HomeMy WebLinkAbout25F - AGMT FOR FINANCIAL ADVISORYREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
JULY 7, 2020
TITLE
APPROVE AN AGREEMENT WITH
URBAN FUTURES, INC. FOR A
TOTAL AMOUNT NOT TO EXCEED
$155,000 TO PROVIDE FINANCIAL
ADVISORY AND DISSEMINATION
ETC] 4.III I&9=I:11YIs] *9
(GENERAL FUND AND NON -GENERAL
FUND)
/s/ Kristine Ridge
CITY MANAGER
:7xd01LTA ILTA IAki11111A1111Ve«II[IIII7ki1
CLERK OF COUNCIL USE ONLY:
_••e•
❑ As Recommended
❑ As Amended
❑ Ordinance on 1 s' Reading
❑ Ordinance on 2ntl Reading
❑ Implementing Resolution
❑ Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Authorize the City Manager to execute an agreement with Urban Futures, Inc. for financial advisory
and dissemination agent services beginning July 7, 2020 through June 30, 2023, with provisions
for a three-year professional services agreement and with two one-year renewal options, in an
amount of $31,000.00 per year for a total amount not to exceed $155,000 for the period July 1,
2023 through June 30, 2025, subject to non -substantive changes approved by the City Manager
and City Attorney.
DISCUSSION
On a periodic basis, the Finance and Management Services Agency (FMSA) evaluates the
financial impact of various complex and special projects (Projects). In certain instances, a
consultant with a specific knowledge and/or skill is required to assist FMSA staff with evaluation
of certain tasks.
A consultant is also necessary to assist staff in filing financial information to both government
regulatory agencies and investors. The filings are required as a condition of the City issuing debt
(i.e. bonds, private placements, etc.).
During the upcoming fiscal year, staff anticipates evaluating the financial impacts of the following
projects/tasks:
Financial Advisory
Bond Financing
Evaluate refunding opportunities
Determination if the City should issue debt rather than utilize existing cash for the
purposes of capital projects
On -Call Financial Advisory Services
25F-1
Agreement with Urban Futures, Inc. for Financial Advisory and Dissemination Agent Services
July 7, 2020
Page 2
o Assist with finalizing recommendations for the unfunded pension liability
o Feasibility studies related to city assets
o Evaluate City's existing financial policies
Dissemination Agent Services
As noted, the City bond covenants requires annual filing to a regulatory database referred to as
Electronic Municipal Market Access (EMMA). Specifically the reports filed via the EMMA
database disclose the following:
o City's financial statement audit and/or budget information
o Revenues and/or expenditures related to the specific debt issuance
o Interim reports disclosing significant events material to the City's existing debt
issuance
Request for Proposal Process (RFP)
On February 19, 2020, FMSA issued a Request for Proposal (RFP) No. 20-002 seeking a
municipal advisor to provide the following services:
• Municipal Financial Advisory
o Advisory Services (non -bond financing related)
o Advisory Services (related to bond financing)
• Dissemination Agent Services
A summary of the RFPs and offers received is as follows:
398 Vendors were notified
14 Vendors downloaded the proposal
4 Santa Ana vendors notified
4 Proposals received
Outreach Efforts
The Purchasing Division advertised this project on the City's online bid management and
publication system, which directly notified four Santa Ana vendors, none of which submitted a
proposal for consideration.
The City received four (4) responses from firms wishing to provide the above -referenced
services. The evaluation committee consisting of staff from FMSA evaluated the proposals
based on the following categories:
• Firm Qualifications
• Staff Qualifications
• Proposed Work/Plan Approach
• Cost Proposal (reasonableness of cost)
The evaluation process consisted of review of each firm's response, interview of the top two (2)
firms, and request for supplemental information. After careful consideration of these items, staff
selected Urban Futures, Inc. (UFI) as the most responsive proposal.
25F-2
Agreement with Urban Futures, Inc. for Financial Advisory and Dissemination Agent Services
July 7, 2020
Page 3
Key highlights of UFI's proposal include:
Advisors and consultants include former executive level municipal employees, such as
City Managers, City Attorneys, and Finance Directors. Their prior experience working in
municipalities provides the firm a unique perspective in how to assist staff in addressing
the City current and future challenges (i.e. financial advisory)
Key highlights of UFI's proposal include (continued):
• The firm also employs former investment professionals to support the City in evaluating
issuance and/or refunding opportunities
• Assistance in evaluating the City's existing policies including but not limited to continuing
disclosure and debt management
• Review of the City's financial forecast (General Fund) along with its existing revenue
streams and cost drivers
• Coordination of the financing team involved with issuing debt to ensure maximum debt
coverage along with debt service savings
• Timely filing of the City's various continuing disclosure filings via EMMA and other
regulatory agencies
UFI has been providing services to the City since 2013 in its capacity as financial advisor during
debt issuances, pension analysis, along with dissemination agent services. Because of UFI's
efforts, the City was able to achieve significant savings as a result of refinancing its Successor
Agency and Gas Tax debt.
Upon approval, UFI in its capacity as financial advisor will serve a major role in evaluating the
financial impact of projects that materially affect the city's economic future. Specifically in
determining the feasibility in issuing pension obligation bonds, refunding existing debt to achieve
debt service savings and providing investors and regulatory agencies current and accurate
financial information of the City.
With approval of this action, UFI will also take part in performing due diligence, by conducting an
RFP process, recommending the team of investment professionals (attorneys, underwriter, fiscal
agent, consultants) who will assist the City with the process in issuing debt. With each debt issue,
staff will return to the City Council with a contract amendment for the financial advisors fee for that
specific debt issuance using the rates in this agreement.
FISCAL IMPACT
Funds are available by the provided services as follows:
25F-3
Agreement with Urban Futures, Inc. for Financial Advisory and Dissemination Agent Services
July 7, 2020
Page 4
Financial Advisor non -debt issuance related):
Fiscal
Accounting
Year
Unit -Account #
Fund Description
Account Description
Amount
FY 20-21
01110100-62300
General Fund
Contract Services -
$25,400
Professional
FY 21-22
01110100-62300
General Fund
Contract Services -
$25,400
Professional
FY 22-23
01110100-62300
General Fund
Contract Services -
$25,400
Professional
FY 23-24
01110100-62300
General Fund
Contract Services -
$25,400
Professional
FY 24-25
01110100-62300
General Fund
Contract Services -
$25,400
Professional
Total
$127,000
Extension Option Period
Fiscal
Accounting
Fund Description
Account Description
Amount
Year
Unit -Account #
FY 23-24
01110100-62300
General Fund
Contract Services -
$25,400
Professional
FY 24-25
01110100-62300
General Fund
Contract Services -
$25,400
Professional
Total
$50,800
Dissemination Agent Services
Funds are available annually for the following debt(s) (FY 2020-21 through FY 2022-23 fiscal years)
and during the extension period: FY 2023-24 thru FY 2024-25 2 ears as follows:
Fiscal
Accounting
Fund Description
Account Description
Amount
Year
Unit -Account #
FY 20-21
06017640-62300
Water
Contract Services -
$1,000
Professional
FY 20-21
10117601-62300
Pub Wks-Admin &
Contract Services -
$1,250
Planning
Professional
FY 20-21
02917021-62300
Special Gas Tax
Contract Services -
$1,000
Professional
25F-4
Agreement with Urban Futures, Inc. for Financial Advisory and Dissemination Agent Services
July 7, 2020
Page 5
FY 20-21
67018843-62300
COSA RDA
Contract Services -
$2,350
Professional
Fiscal
Accounting
Fund Description
Account Description
Amount
Year
Unit -Account #
FY 21-22
06017640-62300
Water
Contract Services -
$1,000
Professional
FY 21-22
10117601-62300
Pub Wks-Admin &
Contract Services -
$1,250
Planning
Professional
FY 21-22
02917021-62300
Special Gas Tax
Contract Services -
$1,000
Professional
FY 21-22
67018843-62300
COSA RDA
Contract Services -
$2,350
Professional
FY 22-23
06017640-62300
Water
Contract Services -
$1,000
Professional
FY 22-23
10117601-62300
Pub Wks-Admin &
Contract Services -
$1,250
Planning
Professional
FY 22-23
02917021-62300
Special Gas Tax
Contract Services -
$1,000
Professional
FY 22-23
67018843-62300
COSA RDA
Contract Services -
$2,350
Professional
FY 23-24
06017640-62300
Water
Contract Services -
$1,000
Professional
FY 23-24
10117601-62300
Pub Wks-Admin &
Contract Services -
$1,250
Planning
Professional
FY 23-24
02917021-62300
Special Gas Tax
Contract Services -
$1,000
Professional
FY 23-24
67018843-62300
COSA RDA
Contract Services -
$2,350
Professional
FY 24-25
06017640-62300
Water
Contract Services -
$1,000
Professional
FY 24-25
10117601-62300
Pub Wks-Admin &
Contract Services -
$1,250
Planning
Professional
FY 24-25
02917021-62300
Special Gas Tax
Contract Services -
$1,000
Professional
FY 24-25
67018843-62300
COSA RDA
Contract Services -
$2,350
Professional
Total
$28,000
Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management
Services Agency
Submitted by: Kathryn Downs, CPA, Executive Director — Finance and Management
Services Agency
25F-5
Agreement with Urban Futures, Inc. for Financial Advisory and Dissemination Agent Services
July 7, 2020
Page 6
Exhibits: 1. Agreement with Urban Futures, Inc.
2. Response to RFP 20-002 — Urban Futures, Inc.
25F-6
AGREEMENT WITH URBAN FUTURES, INC. TO PROVIDE
FINANCIAL ADVISORY AND DISSEMINATION AGENT SERVICES
THIS AGREEMENT is made and entered into this Th day of July, 2020, by and between
Urban Futures, Inc., a California corporation ("Consultant") and the City of Santa Ana, a charter
city and municipal corporation organized and existing under the Constitution and laws of the State
of California ("City").
ECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
municipal financial services.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject
to the terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required to fully
and adequately complete the services described and set forth in its Proposal dated March 12, 2020,
(Exhibit A), attached hereto and incorporated by reference. Specifically, Consultant will act as
financial advisor to the City, evaluating the financial impact of projects that materially affect thng
e
city's economic future, including the feasibility in issuing a pension obligation bonds, refundi
existing debt to achieve debt service savings and providing investors along with refunding
ory
agencies true, current and accurate financial information of the City, Consultant will also act as
the financial advisor for the City when issuing of debt, and will also take part in performing due
diligence, by conducting an RFP process, recommending the team of investment professionals
(attorneys, underwriter, fiscal agent, consultants) who will assist the City with the process in
issuing debt.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit A. The annual sum to be expended under
this Agreement shall not exceed $31,000.00 per year, and the total stun expended
shall not to exceed $155,000.00 during the entire term of this Agreement (including
optional renewals).
25F-7 Page 1 of
b. Payment by City shall be made within 45 days (forty-five) days following receipt
of proper invoice evidencing work performed, subject to City accounting
procedures. Payment need not be made for work which fails to meet the standards
of performance set forth in the Recitals which may reasonably be expected by City..
3. TERM
This Agreement shall commence on the date first written above and continue through June
30, 2023, unless terminated earlier in accordance with Section 15, below. The term of this
Agreement may be extended for two additional one (1) year extensions upon a writing executed
by the City Manager and the City Attorney.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse; or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
at
Consultant represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to Documents
& Data which were provided to Consultant by the City. City shall not be limited in any way in its
use of the Documents and Data at any time, provided that any such use not within the purposes
intended by this Agreement shall be at City's sole risk.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
25F-8 Page 2 of 8
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of Consultant's operations in the performance of this
Agreement, including, without limitation acts involving vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
and representatives as additional insured(s); (b) be primary and not contributory
with respect to insurance or self-insurance programs maintained by the City; and
(c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section
3700 of the Labor Code, Consultant; if Consultant has any employees, is required
to be insured against liability for worker's compensation or to undertake self-
insurance. Prior to commencing the performance of the work under this Agreement,
Consultant agrees to obtain and maintain any employer's liability insurance with
limits not less than $1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
i. Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
ii, Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
iii. Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City.
iv. Where the amounts or coverage provided by the certificates of insurance
provides coverage greater than those listed by this Agreement, the amounts
provided by the certificates of insurance shall be incorporated by reference
into the Agreement.
v. Consultant shall supply City with a fully executed additional insured
endorsement.
f. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to forthwith terminate this Agreement. Such termination shall not affect
Consultant's right to be paid for its time and materials expended prior to notification
of termination. Consultant waives the right to receive compensation and agrees to
25F-9 Page 3 of
indemnify the City for any work performed prior to approval of insurance by the
City.
7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial
or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant
further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
fees and costs for special counsel to be selected by the City; regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement. City may make all reasonable
decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity
shall be limited, to the extent required by Civil Code Section 2782,8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers; agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Consultant to the City pursuant to this Agreement.
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to the
costs incurred under this Agreement and any services, expenditures, and disbursements charged to
the City for a minimum period of three (3) years, or for any longer period required by law, from
the date of final payment to Consultant under this Agreement. All such records and invoices shall
be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and
make transcripts or copies of such records and any other documents created pursuant to this
Agreement during regular business hours. Consultant shall allow inspection of all work, data,
documents, proceedings, and activities related to this Agreement for a period of three (3) years
from the date of final payment to Consultant under this Agreement.
25F-10 Page 4of8
10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Consultant without reference to information disclosed by the
City.
11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under this
Agreement.
12. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, age; national origin, ancestry, or disability, as defined and prohibited by
applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
employment related activities. Consultant affirms that it is an equal opportunity employer and shall
comply with all applicable federal, state and local laws and regulations,
13, EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
of this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Consultant. The parties agree that any
terms or conditions of any purchase order or other instrument that arc inconsistent with, or in
addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
25F-11 Page 5of8
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other consultants retained by City.
15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, the City Manager may require Consultant to
deliver to the City all work product(s) completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Consultant consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. JURISDICTION --VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
Permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
25F-12 Page 6 of 8
Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
19. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City frilly, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
20. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
Copies to:
City Manager
City of Santa Ana
20 Civic Center Plaza (M-31)
P.O. Box 1988
Santa Ana, California 92702
Fax:714-647-6954
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax:714-647-6515
25F-13 Page 7of8
To Consultant:
Urban Futures, Inc.
17821 E. 171h Street, Suite 245
Tustin, CA 92780
ATTN: Michael Busch, CEO
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST: CITY OF SANTA ANA:
DAISY GOMEZ KRISTINE RIDGE
Clerk of the Council City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO URBAN FUTURES,
City Attorney
Lisa E. Storck Mi Busch
Assistant City Attorney Chief Executive Officer
RECOMMENDED FOR APPROVAL:
Katht�eg �bw�r
Kathryn Downs, Executive Director
Finance and Management Services
25F-14 Page 8 of
EXHIBIT A
City of Santa Ana, California
Proposal for Municipal Financial Advisory Services
5. Cost Proposal
March 12, 2020
Provided below is our cost proposal. UFI's cost proposal shall remain valid for a minimum of 180 days
following submission of the RFP.
i. Hourly rates
UFI is available on a time and materials or hourly basis to provide Hourly Rate Schedule
services such as long-term financial forecasts, evaluation of the Position Rate
City's financial model, special fiscal studies, etc. To the right are CEO/President $350
the hourly rates of proposed positions; typically, most of the Managing Director $325
work is completed by Managing Directors and Directors. Director $300
ii. Services subject to a flat rate
Municipal Advisor Bond Transaction Fees
The schedule of our municipal advisory fees, which are flat -rate, contingent fees for bond financings is
provided below.
UFI M
Fee Schedule
Districts & Community Facilities
Certificates of Participation, Lease Revenue,
Utility Revenue, Tax Allocation Bonds
Tax and Revenue Anticipation Notes
Private Placements/Loans
Obligation Bonds
Pension Obligation Bonds
Federally Subsidized Bonds/Notes
(1) Dependent upon scope of bond issue.
$35,000
$35,000
$30,000
$25,000
$50,000
$50,000 - $100,0001
$45,000
Our fees for financial advisory services on bond issuances are contingent on the success of the financing,
and billing is at the end of the transaction. Our fee for municipal advisory services is exclusive of out-of-
pocket expenses such as travel, data recovery, third party data fees, and internal compliance
requirements. Out-of-pocket expenses will not exceed $1,000 on any transaction.
Dissemination Agent Fees
Continuing Disclosure
Our annual fees for the preparation of Continuing Disclosure Annual Reports to satisfy all requirements
are stated below:
IfUFI
25F-15
17
City of Santa Ana, California
Proposal for Municipal Financial Advisory Services March 12, 2020
:• • TRANSACTION TYPE• • •
Tax Allocation Bonds $1,550 $500
Certificates of Participation, Lease
Revenue, Pension Obligation,
General Obligation, Industrial
Development $1,000 $500
Community Facilities and Assessment
Districts $1,250 $500
Utility Revenue $1,000 $500
Private Placement Loans and Notes
With No Table Requirements $150 $150
Annual Debt Transparency Reporting
Our fees for the preparation of Annual Debt Transparency Reports for new and existing issues are
provided below.
Yearone
Fee
Total Annual Debt Transparency Report Fee Per Bond Issue $600 $175
Arbitrage Rebate Calculations
Should the City require arbitrage rebate calculations, our fee will be as provided below.
Total Arbitrage Rebate Calculation Fee Per Bond Issue, Per Year $600
iii. Identify services that are deemed negotiable; and
Given that working with the City is of highest priority to our firm, we are open to negotiating our fees
should the City find it necessary.
iv. Provide cost scenarios that would assist in evaluating your cost structure: a refinancing, a general bond
issuance, etc.
Please refer to our Municipal Advisory fee schedule in question ii above, which provides various fees by
type of bond financing.
-/ UFI
25F-16
18
UFI Agreement
Final Audit Report
Created:
2020-06-24
By:
Kristin Andrade (kandrade@santa-ana.org)
Status:
Signed
Transaction ID:
CBJCHBCAABAAD8DZu64GPRK1i4UOYDxpnMVR2DveiZtJ
"UFI Agreement" History
j Document created by Kristin Andrade (kandrade@santa-ana.org)
2020-06-24 - 2:50:58 PM GMT- IP address: 98.153.69.210
C� Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature
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5 Email viewed by Kathryn Downs (kdowns@santa-ana.org)
2020-05-24 - 3:57:36 PM GMT- IP address: 184.181.108.147
2020-06-24
bo Document e-signed by Kathryn Downs (kdowns@santa-ana.org)
Signature Date: 2020-06-24 - 3:57:52 PM GMT - Time Source: server- IP address: 184.181.108.147
0 Signed document emailed to Kathryn Downs (kdowns@santa-ana.org) and Kristin Andrade (kandrade@santa-
ana.org)
2020-06-24 - 3:57:52 PM GMT
Adobe Sign
25F-17
EXHIBIT 2
URBAN FUTURES, INC.
Public Finance Group
Public Management Group
Southern California Office
17821 E. 17 h Street, Suite 245
Tustin, CA 92780
Bus: (714) 283-9334
Fax: (714) 283-5465
Northern California Offices
455 Hickey Blvd, Suite 515
Daly City, CA 94015
Bus: (650) 503-1500
1470 Maria Lane, Suite 315
Walnut Creek, CA 94596
Bus: (925) 478-7450
Fax: (925) 478-7697
City of Santa Ana
Request for Proposals for
Financial Advisory and
Dissemination Agent Services
RFP 20-002
March 12, 2020
25F-18
Proposal Cf f
I.AKreennent Statement .............................................................................................................................. Z
3.Firm and Team Experience ....................................................................................................................... Z
4.Proposed Work Plan ............................................................................................................................... 10
5. Cost Proposal .......................................................................................................................................... 17
6. Certifications (/Q77\CMK8ENTS).............................................................................................................. 19
Appendix A:Professional Biographies —UF|Team Members ................................................................ Arl
����-U��
������
VUFYFinancial Solutions
Kathryn Downs, Executive Director, Finance
City of Santa Ana — Finance and Management Services Agency
20 Civic Center Plaza I Santa Ana, CA 92701
Re: RFP for Municipal Advisor Services
Dear Ms. Downs,
Urban Futures, Inc. (UFI) is pleased to submit this proposal to provide municipal financial advisory (bond
and non -bond financing related) and dissemination agent services to the City of Santa Ana (the City). We
believe that UFI is uniquely positioned to fulfill the City' entire Scope of Work as a single firm through our
two divisions —the Public Management Group and the Public Finance Group —that will work
synergistically to craft solutions for multiple aspects of the City's finance -related needs. We are grateful
to have had the opportunity to advise the City over the past seven years on a variety of different
engagements, including bond financings, consulting assignments, as well as serving as dissemination
agent. We are committed to delivering a top-notch work product as we have demonstrated on previous
engagements.
