The URL can be used to link to this page

Home My Public Portal About23) SA 3C Agreement for Urna Futures Inc Financial Advisory Services for Refunding of the 2005 Tax Allocation BondsSA AGENDA ITEM 3.C. ADMINISTRATIVE SERVICES DEPARTMENT MEMORANDUM DATE : November 17, 2015 TO: Successor Agency to the Former Temple City Redevelopment Agency FROM: Bryan Cook , Executive Director By: T racey L. Hause , Administrative Services D irector SUBJECT: APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH URBAN FUTURES INCORPORATED FOR FINANCIAL ADVISORY SERVICES FOR THE REFUNDING OF THE 2005 TAX ALLOCATION BONDS RECOMMENDATION: Authorize the Execu tive Director of th e Successor Agency to the Former Temple City Redevelopment Agency (Successor Agency) to e nte r into a Professional Services Agreement (Attachm en t "A ") with Urban Futures Incorporated (Urban Futures) for Financial Adviso ry se rvi ces for the refu nding of the 2005 Tax Allocation Bonds (2005 TABS). BACKGROUND: 1. On September 7 , 2005 , the Temple Ci ty Financing Authority (Fin ancing Authority) iss ued $8,000,000 Tax Allocation Refunding Bo nds for the purpose of refundin g 1993 Reve nu e Bonds and provide resources for projects w ith in th e Rosemead Boule va rd Project Area . 2 . On Febru ary 1, 2012 , every redeve lopment agency in th e State of California was dissolved and a successor agency was created for each redevelopment agency . 3 . On June 27 , 2 012 , Assembly Bil l1484 (AB 1484 ) was signed into law . 4 . On Septembe r 28, 2015 , the City of Te m ple City (C ity) is sued a Request for Proposa l (RFP ) for Financial Advisory Se rv ices for the refunding of the 2005 Tax Allocation Bond s . Successor Agency t o th e Former Temple City Redevelopment Agency November 17 , 2015 Page 2 of 3 5 . On October 13, 2015 , the City received four p roposals for Financial Advisory services for t he refunding of the 2005 Tax Allocation Bonds . 6. On October 28 , 2015 , the Executive Director and the Administ rative Services Director interviewed two firms for consideration of Fi nancial Advisory services . ANALYSIS: Due to the dissolutio n of redevelopment agencies , the Successor Agency now has the res pon sibility for repayment of the 2005 TABS . With the passage of AB 1484 , the Successor Agency may refund exist in g bonds , with the approva l of the Oversig ht Board of the Successor Agency to th e Former Templ e Cit y Redevelopment Agency (Oversight Board) and the State Department of Finance for the purpose of generating a debt servi ce savings . Interest rates are c urrently at historic lo ws . By issuing a refunding bond issue (the "2016 Bonds") to refinance th e o utstanding principal of the 20 05 Bonds , a debt service savings of approximately $600 ,000 can be generated , The final savings amount will depend on the ma rket interest rates in effect at the time the 2016 Bonds are pri ced , which is anticipated to be in the Spring of 20 16 .. Based on the redevelopment dissolution laws , the estimated annual savings amou nt, app roximate ly $60 ,000 per year through 2025 , wou ld be shared among the taxing entiti es (i.e ., County of Los Angeles , Temple City Unified School District and Los Angeles Community College District) as res idual revenue s . To assist the Successor Agency with the refunding of the 2005 TABS , it is recommended that th e Successor Agency hi re a Fin ancial Advisor. Financial Advisory f i rms have expertise with refunding redeve lop ment agency bonds especially with the new requirements since the passage of AB 1484 . Staff received four proposals for Fina ncial Advisory services . After an extensive review and vetting process by th e Executive Director and the Administrative Services Director, Urban Futu res is recomm ended . Urban Futures' u nderstandi ng of the project and their experience with this typ e of work and si m ilar projects provides the level of experti se the Successor Agency is look ing for. If this Professiona l Services Agreement is approved , staff will be returni ng to the Successor Agency in December 2015 , for adopt ion of Resolutions and other bond documents necessary to beg in the refundin g process. At that time a detail ed timeline of activ ities and further estimated cost savings wi ll be pre sented . Sta ff will also be taking the necessary actions to the Overs ight Board for their approval in either December 2015 or January 2016 . Successor Agency to the Former Temple City Redevelopment Agency November 17 , 2015 Page 3 of 3 CITY STRATEGIC GOALS : Refunding of the 2005 TABS will promote or further the City 's/Successor Agency's Strategic Goal of Good Governance. FISCAL IMPACT: Urban Futures' proposed fee is competit ive at $35 ,000 . All costs related to this refunding will be recovered as part of the refunding . ATTACHMENTS: A. Professional Services Agreement B. Proposa l from Urb an Futures ATTACHMENT A AGREEMENT FOR SERVICES By and Between SUCCESSOR AGENCY TO THE FORMER TEMPLE CITY COMMUNITY REDEVELOPMENT AGENCY a municipal corporation and URBAN FUTURES INCORPORATED -I- AGREEMENT FOR SERVICES BETWEEN SUCCESSOR AGENCY TO THE FORMER TEMPLE CITY COMMUNITY REDEVELOPMENT AGENCY , CALIFORNIA AND URBAN FUTURES INCORPORATED This Agreement for SeNices ("Agreement") is entered into as of this __ day of ____ , 20_ by and between the Successor Agency to the former Temp le City Community Redevelopment Agency , a muni cipal corpo rat ion ("Successor Agency ") and Urban Futures Incorporated , a Californ ia corpo ration ("SeNice Provider"). Successor Agency and SeNice Provider are sometimes hereinafter individually referre d to as "Party" and hereinafter collectively referred to as the "Parties ." RECITALS A . City has sought , by Request for Proposal , the performance of the seNices defined and described parti cularly in Section 2 of this Agreement. B . SeNice Provider , following s ubm iss ion of a Proposal for the performance of the seNices defined and described particularly in Section 2 of this Agreement , was selected by the Successor Agency to perform those seNices . C. Pu rs uant to th e laws governing th e disso lution of redeve lopment in California (Assem bly Bill s 26 and 1484 , collectively herein the "Dissolution Acts "), the Successor Agency has authority to enter into this SeNices Agreement and the Executive Director has authority to execute this Agreement. D. The Parties desire to formalize th e se le ction of SeNice Provider for performance of those seNices defined and described in Section 2 of this Agreement and desire that the terms of that performance be as defined and described herein . OPERATIVE PROVISIONS NOW, THEREFORE , in cons ideration of the mutual promises and covenants made by the Parties and contained here and other consideration , the value and adeq uacy of which are hereby acknowledged , th e Parties agree as follows : SECTION 1 . TERM OF AGREEMENT. Subject to the provisions of Section 20 "Termination of Agreement" of th is Agreement, the Term of th is Ag reemen t is for e ight months commencing on the date first ascribed above . RIV #-18 38-6958-3880 d DRMI I 2715 B-1 SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. (a) Scope of Services . Service Provider agrees to perform the services set forth in Exhibit "A " "Scope of Services " (hereinafter, the "Services ") and made a part of this Agreement by this reference . (b) Schedule of Performance . The Services shall be completed pursuant to the schedule specified in Exhibit "A." Should the Services not be completed pursuant to that schedule , the Service Provider shall be d eemed to be in Default of this Agreement. The Successor Agency, in it s sole discretion , may choose not to enforce the Default provisions of this Agreement and may instead allow Service Provider to continue performing the Services. (c) Services within the Scope of Successor Agency 's Authority . The Parties agree that pursuant to the Dissolution Act , and specifical ly Health and Safety Code § 34177 .5 , the Successor Agency has the authority to contract with Service Provider for the purpose of refunding certain bonded indebtedness incu rred by the former Temp le City Community Redevelopment Agency , predecessor-in-i nterest to Successor Agency. SECTION 3. ADDITIONAL SERVICES. Se rv ic e Provider shall not be compensated for any work re ndered in con nection w ith its performance of th is Agreement that are i n addition to or outside of the Services unless such additional services are authorized in advance and in writing in accc ,rdance with Section 26 "Administration and Implementation " or Section 28 "Amendment" of this Agreement. If and when such add itional work is authorized , such additional wo rk shall be deemed to be part of the Serv ices . SECTION 4. COMPENSATION AND METHOD OF PAYMENT. (a ) Subj ect to any limitations set forth in th is Agreement, Su c cessor Agency agrees to pa y Servi c e Prov ider the amounts specified in Exh ib it "B" "Compensation " and made a part of this Agreement by this reference . The total compensation , including reimbursement for actual expenses , shal l not exceed Thirty-F iv e Thousand dollars ($35 ,000 ), unless add it iona l compensation is approved in writing in accordance with Section 26 "Administration and Implementation " or Section 28 "Amendment" of this Agreement. (b) Each mont h Service Provider shall furnish to Successor Agency an original invoice for all work performed and expenses incurred during the preceding month . The invoice shall detail charges by the f o llowing categories : labor (by sub-category), travel , materials , equipment, suppl ies , RIV #4838-6958-3880 \3 DRAFT 1/27/15 B-2 and sub-Service Provider co ntracts . Sub -Service Provider charges r.hall be detailed by the following categories : labor, travel , materials , equipment and supplies . If the compensation set forth in subsection (a) and Ex t-ibit "B" include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount ~f time incurred for or allocated to that task . Successor Agency shall independently review each invoice submitted by the Service Provider to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed , the in voice shall be approved and paid according to the terms se t forth in subsection (c). In the event any charges o r expe nses are d isputed by Successor Agency, the original invoice shall be returned by Successor Agency to Service Provider for correction and resubmission . (c) Except as to any charges for work performed or ex penses incurred by Service Provider which are disputed by Successor Agency , Successor Agency will use its best efforts to cause Service Provider to be paid at bond closing from the costs of insurance fund of any bonds closed pursuant to services provided under Exhibit A and in any event no la ter than forty-five (45) days of receipt of Service Provider's correct and und isputed invoice . (d) Payment to Service Provider for work performed pursJant to this Agreement shall not be deemed to waive any defects in work performed by Service Provid er. SECTION 5. INSPECTION AND FINAL ACCEPTANCE. Successor Agency may inspect and accept or reject any of Service Provider's work under this Agreement , e ither during performance or when completed . Successor Agency shall reject or finally accept Service Provider's work w ith in sixty (60 ) days after submitted to Successor Agency . Successor Agency sha ll reject work by a timel y written explanation , otherwise Service Provider's work shall be deemed to have been accepted . Successor Agency's acceptance shall be conclusive as to such work except with respect to latent defects , fraud and such gross mistakes as amount to fraud . Acceptance of any of Serv ice Provider's work by Successor Agency shall not c onstitute a waiver of any of the provisions of this Agreement including , but not lim ite d to , Section 16 "Indemnification " and Section 17 "Insurance ." SECTION 6. OWNERSHIP OF DOCUMENTS. All original maps , models , designs , drawings , photographs , studies , s urveys , reports , data , notes , computer files , files and other documents pre p ared , develo ped or RIV #4838-6958-3880 v3 DRAFT 1/2 7115 B-3 discovered by Service Provider in the course of providing the Services pursuant to this Agreement shall become the sole property of Successor Agency and may be used , reused or otherwise disposed of by Successor Agency without the permission of the Service Provider. Upon comp let io n, expiration or termination of this AgrE ·ement, Service Provider shall turn over to Successor Agency all such original maps , models , designs , drawings , photographs , studies , surveys , reports , data , notes , computP.r files , files and other documents . If and to the extent that Successor Agency utilizes for any purpose not related to this Agreement any maps , models , designs , drawings , photographs , studies , surveys , reports , data , notes, computer files , files or other documents prepared , developed or discovered by Service Provider in the course of providing