabis Activities as Required by Section 8.3 of the Agreement.

Gold Mountain received its state license from the Bureau of Cannabis Control (predecessor agency to the Department of Cannabis Control) on July 2, 2019, more than two years before receiving a City business license whereas state law requires a valid local license to exercise the administrative authority of a state license.

Cure of Default Condition: The City is unaware of any means by which this default condition can be corrected as the unlicensed operations occurred in the past.

3. Failure to Comply with Business and Professions Code Section 26030(f) as Required by Section 8.3 of the Agreement.

Business and Professions Code section 26030(f) requires compliance with local ordinances. Based on Gold Mountain’s records, it conducted business prior to receiving a business license from the City in violation of West Sacramento Municipal Code Chapter

5.04. Cure of Default Condition: The City is unaware of any means by which this default condition can be corrected as the unlicensed operations occurred in the past.

4. Failure to Comply with Business and Professions Code Section 26160 as Required by Section 8.3 of the Agreement.

Business and Professions Code section 26160 requires Gold Mountain to maintain complete and accurate transportation manifests. Records indicate that transportation manifests were frequently completed with information that cannot be accurate based on the start and end locations of the described routes and the time in-between departure and arrival.

Cure of Default Condition: The City is unaware of any means by which this default condition can be corrected as past manifests cannot be modified because they are contemporaneous records of transportation transactions.

5. Failure to Comply with Department of Cannabis Control Regulation Section 15006 as Required by Section 8.3 of the Agreement.

Department of Cannabis Control Regulations section 15006 requires Gold Mountain to provide a diagram identifying certain details regarding its facility. The diagram provided by Gold Mountain was deficient insofar as it failed to identify Limited-Access areas, failed to identify the vehicle receiving bay, and failed to identify legibly the location of surveillance equipment.

DocuSign Envelope ID: EFEE69D2-07E8-467D-BCE2-51C672E63485 248
3 Cure of Default Condition: Gold Mountain must prepare, file with the state, and share with the City an updated diagram of its facility that corrects the identified deficiencies no later than 30 days from the date of this letter.

6. Failure to Comply with Department of Cannabis Control Regulation Section 15042 as Required by Section 8.3 of the Agreement.

Department of Cannabis Control Regulations section 15042 requires Gold Mountain to impose certain procedures with respect to site access. Records indicate that Gold Mountain failed to accurately record visitors by maintaining an incomplete visitor's log.

Cure of Default Condition: The City is unaware of any means by which this default condition can be corrected as past visitor logs cannot be modified because they are contemporaneous records of transportation transactions.

7. Failure to Comply with Department of Cannabis Control Regulation Section 15044 as Required by Section 8.3 of the Agreement.

Department of Cannabis Control Regulations section 15044 requires Gold Mountain to impose certain video security measures. Gold Mountain failed to demonstrate recording equipment that could record footage for the required 90 days.

Cure of Default Condition: The City is unaware of any means the missing footage can be retrieved as Gold Mountain has represented that this footage is irretrievably lost.

8. Failure to Comply with Department of Cannabis Control Regulation Section 15046 as Required by Section 8.3 of the Agreement.

Department of Cannabis Control Regulations section 15046 requires Gold Mountain to install commercial-grade locks. The compliance inspection revealed that several points of access to the site were not equipped with compliant locks.

Cure of Default Condition: Installation of commercial-grade locks at all entry points.

9. Failure to Comply with Department of Cannabis Control Regulation Section 15049.2 as Required by Section 8.3 of the Agreement.

Department of Cannabis Control Regulations section 15049.2 requires Gold Mountain to maintain shipping manifests through track and trace system. Gold Mountain’s manifests revealed multiple inconsistencies with respect to when the manifests were created, departure and arrival times, date and time product was received, and travel routes.

Cure of Default Condition: The City is unaware of any means by which this default condition can be corrected as past manifests cannot be modified because they are contemporaneous records of transportation transactions.

10. Failure to Make Quarterly Payments Pursuant to Section 9.1 of the Agreement.

Pursuant to Section 9.1 of the Agreement, Gold Mountain is obligated to make quarterly payments equal to 2.5% of Gold Mountain’s gross receipts. Based on a detailed financial audit of the transactions documented by Gold Mountain, those payments should have DocuSign Envelope ID: EFEE69D2-07E8-467D-BCE2-51C672E63485 249
4 equaled $8,351.68 for business conducted through September 30, 2022 but Gold Mountain has paid the City just $439.60 for this period.

Suggested Cure: The default must be cured by no later than 30 days from the date of this letter, by providing the quarterly reports, payment calculations, and the required payments for the appropriate percentage of revenues from the start of operations, including interest at the maximum amount allowed by law. The audit report prepared by HDL and provided to you on June 8, 2023, identifies this additional payment with interest to be $11,240.27.

If you fail to comply with these requirements, Gold Mountain will be in default of the Agreement and the City will have the right to terminate the Agreement in accordance with Sections 6 and 12 of the Agreement. As a reminder, termination of the Agreement automatically terminates the corresponding Conditional Use Permit. In addition, the City will immediately notify the Department of Cannabis Control that the Agreement and Conditional Use Permits have been terminated.

Additionally, the financial audit being conducted by HDL is ongoing and may result in additional findings that will be addressed once it is complete.

Sincerely,
Amanda Berlin
Assistant City Manager
CC: Jeff Mitchell, City Attorney
Roberta Raper, Finance Director
Lt. Nathan Steele, Police
David Tilley, Principal Planner
Seamus Laffey, Senior Planner
Andrea Ouse, Community Development Director
Robert Strange, Police Chief
David McPherson, HdL Companies
DocuSign Envelope ID: EFEE69D2-07E8-467D-BCE2-51C672E63485 250

CITY COUNCIL AGENDA REPORT
MEETING DATE: September 27, 2023 ITEM # 12
SUBJECT:

CONSIDERATION OF RESOLUTION 23-10 AND AWARD OF CONTRACT TO TURTON

COMMERCIAL REAL ESTATE FOR CLUB PHEASANT DEVELOPMENT ADVISORY

CONSULTANT SERVICES
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Traci Michel, Director
Economic Development & Housing Department
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
The objective of this report is to provide information to the City Council for consideration of a contract award with Turton Commercial Real Estate for development advisory consultant services for the Club Pheasant property located at 2525 Jefferson Boulevard, as well as budget actions to support ongoing property management.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council:

1. Adopt Resolution 23-10 appropriating funding from Fund 106 in an amount not to exceed $200,000 for Club Pheasant property management, marketing and disposition services;

2. Award a Professional Services Contract with Turton Commercial Real Estate for Club Pheasant development advisory consultant services in an amount not to exceed $100,000;

3. Authorize the City Manager or his designee to execute the Contract with Turton Commercial Real Estate in the amount of $100,000;

4. Authorize the City Manager to execute non-substantive changes or modifications to the Contract with approval from the City Attorney; and

5. Authorize the City Manager or his designee to execute Contract amendments up to 15% ($15,000) of the value of the Contract.

BACKGROUND
The original two-story structure at present-day 2525 Jefferson Boulevard was built in 1912 as an agronomy laboratory for the study of delta soils and agriculture. In 1935, Luisa and George Palamidessi acquired the Property and opened a restaurant known as the Hideaway Inn (and later renamed Club Pheasant). Club Pheasant was the only restaurant destination in the area and grew to become a regional landmark. Over the years, the Palamidessi family invested in several building improvements expanding the restaurant capacity and operational areas.

In June 2022, the Palamidessi Family announced that after 87 years of operating Club Pheasant, they had made the difficult decision to close the restaurant and retire. A key component of the plan included the sale of the Property. To prevent complete demolition of the building, which was anticipated with the original purchase contract, the City explored the possibility of acquiring the Property through the assignment of the purchase contract from Ridge Capital to the City. On November 16, 2022, the City Council approved Resolution 22-138 granting authority to City staff to move forward with purchase of the Property. The City and owners of Club Pheasant, the Palamidessi Partnership, closed escrow on December 20, 2022.

Acquisition of the Property by the City provides the opportunity to explore the improvement and reuse of the building and Property for community-oriented uses and preserve the legacy of the Property as a West Sacramento landmark.

ANALYSIS
As noted above, the City’s goal for the Property is to explore improvement and adaptive reuse of the existing building for community-oriented uses, including a potential restaurant, and to preserve the legacy of the Property as a West Sacramento landmark. Consistent with the California Surplus Land Act requirements, on May 4, 2023, the City issued a Notice of Availability/Offer to Sell Surplus Property to affordable housing developers and other public and non-profit agencies. After completing the 60-day noticing process, no letters of interest were provided to the City, allowing the City to begin marketing to the general public and conduct negotiations for the disposition 251
Resolution 23-10 Club Pheasant Development Advisory Consultant Services September 27, 2023

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of the Property with the continued goal of improving the Property for community-oriented uses, including a potential restaurant, and preserving the Property’s legacy as a West Sacramento landmark.

On July 7, 2023, the City issued a Request for Proposals for development advisory consultant services with the goal of contracting with a consultant to help market the site, identify unique local and destination operators, including a full-service restaurant, while also preserving a portion of the original building and the Property’s legacy as a West Sacramento Landmark. On July 28, 2023, three proposals were received and are summarized below:

Consultant Price
JPA Commercial, Inc. $75,000
Turton Commercial Real Estate $100,000
RSG, Inc. $123,165
The two top ranked firms were interviewed, and it was determined that Turton Commercial Real Estate (TCRE) was the most qualified to market the Club Pheasant property and assist the City with evaluating proposals and disposition of property. Based on this information, staff recommends awarding a Professional Services Contract to TCRE, which is included as Attachment 2. TCRE’s Response to the RFP is included as Attachment 3.

Additionally, since acquiring the Property, the Capital Projects Department has been overseeing basic property management services, including security, landscaping, utility billing and addressing any other items that arise.

The monthly cost for providing these services averages $4,000 per month depending on need. Funding is being requested as part of the recommended action to support continued property management services while Property marketing and disposition negotiations take place.

Environmental Considerations
On November 16, 2022, the City Council found that acquisition of the Property was exempt from California Environmental Quality Act (CEQA) analysis under the Class 1 (Existing Facilities) and Class 32 (Infill Development Projects) Categorical Exemptions, under California Code of Regulations, Title 14, Division 6, Chapter 3, Section 15332 and that the Exemption reflects the independent judgment of the City as lead agency under CEQA; and directed staff to file a Notice of Exemption. The Notice of Exemption was recorded on January 23, 2023. None of the conditions in Public Resources Code Section 21166 and State CEQA Guidelines Sections 15162 have occurred and no additional environmental review is required under CEQA. When the Property is sold to a purchaser and that purchaser proposes a use for the Property that requires a discretionary action and CEQA review, that future use and project will be analyzed at the appropriate time in accordance with CEQA.

Commission Recommendation
Not applicable.

Strategic Plan Integration
The recommended action is consistent with the City Council’s Strategic Plan goal for “West Sacramento:

Preferred place to live, work, learn and play,” and 2023 Management Strategic Priority of Club Pheasant Development. The recommended action further supports the City‘s mission statement: “to provide Quality Municipal Services, Quality City Infrastructure and Facilities, and to Inspire Community Improvements that add value to the lives of our residents.”
Alternatives
In addition to the recommended action, the primary alternatives include:

1. Decline contract award with TCRE for development advisory consultant services for the Club Pheasant Property;

2. Postpone the contract award until a later date; or

3. Consider an alternative consultant team for the work.

These alternatives are not recommended as the City has prioritized renovation of the Club Pheasant Property and in its current vacant status, has the potential to further deteriorate and become a nuisance to the adjacent shopping center and nearby residents. Timing and securing the most qualified consultant are critical to avoid further delays with the City’s ability to negotiate the sale or lease of the Property. 252
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Coordination and Review
This report has been coordinated with the Capital Projects Department, City Manager’s Office and the City Attorney.

Budget/Cost Impact
Per the attached Budget Resolution 23-10, staff is requesting to appropriate unencumbered funds from the General Special Purpose Community Investment (Measure G) Fund (Fund 106) in the amount of $200,000 to support the contract award for Club Pheasant development advisory consultant services, as well as ongoing property management services.

ATTACHMENTS

1. Resolution 23-10

2. Professional Services Contract with Turton Commercial Real Estate

3. Turton Commercial Real Estate Response to RFP
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Attachment 1
RESOLUTION 23-10

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO APPROVING $200,000 FOR CLUB PHEASANT DEVELOPMENT ADVISORY CONSULTING

SERVICES AND ONGOING PROPERTY MANAGEMENT FOR
FISCAL YEARS 2023-2024 AND 2024/2025
WHEREAS, the City Council authorized the acquisition of Club Pheasant (Property) on November 16, 2022, via Resolution 22-138; and
WHEREAS, the City Council adopted the biennial Operations & Maintenance (O&M) budget for Fiscal Years 2023-24 and 2024-25 on June 28, 2023, via Resolution 23-57; and WHEREAS, based on the unique nature of the Property, the City desires development advisory consultant services to assist with the marking, negotiation, and disposition of the Property for community-oriented and food-related uses that preserve the legacy of the Property as a West Sacramento landmark; and
WHEREAS, ongoing property management services are required for the Property to prevent further deterioration and avoid becoming a nuisance to the adjacent shopping center and nearby residents while Property marking, negotiations and disposition take place; and WHEREAS, City staff is requesting an appropriation of $200,000 from the General Special Purpose Community Investment Fund (Measure G) to pay for the services outlined above. The available balance in the Measure G Fund is sufficient to support the proposed one-time and ongoing costs for the Property; and
WHEREAS, the City Council has considered all information related to this matter, as presented at the public meetings of the City Council identified herein, including any supporting reports by City staff, and any other information provided during public meetings.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of West Sacramento as follows:

1. The City Council hereby approves amendments to the 2023-24 fiscal year as provided in the as listed below.

SOURCES
$200,000 Fund 106 Community Investment (Measure G) Fund Balance $200,000 TOTAL SOURCES
USES
$100,000 106-9020-5261 WO# 08800 (Development Services) $100,000 106-9020-5261 WO# 08800 (Property Management)
$200,000 TOTAL USES

2. The City Council hereby finds that the facts set forth in the recitals to this Resolution are true and correct and establish the factual basis for the City Council’s adoption of this Resolution.

3. This Resolution shall take effect immediately upon its adoption. 254
Resolution 23-10

Page 2 ends

PASSED AND ADOPTED by the West Sacramento City Council this 27th day of September 2023, by the following vote:

AYES:

NOES:

ABSENT:

Martha Guerrero, Mayor
ATTEST:

Jennifer Cusmir, City Clerk
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Turton Commercial Real Estate
EDH23-215 Club Pheasant Development Advisory Consulting Services Expires 1/31/2025

CONTRACT FOR SERVICES
THIS CONTRACT is made on September 27, 2023, by and between the CITY OF WEST SACRAMENTO (“City”), and Ken Turton, Inc. dba Turton Commercial Real Estate (“Consultant”).

WITNESSETH:

WHEREAS, the City desires Development Advisory Consulting Services for the Club Pheasant Property located at 2525 Jefferson Boulevard; and WHEREAS, the Consultant has presented a proposal for such services to the City, dated July 28, 2023, (attached hereto as Exhibit “A”) and is duly licensed, qualified and experienced to perform those services;
NOW, THEREFORE, the parties hereto mutually agree as follows:

1. SCOPE OF SERVICES:

A. Consultant shall do all work, attend all meetings, produce all reports and carry out all activities necessary to completion of the services described in Exhibit “A”. This Contract and its exhibits shall be known as the “Contract Documents.” Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. In the event of conflict between terms contained in these Contract Documents, the more specific term shall control. If any portion of the Contract Documents shall be in conflict with any other portion, provisions contained in the Contract shall govern over conflicting provisions contained in the exhibits to the Contract.

B. Consultant enters into this Contract as an independent contractor and not as an employee of the City. The Consultant shall have no power or authority by this Contract to bind the City in any respect. Nothing in this Contract shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Consultant are employees, agents, contractors or subcontractors of the Consultant and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Consultant by any such employees, agents, contractors or subcontractors, or any other person resulting from performance of this Contract.

C. The Consultant agrees it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research.

2. TERM OF CONTRACT:

A. The services of Consultant are to commence upon execution of this Contract by the City, and shall be undertaken and completed in accordance with the Schedule of Performance and Compensation attached hereto and incorporated herein by this reference as Exhibit “B” and terminate on January 31, 2025.

B. Consultant’s failure to complete work in accordance with the Schedule of Performance may result in delayed compensation as described in Section 3. 256
C. The City Manager or his or her designee may, by written instrument signed by the Parties, extend the duration of this Contract for a period of 1 year in the manner provided in Section 5, provided that the extension does not require the payment of compensation in excess of the maximum compensation set forth in Section 3, Compensation.

3. COMPENSATION:

A. The Consultant shall be paid at the completion of tasks for the actual fees, costs and expenses, but in no event shall total compensation exceed one hundred thousand dollars ($100,000), without City’s prior written approval. Consultant's fees shall be as specified in the Schedule of Performance and Compensation, which is attached hereto an incorporated herein as Exhibit "B".

B. Said amount shall be paid upon submittal of task deliverables referenced in Exhibit “B”. Consultant shall furnish City with invoices for all expenses as well as for all materials authorized by this Contract. The invoices shall be submitted with the task deliverables referenced in Exhibit “B”. If Consultant’s performance is not in conformity with the Schedule of Performance, payments may be delayed or denied, unless the Consultant’s failure to perform in conformity with the Schedule of Performance is a documented result of the City’s failure to conform with the Schedule of Performance, or if the Schedule of Performance is extended pursuant to Section 5.

C. If the work is halted at the request of the City, compensation shall be based upon the proportion that the work performed bears to the total work required by this Contract, subject to Section 4.

4. TERMINATION:

A. This Contract may be terminated by either party, provided that the other party is given not less than 30 calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate.

B. The City may temporarily suspend this Contract, at no additional cost to City, provided that the Consultant is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If City gives such notice of temporary suspension, Consultant shall immediately suspend its activities under this Contract.

C. Notwithstanding any provisions of this Contract, Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract by Consultant, and the City may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due the City from Consultant is determined.

D. In the event of termination, the Consultant shall be compensated as provided for in this Contract, except as provided in Section 4C. Upon termination, the City shall be entitled to all work, including but not limited to, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date in accordance with Section 7 hereof.

5. AMENDMENTS, CHANGES OR MODIFICATIONS:
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Amendments, changes or modifications in the terms of this Contract may be made at any time by mutual written agreement between the parties hereto and shall be signed by the persons authorized to bind the parties hereto.

6. EXTENSIONS OF TIME:

Consultant may, for good cause, request extensions of time to perform the services required hereunder. Such extensions shall be authorized in advance by the City in writing and shall be incorporated in written amendments to this Contract or the attached Work Program in the manner provided in Section 5.

7. PROPERTY OF CITY:

A. It is mutually agreed that all materials prepared by the Consultant under this Contract shall become the property of the City, and the Consultant shall have no property right therein whatsoever. Immediately upon termination, the City shall be entitled to, and the Consultant shall deliver to the City, all data, drawings, specifications, reports, estimates, summaries and other such materials as may have been prepared or accumulated to date by the Consultant in performing this Contract which is not Consultant’s privileged information, as defined by law, or Consultant’s personnel information, along with all other property belonging exclusively to the City which is in the Consultant’s possession.

B. Additionally, it is agreed that the parties intend this to be a contract for services and each considers the products and results of the services to be rendered by Consultant hereunder (the “Work”) to be a work made for hire. Consultant acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of the City.

8. COMPLIANCE WITH ALL LAWS:

A. Consultant shall comply with all applicable laws, ordinances, and codes of federal, State and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract. It shall be City’s responsibility to obtain all rights of way and easements to enable Consultant to perform its services hereunder.

Consultant shall assist City in providing the same.

B. Consultant warrants to the City that it is licensed by all applicable governmental bodies to perform this Contract and will remain so licensed throughout the progress of the Work, and that it has, and will have, throughout the progress of the Work, the necessary experience, skill and financial resources to enable it to perform this Contract.

9. WARRANTIES AND RESPONSIBILITIES - CONSULTANT:

A. Consultant agrees and represents that it is qualified to properly provide the services set forth in Exhibit “A” in a manner which is consistent with the generally accepted standards of Consultant’s profession.

B. Consultant agrees and represents that the work performed under this Contract shall be in accordance with applicable federal, State and local law in accordance with Section 17A hereof.
258
C. Consultant shall designate a project manager who at all times shall represent the Consultant before the City on all matters relating to this Contract. The project manager shall continue in such capacity unless and until he or she is removed at the request of the City, is no longer employed by Consultant, or is replaced with the written approval of the City, which approval shall not be unreasonably withheld.

D. Consultant shall provide corrective services without charge to the City for services which fail to meet the above professional and legal standards, and which are reported to Consultant in writing within sixty (60) days of discovery. Should Consultant fail or refuse to perform promptly its obligations, the City may render or undertake performance thereof and the Consultant shall be liable for any expenses thereby incurred.

10. SUBCONTRACTING:

None of the services covered by this Contract shall be subcontracted without the prior written consent of the City, which will not be unreasonably withheld. Consultant shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by Consultant.

11. ASSIGNABILITY:

Consultant shall not assign or transfer any interest in this Contract whether by assignment or novation, without the prior written consent of the City which will not be unreasonably withheld.

However, claims for money due or to become due Consultant from the City under this Contract may be assigned to a financial institution, or to a trustee in bankruptcy, without such approval.

Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City.

12. INTEREST IN CONTRACT:

Consultant covenants that neither it, nor any of its employees, agents, contractors, subcontractors has any interest, nor shall they acquire any interest, direct or indirect, in the subject of the Contract, nor any other interest which would conflict in any manner or degree with the performance of its services hereunder. Consultant shall make all disclosures required by the City’s conflict of interest code in accordance with the category designated by the City, unless the City Manager determines in writing that Consultant’s duties are more limited in scope than is warranted by the category designated by the City code and that a narrower disclosure category should apply. Consultant also agrees to make disclosure in compliance with the City conflict of interest code if, at any time after the execution of this Contract, City determines and notifies Consultant in writing that Consultant’s duties under this Contract warrant greater disclosure by Consultant than was originally contemplated. Consultant shall make disclosures in the time, place and manner set forth in the conflict of interest code and as directed by the City.

13. MATERIALS CONFIDENTIAL:

All of the materials prepared or assembled by Consultant pursuant to performance of this Contract are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City, except by court order.

14. LIABILITY OF CONSULTANT-NEGLIGENCE:
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Consultant shall be responsible for performing the work under this Contract in a manner which is consistent with the generally accepted standards of the Consultant’s profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Consultant or its employees, agents, contractors or subcontractors.

15. INDEMNITY AND LITIGATION COSTS:

Consultant shall indemnify, defend, and hold harmless the City, its officers, officials, agents, and employees against all claims, damages, demands, liability, costs, losses and expenses, including without limitation court costs and reasonable attorneys’ fees, arising from Consultant's negligent acts or negligent failure to act, errors, omissions or willful misconduct incident to the performance of this Contract except such loss or damage caused by the active negligence, sole negligence, or willful misconduct of the City. The provisions of this paragraph shall survive termination or suspension of this Contract.

16. CONSULTANT TO PROVIDE INSURANCE:

A. Consultant shall not commence any work before obtaining, and shall maintain in force at all times during the duration and performance of this Contract, the policies of insurance specified in this Section. Such insurance must have the approval of the City as to limit, form, and amount, and shall be placed with insurers with a current A.M. Best’s rating of no less than A VII (an NR rating is acceptable for Worker’s Compensation insurance written with the State Compensation Insurance Fund of California).

B. Prior to execution of this Contract and prior to commencement of any work, the Consultant shall furnish the City with certificates of insurance and copies of endorsements providing evidence of coverage for all policies required by the Contract. The Consultant and its contractors and subcontractors shall, at their expense, maintain in effect at all times during the performance of work under the Contract not less than the following coverage and limits of insurance, which shall be maintained with insurers and under forms of policy satisfactory to the City. The maintenance by Consultant and its contractors and subcontractors of the following coverage and limits of insurance is a material element of this Contract. The failure of Consultant or of any of its contractors or subcontractors to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of this Contract. Approval of the insurance by the City shall not relieve or decrease any liability of Consultant.

1. Worker’s Compensation and Employer’s Liability Insurance a. Worker’s Compensation - Insurance to protect the Consultant, its contractors and subcontractors from all claims under Worker’s Compensation and Employer’s Liability Acts, including Longshoremen’s and Harbor Worker’s Act (“Acts”), if applicable. Such coverage shall be maintained, in type and amount, in strict compliance with all applicable state and Federal statutes and regulations.