Comprised of financial advisors and consultants that are former city finance directors, assistant city
managers, city attorneys, public finance investment bankers, and rating agency analysts, UFI has the
capability to provide solutions for multiple aspects of our clients' finance -related issues. Our unique
combination of qualifications and resources ensure value-added service to the City at a reasonable cost.
UFI, a C-Corporation incorporated in California, has been a leader in providing financial advisory services
since 1972 to over 300 public agencies throughout California. UFI has ranked as the top financial advisory
firm in California since 2017 as measured by the number of deals completed. We are also ranked #1 for
General Fund Debt General Obligation Bonds, Tax Allocation Bonds, and Pension Obligation Bonds and
ranked in the Top 3 for Land -Secured transactions. We are in the market virtually every week, and we
have a proven track record of advocating on behalf of our clients (through strong relationships with
underwriters, bond counsels, rating agencies, and bond insurers) to extract every basis point of savings.
Continuing our work with the City is of highest priority to the firm, and we are committed to dedicating
as much of the firm's resources to the City's assignments as necessary. In addition to myself, I will have
two senior -level staff and additional support staff working on the City's engagement. We look forward to
continuing to work with you. If you have any questions or need additional information, please do not
hesitate to contact me.
Sincerely,
k4
Michael Busch, Chief Executive Officer
Urban Futures, Inc.
Michaelb@urbanfuturesinc.com
(714) 283-9334 Office 1 (714) 316-6150 Cell
25F-20
City of Santa Ana, California
Proposal for Municipal Financial Advisory Services
2. Agreement Statement
March 12, 2020
UFI has reviewed the Standard Agreement of this RFP in Exhibit 1 and we concur with all provisions.
3. Firm and Team Experience
a. Firm Qualifications
i. Company background
Since 1972, UFI has provided municipal advisory services to California cities, counties, special districts,
schools, community colleges, and non -profits. UFI is one of the top municipal advisory firms in the State,
having led more transactions than any other firm over the past three years.
We are registered as an Independent Registered Municipal Advisor (IRMA) with the Municipal Securities
Rulemaking Board (MSRB) and the Securities and Exchange Commission (SEC). We are staffed with 21
professionals in three California office locations: Tustin (12), Daly City (2), and Walnut Creek (7). We are
assigning a total of five financial advisors to work directly on this engagement. Our financial advisory
professionals have passed the MSRB Series 50 Municipal Advisor Representative examination.
UFI is a California -based, California -focused firm. What differentiates us from our peers is the
comprehensive municipal servicesthatwe provideto our clients, making us a "one -stop shop" forfinancial
solutions. Rather than seeking different consultants to address discrete financial issues on a piecemeal
basis, clients engage our firm to provide them with services ranging from municipal advisory assignments
for issuance of bonds to pension and OPEB modeling. We can produce an accurate picture of an agency's
current financial status, a long-term projection of its financial performance, and a fiscal sustainability plan
that includes revenue measures and expense reductions (including management of pension liabilities).
We help staff evaluate and implement various financing options for priority projects (including bonds,
revolving lines of credit, and State and Federal loan programs) and refinancing opportunities, and we
provide post -issuance compliance services.
UFI provides these services through its two main divisions:
Public Finance Division supports the issuance of debt including lease revenue bonds, water and
sewer revenue bonds, certificates of participation, general obligation bonds, special tax and
benefit assessment bonds, tax allocation bonds, pension obligation bonds, and privately placed
loans.
Public Management Division' offers fiscal sustainability planning, financial forecasting, special
studies, and performance improvement services, including pension & OPEB modeling.
• Analytics and Compliance Group' provides services related to continuing disclosure,
arbitrage rebate, and CDIAC reporting compliance.
Our clients have put their trust in UFI over its 47-year history. In many cases, UFI has been on the leading
edge of municipal advisory activities and public finance management. We are the only municipal advisory
firm in the nation to lead a municipality through a chapter 9 bankruptcy having restructured debt and
pension obligations as well as successfully issued two insured utility bonds while in bankruptcy. In
anticipation of the impact of growing pension liabilities on municipal budgets, UFI created the Pension
' Non -MA Services
VUH
25F-21
City of Santa Ana, California
Proposal for Municipal Financial Advisory Services March 12, 2020
Focus Group comprised on municipal agencies, UFI and CaIPERS staff. As the leader in pension analysis
and modeling, UFI has been engaged by several municipalities to prepare 10-year financial forecasts with
the goal of charting the fiscal course, which includes debt management, through what is believed to be a
challenging period for public agencies ahead.
it. Company ownership
UFI is structured as a C-Corporation, incorporated in California in May 1972, and wholly owned by
Michael Busch.
iii. Point of contact
Michael Busch will serve as UFI's point of contactfor this engagement. His contact information is provided
below.
iv. SEC Registration
UFI's registration number with the Municipal Securities Rulemaking Board (MSRB) is K0256, and our
registration number with the Securities and Exchange Commission (SEC) is 867-00395. The City may
electronically access our firm's most recent Form MA and each most recent Form MA-1 filed with the
Commission at the followingwebsite: www.sec.gov/edgar/searchedgar/companysearch.html.
v. Types of financial advisory services provided to comparable California municipal clients
UFI serves as municipal advisor on more bond transactions in California than any other firm. Since January
1, 2018, UFI has assisted California municipal clients in the completion of almost 300 bond transactions.
We take pride in being able to offer our clients comprehensive services including bond financings as well
as long-term financial forecasting, fiscal sustainability planning, and strategies for addressing pension and
OPEB liabilities. The cities that engage us for multiple services benefit from the efficiencies and synergies
created as a result of understanding the city's entire financial picture and goals. Recent examples of
clients where we are currently providing comprehensive services include the Cities of Orange, Azusa,
Pomona, Inglewood, Lake Elsinore, Desert Hot Springs, Beaumont, and Culver City.
Since 2018, UFI assisted California municipal clients in the completion of 38 general fund and successor
agency tax allocation bond issues, more than any other municipal advisory firm. In addition, since 2016,
we've advised on more pension obligation bonds than any other firm.
Top Municipal Advisors for California Tax Allocation Debt Top Municipal Advisors for California General Fund Debt
Source: SDC Platinum (Thomson Reuters) Source: SDC Platinum (Thomson Reuters)
VUR
25F-22
City of Santa Ana, California
Proposal for Municipal Financial Advisory Services
March 12, 2020
Provided below are case studies that illustrate UFI's experience with relevant transactions similar to those
the City may execute.
General Fund & Tax Allocation Bonds
San Ramon 2019 Certificates of Participation— In 2019, UFI served as municipal advisor to the City of San
Ramon on the issuance of $20,990,000 2019 Certificates of Participation (COP's), issued to fund multiple
capital improvement projects. The City of San Ramon has been a client of UFI for over ten years. In the
two years leading up to the COP issuance, we provided the City with a variety of structuring options and
made multiple presentations to staff and City Council.
At the time of the financing, the municipal market was experiencing historical interest rate lows, and we
knew that it would benefit the City to price the COP's as soon as possible. Accordingly, we led the
financing team towards completing the transaction, from kick-off to closing, in 11 weeks. UFI also took
the lead on developing the rating presentation and requesting that the Standard & Poor's (S&P) rating
analysts meet with staff in person at City Hall (the leased asset for the transaction). We highlighted the
City's robust local economy, healthy liquidity and budget flexibility, strong budget performance, good
financial management, and manageable debt and contingent liabilities. S&P assigned a rating of AA+ to
the COP's, the highest achievable rating for General Fund lease revenue transactions.
Armed with this top-notch rating, a strong issuer name, and a favorable interest rate environment, UFI
encouraged the underwriter to release a scale to investors on the morning of pricing that was even more
aggressive than the preliminary scale. The bonds had a very strong reception, and the underwriters were
able to improve on some maturities while taking some of the maturities back to the preliminary scale.
Ultimately, we were confident that the City extracted every basis point out of the pricing. The financing
resulted in a 2.66% TIC for a 20-year borrowing and allows the City to complete projects that have been
prioritized by City Council.
Oakland Successor Agency 2018 Tax Allocation Refunding Bonds— In 2018, UFI served as municipal
advisor on the Oakland Redevelopment Successor Agency's Subordinated Tax Allocation Refunding Bonds,
Series 2018-TE and Series 2018-T (Federally Taxable), issued to refund, for savings, the outstanding
Coliseum Redevelopment Project Tax Allocation Bonds, Series 200613-TE, and Subordinated Housing Set
Aside Revenue Bonds, Series 2011A-T (Federally Taxable). The financing team worked diligently to price
this transaction only 13 weeks after the kick-off meeting.
To achieve the lowest cost of borrowing and maximize savings to the Agency and taxing entities (including
the City), UFI led the effort to achieve a rating upgrade from S&P for the 2018 and 2015 TABS by
highlighting the significant AV growth in the Project Areas since 2015, the extremely strong all -in debt
service coverage, the resiliency of the credit as evidenced by the ability to sustain an AV loss of 55% ($11.5
billion) and still maintain 1x debt service coverage, the major developments coming online, and the
amended ROPS covenant that requires the Agency to request at least 50% of total bond year debt service
from the January 2 RPTTF distribution. Ultimately, S&P upgraded the 2018 and 2015 Bonds by three
notches from "A-" to "AA-", which drastically improved savings by lowering borrowing rates, avoiding the
cost of purchasing bond insurance, and allowing for a stand-alone surety for the Debt Service Reserve
Fund.