the Services pursuant to this Agreement, Service Provider's guarantees and warranties in Section 9 "Standard of Performance " of this Agreement shall not extend to such use of the map s , models , designs , drawings , photographs , studies , surveys , reports , data , notes , computer files , files or other documents . SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS . (a) Service Provider shall maintain any and all documents and re cords demonstrating or relating to Service Provider's performance of the Services . Service Pro vider shall maintain any and all ledgers , books of account, invoices , vouchers , canceled checks , or other documents or records evidencing or relating to work , services , expenditures and disbursaments charged to Successor Agency pursuant to this Agreement. Any and a ll such docume nts or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services prov :ded by Service Provider pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execu tion of this Agreement and to the extent required by laws relating to audits of public agencies and the ir expenditures . (b) Any and all records or documents requ ired to be ma in ta in ed pursuant to this section shall be made available for inspection , aud it and copying , at any time during regular business hours , upon request by Successor Agency or its designated representative . Copies of such documents or record s shal l be provided directly to the Successor Agency for inspection, audit and copying when it is practical to do so ; otherwise , unless an alternative is mutually agreed upon , such documents and records shall be made available at Service Provider's address indicated for receipt of notices in this Agreement. R IV #4838 -6958-3880 v3 DRAFT 1/27115 B-4 (c) Where Successor Agency has reason to believe that any of the documents or record s required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Service Provider's business , Successor Agency may, by written request , require that custody of such documents or records be given to the Successor Agency . Access to such documents and records shall be granted to Successor Agency , as well as to its successors-in-interest and authorized representatives . SECTION 8. INDEPENDENT CONTRACTOR. (a) Service Provider is and shall at all times remain a wholly independent contractor and not an officer , employee or agent of Su cc essor Agency. Service Provider shall have no authority to bind Successor Agency in any manner, nor to incur any obligation , debt or liability of any kind on behalf of or against Successor Agency , whether by contract or otherwise , unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by Successor Agency . (b) The personnel performing the Services under this Agreement on behalf of Service Provider shall at all times be under Service Prov ider's exclusive direction and control. Neither Successor Agency nor any elected or appointed boards , officers , officials , employees or agents of Successor Agency shall have control over the conduct of Service Provider or any of Service Provider's officers , employees , or agents except as set forth in this Agreement. Servi ce Provider shall not at any time or in any manner represent that Service Provider or any of Service Provider's officers , employees, or agents are in any manner officials , officers , employees or agents of Successor Agency . (c) Neither Service Pro vider nor any of Service Provider's officers , employees or agents shall obtain any rights to retirement , health care or any other benefits which may otherwise accrue to Successor Agency 's employees. Service Provider expressly waives an y claim Service Provider may have to any such rights . SECTION 9. STANDARD OF PERFORMANCE. Service Provider represents and warrants that it has the qua li f icat ions , experience and facilities ne cessary to properl y perform the Services required under this Agreement in a thorough , competent and professional manner. Serv ice Pro vider shall at all times faithfully , competently and to the best of its abil ity, experience and talent, perform all Services . In meeting its obligations under this Agreement, Service Provider shall employ, at a minimum , generally accepted standards and practices util ized by persons engaged in providing services similar to the Services required of Service RIV #4838 -6958-3880 ,3 DRAFT 1/27 /15 B-5 Provider under this Agreement. In addition to the general standards of performance set forth this section , additional specific standards of performance and performance criteria may be set forth in Exhibit "A " "Scope of Work" that shall also be applicable to Service Provider's work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general. SECTION 10 . COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES. Service Provider shall keep itself informed of and comply with all applicable federal, state and local laws , statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Service Provider shall obtain any and all li censes , permits and authorizations necessary to perform the Services set forth in this Agreement. Neither Successor Agency nor any elected or appointed boards , officers , officials , employees or agents of Successor Agency shall be liable, at law or in equity , as a result of any failure of Service Provider to comply with this section . SECTION 11. PREVAILING WAGE LAWS It is the understanding of Successor Agency and Service Provider that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of th e following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder : Construction , alteration , demolition, instal lation , or repair work performed on public buildings , facilities , streets or sewers done under contract and paid for in whole or in part out of public funds . In this context , "construction" includes work performed during the design and preconstruction phases of construction including , but not limited to , inspection and land surveying work . SECTION 12. NONDISCRIMINATION . Service Provider shall not discriminate , i n any way , against any person on the basis of race , color, religious creed , national origin, ancestry, sex , age , physical handicap , medical condition or marital status i n connection with or related to the performance of this Agreement. SECTION 13. UNAUTHORIZED ALIENS. Service Provider hereby promises and agrees to comply with all of the previsions of the Federal Immigration and National ity Act, 8 U.S .C.A. §§ 1101 , et seq ., as amended , and in connection therewith, shall not employ unauthorized aliens as defined therein . Should Service Provider so employ such unauthorized aliens for the performance of the Services , and should the any liability or sanctions be imposed against Successor Agency for such use of unauthorized aliens , Service Provider hereby agrees to and shall reimburse Successor Agency for the cost of all such liabilities or RIY #483 8-6958-3880 v3 DRAFT 1/27/15 B -6 sanctions imposed , together with any and all costs , including attorneys' fees , in curred by Successor Agency . SECTION 14. CONFLICTS OF INTEREST. (a) Service Provider covenants that neither it , nor any officer or principal of its firm , has or shall acquire any interest , directly or indirectly , which would conflict in any manner with the interests of Successor Agency or which would in any way hinder Service Provider's performance of the Services . Service Provider further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee , agent or subcontractor without the express written consent of the Executive Director . Service Provider agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of Successor Agency in the performance of this Agreement. (b) Successor Agency understands and acknowledges that Service Provider is , as of the date of execution of this Agreement , independently involved in the performance of non -related services for other governmental agencies and private parties . Service Provider is unaware of any stated position of Successor Agency relative to such projects . Any future position of Successor Agency on such projects shall not be considered a conflict of interest for purposes of th is section . (c) Successor Agency understands and acknowledges that .3ervice Provider will, perform non-related services for other governmental ayencies and private Parties following the completion of the Services under this Agreement. Any such future service shall not be considered a confl ict of interest for purposes of this section . SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION . (a) All information gained or work product produced by Service Provider in performance of this Agreement shall be considered confidential , unless such information is in the publi c domain or already known to Service Provider . Service Provider shall not release or disclose any such information or work product to persons or entities other than Successor Agency without prior written authorization from the Successor Agency Manager, except as may be required by law . (b) Service Provider, its officers, employees, agents or subcontractors , shall not , without prior written authorization from the Successor Agency Manager or unless requested by the Successor C..gency Attorney of Successor Agency, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other RIY #483 8-6958-3880 v3 DRAFT 1/27/15 B-7 information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "vol untary" provided Service Provider gives Successor Agency notice of such court order or subpoena . (c) If Service Provider , or any officer , employee , agent or subcontractor of Service Provider , provides any information or work product in violation of this Agreement, then Successor Agency shall have the right to reimbursement and indemnity from Service Provider for any damages , costs and fees, including attorneys fees , caused by or incurred as a result of Service Provider's conduct. (d) Service Provider shall promptly notify Successor Agency should Service Provider , its officers , employees , agents or subcontractors be served with any summons , complaint, subpoena , notice of deposition , req uest for documents, interrogatories , request for admissions or other di scovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. Successor Agency retains the right , but has no obligation , to represent Service Provider or be present at any deposition, hearing or similar proceeding . Serv ice Provider agrees to cooperate fully with Successor Agency and to provide Successor Agency with the opportunity to review any response to discovery requests provided by Service Provider. However , this right to review any such response does not imply or mean the right by Successor Agency to control , direct , or rewrite said response . SECTION 16 . INDEMNIFICATION. (a) Indemnification for Professional Liability . Where the law establishes a professional standard of care for Service Provider's services , to the fullest extent permitted by law, Service Provider shall indemnify, protect , defend and hold harmless Successor Agency and any and a ll of its officials , employees and agents ("Indemnified Parties ") from and against any and all liability (including liability for claims , suits , actions , arbitration proceedings, administrative proceedings , regulatory proceedings , losses , expenses or costs of any kind , whether actual , alleged or threatened , inc luding attorneys fees and costs, court costs , interest , defense costs , and expert witne~s fees ) arise out of, are a consequence of, or are in any way attributable to , in whole or in part , any negligent or wrongful act, error or omission of Service Provider, or by any individual or entity for which Service Provider is legally liable , including but not limited to officers , agents , employees or sub-contractors of Service Provider, in the performance of professional services under this Agreement. (b) Indemnification for Other than Professional Liability . Other than in the performance of professional services and to the full extent permitted by law , Service RIV #483 8-6958-3880 v3 DRAFT 1/27115 B-8 Provider shall indemn ify, protect , defend and hold harmless Successor Agen .;y , and any and all of its employees , officials and agents from and against any liab ility (including liability for claims, suits , actions , arb itration proceedings , admin i strative proceedings , regulatory proceedings , losses , expenses or costs of any kind , v1hether actual, alleged or threatened , including attorneys fees and costs , court costs , interest , defense costs , and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to , in whole or in part , the perfo rmance of this Agreement by Serv ice Provider or by any i ndividual or entity for which Service Provider is legally liable , including but not limited to officers , agents , employees or sub- contractors of Service Provider. (c ) Indemnification f rom Sub-Service Providers . Service Provider agrees to obtain executed indemnity agreements with provisions