The Consultant shall execute a certificate in compliance with Labor Code Section 1861, on the form provided in the Contract Documents.
b. Consultant shall provide a Waiver of Subrogation endorsement in favor of the City, its officers, officials, employees, agents and volunteers for losses arising from work performed by the Consultant.
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2. Commercial General Liability Insurance
a. The insurance shall be provided on form CG0001, or its equivalent, and shall include coverage for claims for bodily injury or property damage arising out of premises/operations, products/completed operations, contractual liability, and subconsultant’s work and personal and advertising injury resulting from actions, failures to act, or operations of the insured, or by its employees or agents, or by anyone directly or indirectly employed by the insured. The amount of insurance coverage shall not be less than $1,000,000 per occurrence and $2,000,000 general and products/completed operations aggregates. b. The commercial general liability insurance shall also include the following:
i. Endorsement equivalent to CG 2010 0714 naming the City, its officers, officials, employees, agents, and volunteers as additional insureds. The endorsement shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers.
ii. Endorsement stating insurance provided to the City shall be primary as respects the City, its officers, officials, employees and any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it, to the payment or satisfaction of any defense expenses, loss, or judgment.
iii. Provision or endorsement stating that the Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

3. Commercial Automobile Insurance
a. The insurance shall include, but shall not be limited to, coverage for claims for bodily injury or property damage for owned, non-owned, and hired automobiles resulting from actions, failures to act, or operations of the insured, or by its employees or agents, or by anyone directly or indirectly employed by the insured. The amount of insurance coverage shall not be less than $1,000,000 per accident.
b. The commercial automobile insurance shall include the same endorsements required for the commercial general liability policy (see Section

16.B.2.b).

4. Professional Liability. The Consultant and its contractors and subcontractors shall secure and maintain in full force, during the term of this Contract and for five years thereafter, professional liability insurance policies appropriate to the respective professions and the work to be performed as 261
specified in this Contract. The limits of such professional liability insurance coverage shall not be less than $1,000,000 per claim.

C. In addition to any other remedy the City may have, if Consultant fails to maintain the insurance coverage as required in this Section, the City may obtain such insurance coverage as is not being maintained, in form and amount substantially the same as is required herein, and the City may deduct the cost of such insurance from any amounts due or which may become due Consultant under this Contract.

D. No policy required by this Contract shall be suspended, cancelled, terminated by either party, or reduced in coverage or in limits unless Consultant has provided thirty (30) days prior written notice by certified mail, return receipt requested, to the City.

E. Any deductibles or self-insured retentions in excess of $10,000 must be declared to, and approved by, the City.

F. The requirement as to types, limits, and the City’s approval of insurance coverage to be maintained by Consultant are not intended to, and shall not in any manner, limit or qualify the liabilities and obligations assumed by Consultant under the Contract.

17. MISCELLANEOUS PROVISIONS:

A. Consultant shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ordinances, regulations, orders and decrees which in any manner affect those engaged or employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work.

B. Consultant shall not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person’s race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship, or sexual orientation.

C. Consultant shall maintain and make available for inspection by the City and its auditors accurate records of all of its costs, disbursements and receipts with respect to any work under this Contract. Such inspections may be made during regular office hours at any time until six (6) months after the final payments under this Contract are made to the Consultant.

D. This Contract constitutes the entire agreement between the parties relative to the services specified herein and no modification hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this Contract. There are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Contract, except those contained in or referred to in the writing.

E. All notices that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties at the following addresses:
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City: Aaron Laurel
City Manager
City of West Sacramento
1110 West Capitol Avenue
West Sacramento, CA 95691
Consultant: Ken Turton
President
Ken Turton, Inc. dba Turton Commercial Real Estate
2131 Capitol Avenue, Suite 100
Sacramento, CA 95816
F. This Contract shall be interpreted and governed by the laws of the State of California.

G. Any action arising out of this Contract shall be brought and maintained in Yolo County California, regardless of where else venue may lie.

H. In any action brought by either party to enforce the terms of this Contract, each party shall bear responsibility for its attorney’s fees and all costs regardless of whether one party is determined to be the prevailing party.
[Signatures on following page]
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CITY OF WEST SACRAMENTO
By: __________________________
Aaron Laurel, City Manager
ATTEST:

By: _________________________________
Jennifer Cusmir, City Clerk
APPROVED AS TO FORM:

By: __________________________________
Jeffrey Mitchell, City Attorney

CONSULTANT
By: _________________________
Ken Turton, President
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EXHIBIT A
Scope of Work
Consultant shall provide consulting services to the City to ensure the timely selection of a qualified developer and conveyance of the historic Club Pheasant property at 2525 Jefferson Blvd, West Sacramento, 95691-4622, APN: 046-020-048-000 (heretofore referred to as the “Project”) to that developer for purposes of developing and operating the Project. The developer selected shall be highly capable of constructing and operating the Project in a manner that implements the City’s vision and achieves its goals related to the Project.

Consultant shall perform the following Scope of Work broken down by Phases 1 through 5. Within the timeframe and compensation outlined in Exhibit B, the Consultant shall perform the following Scope of Work broken down by Phases 1 through 5.

1. Review, Verification, and Cataloging City’s Due Diligence and Project Materials a. Review all Project materials generated to date including, but not limited to:
i. Resolution 23-33 Surplus Land Declaration
ii. Club Pheasant 1st and 2nd Floor Plan
iii. Club Pheasant Preliminary Title Report
iv. ALTA NSPS Land Title Survey
v. Club Pheasant Appraisal
vi. FFE Appraisal
vii. Club Pheasant Property Phase I Environmental Site Assessment viii. Asbestos Survey Report
ix. Southport Town Center Sign Easement Agreement
x. Southport Town Center Access Easement Agreement
Consultant Deliverables: Consultant shall provide the City with a completed Due Diligence Inventory, link to a digital “vault,” and certify completed review of the above items.

Consultant shall provide a memorandum describing any physical constraints or other conditions (e.g., easement agreements) that may impact site redevelopment viability.

2. Marketing Development and Execution
a. Definition, strategy, pricing, and packaging.
i. Define and prepare the development opportunity pitch, and developer engagement, selection, and deal structuring strategy for the Project, this includes developing preliminary evaluation criteria/scoring system. ii. Create and disseminate high-quality offering memorandums and marketing collateral and materials (both print and digital) designed to present the development opportunity and convey the City’s vision and goals to highly qualified developers and generate significant interest in the project from those developers.

1. This may include, but not be limited to, brochures, flyers, magazines, web sites, digital listings, social media posts, paid advertising, or similar materials and activities.
iii. Conduct comprehensive underwriting of the development opportunity and determine initial opinion of probable land value that can be supported by the Project and confirmed with an appraisal to be commissioned by City of West Sacramento.
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1. The opinion of value by Consultant will form the basis of land pricing related to the opportunity offering/marketing and negotiations with the selected developer.
b. Marketing
i. Actively market the development opportunity to qualified developers and key tenants.
ii. Create a high level of awareness of the Project and sense of urgency about the development opportunity within the mixed-use development industry. iii. Actively promote the scarcity and uniqueness of the Project and opportunity.

Consultant Deliverables: Consultant shall provide the City with draft copies of all marketing collateral for review, comment, and approval; final offering memorandum and digital marketing proofs to be submitted to the City for final approval and distribution to prospective buyers; and final proposal evaluation criteria and scoring system.

3. Solicit Initial Proposals and Qualify Developers
a. Actively pursue and engage (via meetings, phone calls, e-mails, mailings, and video conference) interested developers to create a highly qualified large pool of developers seeking to submit proposals for acquisition and development of the Project.
b. Create a competitive bidding environment for highly qualified developers to submit proposals for the Project to Consultant.
c. At the height of developer interest, initiate and manage a call for proposals process. d. Receive and review initial proposals from developers. e. Review proposals and conduct interviews of top developer candidates to determine their qualifications for the Project and to generate a short list for advancing in the process.

Consultant Deliverables: Consultant shall provide the City with consistent activity reports outlining interest in the Project from prospective buyers; a spreadsheet comparing qualified developers; and Consultant will organize, host, and prepare all materials necessary for pre-submittal meetings and interviews.

4. Obtain and Evaluate Final Proposals and Determine Final Terms with Selected Developer
a. Obtain best and final offers from short listed developers approved by the City. i. Review final offers and formulate a final recommendation to the City for developer selection that merges pricing and terms to identify the best offer. b. Qualify due diligence performed and quantify outstanding issues. i. If any outstanding issues arise, work with relevant parties to resolve any issues.
ii. Establish and initiate a process to identify a back-up offer proposal and developer selection.
c. Disposition and Development Agreement.
i. Advise City on key terms and conditions to be included in a Disposition and Development Agreement (“DDA”) or similar agreement and related documents with the selected developer.
ii. Review and comment on drafts of the disposition and development agreement and related documents.
iii. Assist the City in negotiating and finalizing the agreements and documents for City Council consideration.
266

1. Attend all public meetings related to the agreements and documents, including City Council meetings, and advise the City Council as requested by the City.

Consultant Deliverables: In tandem with City of West Sacramento, Consultant will facilitate a final DDA or Purchase and Sale Agreement for the sale of the Property.

Consultant to provide memorandum summarizing the evaluation process, including proposal submittal findings and recommendations, justification for advancing submittals to the short list of developers and/or final developer selection recommendation.

5. Escrow Management
a. Manage al aspect of escrow to ensure a successful close of escrow.

Consultant Deliverables: Consultant shall provide hard and digital copies of all closing documents to the City upon the close of escrow.
267

EXHIBIT B
Schedule of Performance and Compensation
Consultant shall provide the City with the professional services outlined in Exhibit A, Scope of Work. The assignment is anticipated to take approximately 52 to 72 weeks according to the estimated timeline shown below.

The City shall pay five payments of $20,000, totaling $100,000 to Consultant respectively following completion of each of the following Phases and City receipt of the following deliverables outlined in Exhibit A.
# Phase Timeframe Payment
1 Review, Verification, and Cataloging City’s Due Diligence and Project Materials
4 weeks $20,000
2 Marketing Development and Execution 28 weeks $20,000
3 Solicit Initial Proposals and Qualify Developers 4 weeks $20,000 4 Obtain and Evaluate Final Proposals and Determine Final Terms with Selected Developer
4 weeks $20,000
5 Escrow Management 12 to 32 weeks $20,000
Total 52 to 72 weeks $100,000
268

EXHIBIT C
CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700
[Labor Code § 1861]
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

CONSULTANTS
By:

Ken Turton, President
269

CITY OF WEST SACRAMENTO

CLUB PHEASANT
RESPONSE TO RFP July 28, 2023
Attachment 3
270
2131 CAPITOL AVE, STE 100
SACRAMENTO, CA 95816
916.573.3300 TURTONCOM.COM

KEN TURTON

PRESIDENT
D.R.E. LIC. 01219637
916.573.3300
[email protected]
© 2023 This information has been secured from sources believed to be reliable. Any projections, opinions, assumptions or estimates used are for example only and do not constitute any warranty or representation as to the accuracy of the information. All information should be verified through an independent investigation by the recipient, prior to execution of legal documents or purchase, to determine the suitability of the property for their needs. Logos and/ or pictures are displayed for visual purposes only and are the property of their respective owners.

KIMIO BAZETT

DIRECTOR
D.R.E. LIC. 02152565
916.573.3315
[email protected]

SCOTT KINGSTON

SENIOR VICE PRESIDENT
D.R.E. LIC. 01485640
916.573.3309
[email protected]
271

CONTENTS
03 Transmittal Letter
08 Mandatory Qualifications and Experience
24 Project Understanding
28 Technical Project Approach
38 Cost Proposal
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 272
Ken Turton, Inc. dba Turton Commercial Real Estate, a California S Corporation.

Ken Turton, President
2131 Capitol Avenue, Suite 100
Sacramento, CA 95816
916.505.8288
[email protected]
Turton Commercial Real Estate - Response to RFP - City of West Sacramento

TRANSMITTAL LETTER
Section 1:
03 Note 1: Statement of Offer: This letter is an offer to complete the Scope of Work and the offer, including the Cost Proposal rates and budget as outlined in this response, and shall remain valid for at least ninety (90) business days after the Proposal due date.

Note 2: Conflict of Interest: Neither, Turton Commercial Real Estate, nor any individuals who shall perform work under the Contract, has a possible conflict of interest.

Note 3: City Contract Terms: Proposer acknowledges and accepts the City’s standard contract and insurance have been reviewed and accepted by Proposer without modification or qualification.

Note 4: Subcontractors: Proposer does not intend to use subcontractors, subconsultants, or other contracting parties to complete the Scope of Work.

July 28, 2023
RE: Response to RFP - City of West Sacramento
Pursuant to the RFP For Club Pheasant Development Advisory Consulting Services, Turton Commercial Real Estate, “TCRE”) is pleased to submit the following qualifications and proposal.

To whom it may concern,
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04 Turton Commercial Real Estate - Response to RFP - City of West Sacramento Turton Commercial Real Estate, located at 2131 Capitol Avenue, Suite 100, Sacramento, CA 95816 offers full service commercial real estate services. Both professional and support staff are available for technical and project consultation. We will respond to City of West Sacramento staff for all requests for service within six (6) hours of the request.

DESCRIPTION OF THE FIRM
Services:

Public agency representation
Landlord representation
Tenant representation
Seller representation
Buyer representation
Project management
Property management
Financial services / lending
Staff:

Ken Turton, President
Scott Kingston, Senior Vice President
Jon Lang, Senior Vice President
Aaron Marchand, Senior Vice President
John McCallum, Senior VP - Finance
Patrick Stelmach, Vice President
Melody Jones, VP - Project Management
David Khedry, Senior Director
Matt Axford, Director
Jack Scurfield, Director
Kimio Bazett, Director
Administrative staff:

Melissa Turton, COO
Brooke Butler, Senior VP - Marketing
Corey Lau, Creative Director
Justine Franklin, Marketing Director
Turton Commercial Real Estate is the region’s foremost expert in the on public / government real estate services, representing many of the region’s more notable government / public entities:

CalPERS
El Dorado County
Sutter County
Placer County
City of Sacramento
City of Elk Grove
City of Davis
Government of Mexico
Capital Area Development Authority
Sac Housing and Redevelopment Agency
Sacramento Regional Transit
California State Employees Association
Sacramento Metropolitan Fire District
Assoc. CA School Administrators (ACSA)
Relevant Public Agency Seller Representation:

CalPERS
City of Sacramento
City of Elk Grove
City of Davis
Capital Area Development Authority
Sacramento Regional Transit
Sacramento Metropolitan Fire District
274
05 Turton Commercial Real Estate - Response to RFP - City of West Sacramento Our combination of extensive public and private representation experience, deep and unmatched retail and restaurant experience, unparalleled market knowledge, understanding of the processes and requirements of public sector boards and bureaucracies, reporting requirements and, of course, legal and insurance requirements makes TCRE uniquely qualified to represent the City of West Sacramento for the sale or lease of the Club Pheasant property at 2525 Jefferson Boulevard, West Sacramento.

Outstanding public sector real estate requires diverse, broad, and complex skill sets and expertise. We have an extensive resume in every form of commercial real estate advisory and brokerage.

Most recently, TCRE was selected by the City of Elk Grove to market their city owned and city defining development site, Project Elevate, which at full build out will feature 850 residential units, 100,000 square feet of retail, 100,000 square feet of office space, and a 100 room hotel. As part of that assignment, the City of Elk Grove is encouraging developers to retain TCRE for the 100,000 square foot retail tenant selection in order to curate the ideal mix of organic regional tenants in tandem with strong financial credentials.

TCRE represents Sutter County exclusively for acquisitions, dispositions, lease relocations, and consulting. Much like West Sacramento’s requirement, TCRE will be representing Sutter County on the disposition of a former K-Mart location in a AA 13 acre location in Yuba City in addition to several other surplus land disposition requirements. In the last three years, TCRE has advised Sutter County on more than $15 million in assignments.

The City of Davis selected TCRE over 11 other national firms to represent them selling their most iconic city-owned property: their Historic City Hall located at 226 F Street in Downtown Davis for repositioning as a destination restaurant/entertainment experience.

We closed escrow in May 2018 with a buyer for $3.5 million, or $1.2 million higher than the City of Davis’ appraised value, and today it is home to Mama Eatery.

TCRE was selected from over 12 national firms to represent the City of Sacramento on the disposition of up to 78 properties throughout Sacramento. This includes the sale of the most valuable property in the portfolio, the 800 Block of K Street, a 54,000 square foot land sale on 8th Street between K and L Streets in Downtown. TCRE has represented the City of Sacramento on numerous other purchases, leases and sales throughout the last 15 years. TCRE was also recently re-selected, via RFP, to represent the City of Sacramento for acquisitions, dispositions, lease relocations and consulting.

TCRE was also selected from competing national firms to represent the Sacramento Regional Transit District in the sale of sixteen (16) properties totaling over seventy (70) acres of urban infill development and redevelopment property. This has resulted in the development of over 200 affordable housing units on 7 acres of Arden Way and the recently completed award winning Wexler development at 65th and Folsom Blvd, a 240-unit student-housing apartment complex with over 10,000 SF of retail.

TCRE has exclusively represented El Dorado County for real estate acquisitions, dispositions, lease renewals, lease relocations and consulting since 2011, for more than $45 million in assignments.

About Turton Commercial Real Estate:
275
06 Turton Commercial Real Estate - Response to RFP - City of West Sacramento In addition, TCRE has exclusively represented Placer County for acquisitions, lease renewals, lease relocations and consulting since 2014, for more than $15 million in assignments.

TCRE has represented the Government of Mexico for leasing, consulting, and purchase acquisitions since 2008 for more than 200,000 square feet across the United States for their Consular facilities.

In the 13 years since its inception, the team at Turton Commercial Real Estate has listed and leased or sold more than 80% of the restaurant/food & beverage space in Sacramento’s urban core. This includes The Ice Blocks, The Railyards, the MARRS building, 1801 L Street, Maker, The Richmond, Envoy, 2801 Capitol, 1430 Q Street and dozens of others. Many of these projects are detailed later in this proposal.

Lastly, TCRE has represented dozens of Sacramento’s most iconic and successful regional restaurants including Selland’s, Zocalo, Michael Hargis (LowBrau, Beast + Bounty, etc.), Temple Coffee, Rick’s Dessert Diner, Mulvaney’s, Dust Bowl Brewing and many more.

Since 2010, TCRE has represented more public sector lease renewals, relocations, building purchases, building sales, land purchases, land sales, residential and commercial valuation services than any other brokerage firm in the region.

History, Vision, & Philosophy
Since the company’s’ founding in 2010, no firm has dedicated more resources and delivered better results to government agencies in Northern California than Turton Commercial Real Estate (“TCRE”).

TCRE represents the counties of El Dorado, Sutter, and Placer as well as the cities of Sacramento, Elk Grove, and Davis. In addition, TCRE represents many of the region’s most important agencies including CalPERS, Capitol Area Development Authority, Sacramento Housing and Redevelopment Agency, Sacramento Metropolitan Air Quality Management District, Sacramento Regional Transit, the Sacramento Metropolitan Fire District, the California State Employees Association and many others.

While TCRE receives remuneration for their services, we see our role with government and public agencies as more of a partnership in which we are synchronized philosophically and collaboratively to achieve their functional and economic goals. We strive to accomplish government and agency objectives while maximizing economic efficiency at a private sector level or better. TCRE is not a large and cumbersome organization. Rather, our company has been designed very strategically to efficiently provide the full entree of commercial real estate services necessary to properly advise our clients on all aspects of their real estate transactions. These include building and land acquisition and disposition, development and redevelopment, landlord and tenant lease representation, improvements and project management, and valuations/recommendations for all types of real estate disciplines including office, retail, industrial, multi-family, and schools.
276
07 Turton Commercial Real Estate - Response to RFP - City of West Sacramento There is no firm more renowned in the Sacramento region for improving communities than TCRE. Moreover, we improve communities within the boundaries of fair market economic standards so when real estate decisions made by government entities are scrutinized by the media, social media, and constituents, those decisions are defended with sound and comprehensive data and economic underwriting.

In a recent survey of TCRE employees and agents, the foremost reason each elected to work for the company was to play a significant role in the improvement of the region and community. The second most significant reason was to provide the best economic solutions possible to our clients for sustainable economic and functional solutions. In an industry traditionally driven by earnings, we dare say there is no other commercial real estate company that would poll the same way.

At TCRE we are very passionate about improving our regional communities, with West Sacramento foremost among them. In our opinion, West Sacramento has the most potential of any regional city to continue building an exciting, unique, and desirable live/work environment for residents and businesses. TCRE has patiently waited for the opportunity to partner with West Sacramento’s Economic Development Department to achieve their shared vision. There is no better place to start than identifying the perfect partner to fully develop the iconic Club Pheasant site!
Sincerely,
Ken Turton - President and Owner, Turton Commercial Real Estate Note 5: Ken Turton is an authorized signatory of the Proposer, as he is the sole owner and president of Ken Turton Inc, dba Turton Commercial Real Estate.
277
Turton Commercial Real Estate - Response to RFP - City of West Sacramento

MANDATORY QUALIFICATIONS
& EXPERIENCE
Section 2:
08 1. Organization
Services:

Public agency representation
Landlord representation
Tenant representation
Seller representation
Buyer representation
Project management
Property management
Financial services / lending
Staff:

Ken Turton, President
Scott Kingston, Senior Vice President
Jon Lang, Senior Vice President
Aaron Marchand, Senior Vice President
John McCallum, Senior VP - Finance
Patrick Stelmach, Vice President
Melody Jones, VP - Project Management
David Khedry, Senior Director
Matt Axford, Director
Jack Scurfield, Director
Kimio Bazett, Director
Administrative staff:

Melissa Turton, COO
Brooke Butler, Senior VP - Marketing
Corey Lau, Creative Director
Justine Franklin, Marketing Director
Turton Commercial Real Estate, located at 2131 Capitol Avenue, Suite 100, Sacramento, CA 95816 offers full service commercial real estate services. Both professional and support staff are available for technical and project consultation. We will respond to City of West Sacramento staff for all requests for service within six (6) hours of the request. 278
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 09 2. Experience
Turton Commercial Real Estate has been performing the services required to complete the Scope of Work since its inception in January 2010. Ken Turton has been providing similar services for more than 26 years and Scott Kingston for 20 years.

Examples of retail, restaurant and similar property include:
226 F Street, Davis, CA
Client: City of Davis
Type: Restaurant Building Sale
Size: 11,000 SF
Price: $3,500,000
Railroad Street, 9699 Railroad Street, Elk Grove, CA
Client: D&S Development
Type: Retail and Restaurant Building Lease (2 buildings) Size: Two (2) buildings totaling 12,500 square feet
1020 K Street, Sacramento, CA
Client: Brad Management
Type: Restaurant Building Sale
Size: 12,650 SF
Price: $4,950,000
1000 K Street, Sacramento, CA
Client: Brad Management
Type: Restaurant Building Sale (In Contract)
Size: 29,500 SF
Price: $7,850,000
Zocalo, 1800 Capitol Ave., Sacramento, CA
Lease Representation 1800 Capitol Avenue, Sacramento, CA Lease Representation The Fountains, Roseville, CA
Stand Alone Building Purchase 2739 East Bidwell Street, Folsom, CA Client: Ernesto Jimenez
Type: Retail Restaurant
Size: 8,000 SF
279
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 10 Burr’s Fountain, 4920 Folsom Boulevard, Sacramento, CA Client: Michael Diepenbrock
Type: Restaurant Building Redevelopment Sale
Size: 1,700 SF
Price: $1,450,000
Mulvaney’s, 1215 19th Street, Sacramento, CA
Client: Patrick Mulvaney
Type: Retail Restaurant
Size: 2,700 SF
390 Bicentennial Circle, Sacramento, CA
Client: Andrew Kilpatrick
Type: Retail/Restaurant Building Sale
Size: 4,745 SF
Price: $3,825,000
945 Howe Avenue, Sacramento, CA
Client: Barry Kohn
Type: Restaurant Building Sale (La Bou)
Size: 6,522 SF
Price: $1,950,000
Rick’s Dessert Diner, 2401 J Street, Sacramento, CA
Client: Ahmued Abuetthi and O Street Partners
Type: Building Redevelopment including new Retail Restaurant Size: 3,700 SF
Ice Blocks, 1700 R Street, Sacramento CA
Client: Heller Pacific and Fulcrum Property
Type: Mixed-use development with restaurant building Lease Size: 175,000 SF
The Railyards, Sacramento CA
Client: LDK Ventures
Type: Retail and Restaurant Building Lease
Size: 100,000 SF
The Growers District, 200 N 16th Street, Sacramento, CA Client: Bauen Capital
Type: Retail/Restaurant Building Lease
Size: 75,000 square feet of retail
280
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 11 1801 L Street, Sacramento, CA
Client: SKK Developments
Type: Retail and Restaurant Building Lease
Size: 176 units over 15,000 square feet of retail
2531 J Street, Sacramento, CA
Client: 2531 J LLC
Type: Retail Building Sale
Size: 4,132 SF
Price: $1,450,000
B&G Building, 1100 R Street, Sacramento, CA
Client: Miry Development
Type: Restaurant Building Lease
Size: 10,000 square feet units with 3,900 square feet of retail 1430 Q Street, Sacramento, CA
Client: D&S Development
Type: Retail and Restaurant Building Lease
Size: 75 units with 10,000 square feet of retail
The Hardin, 700 K Street, Sacramento, CA
Client: D&S Development
Type: Retail and Restaurant Building Lease
Size: 150 units with 75,000 square feet of retail
MARRS, 1050 20th Street, Sacramento, CA
Client: Fulcrum Property
Type: Office, Retail mixed-use redevelopment with Restaurant Building Lease
Size: 50,000 square feet with 25,000 square feet of retail The Market Club at The Mill, 2630 5th Street, Sacramento, CA Client: CSI Construction
Type: Retail and Restaurant Building Lease
Size: 21 units with 9,000 square feet of retail
The Line, 6415 Elvas Avenue, Sacramento, CA
Client: Sutter Capital Group
Type: Restaurant Building Lease
Size: 5,400 square feet of ghost kitchen space
281
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 12 3. Public Agency Experience
The team at Turton Commercial Real Estate has assisted numerous public agencies in the acquisition, disposition and lease of commercial real estate for more than 18 years.