Since the Agency's debt sharply drops off beginning in 2022, at which point the taxing entities would see
a significant increase in residual revenues, the refunding was structured with upfront savings to maximize
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25F-23
City of Santa Ana, California
Proposal for Municipal Financial Advisory Services March 12, 2020
cash flow in the years with the most meaningful impact on the City's general fund. The refinancing
shortened the final maturity of the debt by 2 years to keep the overall economics comparable to a
proportional savings structure.
On the day of pricing, UFI encouraged the underwriter to go out with aggressive rates, resulting in credit
spreads on the final pricing representing the lowest spreads of any TAB sold to date. The refunding
generated total cash flow savings of $27.7 million and net present value savings of $15.11 million, or over
27% of refunded par. The front -loaded savings structure resulted in an average annual cash flow savings
of $4.76 million in each of 2019, 2020 and 2021 and $1.6 million in 2022. The City's share of the increased
residual RPTTF revenues is estimated to be almost $1.4 million in each of 2019, 2020 and 2021 and
$470,000 in 2022.
Water/Wastewater Experience
City of Culver City Wastewater Facilities Revenue Bonds— UFI advised the City of Culver City on the sale
of its 2019 A Wastewater Facilities Revenue Bonds, which were issued to refund existing bonds and
finance $12 million of capital improvements. UFI was selected as municipal advisor by the City in June
2019 via a competitive bid process. Once selected as municipal advisor, we assisted the City in issuing
RFPs for bond/disclosure counsel and making selections of those firms.
UFI worked diligently with the City to identify capital projects to be debt financed. At the time of the sale,
the City maintained a large amount of excess cash reserves. UFI advised the City on an appropriate
reserves level and advised on how to use excess cash for its capital spending program and to address the
pension liability allocated to its wastewater enterprise. UFI was instrumental in the credit analysis and
structuring of the issues. Given the large variances in payments the City makes to the City of Los Angeles
for wastewater treatment, UFI helped to structure the 2019 Bonds to maintain target coverage in line
with S&P's fixed -charge coverage methodology. The efforts resulted in the rating being affirmed at AA -
and a successful sale.
Pension Obligation Bond Experience
City of Glendora Pension Obligation Bonds (POBs) — In 2019, through a competitive process UFI was
engaged as municipal advisor to the City of Glendora. The scope of services included the development of
a pension amortization model to quantify an appropriate par amount for the bonds based on the City's
$64 million liability, assisting in the strategy of credit and on the development of the credit presentation,
and advising on the pricing of the bonds.
In August 2019, the City's Series 2019 Pension Obligation Bonds were awarded a natural "AAA" rating
from S&P. To put this into perspective, there are only 16 "AAA" rated cities in California and only 8 "AAA"
rated city -issued POBs in California.
The taxable bonds priced at historically low interest costs with a final True Interest Cost (TIC) of 2.81%.
The savings to the City's pension obligation as a result of the bond sale is estimated at $33 million.
vi. Debt issuance expertise
We are privileged to have had the opportunity to serve the City as municipal advisor on multiple bond
financings. Since 2014, we have served on three financings for the City for a total of $133 million of par.
Most recently we served as advisor on the 2019 Gas Tax Bonds refunding. As part of that financing, UFI
led a process resulting in the State Controller's Office approval of the refunding of the previous gas tax
COPS. Prior to the 2019 financing, we advised on the 2018 Tax Allocation Bond refunding, and the 2014
VUH
25F-24
City of Santa Ana, California
Proposal for Municipal Financial Advisory Services March 12, 2020
Water Revenue Bond financing. We are knowledgeable of the City's debt portfolio, pension liabilities, and
overall financial condition. We believe our background and prior experience with the City enables us to
offer unique expertise on any of its upcoming debt financing transactions.
City of Santa Ana Debt Profile
Currently, the City of Santa Ana has the following bonds outstanding:
20196onds
12/10/2019
$41,885,000
4.00%-5.00%
Tax -Exempt
1/1/2040
1/1/2029@Par
Total Gas Tax
$41,885,000
19946onds
03/23/1994
$19,300,000
6.25%
Tax -Exempt
7/1/2024
Non -Callable
2014 Bonds (Private Placement)
06/18/2014
$25,140,000
3.32%-3.75%
Tax -Exempt
1/1/2028
7/1/2019 @ 102, DTP'
Capital Leases
05/05/2015
$3,020,229
3.12%
`
2025
`
2011 LED Street Light Agreement
$1, 120,874
2028
`
201 HHolman Capital Agreement
05/2212015
$683,691
3.00%
2025
`
2017 Holman Capital Agreement
06/05/2017
$1, 126,640
3.10%
'
2025
`
2017 Streetlight Acquisition
04/04/2017
$7,052,662
3.30%
2030
`
Total General Fund
$57,444,096
Tax Allocation Bonds
2018A Bonds
11/08/2018
$10,775,000
4.00%-5.00%
Tax -Exempt
9/1/2031
9/1/2028@Par
2018E Bonds
11/08/2018
$58,705,000
3.346% - 4.017%
Taxable
9/1/2028
Non -Callable
Total Tax Allocation Bonds
$69,480,000
Water Revenue Bonds
2014 Bonds
08/07/2014
$12,280.000
3.50 % - 5.00 %
Tax -Exempt
9/1/2031
9/1/2024 @ Par
Total Water Revenue Bonds
$12,280,000
2016 Bonds
07/27/2016
$1,380,000
2.00%-3.00%
Tax -Exempt
9/2/2036
3/2/2017@ 103. DTP
Total Special Assessment
$1,380,000
1. $5.610 of principal (Capital One portion) is prepayable; the remaining principal is not prepayable
Note: In addition to the debt above, the City and the Housing Authority also has $55.610 of residential mortgage revenue bonds outstanding.
The City has limited current refunding opportunities at this time. The largest refunding opportunity is with
the 2014 private placement, of which $5.6 million is currently callable. Additionally, it may be possible to
refund the lease agreements currently outstanding. If we are selected as municipal advisor, we would
continue to work with the City to identify any refunding opportunities and optimize the City's debt
portfolio. We are highly qualified to serve the City on its upcoming issuances for water, sewer and street
capital improvement projects as well as its contemplated pension obligation bonds and assessment
district projects. Each time we serve as a municipal advisor on bond financings, we take a lead role in
ensuring that the financing team works together to achieve the best possible credit rating and pricing in
the most efficient timeframe.
vii. Conflicts of interest
UFI, its related entities or any proposed personnel have no known potential conflicts of interest with the
City. We have no compensation/fee arrangements with any other potential parties to the contemplated
financing or supplemental proposed services. UFI has no economic arrangements with other "finders",
such as governmental consultants, lobbyists, attorneys, or others who introduce finical advisory business.
UFI has no "soft dollar" or similar arrangements with registered broker -dealer firms.
In addition to the above, UFI offers the following additional disclosures:
• UFI does not have any affiliate that provides any advice, service, or product to or on behalf of the
client that is directly or indirectly related to the municipal advisory activities to be performed by
UFI;
• UFI has not engaged in any fee -splitting arrangements involving any provider of investments or
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25F-25
City of Santa Ana, California
Proposal for Municipal Financial Advisory Services March 12, 2020
services to the City;
• UFI does not have any other engagements or relationships that might impair UFI's ability either
to render unbiased and competent advice to or on behalf of the City or to fulfill its fiduciary duty
to the City, as applicable; and
• UFI does not have any finder's fees, fee -splitting arrangements, or payments to consultants
viii. Litigation/investigative proceedings
Urban Futures does not have any legal events or disciplinary actions over the last five years or through its
history. This is reflected on its Form MA and Form MA-1, which includes information about any criminal
actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer
complaints, arbitrations and civil litigation. The City may electronically access our firm's most recent Form
MA and each most recent Form MA-1 filed with the Commission at the following website:
www.sec.gov/edgar/searchedgar/companysearch.html.
There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form
MA-1 filed with the SEC.
ix. References
We encourage you to contact any of our clients to discuss their experience and satisfaction with UFI. We
have included three references for key projects the firm has completed as part of Attachment A.
x. Length of time Contractor has been providing services described in this RFP to the public and/or private
sector. Please provide a brief description.
UFI has been providing municipal advisory services for 48 years. Since 1972, UFI has provided municipal
advisory services to California cities, counties, special districts, schools, community colleges, and non-
profits. As discussed above, UFI is one of the most active advisors in the State, having completed more
bond financings than any other firm in the past three years.
b. Team Qualifications
i. Project Manager
Michael Busch will serve as the supervising Project Manager assigned to the City. Michael's contact
information is provided below.
N. Resumes for Project Manager and key staff
We believe that the core professionals that UFI has assembled possess the proven capabilities necessary
to provide the City with comprehensive financial advisory services for any of its financing assignments.
Three senior -level staff members and support staff will be assigned to the City to fulfill the Scope of Work
in the City's RFP. Michael Busch, the firm's CEO, will serve as the Project Manager and provide project
oversight; Julio Morales will lend expertise in pension and OPEB analysis; Wing -See Fox will lend expertise
in the area of credit analysis and bond pricings; Branden Kfoury will provide transaction execution support;
9UFI
25F-26
City of Santa Ana, California
Proposal for Municipal Financial Advisory Services March 12, 2020
Russell Sager will lead efforts on continuing disclosure services. Given the proximity of our headquarters
to the City, all advisors assigned to the City's engagement will be available to meet with the City as city staff
and officials as often as requested.
Provided below is a summary of the team members' experience and role with the City. All UFI municipal
advisors, including support staff, hold a Series 50 municipal advisor registration. Detailed biographies for
the team are provided in Appendix A.