identical to those set forth in this se ction from e ach and every sub-Service Prov ider or any other person or entity involved by , for , w ith or on behalf of Service Provider in the performance of this Agreement naming the Indemnified Parties as additional indemnitees . In the event Service Provider fails to obtain such indemnity obligations from others as required here in , Service Provider agrees to be fully responsible according to the terms of th is section . Failure of Successor Agency to monitor compliance w ith these requirements imposes no additional obligations on Successor Agency and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Su ccessor Agen c y as set forth herein is binding on the successors , assigns or heirs of Service Provider and shall survive the termination of this Agreement or this section . (d ) Limitation of Ind e mnification . Notwithstanding any provision of this section to the contrary , design professionals are requ i red to defend and indemnify th e Successor Agency only to the extent permitted by Civil Code Section 2782 .8 , which lim its the liability of a design professional to claims , suits , actions , arb itration proceedings , administrative proceedings , regulatory proceedings , losses , e xpenses or costs that arise out of, perta in to , or relate to the negligence , recklessness , or willful misconduct of th e design professional. The term "d esign professional ," as d efined in Section 2782 .8 , is limited to licensed architects , licensed landscape arch ite cts , registered professional eng ineers , professional land surveyo rs , and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code . (e) Successor Agency 's Negligence . Th e provisions of this section do not apply to cla ims occurring as a result of Successor Agency's sole negligence . The provisions of this section shall not release Su cce sso r Agency from liability arising from gross negligence or willful acts or omissions of Successor Agency or any and t1 ll of its officials , employees and agents . RIV #4838-6958-388 0 v3 DRAFT 1/27/15 B-9 SECTION 17. INSURANCE. Service Provider agrees to obtain and maintain in full fo rce and effect during the term of th is Agreement the insurance policies set forth in Exhibit "C" "lnsuran,;e " and made a part of this Agreement. All insurance pol ic ies shall be subject to approval by Successor Agency as to form and content. These requirements are sutject to amendment or waiver if so approved in writing by the Successor Agency Munager. Service Provider agrees to provide Successor Agency with copies of required policies upon request. SECTION 18. ASSIGNMENT. The expertise and experience of Service Provider are material considerations for this Agreement. Successor Agency has an interest in the qualifications and ca pability of the persons and entities who w ill fulfill the duties and obligations imposed upon Service Provider under this Agreement. In recognition of that interest , Service Provider shall not ass ign or transfe r this Agreement or any portion of this Agreement or the performance of any of Service Provider's duties or obligations under this Agreement without the prior written consent of the Successor Agency . Any attempted assignment shall be ineffective, null and void , and shall constitute a material breach of this Agreement e ntitling Successor Agency to any and all remedies at law or in equity, including termination of this Agreement pu rsuant to Se ction 20 "Termination of Agreement." Successor Agency acknowledges , however, that Service Provider, in the performance of its duties pursuant to this Agreem e nt , may utilize subcontractors . SECTION 19. CONTINUITY OF PERSONNEL. Serv ice Provider shall make every reasonable effort to maintain the stab ility and continuity of Service Provider's staff and subcontractors , if any , assigned to perform the Services . Service Provider shall notify Successor Agency to any changes in Service Provider's staff and sub-contractors , if any , assigned to pe rform the Services pri or to and during any such performance . SECTION 20. TERMINATION OF AGREEMENT. (a) Successor Agency may terminate this Agreement, with or without cause , at any time by giving thirty (30 ) days written notice of termination to Service Provider. In the event such notice is given , Serv ice Provider shall cease immediately all work in progress . (b) Service Provider may terminate this Agreement for cause at any time upon thirty (30 ) days written notice of terminat ion to Successor Agency . (c) If either Service Provid e r or Successor Agency fail to perform any material obligation under this Agreement , then , in addition to any other RIV #4838-6958-3880 v3 DR AFT 1/27/15 B-1 0 remedies , e ithe r Service Prov ider, or Successor Agency may terminate this Agreement i mm ediately upo n w ritten notice . (d) Upon termination of this Agreement by either Service Provider or Successor Agency , all property be lo nging exc lusive ly to Successor Agency which is in Service Provider's possess ion s hal l be returned to Successor Agency . Service Provider sha ll f urn ish to Successor Agency a fina l i nvoice for wo rk pe rform e d a nd expe nses inc urred by Serv ice Provider, prepared as set fort h in Section 4 "Compensat ion and Method of Payment" of this Agreeme nt. Thi s f ina l invoice shall be reviewed and paid in the same manner as set forth i n Section 4 "Compensation and Method of Payment" of this Agreement. SECTION 2 1. DEFAULT. In the event that Service Provider is in default under the terms of t h is Agreement , the Successor Agency sha ll not have any obligation or duty to continue compensating Service Provider for any work performed after the date of default. Instead , the Successor Agency may give notice to Service Provider of the default and the reasons for the default. The no ti ce sha ll incl ude the t imeframe in which Service Provider may cure t he defau lt. Th is tim ef rame is presumptively t hirty (30) days , but may be extended , though not reduced , if circumstances warra nt. Du ring t he period of time that Service Provider is in default, th e Successor Agency shal l hold all invoices and shall , when the default is cured , proceed with payment on the invoices . In the alternative , the Successor Agency may, in its sole discretion , e lect to pay some or all of the outstanding invoices during the period of default. If Service Provider does not cure the default, the Successor Agency may take necessary steps to terminate th is Agreement under Section 20 "Termination of Agreeme nt." Any failure on the part of the Successor Agency to give notice of t he Service Provider's default shall not be deemed to result in a waiver of the Successo r Agency 's lega l rights or any rig hts arising out of any provision of t his Agreement. S ECTION 22 . EXCUSABLE DELAYS . Service Provider s hall not be liab le for damages , in cluding liquidated damages , if any , caused by de lay in performance or failure to perform due to causes beyond the contro l of Service Provi de r. Such causes include , but are not limited to , acts of God , acts of the public enemy, acts of federa l, state or local governments , acts of Successor Agency , court orders , f ires , floods , epidemics , strikes , embargoes , and unusually severe weather. The term and price of this Agreement shall be equitably adj usted fo r any de lays due to suc h causes . SECTION 23. RIV #4838-6958-3 880 v3 DRAFT 1/27 /15 COOPERAT ION BY SUCCESSOR AGENCY. B-1 1 All public information , data , reports , records , and maps as are existing and available to Successor Agency as public records , and which are necessary for carrying out the Services shall be furnished to Service Provider in every reasonable way to facilitate , without undu e delay, the Services to be performed under this Agreement. SECTION 24. NOTICES. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail , postage prepaid and return receipt requested , addressed as follows : To Successor Agency : Successor Agency to Temple Successor Agency Attn : Executive Director 9701 Las Tunas Dr. Temple City , CA 91780 To Service Prov ider: Michae l Busch , President and CEO Urban Futures Incorporated 3111 North Tustin , Suite 230 Orange , CA 92865 Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the Un ited States Postal Service . SECTION 25. AUTHORITY TO EXECUTE . The person or persons executing this Agreement on behalf of Service Provider represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Service Provider to the performance of its obligations hereunder. SECTION 26. ADMINISTRATION AND IMPLEMENTATION. This Agreement shall be administered and executed by the Executive Director o r his or her designated representative . The Executive Directo r shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds , consistent with Section 28 "Amendment" and the Successor Agency Executive Director's contracting authority under the Temple City Municipal Code, as applied to the Successor Agency in its capacity as successor- in-interest to the Former Temple City Community Redevelopment Agency. SECTION 27. RIV #4838-6958 -3880 v3 DRAFT 1/27115 BINDING EFFECT. B-1 2 This Agreeme nt sha ll be bind in g upon the heirs , executors , administrators , successors and assigns of the Parties. SECTION 28. AMENDMENT. No amendment to or mod ificatio n of th is Agreement shall be v alid unless made in wri ting and approved by the Service Pro vider and by the Successor Agen cy. The Exec utive Director shall have the authority to approve any amendment to this Agreement if the total amended co mpensation under this Agreement would not exceed the base compensatio n set forth in Section 4 by an amount in excess of the Executive Directo r's contracting a uth ority under the Temple C ity Municipa l Code , as applied to the Successor Agency in its capacity as successor-in-interest to the Former Temple City Community Redevelo pm en t Agency . All other amendments shall be approved by the Successor Agency Board . The Parties agree that the requireme nt for written modifications cannot be waived and that any attempted waiver shall be void . SECTION 29 . WAIVER. Waiver by a ny Party to th is Agreement of any term , condition , or covenant of th is Agreement shall not constitu te a waiver of any other term , conditio n , or covenant. Waiver by any Party of any breach of th e provisions of this Agreement shal l not constitute a waiver of any other provision nor a waiver of any subsequent breach or vio lation of any provision of this Agreement. Acceptance by Successor Agency to any work o r services by Service Provider shall not constitute a waiver of any of the provisions of this Agreement. SECTION 30. LAW TO GOVERN; VENUE. This Agreemen t shal l be interpreted , construed and governed accordin g to the laws of the State of California . In the event of litigation between the Parties , venue in state trial co urts sha ll lie exclusively in the County of Los Angeles , California . In the event of litigation in a U.S. District Court , venue shall lie exclus ively in the Centra l District of California , in Los Angeles . SECTION 31 . ATTORNEYS FEES, COSTS AND EXPENSES. In the event litigation or othe r proceeding is required to enforce or interpret any provision of this Agreement , the prevai li ng Party in such litigation or other proceed ing shall be entitled to an award of reasonable attorney's fees , costs and expenses , in addition to any other relief to which it may be entit led . SECTION 32. ENTIRE AGREEMENT. This Agreement , including the attached Exhibits "A" through "C", is the entire , complete , final and exclusive express ion of the Parties with respect to the .natters RIV #4838-6958-388 0 v3 DRAFT 1/27/15 B-1 3 addressed therein and supersedes all other agreements or understandings , whether oral or written , or entered into between Service Provider and Successor Agency prior to the execution of this Agreement. No statements , representations or other agreements , whether oral or written, made by any Party which are not embodied herein shall be valid and binding . SECTION 33. SEVERABILITY. If any term , condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid , void or unenforceable , the rema in ing provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid , void or unenforceable provision(s). SECTION 34. CONFLICTING TERMS. Except as otherwise stated herein , if the terms of this Agreement conflict with the terms of any Exhibit hereto , or with the terms of any document incorporated by reference into this Agreement , the terms of this Agreement shall control. IN WITNESS WHEREOF , the Parties hereto have executed this Agreement on the date and year first -above written . ATTEST: Peggy Kuo Secretary RIV 11483 8-6958-3880 v3 DRAF T 1/27/15 B-1 4 SUCCESSOR AGENCY TO THE FORMER TEMPLE CITY COMMUNITY REDEVELOPMENT AGENCY Bryan Cook Executive Director APPROVED AS TO FORM Eric S. Vail Successor Agency Counsel By : ______________________ __ By : ______________________ __ Its : Its : ------------------------ NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER'S BUSINESS ENTITY. RIV #4838 -69 58-3 880 v3 DRAFT 112 7/15 B-1 5 CA LI FORN IA A LL-PURPOSE ACK N OWLEDGMENT ~**'''''''''''''''''''*'''''*'''*''''''''''''''''''''''''''''''''''''*'''*'''''''t'''''''''''' A notary publ ic or otller offscer completing tllis certificate verifies onl y the identity of the individual who si gned the document, to whidl tllis certificate is attached, and not the truthful ness, accuracy, or val.idity of tllat document_ Stat e at Ca lit om ia } Coun t y of l os Angeles On ____________ bef ore me,--------------------- (J fJ.SQrt NamQ of Notary Pvblic and Tit~) personally appeared------------------------------- who proved to me on the bas i s of satisfaaory ev i dence to be the person(s) whose name!sl is/are ~ubscribed to tlle with i n i nstrument and adcnowledgeu' to me tllat he/she/they executed the s.a me in !lis/her /thei r autllorized capacity{ies ), and that by ;l is/her/thei r signaturejs) on tlle i nstrument tlle pe r son(s ). or the entity upon beharf of whidl the person{s) aaed, executed the instrument_ l certify under PENAlTY OF PERJURY under the laws of tlle Stat,e o f California that the foregoi ng paragraph is true and correct_ WITNESS my hand and offkial sea l. Si gnature----------------- (Si 9 rvotllrv of h'o tary PtJ b.'Jc) --------------OPTIONAL-------------- Though the informati on ;s not required by J.a w, ;r may prove val uabl e to persons relying on the document artd could pre•.