Turton Commercial Real Estate (TCRE) has executed many dozens of transactions with public agencies, cultivating a skillset which is ideally suited for the City of West Sacramento:
• Tenant/agency representation
• Landlord/agency representation for publicly owned property • Seller/agency representation for publicly owned property • Project management/construction services for public agency assignments • Valuation services for public agency acquisitions and publicly owned property • Surplus land disposition for publicly owned property
• Public agency representation for building/land acquisition Our combination of extensive public and private tenant representation experience, unparalleled market knowledge, understanding of the processes and requirements of public sector boards and bureaucracies, reporting requirements and, of course, legal and insurance requirements makes TCRE uniquely qualified to represent the City of West Sacramento in the disposition of the Club Pheasant property.

Examples of public sector projects completed within the last five (5) years include:

1. Project Elevate, Elk Grove, CA
Type: Land Disposition and Development Consulting
Client: City of Elk Grove
Size: 20 acre, 1 million square foot mixed-use development Date: 2021-Present
Price: +/- $7 million land purchase and $500+ million development Reference: Darrell Doan, Economic Development Director, City of Elk Grove Description: TCRE is representing the City of Elk Grove in the sale and selection of master developer for their most prominent and high profile development site, called Project Elevate. The property is recognized to be one of the most desirable properties in the Sacramento region. The City of Elk Grove has spent years carefully envisioning the dense, urban style project, which is directly adjacent to the City’s 56 acre “District 56” community, recreation, senior center, and veterans hall. Once complete, Project Elevate will feature 500-800 multifamily units (15% of which are affordable), 100,000+ square feet of experiential retail, and a 150 room 4-star hotel.

Key Personnel: Scott Kingston and Ken Turton
282
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 13 2. Historic City Hall, 226 F Street, Davis, CA
Type: Building Sale
Client: City of Davis.

Size: 11,000 square feet
Date: 2018
Price: $3.5 million
Reference: Tracy Reynolds, Manager Leases and Open Spaces Description: In 2016, the State Department of Finance notified the Davis Successor Agency that it had to sell the Historic City Hall building. The sale was required under a 2012 state law that dissolved all California redevelopment agencies and forced them to dispose of all their assets.The building is a state historic landmark, which means its exterior historic features are protected. Any proposed changes to those features require City approval. In addition, the City will record a deed restriction requiring City approval for any proposed changes to the building’s interior historic features. The City will retain ownership of the two art pieces on the property.

The City of Davis engaged TCRE to market the property to potential buyers and helped the Successor Agency evaluate the offers. The Successor Agency received four offers, with two at or above asking price; all of the offers were significantly above the appraised value.

The two most competitive buyers were interviewed by Turton, Successor Agency board members, and staff.

The Successor Agency to the Davis Redevelopment Agency closed escrow with a highly experienced local commercial real estate owner/developer to buy the building for $3.5 million, which was $1.2 million greater than the appraised value.

Key Personnel: Scott Kingston and Ken Turton

3. 850 Gray Avenue, Yuba City, CA
Type: Building Purchase
Client: County of Sutter
Size: 126,000 square feet
Date: 2021
Price: $8,250,000
Reference: Leanne Link, Assistant County Administrator, County of Sutter Description: Turton Commercial was awarded representation of Sutter County through an RFP process in 2019. Sutter County wanted to consolidate 17 independent health and human service facilities into one single location, but needed to do so operating within budget constraints. In summary, Turton Commercial negotiated the purchase of a vacant 126,000 SF K-Mart retail center on 13 acres in the heart of Yuba City for $8,250,000. The sale closed May 12, 2021 after which the plan would be to divide the 13 acres into two sections retaining 6 – 7 acres for an 85,000 SF build-to-suit for the County and leasing or selling the 125,000 building on remaining acreage for a retail center. The approximate sale value would be $12,000,000 providing the County with $3.5million net proceeds and approximately 6–7 acres of land for their build-to-suit that would effectively be free land.

Key Personnel: Ken Turton and Scott Kingston
283
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 14 4. 1500 67th Street, Sacramento, CA - The Wexler
Size: 3 acre, 180,000 SF mixed use multi-family development Description: TCRE represented Sac Regional Transit on the sale of this +/- 2 acre site for $5,000,000 less infrastructure costs of $3,000,000 (paid by developer), and completed a 3 acre assemblage resulting in a 180,000 SF mixed-use development. The finished project yielded 225 units over 10,000 SF of retail.

Reference: Former Council Member Jeff Harris
Key Personnel: Ken Turton

5. 880 Arden Way (Assemblage), Sacramento, CA
Size: 5 acres
Description: TCRE represented Sac Regional Transit on the sale of this contaminated property for transportation oriented development.

The site was sold for $1,500,000 to CH Housing Works, and today there are 240 affordable units directly adjacent to light rail.

Reference: Former Councilman Jeff Harris, City of Sacramento Key Personnel: Ken Turton

6. 1701 S Street, Sacramento, CA
Size: 1/2 City Block - 180 Apartment Units over 10,000 SF of Retail Reference: Wendy Saunders
Description: Ken Turton represented Capitol Area Development Authority on the purchase of a half-city block for the development of an affordable mixed-use project directly adjacent to Ice Blocks. Turton also represented the seller, Javier Vandersteeg, and CADA partner CFY Development. The project is 180 units over 10,000 SF of retail and now fully pre-leased.

Key personnel: Ken Turton

7. 2000 16th Street, Sacramento, CA
Size: 32,000 SF parcel for the development of a 140 unit over 6,000 SF of retail mixed-use project.

Reference: Wendy Saunders
Description: Ken Turton represented Capitol Area Development Authority on the purchase of a 32,000 SF parcel on the southwest corner of 16th and T Street one block from Ice Blocks. The project will be completed in 2025 and will consist of 140 apartment units over 6,000 SF of retail.

Key Personnel: Ken Turton
284
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 15 8. 731 K Street, Sacramento, CA
Size: 25,000 SF former bank building on corner of 8th and K Street Reference: Leslie Fritzche
Description: Represented Redevelopment Agency Successor Agency for the City of Sacramento on the sale of a vacant blighted former bank building on the corner of 8th and K Street. The building was purchased by Cassadine Partners and leased to Cambria (all of whom were represented by Ken Turton), and today the building is one of the most modern and innovative in the entire region.

Key Personnel: Ken Turton

9. 301 Capitol Mall, Sacramento, CA - Iconic Land Disposition Seller: CalPERS
Size: 110,000 square feet
Price: $21,000,000
Reference: Eric Schlencker, CalPERS
Description: TCRE was selected among 12 competing firms (including 8 national firms) to represent CalPERS on the sale of one of Sacramento’s most iconic and valuable parcels: 301 Capitol Mall. A national marketing campaign resulted in five offers of which two ultimately stood out. The process concluded in October of 2022 just as the debt and equity markets were becoming extremely volatile.

Neither buyer could assure debt and equity for their projected developments and therefore close of escrow, so CalPERS elected to delay sale one year.

Key Personnel: Ken Turton and Scott Kingston

10. 1111-1119 Emerald Bay Road, South Lake Tahoe, CA
Client: County of El Dorado
Size: 17,473 square feet on 77,101 square feet of land
Price: $7,500,000
Reference: Chuck Harrell, Facilities Manager, County of El Dorado Description: El Dorado County had been searching for a new complex to relocate three departments that were in an end-of-life building in South Lake Tahoe. After looking for more than 4 years, Barton Health’s real estate team notified Turton Commercial that they were considering a multi-building portfolio in the heart of South Lake Tahoe. El Dorado County went into contract in mid 2022 and closed in December of 2022 and will be relocating more than 60 employees to this location later this year.

Key Personnel: Scott Kingston and Ken Turton
285
TCRE does not have any experience working with the City of West Sacramento as a consultant, however, we represent a number of similarly sized public agencies including the City of Sacramento, the City of Elk Grove, the City of Davis, Sutter County, El Dorado County, Placer County, Sacramento Metropolitan Fire District, CADA, SHRA and others.

No contractual relationships with the City of West Sacramento exist currently or within the past five (5) years.

Turton Commercial Real Estate - Response to RFP - City of West Sacramento 16286

4. Personnel
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 17 KIMIO BAZETT
DIRECTOR - LIC. 02152565
916.573.3315
[email protected]

SCOTT KINGSTON
SENIOR VICE PRESIDENT - LIC. 01485640
916.573.3309
[email protected]

KEN TURTON
PRESIDENT - LIC. 01219637
916.573.3300
[email protected]
Brokerage Team Organization Chart:
287
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 18 26 years experience, 13 years with TCRE, 13 years as Senior Vice President with CBRE License #01219637
Personnel Details:

Ken Turton
Ken Turton is President of Turton Commercial Real Estate. He is considered by many to be the foremost commercial real estate authority on urban development and redevelopment. There is no broker in the region that has brokered, consulted, managed or underwritten more redevelopment projects than Turton. As a result, Turton represents the majority of housing, retail, office and mixed use urban infill developers along with the City of Sacramento, Capital Area Development Authority (CADA) and many cities and counties. He is often the keynote speaker at the Appraisal Institute of America Northern California Chapter annual convention. • 2010 - Current: President of Turton Commercial Real Estate, a boutique commercial real estate firm specializing in Government and Public Agency representation in the sale, development and leasing of real estate in the Sacramento Region.
- Turton Commercial Real Estate voted 2022 Sacramento Small Business of the Year • 1997 – 2010: Senior Vice President at CBRE and Managing Partner of the region’s largest office brokerage team.
- Totaling over Two Billion dollars in consideration.
- Leased over 1,200,000 Square Feet of properties
- Brokered and/or management of over 1,000,000 SF or redevelopment projects throughout Sacramento.
- Successfully leased four significant ground up development projects - Meridian Plaza: 1415 L Street 250,000 SF Class A high-rise, - Esquire Plaza: 1215 K Street 227,000 SF Class A high-rise:
- 2600 Capitol Avenue: 60,000 SF Class A Mid Rise
- Ice Blocks: 100,000 SF Office and 80,000 SF retail Class A Mid Rise - Sold over Two Million Square feet of land in Sacramento County resulting in over:
- 3000 units of housing
- 200,000 SF of retail
- 1,000,000 SF of office.
- Sold over Five Million Square Feet of buildings in Sacramento County - Consulted by virtually every major urban developer regarding economic projections and underwriting of significant office, retail or multi-family projects. - Consultant and Broker to the County of Sutter
- Consultant and Broker to Cities of Sacramento, Elk Grove and Davis. - Consultant and Broker to Sacramento Regional Transit
- Consultant and Broker to CalPERS
- Five time keynote speaker for American Institute of Appraisers Northern California • University of Oregon 1983 - 1987
• Bachelor of Science in Finance
• Bachelor of Science in Marketing
• Bachelor of Science in Political Science
Brokerage Summary: Education:
• Turton and his staff at TCRE publish GRID
Magazine twice annually.
• Turton enjoys tennis, cycling, swimming
and, particularly, hiking. He and his wife
Melissa are in the process of hiking the top
50 treks in the world and Ken is writing
his first book: Joe Herd: Life lessons from
Backpacking and Other Adventures.
• Ken will be the primary point of contact for
the City of West Sacramento.

Other:
288
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 19 20 years experience, 7 years with TCRE
License #01485640
Scott Kingston
Scott specializes in representing public sector and government clients and is the consultant to and real estate advisor to many major public sector agencies including:
• Government of Mexico since 2008
• El Dorado County since 2011
• Placer County since 2014
• Sutter County since 2020
• California State Employees’ Association
since 2010
• City of Davis since 2017
• City of Sacramento
• City of Elk Grove
• CalPERS
• Sacramento Metropolitan Fire District
• Sacramento Housing and Redevelopment
Agency
• PG&E
• Sacramento County Employees’
Retirement System
• League of California Cities
• California State Retirees
• California State University Employees
Union
• Regional Council of Rural Counties
• Many others
Assignments for these public-sector clients have included:
• Building acquisitions
• Land acquisitions
• Leasing new commercial space
• Renewing leased space
• Building and site dispositions
• Property assessments and valuation
In addition, over his 20 years practicing commercial real estate, he has:
• Leased and sold more than 9.5 million square feet of commercial property totaling more than $1.1 billion in value • Completed over 800,000 SF of building leases, sales and dispositions for various public agencies • $50 million in commercial property sales and listings for many of the region’s most notable public agencies The Selland Family
Temple Coffee
Starbucks
Michael Hargis (Beast + Bounty, Low Brau)
Dust Bowl Brewing
Kin Thai
Pacos
Pampas Brazilian Steakhouse
Pazza Notte
Scott’s Restaurant / Retail / Hospitality Tenant Experience:

The Ice Blocks
The Railyards
MARRS
Maker
Envoy
1430 Q Street
The Elliott Building
Project Elevate
The Richmond
Capitol Towers Mid Rise
Scott’s Restaurant / Retail / Hospitality Landlord Experience:
289
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 20 20 years of local small business experience, 2 years with TCRE License #02152565
Kimio Bazett
Kimio Bazett brings 20 years of small business expertise to commercial real estate brokerage, with an emphasis on restaurants, bars, and general hospitality. His firsthand experience with tenant improvements ranging from minor bar remodels to complete restaurant build outs lends a singular perspective to mixed-use projects. Kimio specializes in representing both restaurant/retail property owners and tenants. Utilizing relationships built over the course of his entrepreneurial career, he prides himself on working with the region’s most talented and capable hospitality tenant/owner-operators including:
• Colorado State University - Business
Management
Education:
• Bike Dog Brewing Company
• Patricio Wise, Nixtaco
• Rick Mahan, OneSpeed Pizza/Waterboy
• Tyler and Melissa Williams, Tank House
BBQ/The Jungle Bird/Tenten Room
• Kevin Khasigian, HK3 Development/
Doughbot Donuts
• Scott Ostrander, Origami
• Ryan Harden and Rob Watson, Camellia
Coffee Roasters
• Rob Archie and Peter Hoey, Urban Roots
Brewing
• Patrick and Phoebe Celestin, Celestin’s
• Joe, Holmberg, The Nook Wine Bar +
Bistro
• Feda Faizi, Chocolate Bash
• Ernesto Delgado, Ernesto Delgado
Hospitality Group
• OZ Korean BBQ
• Chef Rob Venditti, Mother
• Rohit Nayyar, Roco Wines
• Bret Bair and Eric Rushing, Goldfield
Trading Post/The Cabin/Ace of Spades/
Old Ironsides
• Aziz Fattahi, Village Bakery/Village Pizza
Assignments for these Restaurant/Hospitality clients have included:
• Leasing New Commercial Space
• Building Acquisition Representation
• Building and land disposition guidance
• Renewing leased space
• Property assessments and valuations
In addition, Kimio is an expert in the value, function, and layout of commercial restaurant and bar equipment and the integration of these systems. This is best evidenced by his direct oversight of the construction of:
• The Golden Bear, 2003
• Hook & Ladder Manufacturing Co, 2012
• Bottle and Barlow, 2015
• Kru Contemporary Japanese Cuisine, 2018
290

5. References
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 21 Howard Chan
City Manager
City of Sacramento
915 I Street
Sacramento, CA 95814
[email protected]
916.806.0231
Darrell Doan
Economic Development Director
City of Elk Grove
8401 Laguna Palms Way
Elk Grove, CA 95758
Cell: 443-310-3662
[email protected]
Steven M. Smith
County Administrator
Sutter County
1160 Civic Center Blvd, Ste A
Yuba City, CA 95993
Cell: 530-822-7100
[email protected]
Eric Findlay
Real Estate Services Manager
Placer County
11476 C Avenue
Auburn, CA 95603
Cell: 530-308-1200
[email protected]
Chuck Harrell
Facilities Manager
El Dorado County
Chief Administrative Office
3000 Fairlane Court, #1
Placerville, CA 95667
Cell: 530-651-3345
[email protected]
291

6. History
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 22 There have been no mergers, acquisitions, or sales related to Proposer’s organizational structure within the last three (3) years.

7. Legal Challenges
There is no pending litigation against TCRE.

8. Fiscal Viability
Turton Commercial Real Estate, at no point in the last ten (10) years, 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. 292

9. Business License
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 23 Business License attached below:

The most up to date records may be obtained by searching for the Entity Name or Entity Number in the Search module at bizfileOnline.sos.ca.gov.

The above referenced document has been approved and filed with the California Secretary of State. To access free copies of filed documents, go to bizfileOnline.sos.ca.gov and enter the entity name or entity number in the Search module.

What's Next?
For further assistance, contact us at (916) 657-5448 or visit bizfileOnline.sos.ca.gov. 03/30/2023
3064313
BA20230539627
Stock Corporation - CA - General
Entity Name:

Entity Type:

Entity No.:

Document Type:

Document No.:

File Date:

KEN TURTON, INC.

Statement of Information
Thank you for using bizfile California, the California Secretary of State's business portal for online filings, searches, business records, and additional resources.

Business Amendment Filing Approved
March 30, 2023
California Secretary of State
Business Programs Division
1500 11th Street, Sacramento, CA 95814
ROSEVILLE, CA 95661
1525 RIDGE CREEK WAY
KEN TURTON, INC.
293

PROJECT UNDERSTANDING
Section 3:

The City of West Sacramento seeks a developer, or possibly owner-user, to purchase the former Club Pheasant property. The ideal buyer will maximize the economic value of the entire property while retaining a connection to the history of the iconic restaurant and its relevance to West Sacramento’s past and present.

The Club Pheasant restaurant holds significant historical relevance to the city and community of West Sacramento. While the building was originally built in 1912, Club Pheasant was established in 1935. The restaurant has a rich history and has become an iconic landmark in the area. Here are some aspects of its historical relevance:

Turton Commercial Real Estate - Response to RFP - City of West Sacramento 24 • Longevity: The original use of the property dates back to 1912 as an agronomy laboratory built by the West Sacramento Company to study delta soils and agriculture. Luisa and George Palamidessi acquired the property in 1935 and opened a restaurant known as the Hideaway Club, and later renamed Club Pheasant. The Club Pheasant was in operation for over 85 years, making it one of the oldest operating restaurants in West Sacramento. Its longevity allowed it to witness and be a part of the city’s growth and development over the decades.
• Community Gathering Place: The Club Pheasant has served as a popular gathering place for the local community. It has been a venue for various social events, celebrations, and special occasions. Many generations of families have dined at the restaurant, creating memories and a sense of tradition.
• Agricultural Heritage: West Sacramento has a strong agricultural heritage, and the Club Pheasant has played a role in preserving and celebrating that history. The restaurant’s menu often featured dishes highlighting locally sourced ingredients, including farm-fresh produce and poultry. It has been a place where residents and visitors can experience the agricultural roots of the region.
• Political and Business Meetings: Over the years, the Club Pheasant was a favored location for political and business meetings in West Sacramento. Its convenient location, private dining rooms, and reputation for quality food and service have made it a go-to spot for hosting important discussions and negotiations. • Historical Landmark: The Club Pheasant building itself has architectural significance. Its rural mid-century design and distinctive sign became recognizable symbols of the city. The restaurant’s exterior has retained much of its original charm, contributing to its historical significance within the community.
• Preservation Efforts: In recent years, there have been community efforts to preserve and revitalize the Club Pheasant. The restaurant holds a special place in the hearts of many residents, and there is a desire to maintain its historical integrity while adapting to changing times. These efforts reflect the importance of preserving local history and cultural landmarks in West Sacramento.

The Club Pheasant restaurant has become a beloved establishment in West Sacramento, representing both the city’s past and its enduring presence in the community. Its historical relevance lies in its role as a gathering place, its connection to the agricultural heritage of the region, and its architectural significance. 294
The 2.15-acre property consists of a 10,718 SF building constructed of unreinforced masonry over wood frame, originally built in 1912 and renovated throughout the years including the addition of a second structure. The structure includes 1,700 SF of the original 1912 design. The two separate sections include:
• One fully functioning restaurant of approximately 8,000 SF inclusive of a large kitchen with refrigeration, wholesale pasta production area, dining area capable of serving 170+ patrons, a bar, upstairs office area and outdoor seating area. • One storage facility of approximately 2,500 SF for both dry and refrigerated goods Turton Commercial Real Estate - Response to RFP - City of West Sacramento 25 The current layout of the restaurant is dated and requires significant modification to meet current restaurateur expectations. Restaurants today typically look for:
• Seating capacity of 175 or more.
• Open segway/transition between bar and restaurant so bar overflow benefits from restaurant seating and restaurant overflow benefits from bar seating.
• Efficient, functional connectivity between kitchen and restaurant. • Efficiently designed kitchen of approximately 20% of the total restaurant size. • Outdoor seating represents 20% of seating capacity, or more. • Space that meets all current Title 24, ADA, Fire Safety, and construction standards. 295
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 26 In its current state, the 85+ year old Club Pheasant checks off few of these boxes except the size of the kitchen and seating capacity.

On a macro-level, the site location is outstanding, occupying the Southeast corner of Jefferson Blvd and Lake Washington Blvd. The restaurant maintains the highest visibility corner fronting Southport Towne Center, consisting of 22 retail shops and anchored by Nugget Grocery Store and Target. The center is adjacent to the rapidly growing Southport community and features excellent day and night traffic counts. The center is also adjacent to the Clarksburg Branch Line Trail which connects cyclists and pedestrians to the surrounding residential neighborhoods, and ultimately the Sacramento Riverfront and Downtown Sacramento. Were the 2.15 acre parcel vacant it would likely command pricing in excess of $3,000,000.

Because of the deep historical connection between Club Pheasant and the City of West Sacramento, it is imperative that whatever the final development product may be, it retains some architectural connection to the former restaurant and pays homage to its history.

In an efficiently designed site plan, a 10,000 SF restaurant does not need a 100,000 SF site to be successful. Typical FAR for an efficiently designed restaurant site is 1:4 therefore, were the site designed today, it would likely front one of the primary streets and utilize 40,000 SF of the 100,000 SF parcel. Obviously, that is impossible if a developer is to maintain the building’s key architectural features like the facade, etc. In the current site location, the building sits squarely in the middle of the lot. This does not mean the exorbitant parcel size does not provide additional value. There are many venues that will utilize this additional land to enhance the consumer experience. For instance, a brewery or pickleball venue could utilize significant outdoor space. It is also very possible to demolish the smaller storage structure and rebuild something significantly larger. This could be a separate and unique retail building or even a small 10 to 20-unit residential project.

From a value perspective, if the original structure is to remain predominantly intact, it would require a minimum of $200 per SF to renovate the building to achieve current code compliance while meeting the modern restaurant requirements mentioned above. Specific restaurant finishes and FF & E would be in addition to that amount. We can easily envision two venues occupying the current structures which would generate higher pricing.

Of course, as with all projects we market in partnership with our City and County clients, we first identify the objectives most important to the client. In this case our perception is the City of West Sacramento would like to maximize the community experience and benefit by creating a destination venue while preserving some of the historic architectural and community contribution aspects of the Club Pheasant restaurant. To accomplish this we would first work with City site surveyors to fully understand any limitations and opportunities with the site itself (easements, hazardous materials, underground tanks, CC & Rs, EIR impacts, zoning, soil conditions, right of way, etc.). In doing so we would simultaneously be compiling documents which comprise a comprehensive due diligence “war room” (digital vault) for prospective buyers.

Once we fully understand the opportunities and limitations of the site, we will reach an agreement with the City as to the highest and best use. Then we market the property targeting these specific types of developers and/or owner-users. We would probably recommend an RFP process that would typically take 90 - 120 days. Current market financial conditions are severely hampering development projects as construction loans are typically above 8% interest and difficult to qualify for.

In general, we usually require 30-60 days to produce the marketing materials for the RFP process during which we send weekly draft 296
copies to the City of West Sacramento for review and comment. Throughout this period, we also send out property identification questionnaires in preparation for the RFP disclosures and Due Diligence. We prefer to have prospective buyers conduct as much of the Due Diligence as possible prior to submission of proposals so as to maximize the likelihood of a successful transaction.

We also utilize this period to create a draft DDA (Development and Disposition Agreement) or perhaps a simple PSA (Purchase and Sale Agreement). We can also include this document in the Due Diligence vault for buyer review and comment with submission of the proposal. Ideally the agreement includes a “claw-back” clause that allows the City to buy back the property at a discounted rate in the event the buyer has not met certain progressive benchmarks to develop and activate the site.

If desired by City staff, we are also happy to meet with any elected officials or committees involved with or impacted by the sale. We wish to ensure that all expectations are clear and any significant issues, objectives or obstacles are addressed and understood by all parties.

Because of the extensive work TCRE does in the urban retail discipline as well as the work we do with local governments, we have a long list of prospective buyers that specialize in these types of projects. These buyers understand the benefits and challenges of targeting the type of organic, experiential retail desired by cities to enhance the live-work experience of their residents and workforce.

Our knowledge of retailers that deliver authenticity while also maintaining economic profitability is renowned throughout the region.