Team
. -
Office Location
Experience
Relevant Clients
Member
Michael Busch,
Project
Tustin, CA
Over $3 billion in tax-exempt
Santa Ana, Orange, Pomona,
CEO and
Manager/Primary
and taxable debt (including
Desert Hot Springs, Arcadia,
President
Contact
Lease Revenue Bonds/COPS,
Beaumont, Newport Beach,
Water/Wastewater Revenue
Azusa, Artesia, Glendora,
Bonds, TABS, CFDs,
Lake Elsinore, Covina,
Assessment Districts, New
Coachella, Pico Rivera,
Market Tax Credits)
Commerce, Needles, Salinas,
San Jacinto
Julio Morales
Pension/OPEB
Tustin, CA
Specializes in developing
Simi Valley, Glendora,
Managing
Analytics and
complex models, analyzing
Oakland, Newport Beach, San
Director
Solutions
and solving complex financial
Fernando, South San
issues, and creating innovative
Francisco, Arcadia, Pomona,
solutions to long-term
Rowland Water District,
structural deficits and
Walnut Valley Water District,
liabilities
San Gabriel Valley COG
Wing -See Fox
Credit
Daly City, CA
Over $2 billion in tax-exempt
San Francisco, San Mateo,
Managing
Analysis/Bond
and taxable debt (including
Oakland, Orange, Hercules,
Director
Pricings
Lease Revenue Bonds/COPS,
San Ramon, Calistoga,
Water/Wastewater Revenue
Atherton, Los Angeles, Pismo
Bonds, TABS, CFDs,
Beach, Apple Valley, San Juan
Assessment Districts, GOs,
Water District, Diablo Water
TRANS)
District, Ukiah Valley
Sanitation District
Branden
Transaction and
Tustin, CA
Experience with tax-exempt
Los Angeles, Culver City,
Kfoury
Execution Support
and taxable debt (including
Orange Beaumont, Lake
Senior
lease revenue bonds/COPS,
Elsinore, Calistoga, Oakland,
Associate
electric utility bonds,
Hercules, Santa Ana
water/wastewater Revenue
Bonds, TABS, CFDs, GOs)
Russell Sager
Continuing
Tustin, CA
Annually produces over 300
Hercules, Hesperia, Barstow,
SeniorAna/yst
Disclosure
Continuing Disclosure Reports
Azusa, San Bernardino, Santa
Specialist
over 90 clients and 25 CDIAC
Ana, Calistoga, San Mateo,
Debt Transparency Reports.
Pomona, Greenfield, King City,
Manteca, Madera, Millbrae,
Pismo Beach, Lake Elsinore
iii. Associates in charge when Project Manager/Principal Agent is unavailable
As discussed above, Wing -See Fox and Julio Morales will serve as the leads for their areas of specialty.
Both are available to meet with the City at all times when the Project Manager is not available. In addition,
we are assigning support staff and a continuing disclosure specialist to ensure we are providing the full
resources of the firm. Over the past several years, we have provided coverage to the City for on -call
assignments, bond financings, and dissemination agent services. As part of our work providing continuing
disclosure services to the City, we have met in -person multiple times with City staff. We look forward to
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25F-27
City of Santa Ana, California
Proposal for Municipal Financial Advisory Services
continuing to provide a high level of coverage to serve the City's needs.
March 12, 2020
iv. Organization chart
Provided below is an organization chart for all team members assigned to the City's engagement.
Credit Analysis/Bond Transaction/Execution Continuing Disclosure
Financings Pension Advisory Support Specialist
Wing -See Fox, Julio Morales, Branden Kfourg Russell Sager,
Managing Director Monoging Director Srninrhssociote Senior Analyst
v. References — maximum of three references for key projects completed by identified key staff.
Provided below are three references for key projects completed by identified staff:
City of Azusa
alika Johnson, Director of Administrative Services
el: (626) 812-5202; E-mail: tiohnson@azusaca.gov
213 East Foothill Blvd., Azusa, CA 91702
Past Projects: TABS, POBs, Revenue Bonds, CFDs and Special Studies (utility cost allocation modeling),
nd Continuing Disclosure
UFI Personnel: Michael Busch, Julio Morales, Russell Sager, Branden Kfoury
City of Orange
ill Kolbow, Assistant City Manager/ Administrative Services Director
el: (714) 744-2235; E-mail: wkolbow@cityoforange.org
00 E. Chapman Ave., Orange, CA 92866
Past Projects: Municipal Advisory Services for 2018 Tax Allocation Bonds, 2020 Lease Revenue Bonds
(Current engagement), 2020 Pension Obligation Bonds
UFI Personnel: Michael Busch, Wing -See Fox, Julio Morales, Branden Kfoury
City of Pomona
flundrew Mowbray, Finance Director/City Treasurer
el: (909) 620-2353; E-mail: Andrew mowbray@ci.pomona.ca.us
05 South Garey Avenue, Pomona, California 91766
Past Projects: Municipal Advisory Services for Tax Allocation Bonds, Capital Lease, Pension Obligation
Bonds; Pension Analysis Services; Continuing Disclosure Services
UFI Personnel: Michael Busch, Wing -See Fox, Julio Morales, Russell Sager
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City of Santa Ana, California
Proposal for Municipal Financial Advisory Services
4. Proposed Work Plan
Approach to Non -Bond Financing Scope of Services
March 12, 2020
UFI has been providing the City with various non -bond financing services since 2013. In August 2013, we
completed a reorganization of the Community Redevelopment Agency. In September 2013, we completed
a comprehensive analysis of the City's debt portfolio. We have served as the City's dissemination agent
since 2014. In 2019, we were engaged by the City to analyze the City's pension liability and contemplated
issuance of pension obligation bonds. Through this process, we have developed an amortization model
for each of the City's 41 amortization bases that comprise the $681 million unfunded accrued liability
(UAL). This model serves as the foundation to evaluate potential funding solutions for the City's unfunded
pension and OPEB liability.
We are pleased to have had the opportunity to serve the City in various capacities over the past seven
years, which has enabled us to provide a deep institutional knowledge of the City and its finances. We
believe we are uniquely positioned to be able to continue to offer the City on -call services in addition to
traditional municipal advisory work. Furthermore, we believe we arethe only municipal advisory firm with
dedicated full-time staff in the area of pension advisory.
Public Management Group
UFI's Public Management Group offers clients a broad spectrum of financial consulting services, including
strategic planning, long-term financial forecasting, special studies, and performance improvement
services, including pension & OPEB modeling services. What sets the Public Management Group apart is
the practical, insightful recommendations honed by executive -level government experience.
UFI's goal is for our Public Management Group to serve as an extension of staff. UFI is headquartered in
Tustin, less than five miles from City Hall. It is our intent to coordinate the team in providing the types of
24/7 "on -call" financial advisory services as requested by the City.
Review of City's Financial Forecast
At UFI, we believe the best approach to developing sound financial policies, strategies and plans begins
with a solid long-term financial forecast of the General Fund. This tool can significantly help cities achieve
both fiscal stability and service sustainability through more informed decision -making. Armed with a
robust forecast, leadership (both appointed and elected) can identify critical unmet needs, develop
options to close funding gaps and create plans that achieve the City's strategic objectives because they
are aligned to a solid and continuously updated financial forecast and plan.
We acknowledge that the City currently has a financial forecast in use to achieve these goals. We are
prepared to conduct a review of this forecast, as outlined in the scope below.
Revenue and Expenditure Analysis and Opportunity Identification
A. Assessment of General Fund Revenue Streams, Including Possible Revenue Restructuring
Options and/or Ballot Measures to Enhance Stability and Sustainability
We can help the City assess identified revenue streams through a series of progressive steps that
allow management to iteratively evaluate both existing revenue streams and possible new
revenue streams, and determine which opportunities are worth pursuing and discard options that
are determined to be of low value. These four steps include the following:
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March 12, 2020
1. Review and evaluate the City's forecast of its revenue streams (and if necessary,
separately model the revenue streams) to understand the structure and rationale,
including internal and external factors and variables that may impact the amount of
revenue collected.
2. Assess the long-term sustainability of existing revenue streams, including strengths,
weaknesses and threats, and the likelihood of growth or attrition over the long-term.
3. Evaluate opportunities for restructuring/enhancing existing revenue streams or
developing new revenue streams, including measures that require voter approval.
4. Develop recommendations for potential restructuring of existing revenue streams,
and/or the design and implementation of new revenue streams, including measures that
would require voter approval, and present a cost-benefit/risk analysis of proposed
restructured and new revenue streams.
B. Assessment of General Fund Expenditure Categories, Cost Drivers and Program Service Delivery
Models
Additionally, we can conduct an in-depth fiscal analysis of the General Fund expenditure
categories. The goal of our in-depth expenditure assessment is to determine what actions help
control or mitigate key cost drivers that most influence decision -making today, such as increasing
retirement and post -employment benefit costs, labor -related staffing and workforce retention
costs, and contracted core services costs.
1. Our first task will be to review and evaluate the City's forecast of its expense categories,
the cost drivers affecting the expenses and the variables used to drive the expenses
through the City's forecast. Cost drivers are a city's financial and organizational
determinants (including linkages and interrelationships) that significantly dictate the
expense of inputs required for delivering municipal services.
2. The second task will be to examine identified service areas where there is opportunity
for cost reduction, containment and recovery. Depending on the data, analytics and
information received from the City, this process may involve identification of additional
efficiencies that can be achieved within a program's current service delivery model (cost -
containment strategies, changes in procedures or policies, etc.) or alternative service
models that could enhance program efficiencies while maintaining capacity for effective
service delivery and achievement of program outcomes.
UFI can provide both a narrative evaluation of the strengths, weaknesses, opportunities and
threats for each strategy, and an assessment matrixfor each strategy as to its impact on municipal
service levels, organizational stability, fiscal burden to the community, and financial stability to
the city.
Financial Strategies - Recession Risks
With looming economic uncertainty, the question is not whether there will be another recession that
impacts the City, but rather when next recession occurs, what will be the extent of its fiscal impact on the
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City. And while economists are notable to specifically predict the timing and extent of the next recession,
UFI can develop custom recession scenarios for the City's financial forecast that will help the City develop
plans to better ensure its resiliency when future recessions occur.
Assuming the City has annual revenue data for its general fund beginning in the late 1970's, UFI'sfinancial
forecast model can include scenarios that estimate the decline in municipal revenues during future
recessions based on the City's historic experiences. The scenarios typically include the following types of
potential future recessions for which the beginning year can be selected in the forecast: a national
slowdown in the economy (mild recession), a regionally significant moderate or severe recession, and a
nationally significant moderate or severe recession. Informing the Cites financial forecast with recession
scenarios empowers the City to both (1) make better informed decisions on projects, initiatives and
proposals with long-term fiscal impacts, and (2) develop plans and strategies that better prepare the City
to flex and adapt its finances when the next recession occurs.