-.ent fra -u dulent remov a l and reatrachment of th;s form to another document_ Description of Attached Document Title o f Ty p e of Document:------------------------------- D ~mentDa~: __________________ _ Number o f Pages: --------- S igner(s) Other Than Named Above :---------------------------- Capadty{ies) Claimed by Signer{s) Si gner's Name:------------- 0 Indivi dual 0 C.o rporate Officer -Title (s): ______ _ n Partn e r n l imited 0 Ge n eral & 4 ¢ 41 & Signer's Name: ____________ _ D In divi du al 0 Corporate Office .--Ti t le(s }: -------- ro D::>rTn<>r n I i m it<>rl ro r...c>n4>r:::o l ----· CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, .. , .. ,,,,,,,,,,,,,,,,,,,,,,,,.,, ... A notary publ ic or ottter officer completing ttt is certificate veriftes onl y the identrty of the individual who si gned the document, to whidl tttis certificate is attached, and not the truthfulness, accuracy, or validrty o f ttt at document. State of Cal ifornia } County of Los Angeles On ____________ be fore me,---------------------- {fn.wrt Nomi1 of Notary Pvblt'c and Tttltl ) persona lly appeared-------------------------------- who proved to me on the bas i s of satisfactory evtdence to be the person(s) whose name(s) is/are ~ubscribed to tlle with in instrument and admowledged to me tllat he/she/they executed the same i n hts/her/their autllorized capadty{re:s ), and that by hts/her/thei r signature(s) on tlle instrument tlle per son(s ), or t he entity upon behalf of whidl the per50n{s) acted, exeruted the instrument. I certify un der PE NALTY OF PERJURY under the laW'S of tlle State of California that the f oregoi ng paragraph ts true an d correct. WITNESS my hand and offtci al seal. Signature----------------- (Si gnoturv of h'ocrrl)' PtJb.l.ic) --------------OPTIONAL -------------- Though the info rma6on is not required by Jaw, it may prove v.aluabJe to perscns relyi ng on the docum"Ytt and coufd prevent fraudulen t remova f and reattachment of th is form to another document. Description of Attached Document T~leo f Ty peofOoru~nt : ______________________________ ___ Docu~ntOate: __________________ _ Number of Pages:-------- S ~n e ~s)~her~anNa~~Ab~e =---------------------------- Capadty(ies) Claimed by Signer(s) ~gne (sName: ____________ _ Signer's Na~: _____________ _ 0 Indivi dua l D Indi vi du al D Corporate Office .--T~le (s): ______ _ 0 Corpo.-ate Office .--Title (s}: -------- 0 Partn er 0 limit ed 0 Ge n e.-al I :1_ ::11 0 Attorney i n Fact 0 Pa rtner 0 Lim ited D Gene.-a l -=====- 0 Att orne y in Fa ct 0 Trustee 0 Trustee D Gu a rdian or Conservator 0 Guardian o .-Conservato.- 0 Ot her: 0 Othe.-: ---------- ~g ner is Representing: Signer is Repi"E!senti n g: ____ _ EXHIBIT "A" SCOPE OF SERVICES I. Service Provider will perform the following Services : A. Conduct preliminary analyses and make recommendations for financing alternatives . B. Manage transactions includ ing assist in developing the financing team , developing the sale calendar , assist with presentations and recommendations to City management, City Council/Successor Agency and Oversight Board . C . Prepare detailed calendar outlining various tasks and activities required to comp lete the refunding . D . Rat ing agency presentations , review ing formation and bond documents , prepare cash flows , covenants , security provisions and other required documents . E . Pricing review and investor monitoring for cost-effective financi ng. II. Service Provider will utilize the following personnel to accomplish the Services : A. Michael P. Busch , President and CEO B . Doug Anderson , Fiscal Co nsultant Lead C . John M . Phan , Technical Lead RIV #4 838-6958-3880 v3 DRAFT 1/27/15 B-18 EXHIBIT "8" COMPENSATION I. The total compensation for the Services shall not exceed $35 ,000 , as provided in Section 4 "Compensation and Method of Payment" of this Agreement. RIV #483 8-6958-3 880 v3 DRAFT 1127115 B-19 EXHIBIT "C" INSURANCE A Insurance Requirements . Service Provider shall provide and maintain insurance, acceptable to the Successor Agency , in full force and effect throughout the term of this Agreement, against claims for in j uries to persons or damages to property which may arise from or in connection with the performance of the Services by Service Prov ider, its agents , representatives or employees . Insurance is to be placed with insurers with a current A.M . Best's rating of no less than A:VII. Service Provider shall provide the following scope and limits of insurance : 1. Minimum Scope of Insurance . Coverage shall be at least as broad as : (1) Commercial General Liability . Insu rance Serv ices Office form Commercial General Liabil ity coverage (Occurrence Form CG 0001 ). (2) Automobile. Insurance Services Office form number CA 0001 (E d . 1/87) covering Automobile Liab il ity , including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the Successor Agency . (3) Workers' Compensation . Workers' Compensation insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Service Provider and all risks to such persons under this Agreement. (4) Professional Liability . Professional liability in surance appropriate to the Service Provider's profession . This coverage may be written on a "claims made " basis, and must include coverage for contractual liabil ity . The professional liab il ity insurance required by this Agreement must be endorsed to be applicable to claims based upon , arising out of or related to Serv ices performed under this Agreement. The insurance must be maintained for at least three (3) consecut ive years following the completion of Service Provider's services or the termination of this Agreement. Du ri ng this additional three (3) year period , Service Provider shall annual ly and upon request of the Successor Agency submit written evidence of this continuous coverage . 2 . Minimum Limits of Insurance . Service Provider shall mainta in limits of insurance no less than : (1) Commercial Genera l Liability. $1 ,000 ,000 general aggregate for bodily injury , personal injury and property damage . RIV #4838-6958-3880 v3 DRAFT 1/27/15 C-1 (2) Automobile. $1 ,000 ,000 per accident for bodily inj1 1ry and property damage. A combined single limit policy with aggregate limits in an amount of not less than $2 ,000,000 shall be considered equivalent to the said required m 'nimum limits set forth above . (3) Workers' Compensation . Workers' Compensation as required by the Labor Code of the State of California of not less than $1 ,000,000 per occurrence. (4) Professional Liability . $1 ,000 ,000 per occurrence . B . Other Provisions. Insurance policies required by this Agreement shal l contain the following provisions : 1 . All Policies . Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended , voided , cance ll ed by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail , return receipt requested , has been given t o Successor Agency . 2 . Commercial General Liability and Automobile Liability Coverages . (1) Successor Agency , and its respective elected and ap•)O i nted officers , officials , and employees and volunteers are to be covered as add itiona l insureds as respects : liability arising out of activities Service Provider performs ; products and completed operations of Service Provider; prem ises owned , occupied or used by Service Provider; or automobiles owned , leased, hired or borrowed by Service Provider. The coverage shall contain no special limitations on the scope of protection afforded to Successor Agency, and their respective elected and appointed officers , officia ls , or employees . (2) Service Provider's insurance coverage shall be pri mary insurance with respect to Successor Agency, and its respectiv e elected and appo inted , its officers , officia ls , employees and volunteers . Any insurance or self-i nsurance maintained by Successor Agency, and its respective e lected and appointed officers , officials , emp loyees or volunteers , shall apply i n excess of, and not contri bute with , Service Provider's insurance . (3) Service Provider's insurance shall apply separately to each i nsured aga i nst whom claim is made or suit is brought , except with respect to tt· e lim its of the insurer's l iability. RIV 114838-6958-3880,3 DRAFT 1/27/15 C-2 (4) Any failure to comply with the reporting or other provisions of the insurance policies , including breaches of warranties , shall not affect coverage provided to Successor Agency , and its respective elected and appointed officers , officials , employees or volunteers. 3 . Workers' Compensation Coverage . Unless the Successo r Agency Manager otherwise agrees in writing , the insurer shall agree to waive all riJhts of subrogation against Successo r Agency , and its resp ective elected and appointed officers , officials , employees and agents for losses arising from work performed by Service Provider . C . Other Requirements . Service Provider agrees to deposit with Successor Agency , at or before the effective date of this Agreement , certificates of insurance necessary to satisfy Successor Agency that the insurance provisions of this contract have been complied with . The Successor Agency may require that Service Prov ider furnish Successor Agency with copies of orig i nal endorsements effecting coverage required by th is Exhibit "C". The cert ificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. Successor Agency reserves the right to inspect complete, certified copies of all required insurance policies , at any time . 1. Service Provider shall furnish certificates and endorsements from each subcontractor identical to those Service Prov ider provides . 2 . Any deductib les or self-insured retentions must be dec lared to and approved by Successor Agency . At the option of Successor Agency , either the insurer shall reduce or el iminate such deductibles or self-insured retentions as rE !Spects Successor Agency or its respective elected or appointed officers , officials , employees and volunteers or the Service Provider shall procure a bond guaranteeing payment of losses and related investigations , claim administration , defense expenses and claims . 