Our website receives over 12,000 hits per month and is utilized only for the purpose of marketing properties like Club Pheasant. We are renowned for these types of properties, therefore many of these prospective buyers visit our site monthly simply to be “first-toknow” about opportunities such as this.

As a result, our firm has brokered 80% of the urban retail and restaurant deals completed over the last decade in Sacramento’s urban core. We represent such iconic retail developments as Ice Blocks, MARRS, Elliot Building, 70% of R Street, 70% of the Midtown Grid and soon, the Growers Market and Project Elevate. We also represent most of the mixed-use residential/retail projects in town such 16 Powerhouse, Q19, R15, the Mansion, 1801 L Street, 17K, and many others.

Because of this experience, we can provide accurate, realistic assessments of project timelines and underwriting for our local government clients. This prevents developers/buyers from constantly “re-trading” government entities who are not as well versed on market rate costs and construction conditions.

Once a buyer/developer has been selected and we are in contract, we typically meet with staff every two to three weeks to provide updates on the transaction process and address any issues or potential issues. We also work diligently to preserve and inform backup buyers, so we have a solid Plan B or C in the event our selected buyer fails to perform.

Lastly, we speak fluent “media”. If necessary, we will provide, as authorized, all significant reasoning and underwriting needed to justify the decisions made by staff and elected officials to the media and key stakeholders, so everyone has clear expectations and nothing happens that is unexpected under given circumstances. You cannot ensure a successful transaction 100% of the time, however you can ensure if the transaction fails and an alternate direction is selected, all parties were/are aware the possibility existed under certain circumstances and none of the decision makers suffer any reputational damage or diminished credibility.

Turton Commercial Real Estate - Response to RFP - City of West Sacramento 27297

TECHNICAL PROJECT

APPROACH
Section 4:

Turton Commercial Real Estate - Response to RFP - City of West Sacramento 28 298
As a result of selling and leasing over $1 billion of urban infill properties over the years, Turton Commercial Real Estate will utilize an extremely effective methodology for defining the value proposition of Club Pheasant, identifying the highest and best potential developers/buyers/tenants of the Property, creating marketing materials and mechanisms to specifically target those buyers, generating additional interest for leverage, maximizing property values, structuring deal terms that mandate performance and achieving City of West Sacramento’s objectives and closing transactions without compromise.

To do this we employ the fundamental premise of supply and demand economic theory into practical application. We define properties as accurately as possible to reduce supply (hopefully down to the point there is only one property/opportunity in its specific category) and then we use strategic targeted marketing to increase demand for this specific property/opportunity type. While every single property is unique and our process altered slightly correspondingly, but in general our approach is as follows:

Turton Commercial Real Estate - Response to RFP - City of West Sacramento 29 1. Generating Interest for Club Pheasant

1. We define the vision and economic/development objectives of the City of West Sacramento.

2. We identify the positive characteristics of the property and list all the benefits and applied (actualized) benefits of those characteristics.

3. We identify the challenges (if any) of the Property to ensure accurate expectations are set with potential developers/buyers.

4. We underwrite the property using most relevant comparable information as it pertains to revenue, operating expenses, stabilization costs (capital improvements, tenant specific improvements, cost to carry the property through vacancy, commissions, and free rent), cost of funds (lending interest rates), etc...

5. We review all these variables in detail with the seller or landlord to determine where opportunities may be available to increase value relative to cost.

6. We determine the maximum value.

7. We create a very attractive and market leading property brochure that defines the property brand, highlights the strengths (scarcity) of the property but (equally as important) highlights the strengths of the micro-market, the submarket, and the greater Sacramento region.

8. We publish a bi-annual magazine “GRID” that focuses strictly on providing entertaining yet informative urban real estate knowledge while creating an ideal forum to advertise our clients’ properties. This magazine gets distributed to 12,000 property and business owners throughout Northern California.

9. We can discuss additional City property marketing material distribution methodology with the City team. There are several different options to target potential buyers/developers.

10. All Club Pheasant property brochures and marketing pieces would maintain consistent branding, content and flow.

11. We will create a special section on our company website for Club Pheasant which would also maintain the same consistent logo, branding and flow along with any special instructions for submitting offers.

12. We will market properties directly to the developer partners we think would be a perfect fit for this very visionary property.

13. We will go out of the market to all west coast-based developers to expose Club Pheasant.

14. We directly contact hundreds of unique and best qualified developers to determine their level of interest in the property.

15. We generate activity which in turn creates leverage. 299
We work with the City of West Sacramento to establish and market the brand of the future of Club Pheasant to the development community.

No commercial real estate firm understands brand and branding more so than TCRE. For over two decades, Turton has been completing transactions and producing marketing materials that brand some of Sacramento’s most notable development projects. One of the most important components to the successful development of the Club Pheasant site is understanding and articulating the brand vision to prospective developers. Club Pheasant provides the City of West Sacramento a rare opportunity to create an experiential location that defines its community vision as it continues to flourish and develop. “Opportunity” “Organic” “Timeless” “Family Friendly” “Eclectic” “Fun” “Aspirational” “Modern” “Collaborative”
“Communal” “Inclusive” “Attractive” “Healthy”
“Innovative” & “Eco-friendly”
are just a few of the adjectives that will be incorporated into the branding of Club Pheasant. Articulating this brand and targeted economics to prospective developers is easier said than done. We know how to do it.

Turton Commercial Real Estate - Response to RFP - City of West Sacramento 30 2. Brand
300
We want the City of West Sacramento to achieve maximum rent and price value for all of their properties. That said, we also understand all of the nuances (and even politics) that impact the sale of publicly owned properties. Especially those owned by the City of West Sacramento. The combination of our extensive public sector experience, comprehensive property sales resume, our ability to leverage demand and our unique marketing process will result in maximizing value at the best possible terms.

We view our relationship with the public agencies and the City of West Sacramento, more as a partnership versus an employer/employee or contractor/vendor. We work side-by-side with the City of West Sacramento to achieve the best possible economic results while simultaneously achieving their short- and long-range development goals within their general and specific plans. Our goal is always to improve the City of West Sacramento, but at the same time, the City of West Sacramento has a fiduciary obligation to its residents to be prudent stewards of its resident’s money and property. We understand both objectives and work diligently and strategically to achieve both objectives so both the benefactors and beneficiaries are equally satisfied with the results of the City of West Sacramento’s decision.

As part of this representation, we also understand these transactions are often scrutinized at a higher level than any other private sector transactions. The media will not only write a story about a given transaction but will often detail the history of the property and cast covert (and sometimes not so covert) opinions on their merit. We understand the necessity of implementing a thorough and defensible disposition process because of the high-profile nature of the assets. As such, TCRE implements a quantifiable plan that can be benchmarked and audited throughout the process.

In addition, we communicate regularly (often daily) at scheduled and non-scheduled intervals with the City of West Sacramento. The City of West Sacramento will always be fully informed as to the status of the disposition at every point during the process, so they are always well prepared for any meetings or questions regarding same. The City of West Sacramento will always have the most comprehensive and up-to-date information possible to handle questions as they arise.

Further, while maximizing sales price (and possibly use) of a given property is the primary goal of this process, it is very important that our teams work together to mitigate as much risk as possible, including:
• Evaluating the credit worthiness of the buyer
• Requiring financial documentation of buyers
• Cataloguing all available due diligence
• Site measurements / verifications
• Knowledge of all restrictions/future options for sites • Review and preparation of all legal contracts and forms To maximize sales price, create a defensible and adaptable process, and to mitigate risk, TCRE employs a three-step disposition process.

3. Sale Process
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 31 301

COLLECTING, REVIEWING AND CATALOGING DUE DILIGENCE
• We will work with the City of West Sacramento to gather, analyze, and if necessary, perform any physical and environmental due diligence needed for the property.
• We study the available due diligence and conduct and catalogue new due diligence which limits re-trading of pricing later in the transaction.
• We make recommendations on existing due diligence and what remains to be performed prior to taking the asset to market. • We store all available due diligence in a secured cloud vault for access by buyers. • In the event the City of West Sacramento would like to use a “Call for Offers’’ process (popular with other public entities) we would recommend a boilerplate Purchase and Sale Agreement from the City of West Sacramento be provided to all Buyers to minimize delays and extensive negotiation of same after the Buyer has been selected.

MARKETING MATERIALS / OFFERING MEMORANDUM/LEASING BROCHURE • Our team will develop a comprehensive offering memorandum for the property including a property overview, market overview, investment underwriting, pricing, and timeline guidelines for interested buyers. • The offering memorandum will be creative, thorough, and high quality, and contain all available and necessary information for local, regional, and national buyers.
• In addition, we will develop and finalize the website for the asset, a promotional video (if available), the design of the HTML broadcasts, our marketing letters, and short-form brochures.

THE BUYER DATABASE
• We have an extensive (40,000+) database of value-add, investment, and development buyers in the regional, and national markets that have a particular interest in properties located in the area • As a result of our reputation, we receive over 20,000 website visits per month for our property database. We have great credibility and regular communication with many of the local and regional buyers.

THE BROKER DATABASE
• We want to market the asset to the widest pool of buyers possible. In addition to our internal database of buyers, and those contained on Real Capital Markets, we plan to market the asset to thousands of brokers nationwide. This ensures the most exposure for the City of West Sacramento to drive pricing.

ACTIVATE, UPDATE AND MONITOR COSTAR/LOOPNET
• TCRE will ensure CoStar, LoopNet, and Trainor Fairbrook (the three best databases of commercial property listings) property information is accurate and up to date. • We will supply all property brochures in an electronic format.

Turton Commercial Real Estate - Response to RFP - City of West Sacramento 32 Step 1: Preparation
3-Step Sale Process Overview
302

ACTIVATE, UPDATE AND MONITOR COSTAR & LOOPNET LISTINGS
• TCRE will ensure our TCRE website (20,000 hits per month), direct electronic mail blasts, CoStar, LoopNet, and Trainor Fairbrook property information is accurate and up to date.
• We will supply all property brochures in an electronic format.

COMMENCE BUYER / BROKER MARKETING
• Our team will directly contact the Top 100 brokers, our internal buyer and broker lists and all brokers with interested buyers. • We expose the asset to the widest market possible by broadcasting and contacting thousands of commercial brokers, as well as thousands of buyers, investors and developers.

THE BUYER DATABASE
• As a result of our longstanding reputation for the successful sales and development of urban infill properties we have an extensive database of investment buyers in the Northern California markets. • We have many close relationships with most of these buyers and have sold property to or for many of these buyers.’

REAL CAPITAL MARKETS FOR INDIVIDUAL ASSET
• To create a sense of urgency and drive demand (while exposing the asset to a very wide buyer pool), in addition to our own direct marketing efforts we recommend considering taking the asset to market via Real Capital Markets or a similar service. • The bidders are all pre-qualified and this will provide exposure to buyers across the globe. • Although it is likely the buyer will be regional for this asset, it is prudent to expose the asset to the widest market possible.

TOURING GUIDELINES & CONDUCTING TOURS
• A member of our team will be present for every property tour. • We want to ensure the asset is being presented in the best light possible to each potential buyer.

CALL FOR OFFERS
• After creating a competitive bidding environment for the asset, TCRE will actively pursue all interested parties to ensure they tender their offers prior to the “call for offers” date.
• We make recommendations on existing due diligence and what remains to be performed prior to taking the asset to market. • We store all available due diligence in a secured cloud vault for access by buyers. • In the event the City of West Sacramento would like to use a “Call for Offers’’ process (popular with other public entities) we would recommend a boilerplate Purchase and Sale Agreement from the City of West Sacramento be provided to all Buyers to minimize delays and extensive negotiation of same after the Buyer has been selected.

Turton Commercial Real Estate - Response to RFP - City of West Sacramento 33 Step 2: Going to Market
303

MARKETING MATERIALS / OFFERING MEMORANDUM/LEASING BROCHURE • Our team will develop a comprehensive offering memorandum for the property, including a property overview, market overview, investment underwriting, pricing, and timeline guidelines for interested buyers. • The offering memorandum will be creative, thorough, and high quality, and contain all available and necessary information for local, regional, and national buyers.
• In addition, we will develop and finalize the website for the asset, a promotional video (if available), the design of the HTML broadcasts, our marketing letters, and short-form brochures.

THE BUYER DATABASE
• We have an extensive (40,000+) database of value-add, investment, and development buyers in the regional, and national markets that have a particular interest in properties located in the area. • As a result of our reputation, we receive over 20,000 website visits per month for our property database. We have great credibility and regular communication with many of the local and regional buyers.

THE BROKER DATABASE
• We want to market the asset to the widest pool of buyers possible. In addition to our internal database of buyers, and those contained on Real Capital Markets, we plan to market the asset to thousands of brokers nationwide. This ensures the most exposure for the City of West Sacramento to drive pricing.

ACTIVATE, UPDATE AND MONITOR COSTAR/LOOPNET
• TCRE will ensure CoStar, LoopNet, and Trainor Fairbrook (the three best databases of commercial property listings) property information is accurate and up to date. • We will supply all property brochures in an electronic format.

Turton Commercial Real Estate - Response to RFP - City of West Sacramento 304 34

QUALIFY INTERESTED BUYERS
• Our team will request financial information from each offeror about their debt and equity sources so that we can avoid pursuing offerors that may not be financially capable of closing on the property. • This ensures we are negotiating and pursuing buyers that have the capability to close - mitigating risk and maximizing price for the City of West Sacramento.

BEST AND FINAL OFFERS
• After qualifying the offerors, we will drive pricing by creating a competitive bidding process for the asset and having a final offering round to push pricing up for each asset.

FINAL OFFER NEGOTIATION AND WRAP-UP
• Once a buyer has been selected, we will fine tune the offer to purchase if required, which will make transition to a purchase and sale agreement much easier.

PURCHASE AND SALE AGREEMENT DRAFT AND EXECUTION
• We will work with the City of West Sacramento’s desired legal counsel (in house and/or third party) to draft a purchase and sale agreement, as it is always better to have the seller drive this process.

OPEN ESCROW
• We will coordinate the opening of escrow with title/escrow and deliver all necessary documentation to all parties involved with the sale transaction.

Turton Commercial Real Estate - Response to RFP - City of West Sacramento 35 Step 3: Sale of the Asset(s)
305
Communication with City
Formal activity reports shall be provided, once the project is listed, every two (2) weeks. Turton Commercial Real Estate shall meet at least once every two (2) weeks with the City of West Sacramento team regarding the activity, and the assignment to discuss progress and next steps. Updates will also be communicated as needed via email, phone call and Zoom/video conference.

Advancing project objectives
Advancing a project’s objectives for the City of West Sacramento involves a comprehensive approach that focuses on aligning actions and strategies to achieve the desired outcome. First and foremost, it requires a thorough understanding of the City’s goals and objectives, as well as the political, economic, and cultural context related to the project. This understanding forms the foundation for developing a strategic plan that outlines the necessary steps and milestones to be achieved. By carefully analyzing the City’s objectives, the Turton team can identify key performance indicators (KPIs) and establish measurable targets that will guide the progress.

To advance a project’s objectives effectively, it is crucial to focus on collaboration and communication among all team members. This includes regular engagement with City staff, policymakers, and community representatives to ensure transparency and gain valuable insights. Additionally, leveraging data and employing evidence-based decision-making processes can significantly contribute to the project’s success. By actively pursuing these strategies, the City of West Sacramento can enhance the likelihood of advancing the project’s objectives and ultimately achieve meaningful and sustainable outcomes for the community they serve.

Provide continuity on work efforts
Providing continuity on work efforts for the City of West Sacramento is essential for maintaining efficiency, productivity, and achieving the long-term goal with Club Pheasant. This requires a strategic approach that ensures seamless transitions between different phases of projects and the consistent flow of work. One key aspect is establishing effective project management guidelines that include clear communication channels, well-defined roles and responsibilities, and standardized processes. By implementing project management frameworks, the City of West Sacramento can ensure that work efforts remain on track and progress smoothly.

Another critical element in providing continuity is information/due diligence management and documentation. The City of West Sacramento and Turton Commercial will establish systems for capturing and organizing project-related information, including project plans, reports, and all other relevant due diligence materials. This allows for the retention and transfer of all direct knowledge, even when personnel change or transition occurs. Additionally, leveraging technology solutions like cloud based software and collaboration platforms can facilitate information sharing, task tracking, and facilitate seamless handoffs between team members.

4. Project Schedule
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 36 306
Listing Agreement
2 Weeks
Definition, Strategy, & Packaging
4 Weeks
Controlled Marketing
24 Weeks
Initial Proposals
2 Weeks
Qualify Interested Parties
2 Weeks
Accept Offer and Negotiate Pur- chase Agreement
4 Weeks
Escrow
16 - 36 Weeks
• Ownership and TCRE to finalize listing agreement and fee structure • Finalize marketing strategy, pricing, and structure
• Recommend specific solutions to property issues, if any • Provide clear financial underwriting and analysis to support established pricing • Photograph the building and surrounding amenities
• Create high-quality offering materials
• Conduct proactive marketing effort to developers
• Create a sense of urgency to build momentum and perceived leverage • List the property for sale on all available online platforms • Market the property to our targeted database and buyer list • Create a competitive bidding environment
• Actively pursue interested parties
• Active participation in offeror’s underwriting process • Interview top candidates
• Procure buyer and lending references from offeror
• Negotiate and accept an offer from the buyer with the highest likelihood of closing • Qualify due diligence preformed and outstanding issues • Prepare draft purchase and sale agreement for the selected offeror • Assist seller and seller’s counsel to negotiate and finalize the purchase and sale agreement
• Proactively manage the entire escrow process for both parties • Collect and organize seller’s due diligence information and disclosures • Quantify potential re-trade issues that may arise
• Team presence at all tours and site inspections. Coordinate all parties for successful transfer of Property • Coordinate all parties for successful transfer of sites Total Time:
54 - 74 Weeks (Approx. 12 - 16 months)
Turton Commercial Real Estate - Response to RFP - City of West Sacramento 37 Transaction Timeline
307

COST PROPOSAL
Section 5:

While the vast majority of TCRE’s representation work is commission based, TCRE also works for public agencies on a fee-for-services basis.

Our fee for services is typically predicated on what the estimated commission of a transaction would be under current market conditions and likelihood of a successful close of escrow.

Under normal market conditions, the Subject Property would sell for approximately $3,000,000 and it still might. But with construction loan rates at 8%+ it does create a challenging environment that limits demand.

While visually simplistic to the inexperienced bystander, this transaction could very well be quite complex depending on a variety of factors and potential uses. That said, there is likely no potential development concept for this property that TCRE is not experienced with and therefore the depth and breadth of services necessary to facilitate a successful transaction, and ultimately development, could be quite extensive.

If the property sold for $3,000,000 the commission would be 5% or $150,000. Of course, it is also possible the ideal developer/use could mandate a price less than $3,000,000 which the City of West Sacramento may be willing to accept in consideration for the attractive concept. In that case, the fee would be 5% of whatever price was ultimately agreed upon, but less than $150,000.

We do not see a scenario in which the property trades for less than $2,000,000 therefore the minimum fee would likely be $100,000.

As such, and to demonstrate our desire and willingness to become a partner with the City of West Sacramento to assist in reaching their economic and community goals, TCRE will accept a fee for services of $100,000.

We would respectfully request this amount be paid in five separate increments as follows:

The City of West Sacramento and Turton Commercial Real Estate will agree on 5 distinct transactional benchmarks. Turton Commercial Real Estate shall be paid 20% after each benchmark is successfully attained.

Turton Commercial Real Estate - Response to RFP - City of West Sacramento 38 308
309

CITY COUNCIL AGENDA REPORT
MEETING DATE: September 27, 2023 ITEM # 13
SUBJECT:

CONSIDERATION OF THE TREASURER’S QUARTERLY FINANCIAL REPORT ON THE CITY’S INVESTMENT PORTFOLIO FOR THE PERIOD ENDING JUNE 30, 2023 INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Marc Rotteveel, Finance Analyst
Finance Department
ATTACHMENT [X] Yes [ ] No [X] Information [ ] Direction [ ] Action

OBJECTIVE
The purpose of this report is to provide the City Council with the Treasurer’s quarterly report on the City’s investment portfolio for the quarter ending June 30, 2023 as outlined by the Government Code 53646(b)(1).

RECOMMENDED ACTION
Staff respectfully recommends that the City Council receive and file the Treasurer’s Quarterly Financial Report on the City’s investment portfolio for the period ending June 30, 2023.

BACKGROUND
All local agencies are required to file regular financial reports with their legislative body on the status of their investment portfolio. One of the roles of the City’s Finance Department is to manage investments of the City to ensure that cash flow needs are met while maximizing the potential of the investment portfolio.

The funds invested in the City’s treasury are made up of pooled cash from all Funds in the City’s General Ledger, including funds held in Trust for other agencies (i.e., the Yolo-Sacramento Port District and West Sacramento Flood Control Agency (WSAFCA) JPA). City staff structure investment maturities in such a way to optimize return while ensuring enough liquid funds are available to meet the operating and capital needs of the City and agencies for which the City acts as Treasurer. The pooled cash also includes impact fee revenues collected from developers and set aside until sufficient funds are available to implement the capital projects for which they were collected, and reserve funds for budget stabilization to ensure fiscal stability of the City and its various services to the community.

It should be noted that the majority of the funds held in the City’s treasury are legally restricted and may only be used for the purposes for which they are collected. Moreover, the funds may only be invested in investments permitted by California Government Code 53600 (Code) et. al, and the City’s investment policy.

Under section 53646(b)(1) of the Government Code, the City Treasurer may prepare and transmit a quarterly financial report to the City Council on the City’s investment portfolio. This report includes:

1. The type of investment, issuer, date of maturity, and par and dollar amount invested on all securities, investments and funds held by the City;

2. A current market value as of the date of the report;

3. A stated compliance of the portfolio to the City’s adopted investment policy, or manner in which the portfolio is not in compliance; and

4. A statement denoting the ability of the local agency to meet its pool’s expenditure requirements for the next six months, or provide an explanation as to why sufficient money shall or may not be available. Once a year, the statement of investment policy is included in the report.

This quarterly report is produced in a format designed to provide stakeholders a broad profile of the City’s Investment Portfolio. While staff is only transmitting portions of the report with key investment results, a full report with additional detail is available upon request.
310
Treasurer’s Quarterly Financial Report Ending June 30, 2023 September 27, 2023

Page 2 ends

ANALYSIS
This quarterly financial report summarizes the status of pooled treasury investments as of June 30, 2023. For the quarter-end, the City’s treasury investments comprised investments with a book value of $327,782,708, and a market value of $322,018,227. These figures do not include accrued interest of $1,337,490, which represents interest income the City has earned but not yet received. The Book Value represents the carrying value of the securities and is based on what the City paid for the security, net of amortization of premiums or accretion of discounts to date, whereas Market Value is a constantly changing amount based on how the securities markets value our portfolio. Market values fluctuate with changes in interest rates, and price has an inverse relationship to interest rates.

The City continues to maintain sufficient liquidity to meet its expenditure requirements for the next six months.

Local Agency Investment Fund (LAIF), which is the California State Treasurer’s investment pool, and California Asset Management Program (CAMP), a local government investment pool, comprised the City’s most liquid funds, and totaled 33.5% of the investment portfolio. These funds are available to the City within one day.

Additionally, the City held $92.3 million in its operating bank account, which fluctuates depending on cash needs to meet City obligations. Those funds not held in the short-duration investment pools or cash are invested in a diversified portfolio of securities as allowed by Code and the City’s investment policy. The portfolio’s duration, sector allocation, and maturity structure are actively managed throughout the quarter. In total, the City’s consolidated investments maintain an average maturity of 293 days.

The City’s portfolio is designed to provide safety and liquidity and continues to meet its goals. City staff and the City’s investment adviser continue to focus on any market dynamics that pose risks to the portfolio.

City of West Sacramento Consolidated Sector Allocation
June 30, 2023 March 31, 2023

62.3%

0.0% 0.3%

12.7%

9.2% 5.9%

9.6%

55.0%

0.1% 1.7%

13.2% 12.3%

8.5% 9.3%
0%
10%
20%
30%
40%
50%
60%
70%
0-0.25 0.25-0.50 0.50-1 1-2 2-3 3-4 4-5
6/30/2023 3/31/2023
City of West Sacramento Consolidated Maturity Distribution ABS

3.6% Agency

7.0%
Cash

28.7%
CMO

3.1%
Corporate

10.1%
LAIF

31.8%
Local Gov
Investment
Pool

1.7%
Municipal
Bonds

0.2%
Negotiable CD

0.1%
US Treasury

12.4%
Supranational

1.2%
Money Market
Fund

0.1% ABS

3.6% Agency

7.0%
Cash

28.7%
CMO

3.1%
Corporate

10.1%
LAIF

31.8%
Local Gov
Investment
Pool

1.7%
Municipal
Bonds

0.2%
Negotiable CD

0.1%
US Treasury

12.4%
Supranational

1.2%
Money Market
Fund

0.1% ABS

4.8%
Agency

8.4%
Cash

15.6%
CMO

3.6%
Corporate

11.8%
LAIF

37.3%
Local Gov
Investment
Pool

1.9%
Municipal
Bonds

0.3%
Negotiable CD

0.1%
US Treasury

14.6%
Supranational

1.5%
Money Market
Fund

0.2%
311
Treasurer’s Quarterly Financial Report Ending June 30, 2023 September 27, 2023

Page 3 ends

The City’s portfolio of securities (excluding cash, LAIF, and CAMP) maintains its duration in line with its performance-measuring benchmark. Duration is a risk measure indicating the portfolio’s fair value sensitivity to changes in interest rates. As of June 30, 2023, portfolio duration was 2.4 years, which is 95.8% of its duration target, as measured by the portfolio’s risk and performance-measuring benchmark (which had a duration of 2.5 years). The portfolio continues to maintain strong diversification in sectors, issuers, and maturities.