Additional Services
Additional on -call services we are prepared to provide include, but are not limited to:
• Evaluating the financial viability of proposed projects and performing cost/benefit analyses
• Assisting in developing strategic financial objectives
• Reviewing reserve, debt, continuing disclosure, pension, and investment policies
• Performing research on key financial and economic data and summarizing results in reports or
updates
• Providing input regarding budgeting strategies, including labor cost projections, methods to
leverage grant monies and optimize salary/overhead allocations
• Meeting with department staff, city council and stakeholders to present our data, analysis and
findings
Although UFI can assist with the majority of services outlined in the RFP, in some cases, the City would be
best served by obtaining specialized advice, especially in evaluating real estate and affordable housing
projects. In such cases, UFI will either recommend noted professionals in the field and/or assist staff in
developing an RFP for such specialized professional services.
Approach to Bond Financing Scope of Services
Every financing undertaken by UFI begins with proper planning and financial due diligence and ends with
ongoing monitoring and administration. As such, we believe that our normal project planning and
implementation process incorporates the Scope of Service for bond issuances outlined in the City's RFP.
Most of the tasks can be handled via conference calls, but we are happy to hold in -person meetings as
requested by the City. Additionally, we attend all required City Council and Committee meetings and are
available to give presentations or to only answer questions.
Activity 1: Preliminary Analysis/Recommendation
No financing is ever recommended without first conducting a complete assessment of the client's needs
and financial constraints. During this period period, UFI staff perform the following tasks:
1. Schedule meetings or calls with staff to request all necessary data and discuss the needs and goals
of the City
2. Evaluate alternative financing options and present results to the City
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3. Analyze existing outstanding debt to determine parity test requirements, feasibility of refunding
certain outstanding series of Bonds, and debt affordability
4. Perform a comprehensive credit analysis of the City to determinethe anticipated rating, preferred
structure, and interest rate scale for the Bonds
5. Prepare a summary of cost of issuance
6. Independently structure the financing and present results to the City
Activity 2: Assemble the Finance Team and Manage the Financing Process
After an evaluation of financing options/alternatives, should it be determined that financing targets will
be met through a bond issuance, UFI will begin work on the financing schedule and the implementation
of the agreed upon financing strategy. Most likely, for the City's upcoming water or sewer financings, we
would propose a negotiated sale. The scope of work includes, but is not limited to, the following:
1) Develop the financing timetable: UFI will coordinate with staff to develop a schedule that is
consistent with the City's goals, staff availability, financing timing, and existing City Council
meeting schedules.
2) Monitor the transaction process: Our role as Municipal Advisor has always included the close
monitoring of the financing to ensure successful completion. In this area, UFI will coordinate all
activities of the finance team, and will assist in the preparation and review of Official Statements,
Trust Indentures, Installment Purchase Agreements, Escrow Agreements, Loan Term Sheets, staff
reports, and all other applicable documents or presentations to the Council or rating agency.
3) Assist in the selection of additional service providers: UFI is knowledgeable of, and has worked
with, most major firms which operate in the public finance realm in California. Should the City
wish to go for services such as Trustee, Bond Counsel, Disclosure Counsel, or Underwriter, we are
experienced and able to manage or assist staff with the selection process for these services.
4) Provide support to the City relating to financing documents: We are experienced in the delivery of
presentations to City Councils and drafting of applicable staff reports.
5) Compute Sizing and Design Structure of Debt Issue: Utilizing municipal market data and bond
sizing applications, UFI has the ability to prepare an independent financing structure.
6) Plan and Coordinate Presentations to RotingsAgencies and Investors: UFI is well prepared to assist
in the preparation and delivery of credit presentations to rating agencies. While many factors go
into the investment decision -making process, the bond rating is often the single most important
factor affecting the interest cost on bonds.
7) Interest Rates and Timing: As a result of the ever -changing interest rate environment, UFI will
constantly monitor market rates to ensure that financial alternatives as well as refinancing
assumptions and recommendations are maximized through proper timing. As we have seen with
recent market volatility, it is more important than ever to have an experienced municipal advisor
to help understand and navigate financial markets. Our advisors have previous experience as
investment bankers and will advocate foryou on pricing dayto extract every basis point of savings.
Activity 3: Independently Verify Pricing
Performance matters, and we care about the rates at which the City will ultimately be issuing bonds —
they should be in line with the current market and other similar bond sales. To ensure the underwriter is
performing in the best interest of the City, we will monitor proposed rates throughout the pre -pricing and
pricing process, culminating with a post -sale book that is provided to summarize the basis for investors
approving or not approving a credit, the allotment sizes, and the orders themselves. We view this as a
crucial step toward maintaining a strong understanding of movements in investor preferences which pays
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Proposal for Municipal Financial Advisory Services March 12, 2020
dividends for subsequent bond sales.
Activity 4: Post -Issuance Compliance
As a function of providing municipal advisory services, UFI reviews the Continuing Disclosure Agreements
and Bond Indentures for every Bond Issuance at the very beginning of the financing process. This ability
to work with the financing team to draft the Continuing Disclosure Agreement is key, as we ensure it is
formed in a manner that strikes the balance between providing pertinent information to investors versus
minimizing the administrative burden on City staff. It is also another way that we can provide nimble and
cost-effective service to the City. In addition to our experience in drafting such documents, the firm has
adopted a practice of reviewing each and every Continuing Disclosure Agreement on an annual basis. This
practice ensures that each report is being prepared in accordance with the bond's disclosure obligations.
Our approach to continuing disclosure and dissemination agent services is described further below.
Approach to Dissemination Agent Services Scope of Services
Investors, underwriters, bond counsel, the Municipal Securities Rulemaking Board (MSRB), and the U.S.
Securities and Exchange Commission (SEC) demand the most current and accurate issuer information.
UFI's comprehensive approach will provide updated financial information and mandatory disclosures to
municipal market participants on a regular basis. We offer a mix of services that ensure the City is, and
remains in, full compliance with mandatory continuing disclosure covenants and other requirements.
Urban Futures has two staff members 100% dedicated to managing the continuing disclosure and
dissemination agent needs of our clients. We have over 20 years of experience providing continuing
disclosure and dissemination agent services, and we currently serve over 200 public agency clients with
the preparation of over 400 reports annually. We have extensive experience covering every type of credit,
including General Obligation Bonds, Lease Revenue Bonds, Enterprise Fund Bonds, Tax Allocation Bonds,
Community Facilities Districts, and Pension Obligation Bonds. We have provided continuing disclosure
services to the City since 2014.
Continuing Disclosure Scope of Services - The scope of services for on -going continuing disclosure and
dissemination agent services includes:
• Database of CD Requirements: UFI maintains and continues to develop a Microsoft Access -based
database to monitor, track, and review reporting and filing requirements as outlined in Continuing
Disclosure Agreements and other bond documents. As such, we are already set up to continue
tracking the City's bond issues in the database.
• Assembly and Review of CD Reports: The annual reports will be assembled in conformance with
the Continuing Disclosure Agreements and the MSRB. Preparation of analytical tables required
for the annual reports will be developed in-house. City staff will be given ample time to review
the reports before posting and sending to the trustee(s).
• Meeting with Citystaff: UFI will meet in -person with City staff as often as is necessary to complete
continuing disclosure requirements.
• Filing the Annual Reports: UFI will act as the Dissemination Agent to ensure all disclosure
documents are filed on MSRB's Electronic Municipal Market Access ("EMMA") correctly and in a
timely manner.
• Final Copies of CD Reports: Upon completion of each step detailed above, UFI will also send hard
copies of the final reports to the City.
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• Monitoring of SEC Rule 15c2-12(b)(5): UFI is consistently called on by the industry to serve as
educator for changes in regulations or best practices. This means that we are constantly abreast
of the latest developments. As an industry leader, we are on the front lines of implementing
changes as they evolve. For example, the SEC recently made amendments to Rule 15c2-12 which
expanded the list of reportable events from 14 to 16 for any continuing disclosure agreement
entered into on or after February 27, 2019. UFI conferred with various Bond Counsels and
participated in educational panels so that we may provide expert guidance to our clients.
• Notification of Deadlines and Material Events: UFI will draft and file the required notices to EMMA
should a significant/material event occur. There are a total of 16 material events which may be
reportable to the MSRB: Eight of these events must always be reported, while eight of the events
are reportable as they rise to a level of being "material." These events must typically be reported
to the MSRB (EMMA) within 10 business days of the event. Deadlines and material events are
covered through a four -pronged approach that ensures that every event and deadline is captured,
conveyed, and processed:
a. Immediately alert City staff of the deadline or event. In the case of a rating change event,
the Bloomberg notification is also forwarded to City staff. Check -in with City staff on a
regular basis to discuss occurrences of other material events;
b. Post notification of material event to EMMA within the required 10 business days;
c. Send posting confirmation from EMMA to City staff;
d. Send posting confirmation to the City's trustee(s).
Annual Debt Transparency Reporting— Background
Pursuant to Senate Bill 1029, state and local issuers are required to submit an Annual Debt Transparency
Report ("ADTR") to the California Debt and Investment Advisory Commission ("CDIAC") for all bond issues
which have submitted a Report of Final Sale on or after January 21, 2017. The purpose of the new
reporting requirements is to track how bond proceeds are spent after issuance. Our comprehensive
understanding of the new reporting requirements was achieved by training directly with CDIAC staff
during the initial reporting period. As a result, we have been able to provide complete and accurate
reports for 29 municipalities over the last three Fiscal Years.
Annual Debt Transparency Reporting Scope of Services
The scope of services for Annual Debt Transparency Reporting includes:
Assembly of Reports: Collect the necessary information relating to bond proceeds from City staff
or the assigned Trustee for each issue. Assemble each report in compliance with the requirements
set forth by CDIAC.
Filing of Reports: File each ADTR with CDIAC through their online reporting system on or before
January 31 of each year.
Arbitrage Rebate- Background
Due to abuses associated with tax-exempt financings, the Federal Government issued regulations to
minimize the benefit of investing bond proceeds. The Internal Revenue Code of 1986 Section 148 created
the Yield Restriction Rules and the Rebate Rules. The Yield Restriction Rules restrict the investment yield
that may be earned on bond proceeds. Unless certain exceptions apply, bonds are arbitrage bonds if the
issuer invests all or part of the bond proceeds at a yield materially higher than the bond yield. The
Arbitrage Rebate Rules state that certain arbitrage earnings must be paid, or "rebated," to the U.S.