3 . The procuring of such required policy or policies of insurance shall not be construed to limit Service Provider's liability hereunder nor to fu lfill the indemnification provisions and requirements of this Agreement. RIV #4838 -6958-3880 v3 DRAFT' 1127115 C-3 URBAN FUTU RES Public Finance Group P ublic Management Group lsom Advisors 3111 North Tustin, Suite 230 Orange, CA 92865 Bus: (714) 283-9334 Fax: (114) 283-5465 1470 Maria Lane, Sw~e 315 Walnut Creek, CA 94596 Bus: (925) 478-7450 Fax: (925) 478-7697 5170 Golden Foothill Parkway ElDorado H1~/s, CA 95763 (916) 235-7800 ATTACHMENT 8 City of Temple City 2015 RFP Financial Advisory Services Proposal I October 13, 2 015 (Ujl U RB AN FUTU R E S !Incorporated '1 N L~ J •• ~ v~ S-. t~ ?.3v Orange CA 92865 October 13, 2015 City of Temple City 9701 Las Tunas Drive Te m ple City, CA 91780 Attention : Tracey L. Hause, Ad m inistrative Serv ices Director Re: Proposa l t o Provide Financia l Ad vis ory Services Dear M s. Hause, (714) 283 9334 Fax (714) 283-5465 urban futures rc com Urban Futures Inc. (UF I) is plea sed to su bmit this proposal to provide financial advisory services to the City of Temple City (City). We believe that our uniq ue combin at ion of q u alifications, resources, and experience will ensure value-adde d service resulting from efficient and success ful implementation of fo rward-looking programs that will benefit the City and its residents, bu sinesses and visitors. Based on our understand ing, the City seeks to effect good public policy in r efundi ng the 2005 Tax All ocation Bond s. As a p art of good public po li cy, a refunding of the bonds should yield as much savings to the involved taxing agencie s as possible, thereby making the most efficient use of taxpayer resources. Our propose d advisory team has completed the financ ings, fiscal consultant's reports, and post-issuance compliance for over 50 series of tax allocation bonds over the last five years. The depth of our experience and the comprehensive nature of our se rvice del ivery fo r tax alloca ti on bonds are unparalleled. Our firm's Chief Executive Officer, Mr. Michael Busch , will manage th e project as advisory team l ead, uti lizing his decades of colle ctive experience serving on the public side in roles such as assistant and deputy city manag e r as well as ch ief finan cial officer. Our having identified and presented the re funding opportunity to the City demonstrates our dedication to covering the City, and we are enthusiastic about the opportunity to work with the City. If you have any questions, please do not hesitate to contact me at (714) 283-9334 or MichaeiB@UrbanFutureslnc.com. Sincerely, URBAN FUTURES , INC. Michael P. Busch President & CEO City of Temple City-2015 Proposal to Provide Financial Advisory Services TABLE OF CONTENTS 1. OVERVIEW OF FIR M AND RELATED EXPER IENCE .................................................................................. 3 < Introduction to the Firm > ...................................................................................................................... 3 <City's Fin ancing N ee d s> ......................................................................................................................... 3 < Ex p erience > ........................................................................................................................................... 3 2. SCOPE OF WORK ................................................................................................................................... 4 <Approa ch > ............................................................................................................................................. 4 < Project Tasks & Act io ns> ........................................................................................................................ 4 3. PROPOSE D STAFF Q UALI FICATIONS ................................................................................................... 10 < Project Organization > .......................................................................................................................... 10 < Key Pro pose d Personnel > ................................................................................................................... 10 4 . STATE MENT OF EXPERIEN CE .............................................................................................................. 1 2 < Summary of St aff and Firm Qual ificat ions > ........................................................................................ 1 2 5. REFERENCES ........................................................................................................................................ 14 6. CO NTRACTS COMPLETED DURING THE LAST THREE YEARS ............................................................... 15 7. FEE PROPOSAL .................................................................................................................................... 26 Urban Futures, Inc. 2 1. OVERVIEW OF FIRM AND RELATED EXPERIENCE The proposal should include a brief synopsis of the consultant's understanding of the Ci ty's needs and how the consultant plan s to meet these needs. This section should provide a broad understanding of the consultant's entire pro posal. <INTRODUCTION TO THE FIRM > Since 1972, Urban Futures, I nc. (UFI) has provided municipal advisory services to cities, counties, special district s, and non-profits in the State of Califo rni a. The firm of 25 consultants is privately owned, and it is registered with the SEC and MSRB. Urban Futures Inc. i s recognized as one of the Top 5 financial advisory firms in the St at e both in terms of p ar and number of bond sa les.1 Our clients have put their trust in UFI over its 43-year his tory. In many cases , our financial adv isory staff has worke d closely with each other for decades on many proj ects. Our recent experience includes that for the Cities of Pasadena, Azusa , Monrovia, South Pa saden a, Monterey Park, Irwindale, and many others. <CITY'S FINANCING NEEDS> Earlier this year, UF I identified and presented the savings opportunity fro m re funding the City's 2005 Tax Allocation Bonds. The City seeks to refund the 2005 Bonds as a matter of good public policy. As a part of good public policy, a refunding of the bond s should yield as much savings to the affected taxing agencies as poss i ble, thereby making the most efficient use of taxpayer resource s. As suc h, the City seeks a consultant who has the staffing capacity to undertake a compressed financing to take advantage of near- historic lows in interest rates. The City also seeks a consultant who has the depth of experience in organizing the most appropriate financing t eam, moving the financing process forward , and ha s the in- house financial structuring capabilities to i ndependently verify the structures recommended by und erwriters. <EXPERIENCE> In addition to being a To p 5 financial advisory firm , UFI is unparalleled in depth of experience with tax allocation bonds such as the City's 2005 Bonds. Mr. Michael Busch has led 57 TAB s transactions over the last five years, most in unison with Mr. Doug Anderson with 30 years of experience at UFI , who also produces the majority of the ass ociated Fiscal Consultant's Reports. Mr. Anderson has also assisted the City with its ROPs cycles, the understanding for which is important to the refunding structure. They are supported with Mr. Jo hn Ph an, and industry veteran with both underwriting and advisory experience. 1 CD lAC-California Public Debt Issuance Monthly Data Vol. 33 , No. 5, May 2014 Urban Futures, Inc. 3 mil U RU A "' F T R ES j lnmrpurutul City of Temple City -201 5 Propos al to Pro vide Financial Advisory Services 2. SCOPE OF WORK The Consultant shall include in its proposal a detailed scope of work and understanding of the process to undertake such projects and complete it in compltance with all opplicable rules, regulations, standards, and requirements. A detailed schedule showing t asks, milestones, and an t icipated public meetings should also be included showi ng a clear t ime line, cr itica l path that leads to a final a pproved project. Th e scope of work shall indicate the tasks/actions the consultant expects the City to perform/take; and the schedule shall show critical path items that are dependent of the City's actions. <APPROACH > The proposed team's principal staff i s managed directly by Mr. Michael Bu sch, President & CEO. Mr. Bu sch, a long-time ve t e ra n in public service through roles su ch as Assi stant Ci t y M anager an d Ch i ef Fi nan cial Offi cer, w ill man age th e day-to-d ay as p ec t s o f the p ro j ec t , ensuring that it effectively meets the City's objectives, including the objectives of being w ithin budget. He will al so lea d t he advi so ry team in t he co nd u ct of an alyse s and prep ara t ion of p r oject delivera b le s. UFI 's project m an ag ement app r oac h is built upon th e f o llow in g pri nci p les: 1) Commitment: To serve our cli e nts w ith a professi o nal approach, integrity, h ones t y , and with t he publ ic go od in mind ; 2) Excellence : To be t he b est through the hiring of proven p ro f ess ionals in t he fi e ld with releva n t ex perience an d a proven track r ecord ; 3) Passion : To se rve o ur clients with a pass ion for publ ic se rvi ce and a d edication f or improv i ng t h e co m m unities in which we work, live, and pla y; a nd 4) Results: To p r ov ide a servi ce an d produ ct unmatched in ou r f ie ld, on-time, w ithin budget , and exceeding t h e expec t ations of ou r cli ents. <PROJECT TASKS & ACTIONS> Activity 1: Conduct Preliminary An a lyses and Make Re commendations for Fi nancing Alternatives (MB, DA,JP) Parti cip at e in the st ru ct uri ng process Ve rify econ omics of each f inanci ngs and th at , even in t he presence of si gnificant annual or net- present-va lu e saving s, financ ing(s) are in the City's long-te r m inter est a nd reflect the City's goals an d poli cy object ives Comprehensiv e comparison of fi na nci ng alternatives Urba n Fu t ures, Inc. 4 ---------------------------------------------------------- [Jj]] U RU A ' F UTUR ES j lnl'nrpnratl·cl City of Temple City-2015 Proposal to Provide Fina ncial Advisory Services UFI will conduct pre li minary analyses an d make recommendations for financin g alternatives as they relate to market rates, ti ming of fina n cing, impact of negative arbitrage, and long-term impacts to the City. In doing so, U FI will deve lop separa t e reviews of eac h financing with con siderations that incl ude: • Comparative analysis of various financ in g options • Estimated cos t s of issuance -e.g. bond counsel , rating age n cie s, underwriter discounts, City attorn ey, etc. • Summary of ex isting debt issue with items such as debt service schedule, ave r age coupon, and true interest cost etc. • Pricing com p arables for yield trends of comparable transactions based on date, size of issuance, credit rating, and cred it name • Summary of proposed refunding issue with items such as refund ing debt schedule, average annual sav i ngs, total net present va l ue savings, escrow requirements etc. The se considerations wi ll b e summarized in t ab les and deve lop ed as one-page report s for each of the bond financings. The reports will be inclusive of recommendations whether to refund in the current market and other timing and f inancing considerations . Below is a sample update. City of Temple City-Series 2005 Tax Allocation Bonds Refinancing Summary REfiNANOHG : A reflnandnc of the 2005 T~ AlloGatlon Bonds would produce slgn lriQnt ~lnes based on all·tlme hls t.orlc low rates. The Interest rate on the 2015 Bonds would be 2.74" vs. 4 .8216 on t he 2005 Bonds Savincs could be realized on an uplront or amual basis. Our base case scenario provides savlncs on an annual basis • $360K annual savings • S364K net present value (7 .92" of refinanced principal ) MAuEr UPDAn: Today's 30-yea r AAA In terest r<lte is near all-time lows. The rally In fll!A!d-lncome mllrkets began llround lhankseivinc of 2014 with the unprecedented free-fall In oil prices and helchtened alobal unrest and low rates are expected t o continue through early 2016 based on lower-t han- expected jobs numbers released earlier th is month. Al~time low: 2.4N (11/30/2012) • Two-year hleh: 4.51" (9/5/2013) MAGOlOy< MGOJOyr -MGOlOy< Urban Futures, Inc. Urban Futures, Inc. Endilg 9/l/2D16 9/1/2D17 9/1/2018 9/1/2019 9/l/2020 9/l/2021 9/1/1.022 9/l/2023 9/l/2024 9/l/2025 Totals: Service $626,855 624,080 625,220 625,225 624,075 626,985 623,225 623,119 626,794 624,006 2005 Tax IIllo cation $4,870.000 4.82% 09/01/1.015 @ Par Ref und ing De 1 Service Sav 1gs b In SSS4,760 sn.O<J5 5n,6SO 51,430 571,850 53,370 570,450 54,775 568,450 55,6251 575.850 51.135 sn,250 50,975 568,050 55,069 573,250 53,544 5n.250 51,756 $6,249,584 $5,699,810 $S49,m Sav nas S71,767 49,468 50.019 50,021 1 49,497 44,346 43,070 4 5,324 42,93 ~ 40.448 October JZ, 2015 5 IJli] U RB A ' F TU R ES l l nru q wrat l·d City of Temple City-2015 Proposal to Pr ovide Financial A dvisory Services The viab ility and/or su ccess of new financings are d et ermined i n la rg e p art by the long-term financial and oth er impacts on t h e Ci t y. We believe t h e most appropriat e approach to developing f inancial im pact a na lyses is to b uil d those ana lyses around methods t hat faci lita te communicatio n of results in an interactive environ ment such as with governing bodi es and the p ublic. This is because results from an alyses are only as good as the understanding and acceptance of decision-makers w ho are familiarized with the advantages and risks of p rog r ams and potentia l borrowers who demand a co mfort thresho ld in term s of implementing a new program and its po li cies accord ing to th e City's criteria. DATA/INFORMATION REQUE STED: Non e DELI VERABLES: Recomme nd ations based o n analysis of various financ i ng options I Summary r eport for eac h proposed financing I On going monitoring of t h e market I Maturity-by-maturity a nalys es I Sensitivit y ana lyses Activity 2: Managing Transactions (M B, DA) • Underwriting and advisory experience is comprehensive and extensive • Assist in developing financing team • Assi