Economic Outlook
Recent economic data continues to suggest positive but below trend growth this year. Although the pace of job growth is moderating, labor markets remain solid, and the U.S. consumer has demonstrated resiliency.

Inflationary trends are subsiding, but core levels remain well above the Fed’s target. Given the cumulative effects of restrictive monetary policy and tighter financial conditions, we believe the economy will gradually soften and the Fed will remain data dependent as they tread cautiously going forward.

At the June meeting, the Federal Open Market Committee paused in their rate hiking campaign after ten straight rate increases and left the target Federal Funds rate in the current range of 5.00 - 5.25%. Market participants viewed the FOMC’s decision as a ‘hawkish’ pause, expecting further tightening in the future, primarily based on the updated release of the FOMC’s Summary of Economic Projections (SEP) forecast which reflected a stronger economic outlook and higher rates compared to the March forecast. We believe the resiliency of future economic data will determine if the Federal Reserve can stay on hold for a period of time or will be forced to tighten policy further to bring inflation back down towards their 2% policy objective.

The yield curve remained inverted in June. The 2-year Treasury yield surged 50 basis points to 4.9%, the 5-year Treasury yield rose 40 basis points to 4.2%, and the 10-year Treasury yield increased 19 basis points to 3.8%.

The inversion between the 2-year Treasury yield and 10-year Treasury yield widened to -106 basis points at June month-end versus -76 basis points at May month-end. The spread between the 2-year Treasury and 10- year Treasury yield one year ago was +6 basis points. The inversion between 3-month and 10-year Treasuries narrowed to -146 basis points in June from -176 basis points in May. The shape of the yield curve indicates that the probability of recession is increasing.

The yield curve’s inversion is a result of Fed tightening (increase in the target rate for the Federal Funds Rate) which causes short-term rates to rise, and investor expectations about a possible economic slowdown, which causes long-term rates to fall. There is a strong historical correlation between an inverted yield curve and recession. This is attributable to investors that believe an economic contraction is possible in the near future and anticipate that lower interest rates will be necessary in the future in order to stimulate the economy. To protect their income streams as rates fall, investors rush to purchase longer-dated obligations. This increased demand for longer maturity bonds drives prices for these bonds higher, which in turn drives their yields lower, thus creating an inversion of the curve (prices and yields move inverse to one another).

Discussion of Performance

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

4.50%

5.00%

5.50%
Effective Federal Funds Rate
Yield (%)

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%
US Treasury Yield Curve
Jun-23
Mar-23
Jun-22
Yield (%)
312
Treasurer’s Quarterly Financial Report Ending June 30, 2023 September 27, 2023

Page 4 ends

The following is a summary of the City’s holdings by investment type, including each sector’s yield to maturity.

Yield to maturity measures the interest income the City is expected to earn for the coming 12 months, assuming nothing in the portfolio changes. As of June 30, 2023, the weighted average yield to maturity of the City’s consolidated investments was 2.1%:

Investment Type Par Value Market Value Book Value % of
Portfolio
Days to
Maturity
Yield to
Maturity
ABS $11,986,218 $11,660,478 $11,946,103 3.6% 1,007 2.3% Agency 24,090,000 22,623,061 24,106,625 7.0% 803 1.4%
Cash 92,351,079 92,351,079 92,351,079 28.7% 1 0.3%
CMO 10,355,000 9,852,677 10,119,110 3.1% 1,212 3.9%
Corporate 34,615,000 32,494,050 34,286,382 10.1% 1,000 2.7% LAIF 102,489,767 102,489,767 102,489,767 31.8% 1 3.3%
Local Gov Investment Pool 5,337,269 5,337,269 5,337,269 1.7% 1 5.2% Municipal Bonds 730,000 702,077 734,257 0.2% 460 1.9%
Negotiable CD 248,000 247,405 248,000 0.1% 47 3.4%
US Treasury 41,905,000 40,054,916 41,557,506 12.4% 383 2.8% Supranational 4,325,000 3,913,517 4,314,679 1.2% 1,029 0.8% Money Market Fund 291,931 291,931 291,931 0.1% 1 5.0%
Grand Total $328,724,264 $322,018,227 $327,782,708 100% 293 2.1% The portfolio’s return comprises interest income as well as fair value appreciation, both of which are a function of movements in interest rates available in the capital markets. Interest income continues to be robust (the investment portfolio of securities is expected to earn 2.5% for the next year (up from 2.2% last quarter; when LAIF, CAMP and cash are included the expected earnings are 2.1%). Staff continues to work closely with the City’s investment adviser to diversify the portfolio in order to improve safety, liquidity, and return. In the current quarter, staff will continue to evaluate liquidity needs and, where possible, continue the investment in longerduration securities.

Environmental Considerations
Not Applicable
Commission Recommendation
Not applicable
Strategic Plan Integration
The City’s mission includes a City Government that is Financially Sound, and the Council’s goal for achieving a Financially Sound City Government is furthered by investing the City treasury in a manner that ensures safety and liquidity first, and where possible a yield on “excess cash”. The preparation of regular quarterly reports on the City’s investments supports the mission and this goal.

Alternatives
Since this agenda report transmits a quarterly financial report pursuant to Government Code section 53646(b) (1), alternatives have not been presented.

Coordination and Review
Not applicable
Budget/Cost Impact
The investment portfolio, as a whole, earned returns at least consistent with the revenue estimates contained in the budget.

ATTACHMENTS

1. Excerpts from Chandler Asset Management Investment Report (June 30, 2023) 313
Compliance As of June 30, 2023
Category Standard Comment
Treasury Issues No limitations; Full faith and credit of the U.S. are pledged for payment of principal and interest. Complies U.S. Agencies
25% max per single Agency/GSE issuer; 20% max agency callable securities; Federal Agencies or U.S. Government Sponsored Enterprises (GSE), participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or U.S. GSEs.

Complies
Supranational Obligations
"AA" rating category or better by a Nationally Recognized Statistical Rating Organization ("NRSRO"); 30% maximum; 10% max per issuer; U.S. dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development ("IBRD"), the International Finance Corporation ("IFC") or the Inter-American Development Bank ("IADB") Complies
Municipal Securities
"A" rating category or better by a NRSRO; 30% maximum; 5% max per issuer; Obligations of the City, State of California and any local agency within the State of California; Registered Treasury Notes or Bonds of any of the other 49 states in addition to California, including bonds payable solely out of the revenues from a revenue-producing property-owned, controlled, or operated by a state, or by a department, board, agency, or authority of any of the other 49 states, in addition to California.

Complies
Corporate Medium Term Notes
"A" rating category or better by a NRSRO; 30% maximum; 5% max per issuer; Issued by corporations organized and operating within the U.S. or by depository institutions licensed by the U.S. or any state and operating within the U.S. Complies Asset Backed/ Mortgage Backed/
Mortgage Passthrough/Collateralized
Mortgage Obligation
"AA" rating category or better by a NRSRO; 20% maximum (combined); 5% max per issuer on Asset-Backed or Commercial Mortgage security issuer; From Issuer not defined in sections 3 and 4 of the Authorized investment section of the policy
Complies
Negotiable Certificates of Deposit
(NCD)
No rating required if amount of the NCD is covered by FDIC insured limit; If above FDIC insured limit, requires "A-1" short-term rated or "A" long-term issuer rating category or better by a NRSRO; 30% maximum (combined with CDARS); 5% max per issuer; Issued by a nationally or state-chartered bank, a savings association or a federal association, a state or federal credit union, or by a federally-licensed or state-licensed branch of a foreign bank.

Complies
Non-negotiable Certificates of Deposit 20% maximum (combined FDIC and collateralized); If issued in excess of the FDIC insurance limit, must be fully collateralized with securities in accordance with California law.

Complies
Banker’s Acceptances "A-1" or higher short-term rating by a NRSRO or "A" category or higher long-term rating by a NRSRO; 40% maximum; 5% max per issuer; 180 days max maturity
Complies
Commercial Paper
"A-1" rated or better by a NRSRO; and "A" long-term rating category or better by a NRSRO; 25% maximum; 5% max per issuer; 270 days max maturity; Issuer is a corporation organized and operating in the U.S. with assets > $500 million; 10% max of the outstanding commercial paper of any single issuer.

Complies
City of West Sacramento Consolidated Portfolio
This portfolio is a consolidation of assets managed by Chandler Asset Management and assets managed internally by City of West Sacramento. Chandler relies on City of West Sacramento to provide accurate information for reporting assets and producing this compliance statement. 16 ATTACHMENT 1
314
Compliance As of June 30, 2023
Category Standard Comment
Money Market Mutual Funds
Highest rating or "AAA" rated by two NRSROs; SEC registered adviser with AUM >$500 million and experience > 5 years; 20% maximum in Mutual Funds and Money Market Mutual Funds; 20% per one Money Market Mutual Fund; 10% max per one Mutual Fund
Complies
Local Agency Investment Fund (LAIF) Maximum amount permitted by LAIF; Not used by investment adviser Complies Local Government Investment Pools No issuer limitation Complies Repurchase Agreements 102% collateralized; 1 year max maturity; Not used by investment adviser Complies Prohibited Securities
Inverse floaters; Ranges notes, Mortgage-derived, Interest-only strips; Zero interest accrual securities; Futures and Options; Purchasing/ Selling securities on margin; Reverse repurchase agreements; Foreign currency denominated securities
Complies
Minimum Budgeted Operating
Expenditures in Short Term Investments
Minimum 6 months of budgeted operating expenditures in short term investments to provide sufficient liquidity for expected disbursements Complies
Max Per Issuer 5% max per single issuer, unless otherwise specified in the policy Complies Maximum Maturity 5 years maximum maturity Complies
City of West Sacramento Consolidated Portfolio
This portfolio is a consolidation of assets managed by Chandler Asset Management and assets managed internally by City of West Sacramento. Chandler relies on City of West Sacramento to provide accurate information for reporting assets and producing this compliance statement. 17 ATTACHMENT 1
315

ACCOUNT SUMMARY
Beg. Values
as of 5/31/23
End Values
as of 6/30/23
Market Value 282,842,932 322,018,227
Accrued Interest 1,023,130 1,337,489
Total Market Value 283,866,062 323,355,716
Income Earned 505,323 495,898
Cont/WD
Par 288,801,307 328,724,264
Book Value 287,880,825 327,782,708
Cost Value 287,982,319 327,864,448

TOP ISSUERS
Local Agency Investment Fund 31.9%
Bank Cash Account 28.2%
Government of United States 12.5%
Federal Home Loan Mortgage Corp 4.6%
Federal National Mortgage Assoc 3.7%
CAMP 1.7%
Federal Home Loan Bank 0.8%
Federal Farm Credit Bank 0.6%
Total 84.0%

PORTFOLIO CHARACTERISTICS
Average Modified Duration 0.90
Average Coupon 1.98%
Average Purchase YTM 2.14%
Average Market YTM 3.10%
Average S&P/Moody Rating AA/Aa1
Average Final Maturity 1.05 yrs
Average Life 0.97 yrs

SECTOR ALLOCATION MATURITY DISTRIBUTION CREDIT QUALITY (S&P) Portfolio Summary
As of June 30, 2023
City of West Sacramento Consolidated Portfolio
Account #10677

PERFORMANCE REVIEW
Annualized
TOTAL RATE OF RETURN 1M 3M YTD 1YR 2YRS 3YRS 5YRS 10YRS Chandler Asset Management - CONFIDENTIAL Pricing: IDC, Summary credit ratings provided by S&P Execution Time: 9/7/2023 8:08:47 AM 316
Portfolio Characteristics
City of West Sacramento Operating Portfolio
06/30/23 03/31/23
Benchmark* Portfolio Portfolio
Average Maturity (yrs) 2.64 2.77 2.72
Average Modified Duration 2.49 2.39 2.34
Average Purchase Yield n/a 2.48% 2.23%
Average Market Yield 4.74% 5.03% 4.42%
Average Quality** AAA AA/Aa1 AA/Aa1
Total Market Value 122,416,663 122,930,586
*ICE BofA 1-5 Yr US Treasury & Agency Index
**Benchmark is a blended rating of S&P, Moody’s, and Fitch. Portfolio is S&P and Moody’s respectively.

As of June 30, 2023
18 ATTACHMENT 1
317

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%
0 - 0.25 0.25 - 0.50 0.50 - 1 1 - 2 2 - 3 3 - 4 4 - 5 5+ City of West Sacramento Operating Portfolio ICE BofA 1-5 Yr US Treasury & Agency Index Portfolio Compared to the Benchmark
0 - 0.25 0.25 - 0.50 0.50 - 1 1 - 2 2 - 3 3 - 4 4 - 5 5+ Portfolio 1.0% 2.4% 5.9% 34.8% 22.9% 20.9% 12.2% 0.0%
Benchmark* 0.0% 0.0% 1.7% 36.4% 26.5% 21.3% 14.1% 0.0%
*ICE BofA 1-5 Yr US Treasury & Agency Index
Duration Distribution
City of West Sacramento Operating Portfolio
As of June 30, 2023
25 ATTACHMENT 1
318
Portfolio Characteristics
City of West Sacramento Reporting Portfolio
06/30/23
Portfolio
03/31/23
Portfolio
Average Maturity (yrs) 0.00 0.00
Modified Duration 0.00 0.00
Average Purchase Yield 1.93% 2.21%
Average Market Yield 1.93% 2.22%
Average Quality* AAA/NR AAA/NR
Total Market Value 200,939,053 149,051,043
*Portfolio is S&P and Moody’s, respectively.

As of June 30, 2023
29 ATTACHMENT 1
319
Holdings Report
City of West Sacramento Operating Portfolio - Account #10675 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
ABS
44891VAC5 Hyundai Auto Lease Trust 2021-B A3

0.330% Due 06/17/2024
195,607.79 06/08/2021

0.34%
195,578.45
195,605.07

99.45 6.07%
194,528.23

28.69 0.16%
(1,076.84)
Aaa / AAA
NR

0.97 0.10
43813DAC2 Honda Auto Receivables 2020-2 A3

0.820% Due 07/15/2024
14,673.75 05/18/2020

0.83%
14,672.59
14,673.46

99.49 5.66%
14,599.61

5.35 0.01%
(73.85)
Aaa / AAA
NR

1.04 0.10
47789KAC7 John Deere Owner Trust 2020-A A3

1.100% Due 08/15/2024
1,929.69 03/04/2020

1.11%
1,929.57
1,929.66

99.83 7.52%
1,926.33

0.94 0.00%
(3.33)
Aaa / NR
AAA

1.13 0.03
43813KAC6 Honda Auto Receivables Trust 2020-3 A3

0.370% Due 10/18/2024
127,126.66 09/22/2020

0.38%
127,107.99
127,124.38

98.61 5.95%
125,365.32

16.99 0.10%
(1,759.06)

NR / AAA
AAA

1.30 0.25
36262XAC8 GM Financial Auto Lease Trust 2021-3 A2

0.390% Due 10/21/2024
458,229.42 08/10/2021

0.39%
458,223.19
458,227.99

98.59 5.86%
451,783.96

54.61 0.37%
(6,444.03)

NR / AAA
AAA

1.31 0.25
47787NAC3 John Deere Owner Trust 2020-B A3

0.510% Due 11/15/2024
23,089.28 07/14/2020

0.52%
23,085.76
23,088.73

99.28 5.17%
22,923.39

5.23 0.02%
(165.34)
Aaa / NR
AAA

1.38 0.15
09690AAC7 BMW Vehicle Lease Trust 2021-2 A3

0.330% Due 12/26/2024
145,876.41 09/08/2021

0.34%
145,861.36
145,873.20

98.70 6.39%
143,987.02

8.02 0.12%
(1,886.18)
Aaa / NR
AAA

1.49 0.21
89236XAC0 Toyota Auto Receivables 2020-D A3

0.350% Due 01/15/2025
88,062.18 10/06/2020

0.36%
88,045.77
88,056.23

98.94 6.01%
87,127.13

13.70 0.07%
(929.10)

NR / AAA
AAA

1.55 0.19
44891WAC3 Hyundai Auto Lease Trust 2022-A A3

1.160% Due 01/15/2025
410,000.00 01/11/2022

1.16%
409,990.94
409,996.80

98.22 5.87%
402,707.74
211.38

0.33%
(7,289.06)
Aaa / AAA
NR

1.55 0.38
92290BAA9 Verizon Owner Trust 2020-B A

0.470% Due 02/20/2025
106,080.89 08/04/2020

0.48%
106,058.61
106,072.80

99.30 5.63%
105,340.87

15.23 0.09%
(731.93)
Aaa / NR
AAA

1.65 0.13
89238LAC4 Toyota Lease Owner Trust 2022-A A3

1.960% Due 02/20/2025
875,000.00 02/23/2022

1.98%
874,862.28
874,942.00

97.81 5.92%
855,799.00
524.03

0.70%
(19,143.00)

NR / AAA
AAA

1.65 0.56
36265MAC9 GM Financial Auto Lease Trust 2022-1 A3

1.900% Due 03/20/2025
715,000.00 02/15/2022

1.91%
714,993.85
714,997.70

98.05 5.87%
701,081.10
415.10

0.57%
(13,916.60)
Aaa / NR
AAA

1.72 0.49
05601XAC3 BMW Vehicle Lease Trust 2022-1 A3

1.100% Due 03/25/2025
768,063.40 Various

2.26%
755,095.27
763,100.38

98.29 5.84%
754,929.52
140.81

0.62%
(8,170.86)

NR / AAA
AAA

1.74 0.36
89240BAC2 Toyota Auto Receivables Owners 2021-A A3

0.260% Due 05/15/2025
387,402.04 02/02/2021

0.27%
387,330.13
387,385.64

97.82 5.87%
378,946.60

44.77 0.31%
(8,439.04)
Aaa / NR
AAA

1.88 0.39
44933LAC7 Hyundai Auto Receivables Trust 2021-A A3

0.380% Due 09/15/2025
269,310.41 04/20/2021

0.38%
269,282.07
269,302.29

97.38 6.00%
262,248.01

45.48 0.21%
(7,054.28)

NR / AAA
AAA

2.21 0.46
43815GAC3 Honda Auto Receivables Trust 2021-4 A3

0.880% Due 01/21/2026
350,000.00 11/16/2021

0.89%
349,926.22
349,962.58

95.98 5.92%
335,923.35

85.56 0.27%
(14,039.23)
Aaa / NR
AAA

2.56 0.80
47789QAC4 John Deere Owner Trust 2021-B A3

0.520% Due 03/16/2026
380,766.20 07/13/2021

0.52%
380,732.23
380,750.32

95.80 6.12%
364,769.07

88.00 0.30%
(15,981.25)
Aaa / NR
AAA

2.71 0.75
As of June 30, 2023
36 ATTACHMENT 1
320
Holdings Report
City of West Sacramento Operating Portfolio - Account #10675 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
89238JAC9 Toyota Auto Receivables Trust 2021-D A3

0.710% Due 04/15/2026
325,000.00 11/09/2021

0.71%
324,993.08
324,996.53

95.77 6.14%
311,240.48
102.56

0.25%
(13,756.05)

NR / AAA
AAA

2.79 0.78
44935FAD6 Hyundai Auto Receivables Trust 2021-C A3

0.740% Due 05/15/2026
250,000.00 11/09/2021

0.75%
249,944.20
249,972.75

96.07 5.87%
240,168.75

82.22 0.20%
(9,804.00)

NR / AAA
AAA

2.88 0.77
43815BAC4 Honda Auto Receivables Trust 2022-1 A3

1.880% Due 05/15/2026
560,000.00 02/15/2022

1.89%
559,915.78
559,951.06

95.55 5.87%
535,083.36
467.91

0.44%
(24,867.70)
Aaa / AAA
NR

2.88 1.13
05602RAD3 BMW Vehicle Owner Trust 2022-A A3

3.210% Due 08/25/2026
360,000.00 05/10/2022

3.23%
359,981.28
359,988.03

97.22 5.76%
349,997.40
192.60

0.29%
(9,990.63)
Aaa / AAA
NR

3.16 1.10
362554AC1 GM Financial Securitized Term 2021-4 A3

0.680% Due 09/16/2026
265,000.00 10/13/2021

0.68%
264,993.24
264,996.60

95.50 6.14%
253,087.99

75.08 0.21%
(11,908.61)
Aaa / AAA
NR

3.22 0.82
47787JAC2 John Deere Owner Trust 2022-A A3

2.320% Due 09/16/2026
430,000.00 03/10/2022

2.34%
429,904.88
429,939.98

96.32 5.88%
414,190.19
443.38

0.34%
(15,749.79)
Aaa / NR
AAA

3.22 1.04
448977AD0 Hyundai Auto Receivables Trust 2022-A A3

2.220% Due 10/15/2026
765,000.00 03/09/2022

2.23%
764,970.55
764,982.26

95.98 5.78%
734,227.11
754.80

0.60%
(30,755.15)

NR / AAA
AAA

3.30 1.14
380146AC4 GM Financial Auto Receivables 2022-1 A3

1.260% Due 11/16/2026
225,000.00 01/11/2022

1.27%
224,980.45
224,988.96

95.52 5.90%
214,922.03
118.13

0.18%
(10,066.93)

NR / AAA
AAA

3.38 0.97
47800AAC4 John Deere Owner Trust 2022-B A3

3.740% Due 02/16/2027
445,000.00 07/12/2022

3.77%
444,957.50
444,968.76

97.15 5.73%
432,337.08
739.69

0.35%
(12,631.68)
Aaa / NR
AAA

3.64 1.46
02582JJT8 American Express Credit Trust 2022-2 A

3.390% Due 05/17/2027
940,000.00 05/17/2022

3.42%
939,792.07
939,869.16

96.51 5.43%
907,155.46
1,416.27

0.74%
(32,713.70)

NR / AAA
AAA

3.88 1.75
47800BAC2 John Deere Owner Trust 2022-C A3

5.090% Due 06/15/2027
715,000.00 10/12/2022

5.15%
714,944.52
714,955.12

99.21 5.61%
709,330.05
1,617.49

0.58%
(5,625.07)
Aaa / NR
AAA

3.96 1.69
92348KAV5 Verizon Master Trust 2022-5 A1A

3.720% Due 07/20/2027
390,000.00 08/02/2022

3.75%
389,982.84
389,988.33

98.78 5.25%
385,247.46
443.30

0.32%
(4,740.87)

NR / AAA
AAA

4.06 1.09
02582JJV3 American Express Credit Trust 2022-3 A

3.750% Due 08/16/2027
1,000,000.00 11/03/2022

5.58%
960,000.00
965,415.95

96.95 5.34%
969,504.00
1,562.50

0.79%
4,088.05
Aaa / NR
AAA

4.13 1.97
TOTAL ABS 11,986,218.12 2.32%
11,932,136.67
11,946,102.72 5.78%
11,660,477.61
9,719.82

9.53%
(285,625.11)
Aaa / AAA
AAA

2.76 0.96
Agency
3135G0V75 FNMA Note

1.750% Due 07/02/2024
600,000.00 09/25/2019

1.64%
603,132.00
600,660.22

96.43 5.44%
578,592.00
5,220.83

0.48%
(22,068.22)
Aaa / AA+
AAA

1.01 0.97
3130A2UW4 FHLB Note

2.875% Due 09/13/2024
2,000,000.00 09/13/2019

1.79%
2,103,380.00
2,024,938.16

97.17 5.33%
1,943,320.00
17,250.00

1.60%
(81,618.16)
Aaa / AA+
AAA

1.21 1.15
3135G0W66 FNMA Note

1.625% Due 10/15/2024
1,945,000.00 Various

1.73%
1,935,854.05
1,942,568.77

95.41 5.35%
1,855,751.73
6,672.43

1.52%
(86,817.04)
Aaa / AA+
AAA

1.30 1.25
As of June 30, 2023
37 ATTACHMENT 1
321
Holdings Report
City of West Sacramento Operating Portfolio - Account #10675 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
3130AQF40 FHLB Note