Treasury. This means that even if an issuer is permitted to invest in higher yielding investments under the
yield restriction rules, it may have to rebate those arbitrage earnings to the U.S. Treasury. A rebate
computation and payment to the Federal Government, if applicable, is generally required to be made at
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City of Santa Ana, California
Proposal for Municipal Financial Advisory Services March 12, 2020
least every five years or at each "Rebate Installment Computation Date" and upon final redemption or
maturity of the bonds, the "Final Rebate Computation Date'. The rebate payment, if applicable, is due to
the Federal Government within 60 days from either each Rebate Installment Computation Date or the
Final Rebate Computation Date.
Arbitrage Rebate Scope of Services
• The scope of services for arbitrage rebate calculations includes:
• Preparation for Calculations: Collect the necessary bond documents and trust statements
required for the computation period.
• Calculate Arbitrage Rebate: Calculate the rebate liability (if any) for each bond transaction
pursuant to the covenants set forth in the Tax Certificate.
• Assembly of Reports: Provide a rebate computation report to the City and assigned Trustee no
later than sixty (60) days after, (i) the end of every fifth bond year, and (ii) the final redemption or
maturity.
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City of Santa Ana, California
Proposal for Municipal Financial Advisory Services
5. Cost Proposal
March 12, 2020
Provided below is our cost proposal. LIFI's cost proposal shall remain valid for a minimum of 180 days
following submission of the RFP.
i. Hourly rates
LIFl is available on a time and materials or hourly basis to provide Hourly Rate Schedule
services such as long-term financial forecasts, evaluation of the Position Rate
City's financial model, special fiscal studies, etc. To the right are CEO/President $350
the hourly rates of proposed positions; typically, most of the Managing Director $325
work is completed by Managing Directors and Directors. Director $300
Senior Associate $175
ii. Services subject to a flat rate
Municipal Advisor Bond Transaction Fees
The schedule of our municipal advisory fees, which are flat -rate, contingent fees for bond financings is
provided below.
sessment Districts & Community Facilities
$35,000
stricts
rtificates of Participation, Lease Revenue,
$35,000
ility Revenue, Tax Allocation Bonds
x and Revenue Anticipation Notes
$30,000
ivate Placements/Loans
$25,000
meral Obligation Bonds
$50,000
nsion Obligation Bonds
$50,000 - $100,0001
derally Subsidized Bonds/Notes
$45,000
(1) Dependent upon scope of bond issue.
Our fees for financial advisory services on bond issuances are contingent on the success of the financing,
and billing is at the end of the transaction. Our fee for municipal advisory services is exclusive of out-of-
pocket expenses such as travel, data recovery, third party data fees, and internal compliance
requirements. Out-of-pocket expenses will not exceed $1,000 on any transaction.
Dissemination Agent Fees
Continuing Disclosure
Our annual fees for the preparation of Continuing Disclosure Annual Reports to satisfy all requirements
are stated below:
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City of Santa Ana, California
Proposal for Municipal Financial Advisory Services
Tax Allocation Bonds
Certificates of Participation, Lease
Revenue, Pension Obligation,
General Obligation, Industrial
$1,550 $500
Development $1,000 $500
Community Facilities and Assessment
Districts $1,250 $500
Utility Revenue $1,000 $500
Private Placement Loans and Notes
With No Table Requirements $150 $150
March 12, 2020
Annual Debt Transparency Reporting
Our fees for the preparation of Annual Debt Transparency Reports for new and existing issues are
provided below.
Year one
Fee
Total Annual Debt Transparency Report Fee Per Bond Issue $600 $175
Arbitrage Rebate Calculations
Should the City require arbitrage rebate calculations, our fee will be as provided below.
Total Arbitrage Rebate Calculation Fee Per Bond Issue, Per Year $600
iii. Identify services that are deemed negotiable; and
Given that working with the City is of highest priority to our firm, we are open to negotiating our fees
should the City find it necessary.
iv. Provide cost scenarios that would assist In evaluating your cost structure: a refinancing, a general bond
issuance, etc.
Please refer to our Municipal Advisory fee schedule in question ii above, which provides various fees by
type of bond financing.
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25F-37
City of Santa Ana, California
Proposal for Municipal Financial Advisory Services
6. Certifications (ATTACHMENTS
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March 12, 2020
19
CITY OF SANTA ANA
ATTACHMENT A
REFERENCES
List and describe fully the contracts performed by your firm which demonstrate your ability to provide
the supplies, equipment or services included in the scope of the proposal specifications. Attach
additional pages if required. The City reserves the right to contact each of the references listed for
additional information regarding yourfirm's qualifications.
Reference
Customer Name: City of Glendora
Address: 116 E. Foothill Blvd.
Glendora, CA 91741
Contract Amount: $75,000
Description of supplies, equipment, or services provided:
Taxable Pension Obligation Bonds Series 2019
Reference
Customer Name: City of Culver City
Address: 9770 Culver Blvd.
Culver City, CA 90232
Contract Amount: $45,000
Description of supplies, equipment, or services provided
Culver City: Wastewater revenue bonds, forecast
Pomona: TABS, Rev Bonds, LRBs, Forecast Mode
Reference
Customer Name: City of Lake Elsinore
Address: 130 S. Main Street
Lake Elsinore, CA 92530
Contract Amount: $35,000-$60,000
Contact Individual: Adam Raymond, City Manager
Phone Number: (626) 914-8201
Facsimile Number: ( 626) 914-8221
Year: 2019
Onyx Jones, CFO (Previously
Contact Individual: CFO in Pomona)
Phone Number: (310) 253-6016
Facsimile Number: (310) 253-6010
Year: 2019 (Culver City Wastewater/Pension Study)
odeling, pension study;
ig, Sale Tax Measure Analysis, and Pension Study
Jason Simpson, Director of
Contact Individual: Admin. Services
Phone Number: (951) 674-3124 Ext. 211
Facsimile Number: (951) 674-2392
Year: Various Engagements - 2014 - Present
Description of supplies, equipment, or services provided:
CFDs, GF Lease, TABS, EIFD Analysis, Financial Forecasting
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
RFP No. 20-002 Financial Advisory Services and Dissemination Agent Page 27 of 32
25F-39
r CITY OF SANTA ANA
ATTACHMENT B
Proposer understands and agrees that this written RFP (or any part thereof specifically designated and
accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between
proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the
Council with her signature and official seal noting hereon the action of approval of the Council, signed by
the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval
of the form of this document, and its execution, and when it or an exact copy of it has been either delivered
to proposer or deposited with the United States Postal Service properly addressed to the proposer with the
correct postage affixed thereto.
Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will
furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding
Saturdays, Sundays and City's legal holidays), or the funds, check, draft, or proposer's bond substituted in
lieu thereof accompanying this proposal shall become the property of the City and shall be considered as
payment of damages due to the delay and other causes suffered by City because of the failure to furnish
the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City
is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof
shall be returned to the undersigned.
Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth
in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under
the contract will be based upon the actual quantities of work satisfactorily completed.
All terms contained in the specifications, the certification of nondiscrimination by contractors, and the
required insurance certificates are to be incorporated by reference into this agreement and are made
specifically as part of this RFP. l
Firm Urban Futures
Signed and Printed Name:
Title CEO
Date 03I09l2020
Michael Busch
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
Financial Advisory Services and Dissemination Agent Page 28 of 32
25F-40
ru
ATTACHMENT C
NON -COLLUSION AFFIDAVIT
(Title 23 United States Code Section 112 and Public Contract Code Section 7106)
To the CITY OF SANTA ANA
In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the
proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed
person, partnership, company, association, organization, or corporation; that the proposal is genuine
and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other
proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired,
connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall
refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by
agreement, communication, or conference with anyone to fix the proposal price of the proposer or any
proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other
proposer, or to secure any advantage against the public body awarding the contract of anyone
interested in the proposed contract; that all statements contained in the proposal are true; and, further,
that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown
thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not
pay, any fee to any corporation, partnership, company association, organization, bid depository, or to
any member or agent thereof to effectuate a collusive or sham proposal.
Note: The above noncollusion affidavit is part of the proposal. Signing this proposal on the signature
portion thereof shall also constitute signature of this noncollusion affidavit. Proposers are cautioned
that making a false certification may subject the certifier to criminal prosecution.
State of California, County of
t0Subscribed and swom to (or affirmed) before me on this G day of 444T-�._ 20�, by
.`Lhg6 ( as sch proved to me on the basis of satisfactory evidence to be the person(s)
who appeared before me.
VIP
VALERIE L, ELLIOTT
COMM. 12149724
- NOTARY PUBLIC - CALIFORNIAii
ORANGE COUNTY 0
on«� COMM. EXPIRES APRIL 21, 2020�
Notary Public Seal
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
RFP No. 20-002
Financial Advisory Services and Dissemination Agent Page 29 of 32
25F-41
CITY OF SANTA ANA
ATTACHMENT D
NON -LOBBYING CERTIFICATION
The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or
her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or employee of
any Federal agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with the awarding of any Federal contract,
the making of any Federal grant, the making of any Federal loan, the entering into of any
cooperative agreement, and the extension, continuation, renewal, amendment, or modification
of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any Federal agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities,"
in conformance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making or
entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file
the required certification shall be subject to a civil penalty of not less than $10,000 and not more than
$100,000 for each such failure.
The prospective participant also agrees by submitting his or her bid or proposal that he or she shall
require that the language of this certification be included in all lower tier subcontracts, which exceed
$100,000 and that allI s�jchgbrecip> e is shall certify and disclose accordingly.
Signed: tltl JJVV//fit / S
Title: CEO
Firm: Urban Futures Inc
PM
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
RFP No. 20-002 Financial Advisory Services and Dissemination Agent Page 30 of 32
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(a CITY OF SANTA ANA
ATTACHMENT E
NON-DISCRIMINATION CERTIFICATION
The undersigned consultant or corporate officer, during the performance of this contract, certifies as
follows:
The Consultant shall not discriminate against any employee or applicant for employment because
of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure
that applicants are employed, and that employees are treated during employment without, regard to
their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the
following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship. The Consultant agrees to post in conspicuous places, available to
employees and applicants for employment, notices to be provided setting forth the provisions of this
nondiscrimination clause.