st in developing sale calendar • Assist with presentation of recom m en dations to City management and City Council I Successor Agency I Oversight Board I DOF • Detailed roa d map outlining various tasks and steps for implementing the financing of de sired projects along with the timeline sc h ed ule Our t eam ha s decades of experience managin g t ransactions, coverin g hundreds of t ax allocation bonds an d ot her types of experie n ce. We are very famili ar with every aspect of m anagi ng a wide variety of tran sactions, from financia l structuring an d docum ent review to pricing, investor re lations, and the management of the financing party itself. All members of t h e financin g team have d e pth of experie nce rep rese nting cit i es' best fin ancial interest s and strengths t o a variet y of stakehold ers whether throu gh credit rating presentatio ns to credit rating agencies, presentations to bond ins urers for the most favourable bids, or presentat ions to city councils and the public du r ing council meetings and p ublic outreach sessio ns. Pl ease see a samp le sc h edu le f or t he 2005 t ax allocati on bonds refundin g. Urban Futures, I nc. 6 IJjj] U RU A ' F UT U R ES l ln l'm pnn1tcd City of Temple City -201 5 Proposal to Provide Financial Advisory Services Dote Week 1 Week2 Week 3 W eek3 Week3 Week3 WeekS Week6 Wee k S Week9 W eek 10 Week 10 Week 11 Week 11 Week 11 Week 12 Week 13 Activity Distribut e Draft Lega l Documents Agenda Deadline for 10/6 Successor Agency meeting and 10/ 7 Oversight Board Meeting Successor Agency meeting to approve bond issuance Oversight Board m eet ing to approve Successo r Agency action Send OB Reso luti o n an d re lated docs to Dept. of Fi nance (DOF) for r eview Start of 60-day review period by DOF Draft Fiscal Consultant Report {FCR) distributed Revised Financi ng Docs and initial Preliminary Official Statement {POS) distributed Revised FCR and POS distributed Distribute Credit Rating Package Agenda Deadline for 12/1 Successor Agency meeting Successo r Agency meeting t o approve Prelimi nary Official Statement Presentation t o St an d ard & Poor's {Time TBD ) End of Department of Finance Review Period (maximum allowable time) Receive rating Print and post prelimin ary Official Statement Pr e-pricing and Pricing Pr e-close and Closi ng DATA/INFORMATION REQUESTED: Any p refe rred vendors Responsible Parties BC BC/FA/City FA/City FA/Cit y FA/City FC BC/DC/UW/FA FC/DC UW/FA BC/ FA/City FA/ City UW/FA/City UW/City/FA DC/UW UW/FA/Ci ty All DELIVERABLE S: Formation & structuring advice I Fi nancing sc h edule I RFP s and re lated negotiations for f inan cing team, as n ecessary I Ev aluatio n summary of all p ro posals received , as necessary I Fina ncing team f Di st ribution list I Staff r eports, as necessary I M eet i ngs an d presen t ation materials, as nece ss ary I Term sh ee t with p r oposed lega l structure of the bond s I Rev iew an d request of potential cre dit en hancement options Activity 3: Rating Presentation, Preparing and Reviewing Formation & Bond Documents, Proposed Cash Fl ows, Covenants, Security Provisions, and Other Documents (MB, DA , JP ) • Credit ra t ings process built on soli d analyses • Demonstrated trust as document pre parer an d reviewer-e.g . POS, OS etc. • Rigorous verifi cat ion of financing st ru ctures based on in-hou se analysis • DBC e and Exce l-ba sed analyses Th e advisory tea m ha s p repared an d r evie wed the documents p re p ared by numerous clients' bond, underwriting, a nd sp ec ial counsels and re lated con su ltants, from preliminary officia l statements an d official stat em ents to tax certificates , l oan agre ements, and indentu r es. U Fl ha s con sistent ly gone above and beyond the requi sit e scope of advi sory services with resp ect to document pre paration an d rev i ew , d e monstrating our cl ie nt s' trust in the rigor of our document revie w process . Fo r example, Woodbury Urban Futures, Inc. 7 l!IiJ U RB A ' FUT U R ES j ltH·nrpuruH·d City of Temple City-2015 Proposal to Provide Financial Advisory Services Un iversity requested UFI to prepare its tax due diligence questionnaire for its recent bond sale, an activity traditionally e ntru sted to borrower's counsel. UFI has assisted with the review and preparatio n of documents an d document templ ates for numerous agencies for trad itional bond iss u es to private placements. For the firm's continuing disclosure practice, for example, we have streamlined templates for bond documents to match the SEC's prefere n ce of promoting transparency, liquidity, and efficiency to ca pital markets through internet disclosu re. UFI is well poised to provide the City with services related to identifying, address ing, and resolving common pol icy issues that tend to arise in bond documents. UFI's approach to reviewing financing structures of transactions -inclu ding redemption provisio n s, security provisions, bond covenants and other provisions-is built on a so lid understand i ng of ca sh flows an d the vari ous provisions around whi ch bonds are size d. Financ in g structures from underwriters are ve ri fied in-house using the industry's DB(® so ftware, including ca lcul ations for yield-to-ca ll and yie ld -to- maturity for premium and discount bonds when the underwriter changes the coupons and yields of the structu re to meet investor demands . UFI also develops fi nancing structures with Exc el, which proves useful in the event that DB C® has not updated its software to acco m modate new regulations, provisions, or financin g structures. Thi s will prove particularly relevant to the City as it considers new financing alternatives. While developme nt of credit rating presentations are traditionally undertaken by unde r writers, UFI often develops or drafts presentations for ratings agencies. That clients and underwriters look to UFI to lead credit ratings process is an indication of UFI's expertise with the various aspects of bond sales from document review and to verification of financ in g structures. DATA/INFOR MATIO N REQU ESTE D: Information pertinent to credit rating presentations, such as financ ial projections, project area character istics etc. DELI VERABLE S: Credit rating draft and final presentations I Credit rating presentation dress rehearsals I Review of all legal documents for transactions I Pricin g com parables of relative market yie lds Activity 4: Pricing Calls and Investor Monitoring for Cost -Effective Financings (M B, JP) • Post-sale su mmary books ensure cost-effective financings • Pricings corroborated with network of underwriting sales d esks • Market comparables developed from Bloomberg and TM3 (Thompson Reuters) UFI 's approach to the sa le proce ss begins w ith pre -p ricing and pricing calls to monitor investo r appetite and preferences. In ad dition, UFI will conduct a sha dow underwriti ng call for every bond sale. Both UFI's approach and understanding of the retail and institutional investor market are based on extensive experien ce on the underwriting side. Our approach and understandi ng are corroborated on a deal-by-dea l basis again st UFI 's wide array of underwriters who can provide up-to-the-minu te verifications of where they believe interest rate scales shou ld be. Our approach also presents the client w ith a cost/benefit of different structuring and p ricing options - fixed vs. variable-rate, publi c offeri ngs, private pl ace m en t s etc.-to ens ure not on ly that th e agencies we represent receive the most co st-effective term s on their financings, but that the financing structure and arrangement they pursue be st meets their goals and objectives . It is also customary fo r us to provide for Urban Futures, Inc. 8 mil U RB A ' F TU R ES l ln(nqwnlled City of Temple City -2015 Proposal to Provide Financial Advisory Services each structuring or prici ng optio n a sensitivity analysis in terms of hypothetic al interest ra t es according to potent ial market movem en t s. Fi nally, UF I de ve lops a sca le of market comparables in-house using up-to-the-minute information from industry information resources such as Bloom b erg and TM3 (Tho m pso n Reuters), ba se d on criteria su ch as par size, sale date, type and use of credit, and cred it rating. Re t ail and institutiona l i nvestors are monito re d t hrough out the process, cu l minating w it h a post-sale book t hat is provided to summarize the basis for inve stors approvi ng or not approving a cr edit, the allotment sizes, and the orders t h e m selves . We view this as an im portant step t oward m aintaining a strong understanding of movements in i nvestor p re ferenc es which pay s dividends for subsequent bond sales . DATA/INFORMATION REQ UESTED: None DELI VERABLES: Pre-prici ng and pricing calls I Investor matrices I Credit sale summaries for sales-and-trading desks of selected u nd erwriters I Po st -sale and clo sing report Urban Futures, In c. 9 i!li] URBAN F TU R ES l llll·nqwruH·d City of Temple Cit y -2015 Proposal to Provide Fina ncial Advisory Services 3. PROPOSED STAFF QUALIFICATIONS Provide an organization chart showing the names and responsibilities of key personnel. Provide resum es of proposed staff. < PROJECT ORGANIZATION > Th e principal advisor for the City's financing an d related needs. Mr. Bu sch is in the Orange office, which is UF I's principal place of bu siness . UFI proposes to dedica t e t he following staff t o the City's ongoing financial advisory need s. Our main office in Orange , CA is close to th e City, which means t hat not only are we available for immediate assistance in person as needed, we are well -a pprised o f t h e issues affecti ng the City's region and neighbors Key personne l will b e avai l ab le to t he ex tent proposed for the d uration of the proj ect, and none o f these personnel w i ll be removed or r ep laced from the project without the pri or written co ncurrence of the City. <KEY PROPOSED PERSONNEL> Doug Anderson (Managing Principal) -Advisory Lead -Fi scal Consultant Michael Busch (Preside n t & CEO) -Pro· ect Lead John Ph an (Principal) -Technical Lead MICHAEL P. BU SCH : TEAM LEAD , LE AD FINAN CIAL ADVI SOR (CHIEF EX ECUTIVE OFFICER) Bachelor of Arts in Urban and Regional Planning -California State Polytechnic University, Pomona Master of Public Administration (emphasis i n Finan ce & Public Works) -California Stat e University, Long Beach ROLE FOR THIS PROJECT: M r. Busch will manage the day-to-day as pec t s of the project, ensuring that it is with in budget and on schedule and that it effectively meets the City's objectives. He will also lead the advisory team in the conduct of analyses and preparation of project deliverables. P ROFI LE: Mr. Bu sch join ed Urban Futures fo ll o w i ng a successful career in mu ni ci p al government. Mr. Busch currently serves as th e Chief Execu tive Officer of t he firm and m anages day-to-d ay ope rations. Mr. Busch 's background consists primarily of Assistant Deputy City M anager and Chie f Fi nancial Officer positions. As such, h e has extensive ex p erien ce i n Bud get Stabilization, Fi scal Recovery Pl ans, Strategic Plann ing, Win d-Down Act iv it ies, M unici pa l Fin ance and Economic Deve lo pme nt/redevel opment. Add it ionally, Mr. Busch h as serves as fina n cia l advisor on over $1 billion in tax-exempt debt offerings an d implementation of seve ra l economic developm ent and infrastructure projects, the majority of which have been t ax allocation bond refinancings. Mr. Busch ha s a uniqu e b ackg ro und where he h as demonstrated experience i n capita l improvement pl an d eve lopment, developer n egotiatio ns, d evel opm ent agreements, an d capital project im ple m entation. RECENT PROJECTS AND ACCOMPLISHMENTS : Urban Futures, Inc. 10 mil URB A • FUTU R ES l t•u·uqu .. utl'•l City of Te mple City-201 5 Pro p osal t o Provide Financial Advisory Services • Financial Advis o r for City of Lake Els i no re, where Mr. Busch is coo rd inating mult i ple financings for mult iple cred its and types of fundi ng i nc l udi ng : 1) Refu nd ing of 8 spec ial-t ax b o nds, a ll o f w hi ch have u nique issues; 2) e nh ance d i nfrast ructure f i na n cing dis t r i cts (EIFD s); an d 3 ) New M arkets Tax Cre d it s (N M TCs) to w o rk wi th t h e City's devel op ers. • Financial Ad vis or to th e Ci t y of San Bernardi n o serving as t he fi nancia l expert on t h e City's bankruptcy t eam respo n si ble fo r t he d evelopme nt of the City's 20-Year fi na n cial forecast a nd r ec overy p la n as well as negotiat ions w it h the Ci t y's cr editors. • Recently served as Financial Advisor to t he Cities of Pasade n a, Irwindale, Santa Ana, Commerce, Azusa, Sou t h Pasa d ena , Monterey Park, El Monte, Founta i n Valley and Coac hell a issu i ng b onds total i ng $1 Bi ll ion DOU GLA S AN DERSON : FI SCA L CONSU LTANT LEAD (MA N A GING PRIN CIPA L} Bachelor of Science i n Business Finance-Sa n Diego State University ROLE FOR THIS PROJECT: Mr. And erson w ill m