1.000% Due 12/20/2024
650,000.00 12/21/2021

1.02%
649,577.50
649,792.23

94.00 5.29%
611,021.45
198.61

0.50%
(38,770.78)
Aaa / AA+
AAA

1.48 1.43
3135G0X24 FNMA Note

1.625% Due 01/07/2025
2,170,000.00 Various

1.17%
2,216,515.70
2,184,651.96

94.82 5.22%
2,057,518.05
17,043.54

1.69%
(127,133.91)
Aaa / AA+
AAA

1.53 1.46
3137EAEP0 FHLMC Note

1.500% Due 02/12/2025
2,280,000.00 02/13/2020

1.52%
2,278,244.40
2,279,430.51

94.40 5.16%
2,152,260.72
13,205.00

1.77%
(127,169.79)
Aaa / AA+
AAA

1.62 1.55
3135G03U5 FNMA Note

0.625% Due 04/22/2025
1,795,000.00 04/22/2020

0.67%
1,791,302.30
1,793,659.99

92.48 5.02%
1,660,044.72
2,150.26

1.36%
(133,615.27)
Aaa / AA+
AAA

1.81 1.76
3135G04Z3 FNMA Note

0.500% Due 06/17/2025
2,100,000.00 Various

0.51%
2,098,880.25
2,099,620.68

91.81 4.93%
1,927,974.31
408.33

1.58%
(171,646.37)
Aaa / AA+
AAA

1.97 1.91
3137EAEU9 FHLMC Note

0.375% Due 07/21/2025
1,200,000.00 07/21/2020

0.48%
1,194,024.00
1,197,539.49

91.24 4.90%
1,094,866.80
2,000.00

0.90%
(102,672.69)
Aaa / AA+
AAA

2.06 2.00
3135G05X7 FNMA Note

0.375% Due 08/25/2025
2,150,000.00 Various

0.51%
2,136,456.52
2,143,761.95

90.99 4.83%
1,956,390.36
2,821.87

1.60%
(187,371.59)
Aaa / AA+
AAA

2.16 2.09
3137EAEX3 FHLMC Note

0.375% Due 09/23/2025
1,800,000.00 Various

0.44%
1,794,640.80
1,797,575.23

90.74 4.80%
1,633,260.60
1,837.50

1.34%
(164,314.63)
Aaa / AA+
AAA

2.24 2.17
3135G06G3 FNMA Note

0.500% Due 11/07/2025
2,200,000.00 Various

0.56%
2,193,135.20
2,196,755.78

90.63 4.76%
1,993,897.40
1,650.00

1.63%
(202,858.38)
Aaa / AA+
AAA

2.36 2.29
880591EZ1 Tennessee Valley Authority Note

3.875% Due 03/15/2028
1,200,000.00 05/01/2023

3.81%
1,203,612.00
1,203,490.18

98.39 4.26%
1,180,672.80
11,754.17

0.97%
(22,817.38)
Aaa / AA+
AAA

4.71 4.21
3133EPME2 FFCB Note

3.875% Due 06/08/2028
2,000,000.00 06/07/2023

3.96%
1,992,080.00
1,992,179.70

98.87 4.13%
1,977,490.00
4,951.39

1.62%
(14,689.70)
Aaa / AA+
NR

4.95 4.44
TOTAL Agency 24,090,000.00 1.37%
24,190,834.72
24,106,624.85 4.94%
22,623,060.94
87,163.93

18.55%
(1,483,563.91)
Aaa / AA+
AAA

2.20 2.08
CMO
3137BFE98 FHLMC K041 A2

3.171% Due 10/25/2024
1,130,000.00 12/15/2021

1.17%
1,189,501.56
1,156,743.59

97.07 5.56%
1,096,905.69
2,986.03

0.90%
(59,837.90)
Aaa / AAA
AAA

1.32 1.16
3137BN6G4 FHLMC KO53

2.995% Due 12/25/2025
2,225,000.00 11/01/2022

4.94%
2,113,228.52
2,136,518.31

95.27 5.13%
2,119,770.85
5,553.23

1.74%
(16,747.46)

NR / NR
AAA

2.49 2.18
3137BSP72 FHLMC K058 A2

2.653% Due 08/25/2026
500,000.00 11/12/2021

1.35%
528,808.59
518,898.30

93.62 4.87%
468,094.00
1,105.42

0.38%
(50,804.30)

NR / NR
AAA

3.16 2.90
3137BSRE5 FHLMC K059 A2

3.120% Due 09/25/2026
1,000,000.00 02/18/2022

1.98%
1,042,812.50
1,030,046.59

95.18 4.76%
951,818.00
2,600.00

0.78%
(78,228.59)

NR / AAA
AAA

3.24 2.91
As of June 30, 2023
38 ATTACHMENT 1
322
Holdings Report
City of West Sacramento Operating Portfolio - Account #10675 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
3137BTAC5 FHLMC K060 A2

3.300% Due 10/25/2026
1,000,000.00 10/31/2022

4.80%
946,875.00
955,803.57

95.27 4.84%
952,690.00
2,750.00

0.78%
(3,113.57)

NR / NR
AAA

3.32 3.04
3137FBBX3 FHLMC K068 A2

3.244% Due 08/25/2027
2,000,000.00 Various

4.59%
1,887,460.94
1,903,802.57

94.54 4.71%
1,890,816.00
5,406.66

1.55%
(12,986.57)
Aaa / NR
NR

4.16 3.72
3137FBU79 FHLMC K069 A2

3.187% Due 09/25/2027
1,500,000.00 04/13/2023

4.47%
1,446,093.75
1,448,554.62

94.32 4.70%
1,414,786.50
3,983.75

1.16%
(33,768.12)

NR / AAA
NR

4.24 3.75
3137F4D41 FHLMC K074 A2

3.600% Due 01/25/2028
1,000,000.00 03/14/2023

5.09%
966,757.81
968,742.98

95.78 4.63%
957,796.00
600.00

0.78%
(10,946.98)

NR / NR
AAA

4.58 4.04
TOTAL CMO 10,355,000.00 3.89%
10,121,538.67
10,119,110.53 4.91%
9,852,677.04
24,985.09

8.07%
(266,433.49)
Aaa / AAA
AAA

3.32 2.96
Corporate
89114QCA4 Toronto Dominion Bank Note

2.650% Due 06/12/2024
950,000.00 09/23/2019

2.22%
968,040.50
953,635.34

96.98 5.97%
921,289.10
1,328.68

0.75%
(32,346.24)
A1 / A
AA0.950.92
79466LAG9 Salesforce.com Inc Callable Note Cont 7/15/2022

0.625% Due 07/15/2024
1,050,000.00 Various

0.94%
1,041,590.40
1,046,650.07

95.19 5.44%
999,492.90
3,026.05

0.82%
(47,157.17)
A2 / A+
NR

1.04 1.01
78013XZU5 Royal Bank of Canada Note

2.550% Due 07/16/2024
1,250,000.00 Various

2.21%
1,268,710.00
1,254,132.49

96.92 5.62%
1,211,532.50
14,609.38

1.00%
(42,599.99)
A1 / A
AA1.051.00
69371RR40 Paccar Financial Corp Note

0.500% Due 08/09/2024
515,000.00 08/03/2021

0.52%
514,721.90
514,897.23

94.67 5.52%
487,542.78
1,015.69

0.40%
(27,354.45)
A1 / A+
NR

1.11 1.07
14913Q3B3 Caterpillar Finl Service Note

2.150% Due 11/08/2024
600,000.00 01/28/2020

1.92%
606,282.00
601,786.62

95.82 5.38%
574,942.80
1,899.17

0.47%
(26,843.82)
A2 / A
A+

1.36 1.30
74153WCQ0 Pricoa Global Funding Note

1.150% Due 12/06/2024
670,000.00 12/01/2021

1.19%
669,309.90
669,669.46

93.57 5.89%
626,940.44
535.07

0.51%
(42,729.02)
Aa3 / AAAA1.44

1.38 89236TJT3 Toyota Motor Credit Corp Note

1.450% Due 01/13/2025
920,000.00 01/10/2022

1.50%
918,767.20
919,367.85

94.32 5.35%
867,764.24
6,225.33

0.71%
(51,603.61)
A1 / A+
A+

1.54 1.47
64952WEK5 New York Life Global Note

1.450% Due 01/14/2025
1,270,000.00 01/11/2022

1.49%
1,268,628.40
1,269,295.43

93.96 5.60%
1,193,316.13
8,542.51

0.98%
(75,979.30)
Aaa / AA+
AAA

1.55 1.48
90331HPL1 US Bank NA Callable Note Cont 12/21/2024

2.050% Due 01/21/2025
1,285,000.00 01/16/2020

2.10%
1,282,262.95
1,284,146.08

94.32 5.92%
1,212,013.28
11,707.78

1.00%
(72,132.80)
A2 / A+
A+

1.56 1.48
78016EZ59 Royal Bank of Canada Note

3.375% Due 04/14/2025
540,000.00 04/07/2022

3.39%
539,800.20
539,880.96

96.27 5.59%
519,844.50
3,898.13

0.43%
(20,036.46)
A1 / A
AA1.791.69
06406RBC0 Bank of NY Mellon Corp Callable Note Cont 3/25/2025

3.350% Due 04/25/2025
935,000.00 04/19/2022

3.35%
934,869.10
934,920.62

96.16 5.60%
899,064.21
5,742.46

0.74%
(35,856.41)
A1 / A
AA1.821.72
As of June 30, 2023
39 ATTACHMENT 1
323
Holdings Report
City of West Sacramento Operating Portfolio - Account #10675 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
06367WB85 Bank of Montreal Note

1.850% Due 05/01/2025
939,000.00 07/23/2021

0.85%
973,573.98
955,859.22

93.42 5.67%
877,175.30
2,895.25

0.72%
(78,683.92)
A2 / AAA1.84

1.76 46647PCH7 JP Morgan Chase & Co Callable Note Cont 6/1/2024

0.824% Due 06/01/2025
1,120,000.00 05/24/2021

1.98%
1,121,449.85
1,120,695.65

95.06 6.07%
1,064,713.45
769.07

0.87%
(55,982.20)
A1 / AAA1.92

1.83 46647PCK0 JP Morgan Chase & Co Callable Note Cont 6/23/2024

0.969% Due 06/23/2025
535,000.00 Various

2.11%
535,334.75
535,165.77

94.92 6.08%
507,830.03
115.20

0.41%
(27,335.74)
A1 / AAA1.98

1.89 66815L2J7 Northwestern Mutual Glbl Note

4.000% Due 07/01/2025
800,000.00 06/27/2022

4.01%
799,728.00
799,818.58

96.85 5.69%
774,800.00
16,000.00

0.65%
(25,018.58)
Aaa / AA+
AAA

2.01 1.85
637432NG6 National Rural Utilities Callable Note Cont 8/1/2025

3.250% Due 11/01/2025
700,000.00 04/06/2022

3.21%
701,015.00
700,665.24

95.11 5.51%
665,747.60
3,791.67

0.55%
(34,917.64)
A1 / AA+2.34

2.19 40139LBC6 Guardian Life Glob Fun Note

0.875% Due 12/10/2025
1,100,000.00 Various

1.12%
1,088,890.00
1,093,503.95

89.00 5.76%
979,014.30
561.46

0.80%
(114,489.65)
Aa1 / AA+
NR

2.45 2.35
66815L2A6 Northwestern Mutual Glbl Note

0.800% Due 01/14/2026
650,000.00 12/06/2021

1.47%
632,755.50
639,317.16

89.12 5.45%
579,277.40
2,412.22

0.48%
(60,039.76)
Aaa / AA+
AAA

2.55 2.44
46647PBK1 JP Morgan Chase & Co Callable Note Cont 4/22/2025

2.083% Due 04/22/2026
334,000.00 05/20/2021

2.24%
346,468.22
341,130.65

93.65 5.83%
312,791.67
1,333.47

0.26%
(28,338.98)
A1 / AAA2.81

1.73 6174468Q5 Morgan Stanley Callable Note Cont 4/28/2025

2.188% Due 04/28/2026
550,000.00 05/18/2022

4.94%
519,535.50
528,151.94

93.87 5.77%
516,289.40
2,105.95

0.42%
(11,862.54)
A1 / AA+2.83

1.74 023135BX3 Amazon.com Inc Callable Note Cont 4/12/2026

1.000% Due 05/12/2026
1,655,000.00 05/10/2021

1.09%
1,647,850.40
1,650,904.45

89.90 4.81%
1,487,889.69
2,252.64

1.22%
(163,014.76)
A1 / AA
AA2.872.76
91324PEC2 United Health Group Inc Callable Note Cont 4/15/2026

1.150% Due 05/15/2026
275,000.00 Various

1.08%
275,889.15
275,520.01

90.43 4.75%
248,683.88
404.10

0.20%
(26,836.13)
A3 / A+
A

2.88 2.76
89236TJK2 Toyota Motor Credit Corp Note

1.125% Due 06/18/2026
1,130,000.00 06/15/2021

1.13%
1,129,502.80
1,129,705.11

89.41 5.01%
1,010,356.73
459.06

0.83%
(119,348.38)
A1 / A+
A+

2.97 2.85
06051GJD2 Bank of America Corp Callable Note Cont 6/19/2025

1.319% Due 06/19/2026
1,000,000.00 Various

2.23%
1,002,640.00
1,001,577.69

91.60 5.90%
916,019.00
439.66

0.75%
(85,558.69)
A1 / AAA2.97

1.89 57629WDE7 Mass Mutual Global funding Note

1.200% Due 07/16/2026
772,000.00 08/10/2021

1.21%
771,785.72
771,867.66

88.39 5.38%
682,404.76
4,246.00

0.56%
(89,462.90)
Aa3 / AA+
AA+

3.05 2.90
58989V2D5 Met Tower Global Funding Note

1.250% Due 09/14/2026
585,000.00 09/07/2021

1.27%
584,461.80
584,654.86

87.49 5.57%
511,797.20
2,173.44

0.42%
(72,857.66)
Aa3 / AAAA3.21

3.05 As of June 30, 2023
40 ATTACHMENT 1
324
Holdings Report
City of West Sacramento Operating Portfolio - Account #10675 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
931142ER0 Wal-Mart Stores Callable Note Cont 08/17/2026

1.050% Due 09/17/2026
265,000.00 09/08/2021

1.09%
264,499.15
264,677.99

89.28 4.68%
236,599.42
803.83

0.19%
(28,078.57)
Aa2 / AA
AA

3.22 3.08
26442CAS3 Duke Energy Carolinas Callable Note Cont 9/1/2026

2.950% Due 12/01/2026
1,355,000.00 10/28/2022

4.89%
1,258,727.25
1,274,353.01

93.96 4.89%
1,273,164.78
3,331.04

1.04%
(1,188.23)
Aa3 / A
NR

3.42 3.19
59217GER6 Metlife Note

1.875% Due 01/11/2027
845,000.00 01/03/2022

1.90%
844,036.70
844,319.46

89.09 5.30%
752,788.53
7,481.77

0.62%
(91,530.93)
Aa3 / AAAA3.54

3.30 61747YEZ4 Morgan Stanley Callable Note 1X 1/28/2026

5.050% Due 01/28/2027
610,000.00 01/17/2023

5.34%
611,063.70
610,945.75

99.17 5.40%
604,917.48
13,862.25

0.51%
(6,028.27)
A1 / AA+3.58

2.33 808513BY0 Charles Schwab Corp Callable Note Cont 2/3/2027

2.450% Due 03/03/2027
725,000.00 03/01/2022

2.46%
724,796.70
724,850.70

89.58 5.63%
649,433.98
5,822.15

0.54%
(75,416.72)
A2 / AA3.68

3.40 084664CZ2 Berkshire Hathaway Callable Note Cont 2/15/2027

2.300% Due 03/15/2027
1,225,000.00 03/07/2022

2.30%
1,224,767.25
1,224,827.54

93.51 4.21%
1,145,497.50
8,295.97

0.94%
(79,330.04)
Aa2 / AA
A+

3.71 3.47
06051GHT9 Bank of America Corp Callable Note 1X 4/23/2026

3.559% Due 04/23/2027
750,000.00 Various

4.92%
726,688.38
731,137.02

94.81 5.58%
711,054.00
5,041.91

0.58%
(20,083.02)
A1 / AAA3.82

2.61 665859AW4 Northern Trust Company Callable Note Cont 4/10/2027

4.000% Due 05/10/2027
455,000.00 05/05/2022

4.04%
454,262.90
454,431.23

96.34 5.05%
438,334.72
2,578.33

0.36%
(16,096.51)
A2 / A+
A+

3.86 3.50
91324PEG3 United Health Group Inc Callable Note Cont 4/15/2027

3.700% Due 05/15/2027
465,000.00 05/17/2022

3.69%
465,220.50
465,171.21

96.40 4.73%
448,253.03
2,198.42

0.37%
(16,918.18)
A3 / A+
A

3.88 3.54
61747YEC5 Morgan Stanley Callable Note Cont 7/20/2026

1.512% Due 07/20/2027
750,000.00 10/28/2022

6.08%
637,425.00
653,245.64

88.60 5.63%
664,476.00
5,071.50

0.55%
11,230.36
A1 / AA+4.06

2.89 14913R3A3 Caterpillar Financial Service Note

3.600% Due 08/12/2027
1,000,000.00 11/02/2022

5.06%
938,730.00
947,136.16

96.26 4.61%
962,618.00
13,900.00

0.80%
15,481.84
A2 / A
A+

4.12 3.72
756109BG8 Realty Income Corp Calllable Note Cont 5/15/2027

3.950% Due 08/15/2027
1,425,000.00 Various

5.42%
1,337,997.25
1,349,772.74

94.97 5.32%
1,353,375.23
21,264.16

1.12%
3,602.49
A3 / ANR4.13

3.68 57636QAW4 MasterCard Inc Callable Note Cont 2/9/28

4.875% Due 03/09/2028
775,000.00 03/06/2023

4.90%
774,248.25
774,295.16
101.13

4.60%
783,765.25
11,754.17

0.65%
9,470.09
Aa3 / A+
NR

4.70 4.03
63743HFG2 National Rural Utilities Callable Note Cont 2/15/28

4.800% Due 03/15/2028
900,000.00 04/10/2023

4.39%
915,975.00
915,264.61

98.86 5.07%
889,756.20
12,720.00

0.74%
(25,508.41)
A2 / AA4.71

4.10 As of June 30, 2023
41 ATTACHMENT 1
325
Holdings Report
City of West Sacramento Operating Portfolio - Account #10675 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
74340XCG4 Prologis LP Callable Note Cont 5/15/2028

4.875% Due 06/15/2028
940,000.00 Various

5.00%
935,026.30
935,033.75

99.09 5.08%
931,482.66
381.88

0.76%
(3,551.09)

NR / NR
NR

4.96 4.35
TOTAL Corporate 34,615,000.00 2.72%
34,257,327.55
34,286,382.06 5.38%
32,494,050.07
212,996.82

26.72%
(1,792,331.99)
A1 / A+
AA2.742.44
Money Market Fund
262006208 Dreyfus Gov't Cash Management Money Market Fund #289

291,930.77 Various

4.99%
291,930.77
291,930.77

1.00 4.99%
291,930.77

0.00 0.24%

0.00 Aaa / AAA
NR

0.00 0.00
TOTAL Money Market Fund 291,930.77 4.99%
291,930.77
291,930.77 4.99%
291,930.77

0.00 0.24%

0.00 Aaa / AAA
NR

0.00 0.00
Municipal Bonds
13063DRK6 California State Taxable GO

2.400% Due 10/01/2024
730,000.00 10/16/2019

1.91%
746,768.10
734,257.09

96.17 5.60%
702,076.77
4,380.00

0.58%
(32,180.32)
Aa2 / AAAA1.26

1.20 TOTAL Municipal Bonds 730,000.00 1.91%
746,768.10
734,257.09 5.60%
702,076.77
4,380.00

0.58%
(32,180.32)
Aa2 / AAAA1.26

1.20 Negotiable CD
33715LCB4 First Technology Federal Negotiable CD

3.400% Due 08/17/2023
248,000.00 08/17/2018

3.40%
248,000.00
248,000.00

99.76 5.23%
247,405.30
323.42

0.20%
(594.70)

NR / NR
NR

0.13 0.13
TOTAL Negotiable CD 248,000.00 3.40%
248,000.00
248,000.00 5.23%
247,405.30
323.42

0.20%
(594.70)

NR / NR
NR

0.13 0.13
Supranational
459058JL8 Intl. Bank Recon & Development Note

0.500% Due 10/28/2025
2,150,000.00 Various

0.60%
2,140,429.05
2,145,265.33

90.76 4.74%
1,951,423.86
1,881.26

1.60%
(193,841.47)
Aaa / AAA
AAA

2.33 2.26
4581X0DV7 Inter-American Dev Bank Note

0.875% Due 04/20/2026
2,175,000.00 04/13/2021

0.97%
2,165,038.50
2,169,413.70

90.21 4.64%
1,962,093.60
3,753.39

1.61%
(207,320.10)
Aaa / AAA
AAA

2.81 2.71
TOTAL Supranational 4,325,000.00 0.78%
4,305,467.55
4,314,679.03 4.69%
3,913,517.46
5,634.65

3.20%
(401,161.57)
Aaa / AAA
AAA

2.57 2.49
US Treasury
912828XX3 US Treasury Note

2.000% Due 06/30/2024
1,925,000.00 09/30/2019

1.60%
1,960,191.41
1,932,403.38

96.70 5.43%
1,861,534.68
104.62

1.52%
(70,868.70)
Aaa / AA+
AAA

1.00 0.97
As of June 30, 2023
42 ATTACHMENT 1
326
Holdings Report
City of West Sacramento Operating Portfolio - Account #10675 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
912828D56 US Treasury Note

2.375% Due 08/15/2024
2,000,000.00 09/18/2019

1.71%
2,062,578.13
2,014,352.46

96.77 5.36%
1,935,390.00
17,845.30

1.60%
(78,962.46)
Aaa / AA+
AAA

1.13 1.08
9128283D0 US Treasury Note

2.250% Due 10/31/2024
2,000,000.00 11/07/2019

1.77%
2,045,234.38
2,012,135.45

96.10 5.31%
1,922,032.00
7,581.52

1.58%
(90,103.45)
Aaa / AA+
AAA

1.34 1.28
91282CDS7 US Treasury Note

1.125% Due 01/15/2025
1,000,000.00 02/02/2022

1.36%
993,125.00
996,399.72

94.04 5.20%
940,391.00
5,189.92

0.77%
(56,008.72)
Aaa / AA+
AAA

1.55 1.49
912828ZC7 US Treasury Note

1.125% Due 02/28/2025
2,000,000.00 03/18/2020

0.81%
2,030,859.38
2,010,383.23

93.73 5.09%
1,874,610.00
7,520.38

1.54%
(135,773.23)
Aaa / AA+
AAA

1.67 1.61
912828ZF0 US Treasury Note

0.500% Due 03/31/2025
2,000,000.00 05/28/2020

0.35%
2,014,140.63
2,005,113.67

92.50 5.03%
1,850,000.00
2,513.66

1.51%
(155,113.67)
Aaa / AA+
AAA

1.75 1.70
912828XB1 US Treasury Note

2.125% Due 05/15/2025
1,000,000.00 04/06/2022

2.78%
980,742.19
988,384.18

94.97 4.97%
949,688.00
2,713.99

0.78%
(38,696.18)
Aaa / AA+
AAA

1.88 1.80
91282CAB7 US Treasury Note

0.250% Due 07/31/2025
1,100,000.00 03/12/2021

0.72%
1,077,828.13
1,089,447.91

91.00 4.84%
1,000,957.10
1,147.10

0.82%
(88,490.81)
Aaa / AA+
AAA

2.09 2.03
91282CFP1 US Treasury Note

4.250% Due 10/15/2025
2,400,000.00 10/28/2022

4.37%
2,392,031.25
2,393,824.22

98.88 4.77%
2,373,187.20
21,459.02

1.96%
(20,637.02)
Aaa / AA+
AAA

2.30 2.14
91282CAT8 US Treasury Note

0.250% Due 10/31/2025
400,000.00 03/12/2021

0.79%
390,265.63
395,089.64

90.25 4.71%
361,000.00
168.48

0.30%
(34,089.64)
Aaa / AA+
AAA

2.34 2.27
91282CFW6 US Treasury Note

4.500% Due 11/15/2025
2,400,000.00 11/10/2022

4.27%
2,415,656.25
2,412,399.29

99.48 4.73%
2,387,532.00
13,793.48

1.96%
(24,867.29)
Aaa / AA+
AAA

2.38 2.21
91282CAZ4 US Treasury Note

0.375% Due 11/30/2025
1,250,000.00 03/26/2021

0.77%
1,227,587.89
1,238,406.62

90.27 4.68%
1,128,320.00
397.03

0.92%
(110,086.62)
Aaa / AA+
AAA

2.42 2.35
91282CCW9 US Treasury Note

0.750% Due 08/31/2026
530,000.00 09/23/2021

0.90%
526,252.73
527,594.01

89.19 4.45%
472,693.75
1,328.60

0.39%
(54,900.26)
Aaa / AA+
AAA

3.17 3.06
91282CCZ2 US Treasury Note

0.875% Due 09/30/2026
1,060,000.00 10/18/2021

1.19%
1,044,141.41
1,049,582.65

89.47 4.39%
948,369.28
2,331.42

0.78%
(101,213.37)
Aaa / AA+
AAA

3.25 3.13
91282CDG3 US Treasury Note

1.125% Due 10/31/2026
1,060,000.00 11/15/2021

1.25%
1,053,540.63
1,055,650.91

89.92 4.41%
953,172.14
2,009.10

0.78%
(102,478.77)
Aaa / AA+
AAA

3.34 3.20
912828YQ7 US Treasury Note

1.625% Due 10/31/2026
2,400,000.00 11/02/2022

4.43%
2,156,250.00
2,196,373.46

91.45 4.41%
2,194,874.40
6,570.65

1.80%
(1,499.06)
Aaa / AA+
AAA

3.34 3.18
91282CET4 US Treasury Note

2.625% Due 05/31/2027
600,000.00 06/13/2022

3.41%
578,718.75
583,205.19

93.96 4.32%
563,765.40
1,334.02

0.46%
(19,439.79)
Aaa / AA+
AAA

3.92 3.66
91282CEW7 US Treasury Note

3.250% Due 06/30/2027
1,500,000.00 Various

3.40%
1,490,273.44
1,491,569.16

96.17 4.30%
1,442,578.50
132.48

1.18%
(48,990.66)
Aaa / AA+
AAA

4.00 3.70
91282CFB2 US Treasury Note

2.750% Due 07/31/2027
1,180,000.00 Various

3.00%
1,166,739.07
1,169,070.55

94.28 4.29%
1,112,472.14
13,535.78

0.92%
(56,598.41)
Aaa / AA+
AAA

4.09 3.76
As of June 30, 2023
43 ATTACHMENT 1
327
Holdings Report
City of West Sacramento Operating Portfolio - Account #10675 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
91282CFH9 US Treasury Note