2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of
the Consultant, state that all qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, or national origin.
3. The Consultant shall send to each labor union or representative of workers with which he/she has a
collective bargaining agreement or other contract or understanding, a notice to be provided advising
the said labor union or workers' representatives of the Consultant's commitments under this
section, and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
5. The Consultant shall furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his/her books, records, and accounts by the administering agency
and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules,
regulations, and orders.
6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract
or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or
suspended in whole or in part and the Consultant may be declared ineligible for further Government
contracts or federally assisted construction contracts in accordance with procedures authorized in
Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and
remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule,
regulations, or order of the Secretary of Labor, or as otherwise provided by law.
7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and
the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless
exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204
of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each
subcontract
RFP No. 20-002 rFinancial Advisory Services and Dissemination Agent Page 31 of 32
25F-43
CITY OF SANTA ANA
nrpurchase order 8Gthe administering agency may direct 8Gmeans 0fenforcing such provisions,
including sanctions for noncompliance; provided, hovvever, that in the event the C8N8Uhani
becomes involved in, or is threatened with, litigation with a subconsultant or vendor as aresult 0f
such direction by the administering agency, the Consultant may request that the United States enter
into such litigation t$protect the interests ofthe United States.
8. Pursuant to California Labor Code Section 1735, as added bvChapter 0438tab;. 1939` and as
aooended, no discrimination shall be made in the employment of persons upon public vvmrka
because of n888, religious rnR8d. &0|0r, n@UOn@| OhgiU' ancestry, physical hendicaps. mental
condition, marital status, Drsex Ofsuch persons, except as provided in Section 1420, and any
consultant of public works violating this Section is subject to all the penalties imposed for a violation
8fthe Chapter.
Signed: P - k ,,
Title: CEO
Urban ` Inc.
03/09/7020
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
RFPNo. 20-002
Financial Advisory Services and Dissemination Agent Page 32 of 32
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City of Santa Ana, California
Proposal for Municipal Financial Advisory Services March 12, 2020
Appendix A: Professional Biographies — UFI Team Members
Michael Busch, Chief Executive Officer and President
Michael Busch is the Chief Executive and Strategy Officer for UFI, (Urban Futures,
Inc.), a municipal and financial advisory firm assisting public agencies and nonprofits
primarily in California. He's an accomplished municipal executive and public finance
professional who has helped manage several public agencies as an assistant city
manager and finance director, and now leads UFI --California's number one ranked
municipal advisory firm. Michael also applied his diverse leadership experiences
with a number of professional organizations as President of the Municipal
Management Association of Southern California (MMASC), Chair of Cal -International City/County
Management Association (Cal-ICMA) and Founding Member of the California Utility Executive
Management Association (CUEMA). Through his leadership of UFI and engagement with professional
organizations, Michael helps cities, counties, special districts and nonprofits across the State of California
identify emerging trends, engage in critical policy issues, exchange proven practices, and advance their
missions through sound fiscal and operational policy.
During his 12-year tenure with UFI, numerous public agencies have engaged Michael as both a strategic
consultant and municipal advisor based on his public finance expertise and broad understanding of fiscal
issues affecting the public sector. Michael's engagements include over 60 public agencies throughout
California and recently include the cities of Culver City, Santa Ana, Glendora, Arcadia, Pomona, Coachella,
Desert Hot Springs, Monrovia, Artesia, Cudahy, Menifee, Salinas, Santa Fe Springs, Beaumont, Lake
Elsinore, Covina, Azusa, Jurupa Valley as well as several special districts including Camrosa Water District
and Rowland Water District. Additionally, Michael was the lead municipal advisor and public finance
expert for the City of San Bernardino, helping to guide the city through its Chapter 9 bankruptcy
restructuring, including providing written and oral testimony in the federal mediation and bankruptcy
proceedings.
Mr. Busch is a founding member and current Secretary/Treasurer of the California Utility Executive
Management Association (CUEMA), a 501(c)6 non-profit organization formed in 2010to enhance, develop
and educate the professional executives of the California water utility industry.
Mr. Busch holds a Bachelor of Arts degree in Urban and Regional Planning from California State
Polytechnic University, Pomona, and a Master of Public Administration degree (Finance and Public Works
emphasis) from California State University, Long Beach.
Wing -see Fox, Managing Director
Wing -See Fox is a Managing Director of the Public Finance Group at Urban Futures, Inc.
(UFI). Wing -See has almost a decade of experience in the fields of municipal advising,
public finance and municipal securities. She has worked on over $2 billion in municipal
debt offerings for cities and special districts in California including water/wastewater
bonds, general obligation bonds, lease revenue bonds, certificates of participation, tax
allocation bonds, CFD and assessment district bonds, and enterprise bonds. Her current
and recent clients include Calistoga, Culver City, San Ramon, Diablo Water District, San
Juan Water District, Hercules, San Francisco, Oakland, and Los Angeles.
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City of Santa Ana, California
Proposal for Municipal Financial Advisory Services March 12, 2020
As a municipal advisor, Wing -See excels in gaining a thorough understanding of credits, validating
assumptions in financial projections, and structuring bond transactions to meet the needs of the issuer
while maximizing credit strength and marketability to investors. She has extensive experience putting
together credit presentations geared towards the criteria of rating agencies in order to achieve the highest
possible ratings. Additionally, Wing-See's experience as a public finance banker enables her to
independently assess the municipal market and comparable bond sales in order to advocate for the best
possible pricing for her clients.
Prior to joining UFI, Wing -See was a Vice President at Raymond James Public Finance where she worked
on a broad range of tax-exempt and taxable bond issuances for cities and special districts, including San
Bernardino, Berkeley, Santa Rosa, Yuba City, Campbell, Napa, Fountain Valley, Lathrop, and Mid -Peninsula
Regional Open Space District. Her investment banking experience also includes work in the Municipal
Securities Group at UBS Investment Bank in New York. Outside of public finance, Wing -See has served as
the CEO of Prevent Blindness Northern California (PBNC), a nonprofit organization providing free vision
health services for Head Start and unified school district preschoolers in Oakland and San Francisco, and
a business development consultant in West Africa for small and medium-sized locally -owned enterprises.
Wing -See received a Master of Business Administration degree from Columbia Business School, a Master
of Social Work degree from Columbia University School of Social Work, and a Bachelor of Arts degree in
Psychology from Stanford University. An active member of the Northern California Chapters of Women
in Public Finance (WIP) and Asian Americans in Public Finance (AAPF), she is also a Class of 2015
LeaderSpring Fellow. Additionally, Wing -See serves as a member of the CSMFO Communications
Committee.
Julio Morales, Managing Director
Prior to joining UFI, Mr. Morales worked for the Department of the Treasury's Office of
Technical Assistance (OTA), providing financial advice to the Treasurer of Paraguay. Mr.
Morales has nearly 25 years of broad -based corporate and public finance experience,
serving as a financial advisor at PFM and Fieldman Rolapp, an investment banker with
Bank of America, derivative/ investment provider for Transamerica, and also served as
the debt manager for the City of Oakland and Economic Development Coordinator for
the Housing Authority of the City of Los Angeles (HACLA).
Mr. Morales previously served as the City Manager for the City of Huntington Park, having also served as
its Finance Director and Treasurer. Mr. Morales also served as the Finance Director and Treasurer for the
City of El Monte. Mr. Morales helped both cities to implement a number of changes and improvements
to eliminate significant structural deficits. Mr. Morales currently focuses on pension/OPEB issues in
California. His current pension modeling, POB, and pension/OPEB advisory clients include the Cities of
Glendora, Culver City, San Fernando, Pomona, Simi Valley, South San Francisco, and Arcadia.
Mr. Morales previously served as the City Manager for the City of Huntington Park; having also served at
its Finance Director and Treasurer. Mr. Morales also served as the Finance Director and Treasurer for the
City of El Monte. Mr. Morales helped both cities to implement a number of changes and improvements
to eliminate significant structural deficits. Mr. Morales currently focuses on pension/OPEB issues in
California. His current pension modeling, POB, and pension/OPEB advisory clients include the Cities of
Glendora, Culver City, San Fernando, Pomona, Simi Valley, South San Francisco, and Arcadia.
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City of Santa Ana, California
Proposal for Municipal Financial Advisory Services
March 12, 2020
Mr. Morales earned his undergraduate degree from the University of Michigan, a Master of Public Policy
(MPP) from the Harvard Kennedy School of Government, and an MBA from UCLA as a Dean's Fellowship
Recipient.
Branden Kfoury, Senior Associate
Branden Kfoury joined Urban Futures in June 2019. Previously, Mr. Kfoury was a
Senior Associate at Fieldman, Rolapp & Associates where he worked from 2017 to
2019 supporting the firm's City clients. He has provided financing and execution
support for general fund, enterprise revenue, general obligation, special tax and tax
allocation bond issuances. He has experience on lease revenue bond transactions for
the Cities of Downey and San Bruno. Prior to Fieldman, he managed revenue
reporting and analysis for the brand advertising group at the website Houzz. From
2010 to 2013, Mr. Kfoury was an associate in the public finance group at BMO Capital Markets in New
York. He began his career in the municipal securities industry as a credit analyst at National Public Finance
Guarantee Corporation.
Mr. Kfoury received his Bachelor of Science degree in Finance with a minor in Politics from the New York
University Stern School of Business.
Russell Sager, Senior Analyst
Russell serves as the program manager for the firm's Continuing Disclosure Practice. He
has over 5 years' experience working exclusively on post -issuance compliance. He is "
directly involved in the production of over 300 reports for over 90 agencies on an annual
basis. He understands all aspects of the Continuing Disclosure reports and has the
expertise required for developing tables for those reports using in-house data sources.
He is responsible for the review and quality control of the reports that are generated
each year. Additionally, he oversees the production of other post -issuance compliance
obligations such as Annual Debt Transparency Reports, Annual Fiscal Status Reports, and
Arbitrage Rebate calculations.
Russell holds a Bachelor of Arts degree in Economics from California State University, Fresno.
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