anage the advisory and f isca l consu ltant p r ocesses f or t he p r oj ect . PROFILE : Mr. Anders on h as been with Urb an Futu res since 1985 and is a tax alloca tion bonds specialist. Th rough his i nv olve m ent in hu ndreds of tax all ocatio n financi ngs an d associated fi sca l consu ltant rep o rts, Mr. An d erson is very fa mili ar with t he va riou s f i na n cia l scenarios assoc i ated w ith Ca l ifo rn ia l egis lat io n th at impact public agencies. He also has expert ise in the areas of t ax and revenue an alysis , and bon d ad ministration. He is r es po nsible for the research and analysis necessary to structu re various types o f bon d iss ues, including r eve nu e projecti ons an d analysis of the reve n ue created by new d evelo pment. JOHN M . PHAN : TE CHNICAL LEAD (PRINCIPAL) Bachelor of Arts in Bus iness Administration-University of California, Berkeley Se ries 7 and Series 63 r egistrations ROLE FOR THI S PROJECT: Mr. Ph an will ens ure t ec hnica l accuracy w ith respect t o fi n a nc ial struct ures f or p ast of existing bond sa les and proposed sce narios for new financi ng alternatives. PROFILE : Mr. Phan join ed Urban Futures after working exclusive ly as an investment b anker in public fi nan ce fo r 14 yea rs. Jo h n p rovides fi nanci al plan deve lo p ment , t r ansac ti on overs ight a nd other ad vis o r se r vices. He was i ns trum e ntal i n d evelop ing th e CSC DA T RIP p rog ram as an u nd er writ er, and con t inues to le ad the process from the financial advisory sid e at UFI. Mr. Phan is often looked t o by age n cies f or advice o n t ax matters and d o cum ent preparat ion a nd review . Urban Futures, I nc. 11 4. STATEMENT OF EXPERIENCE Provide a summary of your firm 's general qualifications, including; business names, address, phone/fax, and legal entity I number of years the prospective consultant has been in business and any prior names 1 statement that the consultant has the demonstrated capacity to perform the required services I statement that the consultant has an organization adequately staffed and trained to perform the required services I experience related to tax allocation bond refinancing experience including positions, years of s ervice, capacity, magnitude, and type of work performed I any need to subcontract. < SUMMARY OF STAFF AND fiRM QUALIFICATIONS > Below is a prof ile of propose d staff and the f irm as requested by the RFP . Staff Qualifications Summary Michael Busch Douglas Anderson John Phan President & CEO Managing Principal Principal Phone (714) 283 ·9334 (714) 923·3543 (714) 923 ·3564 Fax (714) 283-5465 (714) 283·5465 (714) 283-5465 Email michaelb@urbanf uturesinc.com douga@urbanfuturesinc.com johnp@urbanfuturesinc .com Years in Public Finance 9 years 30 yea rs 16 years 50+ series of TABs over the last Generalist experience over 14 50+ series of TABs over the last five years Tax Allocation Bonds Experie n ce five years Hundreds of Fiscal Consultant years as an underwriter and 2 Reports years as a f inancial advisor Allocation o f Time to Projec t 50% 30% 20% All ocation of Individual 's Total Capa city. 20% 15% 15% Firm Summa ry Business Name & Type Urban Futures, Inc., a corp or at ion Ad dress 311 1 N. Tustin Street , Su it e 230 Orange, CA 92865 Ph one I Fa x (714) 283·9334 I (714) 283·5 465 Years in Busi ness 43 years, operati ng un der the sa m e name Statement of Capacity & Staffing UFI a ttests to t he capacity it has to perform require d services. It has capacity in t erms of both expe rience and staf fing in that UFios t he leader in t ax allocation bonds financings and has multiple Subconsultant(s) UFI will not be seeking t he services of a subco nsul ta nt as UFI handles in· house a ll f inancing. fiscal consultant, and post -issua nce needs. M r. Michae l Busch is a long-time veteran in p ubli c service through r o les such as Assis tant City Manager an d Ch ief Financial Officer. M r. Bu sch has app li ed hi s pu blic-service pe rspective and ins ight to solving the most compl ex issu es for our clients -iss ues that go b eyond tra dition al financings or eve n in novative financings. He and Mr. Dou g Anderson work h and-i n-hand for most of the firm's tax allocation bonds, totaling more than SO series of TABs over the last five years for unparalleled depth of experience. This includ es Mr. Anderso n's w ork as f iscal consu ltant. Our team also i ncl udes m em b ers with both underwriting and financial advisory experience, l endi ng ind ep endence t o t h e financial st r ucturing process. In today's environment of heightened regulatory scrutiny, this independence is crucia l. It is reflected in our non -traditional financial advisory expertise Urban Futures, In c. 12 mi] U RI!AN F T R ES I tnruqwratr•l City of Temple City-2015 Proposal to Provide Financial Advisory Services from deve loping our own market scales based on in-house informat ion sources such as Bloomberg, TM3 (Thomp son Reuters), and EMMA to corrobor ating our cash flow analyses and market comparables to our network of underwriters. Understanding how an individual financ ing complements the City's long-range financial plan is as critical as the potential financing itself. UFI is also available to assist with developing a long-range financial plan on behalf of the City. Pl ease see Section 6 for a li sting of our ex p e ri ence. Urban Fu tures, Inc. 13 5. REFERENCES ~ i . . . . .. . . :-. · . City of Azusa · _ . . City ~f Mo!!terey,Pa.rk . City of Pasadena Chu Thai Vic Erganian Susan Paragas Finance Director Director of Management Services Treasurer I Deputy Finance Director 213 E. Foothi ll Blvd. Azusa, CA 91702 32 0 W. Newnark A...e Monterey Park, CA 91754 100 N. Garfield Ave Pasadena, CA 91109 sparagas@c i. azusa . c a. us 626-8 12-525 2 cth ai@mon tereypark.ca.gov 626-307 -1355 ...erga nian@c ityofpasadena .net 626-744 -73 11 Ur ban Futur es, I nc. Eva Carreon Finance Director 5050 N. Irwi ndale Ave Irwinda le, CA91706 econtreras@ci . irv.1ndale . ca . us 626-430 -2221 Sergio Gonzalez City Manager 1414 Mission Street South Pa sa de na, CA 91030 sgonzalez@ci. so uth-pasadena. ca. us 62 6-403 -7210 14 [Dj] U RU A F UTU R ES I h H'u r pnrutrd City of Temple City-2015 Proposal to Provide Financial Advisory Services 6. CONTRACTS COMPLET ED DUR I NG THE LAST THREE YEARS Encinitas Union School District 9/3/2015 13,999,453 General obligation bond Madera Unified School District 9/1/2015 7,000,000 General obligation bond Tipton Elementary School District 8/26/2015 3,2 97,500 General obligat ion bond Successor Agency to the Lake El sinore 8/25/2015 8,065,000 Tax allocation bond Redevelopment Agency Banning Financing Authority 8/19/2015 3 1,755,000 Public enterpr ise revenue bond Banning Utility Authority 8/19/2015 25,365,000 Public enterprise revenue bond Fountain Valley 8/19/2015 15,995,000 Pension obligation bonds Sonora Union High School Di strict 8/11/2015 10,000,000 General obligation bond Cinna b ar School Di strict 8/5/2015 2,500,000 General obligation bond San Ysidro Sch ool District 7/30/2015 21,585,000 Ce rtificates of p articip ation/leases Calimesa CFD No 2013-1 7/29/2015 1,565,000 Lim ited tax obligation bo nd Rancho San t a Fe School Di strict 7/28/2015 33,205,000 General obligation bond Dinu ba 7/23/2015 1,300,000 Certificates of participation/leases Farmersville Unified School Di strict 7/22/2015 3,170,000 General obligation bond Fortuna Elementary School District 7/22/2015 4,840,000 General obligation bo nd Azusa Uni f ied Sc h ool District 7/21/2015 28,000,000 General obligation bond Lincoln Unified School District 7/21/2015 18,460,000 General obligation bond Cosumnes Comm unity Services Di strict 7/16/2015 9,105,000 Certificates of participation/leases Su cces so r Agency t o t he Hughson Redevelopment 7/16/2015 2,660,000 Tax allocation bond Ag ency Parlier Unified School District 7/15/2015 3,000,000 Genera l obligation bond Reef-Sunset Unified School Distr ic t 7/15/2015 4,3 26,000 Genera l obligation bond Imperial CFD No 2005-1 7/9/2015 5,480,000 Lim ited tax obligation bond Klam ath-Trinity Joint Unified School Dis trict 6/30/2015 4,5 00,000 Certificates of participation/leases Sou th Bay Union School District 6/30/2015 999,000 General obligation bond Urban Futures, Inc. 15 Cit y of Temple City-2015 Proposal to Provide Financia l Advisory Services Successor Agency to the M illbrae Redevelopment 6/30/2015 6,505,000 Tax allocation bond Agency Klamath-Trinity Joint Uni fied School District 6/25/2015 3,019,195 General obligation bond Tracy Unified School Distri ct 6/23/2015 9,100,000 General obligation bond Tracy Unified School District 6/23/2015 29,000,000 General obligation bond Imperia l CFD No 2004-1 6/18/2015 5,465,000 Li mited t ax o b ligation bond Imperial CFD No 2004-3 6/18/2015 5,675,000 Lim ited tax obligation bond Upland CFD No 2003-2 6/16/2015 18,360,000 Limited tax obligation bond Waln ut Cree k Schoo l District 6/11/2015 14,030,000 Genera l obligation bond Co lumbia Elementary School Dis trict 6/10/2015 3,000,000 General obligation bond Ramona Unified School District 6/4/2015 25,830,000 Certificates of participation/leases Successor Agency to t he Ceres Redevelopment 6/4/2015 8,050,000 Tax allocation bond Agency Successor Agency to the Li ndsay Redevelopment 6/4/2015 13,000,000 Tax allocation bond Age ncy Successor Age n cy t o the San Ramon 6/4/2015 16,515,000 Tax al location bond Redevelopment Agency Successor Age n cy to the San Ramon 6/4/2015 33,860,000 Tax allocation bond Redevelo p ment Agency Ukiah Unif ied School Di strict 6/4/2015 14,280,000 General obligation bond M cKinleyville Union School District 5/28/2015 6,630,000 General obligation bond Pioneer Union Elementary School Di strict 5/27/2015 1,528,116 General obligation bond Pioneer Union Elementary School District 5/27/2015 3,230,000 General obligation bond Liberty Element ary School Di strict 5/21/2015 2,490,000 Certificates of participation/leases Rio Elementary School District 5/21/2015 6,3 80,000 Certi f i cates of participation/leases Briggs Sc hool District 5/20/2015 2,500,000 General obligation bond Lodi Unified School District 5/20/2015 8,0 05,000 General obligation bond Oak Grove Un ion School District 5/20/2015 3,0 00,000 Genera l obligation bond Windso r Unified School District 5/20/2015 12,715,000 General obligation bond Azusa Unified School District 5/19/2015 4,920,000 Certificates of participation/leases Rio Elementa ry School District S/19/2015 20,000,000 General obligation bond Urban Futures, I nc. 16 [JJ]) U RB AN F T R ES I h H·,rpurnleot City of Temp le City-2015 Proposal to Provide Financial Advisory Services Gr avenstein Union Elementary School District 5/14/20 15 3,000,000 General obligation bond Successor Agency to the South El Monte 5/13/2015 6,595,000 Tax allocation bond Improvement Dis trict Successor Agency to th e South El Monte 5/13/2015 8,985,000 Tax allocation bond Improve ment Di strict Lake Els inore CFD No 88-3 5/12/2015 7,590,000 Limited tax obl igation bond Lake Elsinore Public Finan ce Authority 5/12/2015 7,590,000 Revenue bon d (Pool) San Ysidro School District 5/7/2015 45,643,44 2 Ge neral obligation bond Whittier City Sch ool Di strict 5/7/2015 10,510,000 Certificates of participation/leases Bassett Unified School District 5/6/2015 9,900,000 Genera l obligation bond Mendota Unified School District 4/30/2015 7,000,000 Genera l obligation bond West Sonoma County Un ion High School District 4/30/2015 8,000,000 Gene ral obligation bond West So noma County Uni on High School District 4/30/2015 2,605,000 Gene r al obl igation bond Gustine Unified Schoo l District 4/29/2015 4,000,000 General obli gation bond Anderson Uni on Hi gh School Di strict 4/28/2015 5,000,000 General obligation bond Greenfield Union Scho ol District 4/24/2015 2,259,000 General obligation bond Magnoli a School Di st r ict 4/23/2015 6,63 5,000 General obl igation bond Vacavi lle Unified School District 4/23/2015 15,890,000 Certificates of participation/leases Kentf ield School District 4/22/2015 12,000,000 General obligation bond Kentfield School District 4/22/2015 5,535,000 General obligation bond Dixie School District 4/15/2015 15,000,000 General obligation bond Reef-Sunse t Unified School District 4/14/201 5 5,060,000 Cert i ficates of participation/leases Lak ep ort Unified Scho ol District 4/8/2015 6,000,000 Gene ral o bli gation bond Californ ia Sc hool Fina nce Authority 4/1/2015 55,260,000 Condui t revenue bond Cali f ornia Sc hool Fi nance Authority 4/1/2015 330,000 Cond uit re v enue bond Ojai Unified Scho ol District 4/1/2015 10,000,000 General obligation bond Lompoc Unified Sc hool District 3/31/2015 9,920,000 General obligation bond Eastern Sierra Unified School District 3/26/2015 5,502,824 Genera l obligation bond San Luis Coa stal Unified School District 3/25/2015 50,000,000 General obligation bond Sonoma Valley Unified School District 3/19/2015 25 ,350,000 Gene ral obligation bond Sonoma Valley Unified School District 3/19/2015 1,450,000 General obligation