3.125% Due 08/31/2027
3,500,000.00 Various

3.28%
3,474,796.89
3,478,874.78

95.64 4.28%
3,347,284.50
36,557.41

2.76%
(131,590.28)
Aaa / AA+
AAA

4.17 3.81
91282CFU0 US Treasury Note

4.125% Due 10/31/2027
2,400,000.00 11/03/2022

4.42%
2,368,968.75
2,373,039.26

99.48 4.26%
2,387,438.40
16,679.35

1.96%
14,399.14
Aaa / AA+
AAA

4.34 3.90
91282CGC9 US Treasury Note

3.875% Due 12/31/2027
700,000.00 01/25/2023

3.57%
709,679.69
708,840.78

98.60 4.22%
690,183.90

73.71 0.56%
(18,656.88)
Aaa / AA+
AAA

4.51 4.08
91282CGH8 US Treasury Note

3.500% Due 01/31/2028
1,000,000.00 03/14/2023

3.90%
982,578.13
983,615.03

97.11 4.20%
971,055.00
14,599.45

0.81%
(12,560.03)
Aaa / AA+
AAA

4.59 4.12
91282CGP0 US Treasury Note

4.000% Due 02/29/2028
2,900,000.00 02/23/2023

4.16%
2,879,269.53
2,880,665.18

99.26 4.17%
2,878,589.30
38,771.74

2.38%
(2,075.88)
Aaa / AA+
AAA

4.67 4.16
91282CHA2 US Treasury Note

3.500% Due 04/30/2028
2,100,000.00 Various

3.55%
2,095,664.07
2,095,719.53

97.17 4.15%
2,040,609.90
12,383.16

1.68%
(55,109.63)
Aaa / AA+
AAA

4.84 4.37
91282CHE4 US Treasury Note

3.625% Due 05/31/2028
1,500,000.00 06/14/2023

4.00%
1,475,214.84
1,475,365.72

97.81 4.12%
1,467,187.50
4,605.53

1.20%
(8,178.22)
Aaa / AA+
AAA

4.92 4.44
TOTAL US Treasury 41,905,000.00 2.80%
41,592,328.20
41,557,505.98 4.62%
40,054,916.09
231,346.90

32.91%
(1,502,589.89)
Aaa / AA+
AAA

3.08 2.84
TOTAL PORTFOLIO 128,546,148.89 2.48%
127,686,332.23
127,604,593.03 5.03%
121,840,112.05
576,550.63
100.00%
(5,764,480.98)
Aa1 / AA
AAA

2.77 2.39
TOTAL MARKET VALUE PLUS ACCRUALS 122,416,662.68
As of June 30, 2023
44 ATTACHMENT 1
328
Holdings Report
City of West Sacramento Reporting Portfolio - Account #10676 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
Cash
86723G1$8 Suncrest Bank Deposit Account XXX3985

1,047,429.25 Various

1.43%
1,047,429.25
1,047,429.25

1.00 1.43%
1,047,429.25

0.00 0.52%

0.00 NR / NR
NR

0.00 0.00
90BOFA$00 Cash BOA Cash Acct

91,303,650.12 Various

0.25%
91,303,650.12
91,303,650.12

1.00 0.25%
91,303,650.12

0.00 45.44%

0.00 NR / NR
NR

0.00 0.00
TOTAL Cash 92,351,079.37 0.26%
92,351,079.37
92,351,079.37 0.26%
92,351,079.37

0.00 45.96%

0.00 NR / NR
NR

0.00 0.00
LAIF
90LAIF$00 Local Agency Investment Fund State Pool

102,489,767.06 Various

3.26%
102,489,767.06
102,489,767.06

1.00 3.26%
102,489,767.06
760,937.96

51.38%

0.00 NR / NR
NR

0.00 0.00
TOTAL LAIF 102,489,767.06 3.26%
102,489,767.06
102,489,767.06 3.26%
102,489,767.06
760,937.96

51.38%

0.00 NR / NR
NR

0.00 0.00
Local Gov Investment Pool
90CAMP$00 California Asset Mgmt Program CAMP

5,337,268.85 Various

5.20%
5,337,268.85
5,337,268.85

1.00 5.20%
5,337,268.85

0.00 2.66%

0.00 NR / AAA
NR

0.00 0.00
TOTAL Local Gov Investment Pool 5,337,268.85 5.20%
5,337,268.85
5,337,268.85 5.20%
5,337,268.85

0.00 2.66%

0.00 NR / AAA
NR

0.00 0.00
TOTAL PORTFOLIO 200,178,115.28 1.93%
200,178,115.28
200,178,115.28 1.93%
200,178,115.28
760,937.96
100.00%

0.00 NR / AAA
NR

0.00 0.00
TOTAL MARKET VALUE PLUS ACCRUALS 200,939,053.24
As of June 30, 2023
45 ATTACHMENT 1
329
Holdings Report
City of West Sacramento Consolidated Portfolio - Account #10677 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
ABS
44891VAC5 Hyundai Auto Lease Trust 2021-B A3

0.330% Due 06/17/2024
195,607.79 06/08/2021

0.34%
195,578.45
195,605.07

99.45 6.07%
194,528.23

28.69 0.06%
(1,076.84)
Aaa / AAA
NR

0.97 0.10
43813DAC2 Honda Auto Receivables 2020-2 A3

0.820% Due 07/15/2024
14,673.75 05/18/2020

0.83%
14,672.59
14,673.46

99.49 5.66%
14,599.61

5.35 0.00%
(73.85)
Aaa / AAA
NR

1.04 0.10
47789KAC7 John Deere Owner Trust 2020-A A3

1.100% Due 08/15/2024
1,929.69 03/04/2020

1.11%
1,929.57
1,929.66

99.83 7.52%
1,926.33

0.94 0.00%
(3.33)
Aaa / NR
AAA

1.13 0.03
43813KAC6 Honda Auto Receivables Trust 2020-3 A3

0.370% Due 10/18/2024
127,126.66 09/22/2020

0.38%
127,107.99
127,124.38

98.61 5.95%
125,365.32

16.99 0.04%
(1,759.06)

NR / AAA
AAA

1.30 0.25
36262XAC8 GM Financial Auto Lease Trust 2021-3 A2

0.390% Due 10/21/2024
458,229.42 08/10/2021

0.39%
458,223.19
458,227.99

98.59 5.86%
451,783.96

54.61 0.14%
(6,444.03)

NR / AAA
AAA

1.31 0.25
47787NAC3 John Deere Owner Trust 2020-B A3

0.510% Due 11/15/2024
23,089.28 07/14/2020

0.52%
23,085.76
23,088.73

99.28 5.17%
22,923.39

5.23 0.01%
(165.34)
Aaa / NR
AAA

1.38 0.15
09690AAC7 BMW Vehicle Lease Trust 2021-2 A3

0.330% Due 12/26/2024
145,876.41 09/08/2021

0.34%
145,861.36
145,873.20

98.70 6.39%
143,987.02

8.02 0.04%
(1,886.18)
Aaa / NR
AAA

1.49 0.21
89236XAC0 Toyota Auto Receivables 2020-D A3

0.350% Due 01/15/2025
88,062.18 10/06/2020

0.36%
88,045.77
88,056.23

98.94 6.01%
87,127.13

13.70 0.03%
(929.10)

NR / AAA
AAA

1.55 0.19
44891WAC3 Hyundai Auto Lease Trust 2022-A A3

1.160% Due 01/15/2025
410,000.00 01/11/2022

1.16%
409,990.94
409,996.80

98.22 5.87%
402,707.74
211.38

0.12%
(7,289.06)
Aaa / AAA
NR

1.55 0.38
92290BAA9 Verizon Owner Trust 2020-B A

0.470% Due 02/20/2025
106,080.89 08/04/2020

0.48%
106,058.61
106,072.80

99.30 5.63%
105,340.87

15.23 0.03%
(731.93)
Aaa / NR
AAA

1.65 0.13
89238LAC4 Toyota Lease Owner Trust 2022-A A3

1.960% Due 02/20/2025
875,000.00 02/23/2022

1.98%
874,862.28
874,942.00

97.81 5.92%
855,799.00
524.03

0.26%
(19,143.00)

NR / AAA
AAA

1.65 0.56
36265MAC9 GM Financial Auto Lease Trust 2022-1 A3

1.900% Due 03/20/2025
715,000.00 02/15/2022

1.91%
714,993.85
714,997.70

98.05 5.87%
701,081.10
415.10

0.22%
(13,916.60)
Aaa / NR
AAA

1.72 0.49
05601XAC3 BMW Vehicle Lease Trust 2022-1 A3

1.100% Due 03/25/2025
768,063.40 Various

2.26%
755,095.27
763,100.38

98.29 5.84%
754,929.52
140.81

0.23%
(8,170.86)

NR / AAA
AAA

1.74 0.36
89240BAC2 Toyota Auto Receivables Owners 2021-A A3

0.260% Due 05/15/2025
387,402.04 02/02/2021

0.27%
387,330.13
387,385.64

97.82 5.87%
378,946.60

44.77 0.12%
(8,439.04)
Aaa / NR
AAA

1.88 0.39
44933LAC7 Hyundai Auto Receivables Trust 2021-A A3

0.380% Due 09/15/2025
269,310.41 04/20/2021

0.38%
269,282.07
269,302.29

97.38 6.00%
262,248.01

45.48 0.08%
(7,054.28)

NR / AAA
AAA

2.21 0.46
43815GAC3 Honda Auto Receivables Trust 2021-4 A3

0.880% Due 01/21/2026
350,000.00 11/16/2021

0.89%
349,926.22
349,962.58

95.98 5.92%
335,923.35

85.56 0.10%
(14,039.23)
Aaa / NR
AAA

2.56 0.80
47789QAC4 John Deere Owner Trust 2021-B A3

0.520% Due 03/16/2026
380,766.20 07/13/2021

0.52%
380,732.23
380,750.32

95.80 6.12%
364,769.07

88.00 0.11%
(15,981.25)
Aaa / NR
AAA

2.71 0.75
As of June 30, 2023
46 ATTACHMENT 1
330
Holdings Report
City of West Sacramento Consolidated Portfolio - Account #10677 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
89238JAC9 Toyota Auto Receivables Trust 2021-D A3

0.710% Due 04/15/2026
325,000.00 11/09/2021

0.71%
324,993.08
324,996.53

95.77 6.14%
311,240.48
102.56

0.10%
(13,756.05)

NR / AAA
AAA

2.79 0.78
44935FAD6 Hyundai Auto Receivables Trust 2021-C A3

0.740% Due 05/15/2026
250,000.00 11/09/2021

0.75%
249,944.20
249,972.75

96.07 5.87%
240,168.75

82.22 0.07%
(9,804.00)

NR / AAA
AAA

2.88 0.77
43815BAC4 Honda Auto Receivables Trust 2022-1 A3

1.880% Due 05/15/2026
560,000.00 02/15/2022

1.89%
559,915.78
559,951.06

95.55 5.87%
535,083.36
467.91

0.17%
(24,867.70)
Aaa / AAA
NR

2.88 1.13
05602RAD3 BMW Vehicle Owner Trust 2022-A A3

3.210% Due 08/25/2026
360,000.00 05/10/2022

3.23%
359,981.28
359,988.03

97.22 5.76%
349,997.40
192.60

0.11%
(9,990.63)
Aaa / AAA
NR

3.16 1.10
362554AC1 GM Financial Securitized Term 2021-4 A3

0.680% Due 09/16/2026
265,000.00 10/13/2021

0.68%
264,993.24
264,996.60

95.50 6.14%
253,087.99

75.08 0.08%
(11,908.61)
Aaa / AAA
NR

3.22 0.82
47787JAC2 John Deere Owner Trust 2022-A A3

2.320% Due 09/16/2026
430,000.00 03/10/2022

2.34%
429,904.88
429,939.98

96.32 5.88%
414,190.19
443.38

0.13%
(15,749.79)
Aaa / NR
AAA

3.22 1.04
448977AD0 Hyundai Auto Receivables Trust 2022-A A3

2.220% Due 10/15/2026
765,000.00 03/09/2022

2.23%
764,970.55
764,982.26

95.98 5.78%
734,227.11
754.80

0.23%
(30,755.15)

NR / AAA
AAA

3.30 1.14
380146AC4 GM Financial Auto Receivables 2022-1 A3

1.260% Due 11/16/2026
225,000.00 01/11/2022

1.27%
224,980.45
224,988.96

95.52 5.90%
214,922.03
118.13

0.07%
(10,066.93)

NR / AAA
AAA

3.38 0.97
47800AAC4 John Deere Owner Trust 2022-B A3

3.740% Due 02/16/2027
445,000.00 07/12/2022

3.77%
444,957.50
444,968.76

97.15 5.73%
432,337.08
739.69

0.13%
(12,631.68)
Aaa / NR
AAA

3.64 1.46
02582JJT8 American Express Credit Trust 2022-2 A

3.390% Due 05/17/2027
940,000.00 05/17/2022

3.42%
939,792.07
939,869.16

96.51 5.43%
907,155.46
1,416.27

0.28%
(32,713.70)

NR / AAA
AAA

3.88 1.75
47800BAC2 John Deere Owner Trust 2022-C A3

5.090% Due 06/15/2027
715,000.00 10/12/2022

5.15%
714,944.52
714,955.12

99.21 5.61%
709,330.05
1,617.49

0.22%
(5,625.07)
Aaa / NR
AAA

3.96 1.69
92348KAV5 Verizon Master Trust 2022-5 A1A

3.720% Due 07/20/2027
390,000.00 08/02/2022

3.75%
389,982.84
389,988.33

98.78 5.25%
385,247.46
443.30

0.12%
(4,740.87)

NR / AAA
AAA

4.06 1.09
02582JJV3 American Express Credit Trust 2022-3 A

3.750% Due 08/16/2027
1,000,000.00 11/03/2022

5.58%
960,000.00
965,415.95

96.95 5.34%
969,504.00
1,562.50

0.30%
4,088.05
Aaa / NR
AAA

4.13 1.97
TOTAL ABS 11,986,218.12 2.32%
11,932,136.67
11,946,102.72 5.78%
11,660,477.61
9,719.82

3.61%
(285,625.11)
Aaa / AAA
AAA

2.76 0.96
Agency
3135G0V75 FNMA Note

1.750% Due 07/02/2024
600,000.00 09/25/2019

1.64%
603,132.00
600,660.22

96.43 5.44%
578,592.00
5,220.83

0.18%
(22,068.22)
Aaa / AA+
AAA

1.01 0.97
3130A2UW4 FHLB Note

2.875% Due 09/13/2024
2,000,000.00 09/13/2019

1.79%
2,103,380.00
2,024,938.16

97.17 5.33%
1,943,320.00
17,250.00

0.61%
(81,618.16)
Aaa / AA+
AAA

1.21 1.15
3135G0W66 FNMA Note

1.625% Due 10/15/2024
1,945,000.00 Various

1.73%
1,935,854.05
1,942,568.77

95.41 5.35%
1,855,751.73
6,672.43

0.58%
(86,817.04)
Aaa / AA+
AAA

1.30 1.25
As of June 30, 2023
47 ATTACHMENT 1
331
Holdings Report
City of West Sacramento Consolidated Portfolio - Account #10677 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
3130AQF40 FHLB Note

1.000% Due 12/20/2024
650,000.00 12/21/2021

1.02%
649,577.50
649,792.23

94.00 5.29%
611,021.45
198.61

0.19%
(38,770.78)
Aaa / AA+
AAA

1.48 1.43
3135G0X24 FNMA Note

1.625% Due 01/07/2025
2,170,000.00 Various

1.17%
2,216,515.70
2,184,651.96

94.82 5.22%
2,057,518.05
17,043.54

0.64%
(127,133.91)
Aaa / AA+
AAA

1.53 1.46
3137EAEP0 FHLMC Note

1.500% Due 02/12/2025
2,280,000.00 02/13/2020

1.52%
2,278,244.40
2,279,430.51

94.40 5.16%
2,152,260.72
13,205.00

0.67%
(127,169.79)
Aaa / AA+
AAA

1.62 1.55
3135G03U5 FNMA Note

0.625% Due 04/22/2025
1,795,000.00 04/22/2020

0.67%
1,791,302.30
1,793,659.99

92.48 5.02%
1,660,044.72
2,150.26

0.51%
(133,615.27)
Aaa / AA+
AAA

1.81 1.76
3135G04Z3 FNMA Note

0.500% Due 06/17/2025
2,100,000.00 Various

0.51%
2,098,880.25
2,099,620.68

91.81 4.93%
1,927,974.31
408.33

0.60%
(171,646.37)
Aaa / AA+
AAA

1.97 1.91
3137EAEU9 FHLMC Note

0.375% Due 07/21/2025
1,200,000.00 07/21/2020

0.48%
1,194,024.00
1,197,539.49

91.24 4.90%
1,094,866.80
2,000.00

0.34%
(102,672.69)
Aaa / AA+
AAA

2.06 2.00
3135G05X7 FNMA Note

0.375% Due 08/25/2025
2,150,000.00 Various

0.51%
2,136,456.52
2,143,761.95

90.99 4.83%
1,956,390.36
2,821.87

0.61%
(187,371.59)
Aaa / AA+
AAA

2.16 2.09
3137EAEX3 FHLMC Note

0.375% Due 09/23/2025
1,800,000.00 Various

0.44%
1,794,640.80
1,797,575.23

90.74 4.80%
1,633,260.60
1,837.50

0.51%
(164,314.63)
Aaa / AA+
AAA

2.24 2.17
3135G06G3 FNMA Note

0.500% Due 11/07/2025
2,200,000.00 Various

0.56%
2,193,135.20
2,196,755.78

90.63 4.76%
1,993,897.40
1,650.00

0.62%
(202,858.38)
Aaa / AA+
AAA

2.36 2.29
880591EZ1 Tennessee Valley Authority Note

3.875% Due 03/15/2028
1,200,000.00 05/01/2023

3.81%
1,203,612.00
1,203,490.18

98.39 4.26%
1,180,672.80
11,754.17

0.37%
(22,817.38)
Aaa / AA+
AAA

4.71 4.21
3133EPME2 FFCB Note

3.875% Due 06/08/2028
2,000,000.00 06/07/2023

3.96%
1,992,080.00
1,992,179.70

98.87 4.13%
1,977,490.00
4,951.39

0.61%
(14,689.70)
Aaa / AA+
NR

4.95 4.44
TOTAL Agency 24,090,000.00 1.37%
24,190,834.72
24,106,624.85 4.94%
22,623,060.94
87,163.93

7.02%
(1,483,563.91)
Aaa / AA+
AAA

2.20 2.08
Cash
86723G1$8 Suncrest Bank Deposit Account XXX3985

1,047,429.25 Various

1.43%
1,047,429.25
1,047,429.25

1.00 1.43%
1,047,429.25

0.00 0.32%

0.00 NR / NR
NR

0.00 0.00
90BOFA$00 Cash BOA Cash Acct

91,303,650.12 Various

0.25%
91,303,650.12
91,303,650.12

1.00 0.25%
91,303,650.12

0.00 28.24%

0.00 NR / NR
NR

0.00 0.00
TOTAL Cash 92,351,079.37 0.26%
92,351,079.37
92,351,079.37 0.26%
92,351,079.37

0.00 28.56%

0.00 NR / NR
NR

0.00 0.00
As of June 30, 2023
48 ATTACHMENT 1
332
Holdings Report
City of West Sacramento Consolidated Portfolio - Account #10677 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
CMO
3137BFE98 FHLMC K041 A2

3.171% Due 10/25/2024
1,130,000.00 12/15/2021

1.17%
1,189,501.56
1,156,743.59

97.07 5.56%
1,096,905.69
2,986.03

0.34%
(59,837.90)
Aaa / AAA
AAA

1.32 1.16
3137BN6G4 FHLMC KO53

2.995% Due 12/25/2025
2,225,000.00 11/01/2022

4.94%
2,113,228.52
2,136,518.31

95.27 5.13%
2,119,770.85
5,553.23

0.66%
(16,747.46)

NR / NR
AAA

2.49 2.18
3137BSP72 FHLMC K058 A2

2.653% Due 08/25/2026
500,000.00 11/12/2021

1.35%
528,808.59
518,898.30

93.62 4.87%
468,094.00
1,105.42

0.15%
(50,804.30)

NR / NR
AAA

3.16 2.90
3137BSRE5 FHLMC K059 A2

3.120% Due 09/25/2026
1,000,000.00 02/18/2022

1.98%
1,042,812.50
1,030,046.59

95.18 4.76%
951,818.00
2,600.00

0.30%
(78,228.59)

NR / AAA
AAA

3.24 2.91
3137BTAC5 FHLMC K060 A2

3.300% Due 10/25/2026
1,000,000.00 10/31/2022

4.80%
946,875.00
955,803.57

95.27 4.84%
952,690.00
2,750.00

0.30%
(3,113.57)

NR / NR
AAA

3.32 3.04
3137FBBX3 FHLMC K068 A2

3.244% Due 08/25/2027
2,000,000.00 Various

4.59%
1,887,460.94
1,903,802.57

94.54 4.71%
1,890,816.00
5,406.66

0.59%
(12,986.57)
Aaa / NR
NR

4.16 3.72
3137FBU79 FHLMC K069 A2

3.187% Due 09/25/2027
1,500,000.00 04/13/2023

4.47%
1,446,093.75
1,448,554.62

94.32 4.70%
1,414,786.50
3,983.75

0.44%
(33,768.12)

NR / AAA
NR

4.24 3.75
3137F4D41 FHLMC K074 A2

3.600% Due 01/25/2028
1,000,000.00 03/14/2023

5.09%
966,757.81
968,742.98

95.78 4.63%
957,796.00
600.00

0.30%
(10,946.98)

NR / NR
AAA

4.58 4.04
TOTAL CMO 10,355,000.00 3.89%
10,121,538.67
10,119,110.53 4.91%
9,852,677.04
24,985.09

3.05%
(266,433.49)
Aaa / AAA
AAA

3.32 2.96
Corporate
89114QCA4 Toronto Dominion Bank Note

2.650% Due 06/12/2024
950,000.00 09/23/2019

2.22%
968,040.50
953,635.34

96.98 5.97%
921,289.10
1,328.68

0.29%
(32,346.24)
A1 / A
AA0.950.92
79466LAG9 Salesforce.com Inc Callable Note Cont 7/15/2022

0.625% Due 07/15/2024
1,050,000.00 Various

0.94%
1,041,590.40
1,046,650.07

95.19 5.44%
999,492.90
3,026.05

0.31%
(47,157.17)
A2 / A+
NR

1.04 1.01
78013XZU5 Royal Bank of Canada Note

2.550% Due 07/16/2024
1,250,000.00 Various

2.21%
1,268,710.00
1,254,132.49

96.92 5.62%
1,211,532.50
14,609.38

0.38%
(42,599.99)
A1 / A
AA1.051.00
69371RR40 Paccar Financial Corp Note

0.500% Due 08/09/2024
515,000.00 08/03/2021

0.52%
514,721.90
514,897.23

94.67 5.52%
487,542.78
1,015.69

0.15%
(27,354.45)
A1 / A+
NR

1.11 1.07
14913Q3B3 Caterpillar Finl Service Note

2.150% Due 11/08/2024
600,000.00 01/28/2020

1.92%
606,282.00
601,786.62

95.82 5.38%
574,942.80
1,899.17

0.18%
(26,843.82)
A2 / A
A+

1.36 1.30
74153WCQ0 Pricoa Global Funding Note

1.150% Due 12/06/2024
670,000.00 12/01/2021

1.19%
669,309.90
669,669.46

93.57 5.89%
626,940.44
535.07

0.19%
(42,729.02)
Aa3 / AAAA1.44

1.38 89236TJT3 Toyota Motor Credit Corp Note

1.450% Due 01/13/2025
920,000.00 01/10/2022

1.50%
918,767.20
919,367.85

94.32 5.35%
867,764.24
6,225.33

0.27%
(51,603.61)
A1 / A+
A+

1.54 1.47
As of June 30, 2023
49 ATTACHMENT 1
333
Holdings Report
City of West Sacramento Consolidated Portfolio - Account #10677 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
64952WEK5 New York Life Global Note

1.450% Due 01/14/2025
1,270,000.00 01/11/2022

1.49%
1,268,628.40
1,269,295.43

93.96 5.60%
1,193,316.13
8,542.51

0.37%
(75,979.30)
Aaa / AA+
AAA

1.55 1.48
90331HPL1 US Bank NA Callable Note Cont 12/21/2024

2.050% Due 01/21/2025
1,285,000.00 01/16/2020

2.10%
1,282,262.95
1,284,146.08

94.32 5.92%
1,212,013.28
11,707.78

0.38%
(72,132.80)
A2 / A+
A+

1.56 1.48
78016EZ59 Royal Bank of Canada Note

3.375% Due 04/14/2025
540,000.00 04/07/2022

3.39%
539,800.20
539,880.96

96.27 5.59%
519,844.50
3,898.13

0.16%
(20,036.46)
A1 / A
AA1.791.69
06406RBC0 Bank of NY Mellon Corp Callable Note Cont 3/25/2025

3.350% Due 04/25/2025
935,000.00 04/19/2022

3.35%
934,869.10
934,920.62

96.16 5.60%
899,064.21
5,742.46

0.28%
(35,856.41)
A1 / A
AA1.821.72
06367WB85 Bank of Montreal Note

1.850% Due 05/01/2025
939,000.00 07/23/2021

0.85%
973,573.98
955,859.22

93.42 5.67%
877,175.30
2,895.25

0.27%
(78,683.92)
A2 / AAA1.84

1.76 46647PCH7 JP Morgan Chase & Co Callable Note Cont 6/1/2024

0.824% Due 06/01/2025
1,120,000.00 05/24/2021

1.98%
1,121,449.85
1,120,695.65

95.06 6.07%
1,064,713.45
769.07

0.33%
(55,982.20)
A1 / AAA1.92

1.83 46647PCK0 JP Morgan Chase & Co Callable Note Cont 6/23/2024

0.969% Due 06/23/2025
535,000.00 Various

2.11%
535,334.75
535,165.77

94.92 6.08%
507,830.03
115.20

0.16%
(27,335.74)
A1 / AAA1.98

1.89 66815L2J7 Northwestern Mutual Glbl Note

4.000% Due 07/01/2025
800,000.00 06/27/2022

4.01%
799,728.00
799,818.58

96.85 5.69%
774,800.00
16,000.00

0.24%
(25,018.58)
Aaa / AA+
AAA

2.01 1.85
637432NG6 National Rural Utilities Callable Note Cont 8/1/2025

3.250% Due 11/01/2025
700,000.00 04/06/2022

3.21%
701,015.00
700,665.24

95.11 5.51%
665,747.60
3,791.67

0.21%
(34,917.64)
A1 / AA+2.34

2.19 40139LBC6 Guardian Life Glob Fun Note

0.875% Due 12/10/2025
1,100,000.00 Various

1.12%
1,088,890.00
1,093,503.95

89.00 5.76%
979,014.30
561.46

0.30%
(114,489.65)
Aa1 / AA+
NR

2.45 2.35
66815L2A6 Northwestern Mutual Glbl Note

0.800% Due 01/14/2026
650,000.00 12/06/2021

1.47%
632,755.50
639,317.16

89.12 5.45%
579,277.40
2,412.22

0.18%
(60,039.76)
Aaa / AA+
AAA

2.55 2.44
46647PBK1 JP Morgan Chase & Co Callable Note Cont 4/22/2025

2.083% Due 04/22/2026
334,000.00 05/20/2021

2.24%
346,468.22
341,130.65

93.65 5.83%
312,791.67
1,333.47

0.10%
(28,338.98)
A1 / AAA2.81

1.73 6174468Q5 Morgan Stanley Callable Note Cont 4/28/2025

2.188% Due 04/28/2026
550,000.00 05/18/2022

4.94%
519,535.50
528,151.94

93.87 5.77%
516,289.40
2,105.95

0.16%
(11,862.54)
A1 / AA+2.83

1.74 023135BX3 Amazon.com Inc Callable Note Cont 4/12/2026

1.000% Due 05/12/2026
1,655,000.00 05/10/2021

1.09%
1,647,850.40
1,650,904.45

89.90 4.81%
1,487,889.69
2,252.64

0.46%
(163,014.76)
A1 / AA
AA2.872.76
91324PEC2 United Health Group Inc Callable Note Cont 4/15/2026

1.150% Due 05/15/2026
275,000.00 Various

1.08%
275,889.15
275,520.01

90.43 4.75%
248,683.88
404.10

0.08%
(26,836.13)
A3 / A+
A

2.88 2.76
As of June 30, 2023
50 ATTACHMENT 1
334
Holdings Report
City of West Sacramento Consolidated Portfolio - Account #10677 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
89236TJK2 Toyota Motor Credit Corp Note

1.125% Due 06/18/2026
1,130,000.00 06/15/2021

1.13%
1,129,502.80
1,129,705.11

89.41 5.01%
1,010,356.73
459.06

0.31%
(119,348.38)
A1 / A+
A+

2.97 2.85
06051GJD2 Bank of America Corp Callable Note Cont 6/19/2025

1.319% Due 06/19/2026
1,000,000.00 Various

2.23%
1,002,640.00
1,001,577.69

91.60 5.90%
916,019.00
439.66

0.28%
(85,558.69)
A1 / AAA2.97

1.89 57629WDE7 Mass Mutual Global funding Note

1.200% Due 07/16/2026
772,000.00 08/10/2021

1.21%
771,785.72
771,867.66

88.39 5.38%
682,404.76
4,246.00

0.21%
(89,462.90)
Aa3 / AA+
AA+

3.05 2.90
58989V2D5 Met Tower Global Funding Note

1.250% Due 09/14/2026
585,000.00 09/07/2021

1.27%
584,461.80
584,654.86

87.49 5.57%
511,797.20
2,173.44

0.16%
(72,857.66)
Aa3 / AAAA3.21

3.05 931142ER0 Wal-Mart Stores Callable Note Cont 08/17/2026

1.050% Due 09/17/2026
265,000.00 09/08/2021

1.09%
264,499.15
264,677.99

89.28 4.68%
236,599.42
803.83

0.07%
(28,078.57)
Aa2 / AA
AA

3.22 3.08
26442CAS3 Duke Energy Carolinas Callable Note Cont 9/1/2026

2.950% Due 12/01/2026
1,355,000.00 10/28/2022

4.89%
1,258,727.25
1,274,353.01

93.96 4.89%
1,273,164.78
3,331.04

0.39%
(1,188.23)
Aa3 / A
NR

3.42 3.19
59217GER6 Metlife Note

1.875% Due 01/11/2027
845,000.00 01/03/2022

1.90%
844,036.70
844,319.46

89.09 5.30%
752,788.53
7,481.77

0.24%
(91,530.93)
Aa3 / AAAA3.54

3.30 61747YEZ4 Morgan Stanley Callable Note 1X 1/28/2026

5.050% Due 01/28/2027
610,000.00 01/17/2023

5.34%
611,063.70
610,945.75

99.17 5.40%
604,917.48
13,862.25

0.19%
(6,028.27)
A1 / AA+3.58

2.33 808513BY0 Charles Schwab Corp Callable Note Cont 2/3/2027

2.450% Due 03/03/2027
725,000.00 03/01/2022

2.46%
724,796.70
724,850.70

89.58 5.63%
649,433.98
5,822.15

0.20%
(75,416.72)
A2 / AA3.68

3.40 084664CZ2 Berkshire Hathaway Callable Note Cont 2/15/2027

2.300% Due 03/15/2027
1,225,000.00 03/07/2022

2.30%
1,224,767.25
1,224,827.54

93.51 4.21%
1,145,497.50
8,295.97

0.36%
(79,330.04)
Aa2 / AA
A+

3.71 3.47
06051GHT9 Bank of America Corp Callable Note 1X 4/23/2026

3.559% Due 04/23/2027
750,000.00 Various

4.92%
726,688.38
731,137.02

94.81 5.58%
711,054.00
5,041.91

0.22%
(20,083.02)
A1 / AAA3.82

2.61 665859AW4 Northern Trust Company Callable Note Cont 4/10/2027

4.000% Due 05/10/2027
455,000.00 05/05/2022

4.04%
454,262.90
454,431.23

96.34 5.05%
438,334.72
2,578.33

0.14%
(16,096.51)
A2 / A+
A+

3.86 3.50
91324PEG3 United Health Group Inc Callable Note Cont 4/15/2027

3.700% Due 05/15/2027
465,000.00 05/17/2022

3.69%
465,220.50
465,171.21

96.40 4.73%
448,253.03
2,198.42

0.14%
(16,918.18)
A3 / A+
A

3.88 3.54
61747YEC5 Morgan Stanley Callable Note Cont 7/20/2026

1.512% Due 07/20/2027
750,000.00 10/28/2022

6.08%
637,425.00
653,245.64

88.60 5.63%
664,476.00
5,071.50

0.21%
11,230.36
A1 / AA+4.06

2.89 As of June 30, 2023
51 ATTACHMENT 1
335
Holdings Report
City of West Sacramento Consolidated Portfolio - Account #10677 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
14913R3A3 Caterpillar Financial Service Note

3.600% Due 08/12/2027
1,000,000.00 11/02/2022

5.06%
938,730.00
947,136.16

96.26 4.61%
962,618.00
13,900.00

0.30%
15,481.84
A2 / A
A+

4.12 3.72
756109BG8 Realty Income Corp Calllable Note Cont 5/15/2027

3.950% Due 08/15/2027
1,425,000.00 Various

5.42%
1,337,997.25
1,349,772.74

94.97 5.32%
1,353,375.23
21,264.16

0.43%
3,602.49
A3 / ANR4.13

3.68 57636QAW4 MasterCard Inc Callable Note Cont 2/9/28

4.875% Due 03/09/2028
775,000.00 03/06/2023

4.90%
774,248.25
774,295.16
101.13

4.60%
783,765.25
11,754.17

0.25%
9,470.09
Aa3 / A+
NR

4.70 4.03
63743HFG2 National Rural Utilities Callable Note Cont 2/15/28

4.800% Due 03/15/2028
900,000.00 04/10/2023

4.39%
915,975.00
915,264.61

98.86 5.07%
889,756.20
12,720.00

0.28%
(25,508.41)
A2 / AA4.71

4.10 74340XCG4 Prologis LP Callable Note Cont 5/15/2028

4.875% Due 06/15/2028
940,000.00 Various

5.00%
935,026.30
935,033.75

99.09 5.08%
931,482.66
381.88

0.29%
(3,551.09)

NR / NR
NR

4.96 4.35
TOTAL Corporate 34,615,000.00 2.72%
34,257,327.55
34,286,382.06 5.38%
32,494,050.07
212,996.82

10.11%
(1,792,331.99)
A1 / A+
AA2.742.44
LAIF
90LAIF$00 Local Agency Investment Fund State Pool

102,489,767.06 Various

3.26%
102,489,767.06
102,489,767.06

1.00 3.26%
102,489,767.06
760,937.96

31.93%

0.00 NR / NR
NR

0.00 0.00
TOTAL LAIF 102,489,767.06 3.26%
102,489,767.06
102,489,767.06 3.26%
102,489,767.06
760,937.96

31.93%

0.00 NR / NR
NR

0.00 0.00
Local Gov Investment Pool
90CAMP$00 California Asset Mgmt Program CAMP

5,337,268.85 Various

5.20%
5,337,268.85
5,337,268.85

1.00 5.20%
5,337,268.85

0.00 1.65%

0.00 NR / AAA
NR

0.00 0.00
TOTAL Local Gov Investment Pool 5,337,268.85 5.20%
5,337,268.85
5,337,268.85 5.20%
5,337,268.85

0.00 1.65%

0.00 NR / AAA
NR

0.00 0.00
Money Market Fund
262006208 Dreyfus Gov't Cash Management Money Market Fund #289

291,930.77 Various

4.99%
291,930.77
291,930.77

1.00 4.99%
291,930.77

0.00 0.09%

0.00 Aaa / AAA
NR

0.00 0.00
TOTAL Money Market Fund 291,930.77 4.99%
291,930.77
291,930.77 4.99%
291,930.77

0.00 0.09%

0.00 Aaa / AAA
NR

0.00 0.00
As of June 30, 2023
52 ATTACHMENT 1
336
Holdings Report
City of West Sacramento Consolidated Portfolio - Account #10677 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
Municipal Bonds
13063DRK6 California State Taxable GO

2.400% Due 10/01/2024
730,000.00 10/16/2019

1.91%
746,768.10
734,257.09

96.17 5.60%
702,076.77
4,380.00

0.22%
(32,180.32)
Aa2 / AAAA1.26

1.20 TOTAL Municipal Bonds 730,000.00 1.91%
746,768.10
734,257.09 5.60%
702,076.77
4,380.00

0.22%
(32,180.32)
Aa2 / AAAA1.26

1.20 Negotiable CD
33715LCB4 First Technology Federal Negotiable CD

3.400% Due 08/17/2023
248,000.00 08/17/2018

3.40%
248,000.00
248,000.00

99.76 5.23%
247,405.30
323.42

0.08%
(594.70)

NR / NR
NR

0.13 0.13
TOTAL Negotiable CD 248,000.00 3.40%
248,000.00
248,000.00 5.23%
247,405.30
323.42

0.08%
(594.70)

NR / NR
NR

0.13 0.13
Supranational
459058JL8 Intl. Bank Recon & Development Note

0.500% Due 10/28/2025
2,150,000.00 Various

0.60%
2,140,429.05
2,145,265.33

90.76 4.74%
1,951,423.86
1,881.26

0.60%
(193,841.47)
Aaa / AAA
AAA

2.33 2.26
4581X0DV7 Inter-American Dev Bank Note

0.875% Due 04/20/2026
2,175,000.00 04/13/2021

0.97%
2,165,038.50
2,169,413.70

90.21 4.64%
1,962,093.60
3,753.39

0.61%
(207,320.10)
Aaa / AAA
AAA

2.81 2.71
TOTAL Supranational 4,325,000.00 0.78%
4,305,467.55
4,314,679.03 4.69%
3,913,517.46
5,634.65

1.21%
(401,161.57)
Aaa / AAA
AAA

2.57 2.49
US Treasury
912828XX3 US Treasury Note

2.000% Due 06/30/2024
1,925,000.00 09/30/2019

1.60%
1,960,191.41
1,932,403.38

96.70 5.43%
1,861,534.68
104.62

0.58%
(70,868.70)
Aaa / AA+
AAA

1.00 0.97
912828D56 US Treasury Note

2.375% Due 08/15/2024
2,000,000.00 09/18/2019

1.71%
2,062,578.13
2,014,352.46

96.77 5.36%
1,935,390.00
17,845.30

0.60%
(78,962.46)
Aaa / AA+
AAA

1.13 1.08
9128283D0 US Treasury Note

2.250% Due 10/31/2024
2,000,000.00 11/07/2019

1.77%
2,045,234.38
2,012,135.45

96.10 5.31%
1,922,032.00
7,581.52

0.60%
(90,103.45)
Aaa / AA+
AAA

1.34 1.28
91282CDS7 US Treasury Note

1.125% Due 01/15/2025
1,000,000.00 02/02/2022

1.36%
993,125.00
996,399.72

94.04 5.20%
940,391.00
5,189.92

0.29%
(56,008.72)
Aaa / AA+
AAA

1.55 1.49
912828ZC7 US Treasury Note

1.125% Due 02/28/2025
2,000,000.00 03/18/2020

0.81%
2,030,859.38
2,010,383.23

93.73 5.09%
1,874,610.00
7,520.38

0.58%
(135,773.23)
Aaa / AA+
AAA

1.67 1.61
912828ZF0 US Treasury Note

0.500% Due 03/31/2025
2,000,000.00 05/28/2020

0.35%
2,014,140.63
2,005,113.67

92.50 5.03%
1,850,000.00
2,513.66

0.57%
(155,113.67)
Aaa / AA+
AAA

1.75 1.70
912828XB1 US Treasury Note

2.125% Due 05/15/2025
1,000,000.00 04/06/2022

2.78%
980,742.19
988,384.18

94.97 4.97%
949,688.00
2,713.99

0.29%
(38,696.18)
Aaa / AA+
AAA

1.88 1.80
As of June 30, 2023
53 ATTACHMENT 1
337
Holdings Report
City of West Sacramento Consolidated Portfolio - Account #10677 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
91282CAB7 US Treasury Note

0.250% Due 07/31/2025
1,100,000.00 03/12/2021

0.72%
1,077,828.13
1,089,447.91

91.00 4.84%
1,000,957.10
1,147.10

0.31%
(88,490.81)
Aaa / AA+
AAA

2.09 2.03
91282CFP1 US Treasury Note

4.250% Due 10/15/2025
2,400,000.00 10/28/2022

4.37%
2,392,031.25
2,393,824.22

98.88 4.77%
2,373,187.20
21,459.02

0.74%
(20,637.02)
Aaa / AA+
AAA

2.30 2.14
91282CAT8 US Treasury Note

0.250% Due 10/31/2025
400,000.00 03/12/2021

0.79%
390,265.63
395,089.64

90.25 4.71%
361,000.00
168.48

0.11%
(34,089.64)
Aaa / AA+
AAA

2.34 2.27
91282CFW6 US Treasury Note

4.500% Due 11/15/2025
2,400,000.00 11/10/2022

4.27%
2,415,656.25
2,412,399.29

99.48 4.73%
2,387,532.00
13,793.48

0.74%
(24,867.29)
Aaa / AA+
AAA

2.38 2.21
91282CAZ4 US Treasury Note

0.375% Due 11/30/2025
1,250,000.00 03/26/2021

0.77%
1,227,587.89
1,238,406.62

90.27 4.68%
1,128,320.00
397.03

0.35%
(110,086.62)
Aaa / AA+
AAA

2.42 2.35
91282CCW9 US Treasury Note

0.750% Due 08/31/2026
530,000.00 09/23/2021

0.90%
526,252.73
527,594.01

89.19 4.45%
472,693.75
1,328.60

0.15%
(54,900.26)
Aaa / AA+
AAA

3.17 3.06
91282CCZ2 US Treasury Note

0.875% Due 09/30/2026
1,060,000.00 10/18/2021

1.19%
1,044,141.41
1,049,582.65

89.47 4.39%
948,369.28
2,331.42

0.29%
(101,213.37)
Aaa / AA+
AAA

3.25 3.13
91282CDG3 US Treasury Note

1.125% Due 10/31/2026
1,060,000.00 11/15/2021

1.25%
1,053,540.63
1,055,650.91

89.92 4.41%
953,172.14
2,009.10

0.30%
(102,478.77)
Aaa / AA+
AAA

3.34 3.20
912828YQ7 US Treasury Note

1.625% Due 10/31/2026
2,400,000.00 11/02/2022

4.43%
2,156,250.00
2,196,373.46

91.45 4.41%
2,194,874.40
6,570.65

0.68%
(1,499.06)
Aaa / AA+
AAA

3.34 3.18
91282CET4 US Treasury Note

2.625% Due 05/31/2027
600,000.00 06/13/2022

3.41%
578,718.75
583,205.19

93.96 4.32%
563,765.40
1,334.02

0.17%
(19,439.79)
Aaa / AA+
AAA

3.92 3.66
91282CEW7 US Treasury Note

3.250% Due 06/30/2027
1,500,000.00 Various

3.40%
1,490,273.44
1,491,569.16

96.17 4.30%
1,442,578.50
132.48

0.45%
(48,990.66)
Aaa / AA+
AAA

4.00 3.70
91282CFB2 US Treasury Note

2.750% Due 07/31/2027
1,180,000.00 Various

3.00%
1,166,739.07
1,169,070.55

94.28 4.29%
1,112,472.14
13,535.78

0.35%
(56,598.41)
Aaa / AA+
AAA

4.09 3.76
91282CFH9 US Treasury Note

3.125% Due 08/31/2027
3,500,000.00 Various

3.28%
3,474,796.89
3,478,874.78

95.64 4.28%
3,347,284.50
36,557.41

1.05%
(131,590.28)
Aaa / AA+
AAA

4.17 3.81
91282CFU0 US Treasury Note

4.125% Due 10/31/2027
2,400,000.00 11/03/2022

4.42%
2,368,968.75
2,373,039.26

99.48 4.26%
2,387,438.40
16,679.35

0.74%
14,399.14
Aaa / AA+
AAA

4.34 3.90
91282CGC9 US Treasury Note

3.875% Due 12/31/2027
700,000.00 01/25/2023

3.57%
709,679.69
708,840.78

98.60 4.22%
690,183.90

73.71 0.21%
(18,656.88)
Aaa / AA+
AAA

4.51 4.08
91282CGH8 US Treasury Note

3.500% Due 01/31/2028
1,000,000.00 03/14/2023

3.90%
982,578.13
983,615.03

97.11 4.20%
971,055.00
14,599.45

0.30%
(12,560.03)
Aaa / AA+
AAA

4.59 4.12
91282CGP0 US Treasury Note

4.000% Due 02/29/2028
2,900,000.00 02/23/2023

4.16%
2,879,269.53
2,880,665.18

99.26 4.17%
2,878,589.30
38,771.74

0.90%
(2,075.88)
Aaa / AA+
AAA

4.67 4.16
91282CHA2 US Treasury Note

3.500% Due 04/30/2028
2,100,000.00 Various

3.55%
2,095,664.07
2,095,719.53

97.17 4.15%
2,040,609.90
12,383.16

0.63%
(55,109.63)
Aaa / AA+
AAA

4.84 4.37
As of June 30, 2023
54 ATTACHMENT 1
338
Holdings Report
City of West Sacramento Consolidated Portfolio - Account #10677 CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
91282CHE4 US Treasury Note

3.625% Due 05/31/2028
1,500,000.00 06/14/2023

4.00%
1,475,214.84
1,475,365.72

97.81 4.12%
1,467,187.50
4,605.53

0.46%
(8,178.22)
Aaa / AA+
AAA

4.92 4.44
TOTAL US Treasury 41,905,000.00 2.80%
41,592,328.20
41,557,505.98 4.62%
40,054,916.09
231,346.90

12.46%
(1,502,589.89)
Aaa / AA+
AAA

3.08 2.84
TOTAL PORTFOLIO 328,724,264.17 2.14%
327,864,447.51
327,782,708.31 3.10%
322,018,227.33
1,337,488.59
100.00%
(5,764,480.98)
Aa1 / AA
AAA

1.05 0.90
TOTAL MARKET VALUE PLUS ACCRUALS 323,355,715.92
As of June 30, 2023
55 ATTACHMENT 1
339

CITY COUNCIL AGENDA REPORT
MEETING DATE: September 27, 2023 ITEM # 14
SUBJECT:

CONSIDERATION OF RESOLUTION 23-77 APPROVING THE ESCHEATMENT AND

TRANSFER OF UNCLAIMED FUNDS IN ACCORDANCE WITH GOVERNMENT CODE SECTIONS 50050-50057
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Rebecca Robertson, Finance Manager
Finance Department
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
The objective of this report is to provide the City Council with sufficient information to approve the escheatment and transfer of unclaimed funds in accordance with California Government Code Sections 50050-50057.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council adopt Resolution 23-77 approving the escheatment and transfer of unclaimed funds in accordance with California Government Code Sections 50050-50057.

BACKGROUND
The City issues checks on a regular basis in payment of various obligations (payroll, vendor payments, deposit refunds, etc.). Checks are forwarded to the address provided to the City by the payee. Occasionally, checks remain uncashed for an extended period of time or are returned to the City as undeliverable as the address provided is not valid. Typically, a check becomes stale-dated (not honored by the bank) after a period of 180 days from the date of issue. If the payee is located, the original check can be voided and re-issued. In those instances where the City is unable to locate the payee, a process has been developed to provide an additional opportunity for the payee (or legal representative) to come forward and claim the funds and to then transfer any remaining unclaimed funds to the City’s General Fund. This process is called “escheatment” - which is defined as the process of turning over unclaimed or abandoned property to a governmental authority.

California Government Code Sections 50050 through 50056 provide that funds that are not the property of a local agency that remain unclaimed in its treasury for a period of three years become the property of the local agency after notice is provided. The required notice is the publication one time per week for two successive weeks in a newspaper of general circulation. The notice must identify the payee and the amount of money being held, and state that the funds will become the property of the local agency on a designated date not less than 45 days, nor more than 60 days, after the first publication date. After the appropriate notice has been provided, any unclaimed funds become the property of the local agency and the legislative body may transfer the funds to the general fund. Funds under $15.00, or any amount if the depositor’s name is unknown, which remain unclaimed for one year may be transferred by the legislative body to the general fund without the necessity of public notification.

Staff developed an administrative policy addressing the issue of unclaimed monies consistent with the provisions of the California Government Code. In accordance with this policy, staff, on an annual basis, identifies any unclaimed funds which have remained unclaimed for the required three-year period, publishes the required public notice to provide an additional opportunity for the funds to be claimed, and then requests that the City Council authorize the transfer of any unclaimed funds to the City’s General Fund. As an additional measure, the City has created an Unclaimed Funds page on its website which provides information related to the policy and procedure of the City as it relates to unclaimed funds, provides a form and contact information to request payment of previously unclaimed funds, and provides the list of unclaimed funds that will be escheated if not claimed by the deadline. The City’s data portal accessible from the City’s website also provides dynamic outstanding check data (customizable view by the user) in near real-time. 340
Unclaimed Funds Escheatment
September 27, 2023

Page 2 ends
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