bond Urban Futures, In c. 17 Sonoma Valley Unified School Dis trict 3/19/2015 21,895,000 General obligation bond Successo r Agency to the Lanca ster 3/10/2015 12,560,000 Tax allocation bond Redevelopment Agency Successor Age n cy to the Lancaster 3/10/2015 10,950,000 Tax allocation bond Redevelopment Agency Pleasant View Sch ool Di strict 3/5/2015 4,275,000 Certificates of participation/leases Summerville Union Hi gh School District 3/5/2015 2,150,115 General obligation bond Roseland Elementary School District 3/1/2015 3,528,000 Certificates of participation/leases Southern Humboldt Joint Unified School District 2/26/2015 6,000,000 General obligation bond Successor Agency to the Hi ghland Redevelopme nt 2/26/2015 12,340,000 Tax allocation bond Agency Lake Elsinore CFD No 2003-2 2/25/2015 25,795,000 Limited tax obligation bond Lake Elsinore CFD No 2004-3 2/25/2015 21,005,000 Lim ited tax obligation bond Lake Elsinore CFD No 2004-3 2/25/2015 23,115,000 Limited tax ob ligation bond Lake Elsinore CFD No 2005-1 2/25/2015 8,165,000 Limited tax ob liga t io n bond Lake Elsinore CFD No 2005-2 2/25/2015 21,095,000 Limited tax ob ligation bond Lake Elsinore CFD No 2005-6 2/25/2015 2,815 ,000 Limited tax ob ligation bond Lake Elsinore CFD No 2006-2 2/25/2015 5,825,000 Limited tax obligation bond Lake Elsinore CFD No 95-1 2/25/2015 1,030,000 Limited tax obligation bond Lak e Elsinore Public Finan ce Authority 2/25/2015 108,845,000 Revenue bond (Pool) Yreka Union High School District 2/18/2015 6,000,000 Genera l obligation bond Snowline Joint Unified School Di strict CFD No 2/12/2015 8,930,000 Limited tax obligation bond 2002 -1 Torrance Unified School District 2/11/2015 56,210,000 Genera l obligation bond Torrance Unified School Di strict 2/11/2015 73,000,000 Genera l obligatio n bond Torrance Unifi ed School Di strict 2/11/2015 35,000,000 Genera l obligation bond Gilroy Unified School District 2/3/2015 35,300,000 Genera l obligation bond Gilroy Unified School Di strict 2/3/2015 30,385,000 Genera l obligation bond Roseland Eleme ntary School District 1/27/2015 1,997,525 Genera l obligation bond Fullerton Public Finan cing Authority 1/23/2015 10,400,000 Conduit r evenue bond Fullerton Pub lic Finan cing Authority 1/23/2015 25,600 ,000 Conduit reve nue bond Upland Unified School District 1/21/2015 4,255,000 General obligation bo nd Urban Futures, Inc. 18 l!li] URBA ' FUTURES l tnl'orpttnlltd City of Temple City-2015 Proposal to Provide Financial Advisory Services Up land Unified Sc hool Dis trict 1/21/2015 10,000,000 General obligation bond Hueneme Elementary School Dist r ict 1/15/2015 11,000,000 General obligation bond Parlier Unified Sc h ool Dis trict 1/15/2015 4,725,000 Genera l obligation bond Cabr illo Un if ied School Distr ict 1/14/2015 20,000,000 Genera l obligation bond Ca liforni a Mun ici pal Finance Authority 12/23/2014 38,500,000 Conduit rev en ue bond Prin ceton Joint Uni f ied School District 12/17/2014 2,750,000 Genera l obligation bond Mesa Union Sc hool District 12/16/2014 3,855,000 Genera l obligation bo n d Whittier City School District 12/16/2014 18,000,000 General obligation bond Winters Joint Uni fied School District 12/16/2014 1,148,000 Certificates of partici pation/leases Vacavi lle Uni f ied Sc h ool District 12/11/2014 33,9 10,000 Genera l obligation bond Holtvil le Uni f ied School Di strict 12/10/2014 2,930,000 General obligation bond Corcoran Joint Uni f ied School District 12/4/2014 13,000,000 Certificates of participation/leases Gateway Uni f ied School District 12/4/2014 5,360,000 General obligation bond Rio Elementary Sc h ool District CFD No 1 12 /4/2014 27,345,000 Limited tax obligation bond Elk Hills Elementary School District 12/3/2014 1,745,000 General obligation bond Madera Unified School District 12/3/2014 15,535,000 General obligation bond Chowchilla Unio n Hi gh Schoo l District 12 /2/2014 4,455,000 General obligation bond Redondo Beac h Unified School District 11/20/2014 20,000,000 General obligation bond Redondo Bea ch Unified School District 11/20/2014 46,335,000 General obligation bond Soledad 11/20/2014 3,005,000 Special assessment bond Cotati-Rohnert Park Uni f ied School Di strict 11/19/2014 7,940,000 General obligation bond Garvey School District 11/18/2014 5,500,000 General obliga tion bond Successor Agency to t h e Calexico Community 11/18/2014 15,395,000 Tax all ocation bond Redevelopment Agency Cayucos Elementary School District 11/13/2014 2,485,000 Genera l obligation bond Wilma r Union Sc h ool Dis trict 11/12/2014 1,997,436 Genera l obligation bond Moreno Valley Pu bli c Financing Authority 11/6/2014 25,325,000 Public lease revenu e bond Ben icia Unified School Di strict 11/4/2014 20,000,000 General obligation bond Successor Agency to the Moorpark 11/4/2014 13,420,000 Tax allocation bond Redeve lop ment Agency California Statewide Communities Development 10/29/2014 7,965,000 Certificates of Au thor ity participation/leases Urb an Futures, Inc. 19 WiJ URB AN FUTU RES l l nnorpuruttd Cit y of Temple City-2015 Proposa l to Provide Fina n cia l Advisory Services Big Oak Fla t -Grove la nd Unified School Dis trict 10/14/2014 5,800,000 Gen eral obligation bond W in ters Joi nt Unifi ed School District 10/9/2014 5,000,000 General obl igation bond Su ccessor Agency t o the Coachella 10/2/2014 9,250,000 Tax allocation bond Re deve lo pm en t Agency Healdsburg Sc hool Fac ilities Financ ing Authority 9/30/2014 25,545,000 Genera l obli gation bond Healdsburg Uni f ied School Di str ict 9/30/2014 6,9 15,000 Ge nera l obli gation bond Healdsburg Un ifie d Schoo l District 9/30/2014 6,630,000 Ge nera l o bli gation bond Healdsburg Unifi ed School District 9/30/2014 12,000,000 Genera l o bli gation bond Roun d Valley Uni fied Sc h ool Distric t 9/30/2014 2,000,000 Genera l o bligation bond Successor Agency to the Azusa Redevelo p ment 9/30/2014 10,470,000 Tax all ocation bond Agency Cotat i-Rohnert Pa r k Un if ied School District 9/24/2014 3,025,000 Genera l obligation bond Cotati-Rohnert Pa r k Un if ied School Dist r ict 9/24/2014 17,975,000 Genera l ob ligation bond Monterey Park 9/23/2014 10,5 11,901 Ce rt ificates of participation/leases McKin leyville Union School District 9/19/2014 7,327,431 Gene r al ob ligation bond M erced River School Distric t 9/18/2014 1,800,000 Genera l ob ligation bond Kings b urg Joint Unio n Hi gh Schoo l Di strict 9/17/2014 5,000,000 Genera l ob ligation bond Californ ia Statewid e Communities Devel opment 9/16/2014 10,000,000 Pub li c lease revenue bond Aut h ority Tulare Ci t y School District 9/16/2014 13,590,000 Ce rtif icates of participation/leases Rowlan d Wa t er Di strict 9/4/2014 20,060,000 Public ent erp r ise revenue b ond Wright Elementa ry Schoo l District 9/3/2014 4,999,219 Ge nera l obligation bond Happy Valley Union Eleme ntary School Di st rict 8/26/2014 2,490,000 Ge nera l o bligation bond Hydesville Eleme ntary Schoo l District 8/26/2014 1,100,000 Ge nera l obli gation bond Peta luma Ci t y Elem en tary Schoo l District 8/14/2014 7,000,000 Ge nera l obli gation bond Pe t aluma Joint Un ion High School District 8/14/2014 23 ,000,000 General o bli gat ion bond Pa r lier Uni f ied School Distr ict 8/6/2014 3,000,000 General obliga ti on bond Ca li mesa CFD No 2012 -1 8/5/2014 2,855,000 Limite d tax obligation bond LeGrand Union High Sc h ool District 7/31/2014 2,100,000 General obliga t ion bond Bayshore Ele m entary School District 7/23/2014 3,0 00,000 General obligation bond Lake Els inore CFD No 2003-2 7/23/2014 7,315,000 Lim ited t ax o bli gation bond Urb an Futur es, I nc. 20 Lake Els inore CFD No 2003 -2 7/23/2014 10,895,000 Lim ited tax obligation bond La ke El sinore Public Finance Authority 7/23/2014 18,210,000 Reve nue b ond (Pool) Springville Union Elementary School Di strict 7/23/2014 2,200,000 Genera l obligation bond Successor Agen cy to the Norco Communi ty 7/23/2014 20,525,000 Tax allocation bond Redevelopment Age ncy Successor Agency to the Norco Comm unity 7/23/2014 10,970,000 Ta x all ocation bond Redevelopment Agency Santa Ana Finan cing Authority 7/22/2014 15,690,000 Revenue bond (Pool) Coalinga-Huron Joint Un ified School Distri ct 7/16/2014 6,240,000 Ce rtificates of particip ation/leases Taft City Elementary School District 7/9/2014 5,079,214 General obligation bond Successor Agency to th e South El Mont e 7/2/2014 6,950,000 Tax a llocation bond Improvement District Farmersville Uni fied School District 7/1/2014 1,837,000 Cert if icates of partic ipation/leases Frankl in-McKinley School District 7/1/2014 4,690,000 Ge neral obligation bond Franklin-McKin ley Sch ool Di strict 7/1/2014 4,835,000 General obligation bond Succ essor Agency to the Lemon Grove Community 6/26/2014 5,740,000 Tax allocation bond Deve lopment Agency California Sch ool Finan ce Authority 6/18/2014 5,675,000 Condu it r evenue bond California School Fin ance Authority 6/18/2014 345,000 Condu it r evenue bond Hanford Join t Union High School District 6/12/2014 2,835,000 Genera l obligation bond Lake Elsinore Unified Sc h ool Dis trict CFD No 2004-6/12/2014 9,498,600 Limited tax obligation bond 3 Lake Elsinore Unified Sc hool District CFD No 2005 -6/12/2014 6,534,900 Limited tax obligation bond 1 Lake El sinore Un ified Sc h ool District CFD No 2005 -6/12/2014 6,605 ,600 Limi ted t ax ob ligation b ond 3 Calexico Finan cing Au thority 6/5/2014 11,200,000 Public lease revenue bond Pa rlie r Un ified School District 6/4/2014 3,000,000 Certificates of parti cipation/leases Delano Joint Un ion High School Dist ri ct 5/29/2014 21,900,000 General obligation bond Eastern Sierra Unified School Di strict 5/22/2014 5,895,000 General obligation bond Calimesa Fina n cing Authority 5/20/2014 2,925,000 Tax allocation bond Kingsburg Elementary Ch arter School District 5/14/2014 2,220,000 Cert if icates of participation/leases Urban Futures, Inc. 21 iJlil U R BA FUTU R ES I ln<·urpnr:ttl·d Cit y of Temple City-2015 Pr oposal to Provid e Fin a ncial Advisory Se r vices Li ve Oak Unifi ed School District 5/6/2014 3,695,000 Gene ra l o bligation bo nd Vacaville Unified Sc hool Dist r ict 5/6/2014 22,95 0,000 General obligation bo nd Successor Agency to the Dinuba Re deve lopment 4/30/2014 14,650,000 Tax alloca t ion bond Agency Se bastopol Uni on School District 4/24/2014 1,765,000 Genera l ob ligation bo nd Successor Agen cy t o the Irw inda le Comm unity 4/24/2014 2,915,000 Tax alloca t ion b ond Re devel opment Agency Su ccessor Agency to the Irw inda le Comm unity 4/24/2014 7,910,000 Tax all oca t ion bond Redevelopm ent Agency Arcata Elementary Sc hool Dist rict 4/22/20 14 2,49 0,000 Gene r al ob ligation bo nd Brawley Union Hi gh Schoo l District 4/22/20 14 3,845,000 Gene r al obligation bond Hueneme Ele m entary School Distric t 4/22/2014 8,700,000 Gener al obligation bo n d De l hi Uni fi ed Schoo l District 4/2/2014 2,999 ,465 Bond anticipation note Lin coln Unif ied School District 4/1/2014 14,000,000 Gener al obligation bond Lagunitas Sc hool Dis t rict 2/26/201 4 3,0 00,000 Gene r al obligation bond Brawley Elementa ry Sc h ool Distr ict 2/21/2014 1,495,000 Gene r al obligation bond M oor pa r k CFD No 2004-1 2/21/20 14 6,945 ,000 Lim ited t ax o bligation bond M oorp ar k CFD No 2004 -1 2/21/20 14 12,680,000 Lim ited t ax o bli gation bond Ol d Adobe Uni o n School Distr ict 2/13/2014 8,0 00,000 Gene r al obligation bond Clove rd al e Uni f ied Schoo l Dis trict 1/29/2014 5,4 95,000 Gener al obligation bo nd Lodi Uni f ied Sc h ool Dist r ict 1/23/2014 8,165,000 Cert ificates of particip ation/leases De l Norte County Uni f ied School Dist r ict 1/22/2014 5,0 10,000 Gene ral obligation bo nd Calex ico CFD No 2013-1 1/21/2014 7,000,000 Limited t ax ob ligation bond Mendota Un ified School District 1/16/20 14 4,998,62 0 Bond anticipation note Mendota Un ifi ed School Distric t 1/16/2014 6,00 0,00 0 Genera l ob ligation bon d Moreno Valley Public Financ ing Au t hority 12/17/2013 11,695,000 Public lease revenue bond Garvey Scho ol Dis t r ict 12/13/2013 1,995,000 Gen era l obligation bo nd Di nuba Fin ancing Author ity 12/12 /2013 8,433,3 77 Ce rt if icates of p articipation/leases Kin g Ci t y Un ion Sc h ool Dis t r ict 12/5/2013 333,000 Ce rtif icates of participation/leases Pac heco Union Scho ol District 12/5/2013 1,008,975 Genera l obli gation bond Gateway Unifi ed Sc hool District 12/4/2013 6,300,281 General obligation bond Urb a n Futures, In c. 22 iJii) U RBA ' F UT U RES l lnrnrpt~rutftl City of Temple City-2015 Proposal to Provide Financia l Advisory Services Lake El sinor e Unified School Dis t r ict 12/1/2013 3,967,477 Certificates of participation/leases Terra Be lla Union Elementary Schoo l District 11/2 1/2013 1,205,939 Ge neral obli gation bo nd Lakeport Unified Sc h ool Dis t rict 11/18/2013 1,640,000 General obli gation bond Elk Hill s Eleme ntary Schoo l Distric t 11/12/2013 1,300,000 General obligation bond East Ni colaus Joint Union High School Distric t 11/6/2013 82 0,000 Ge neral obligation bond Harmony Union Schoo l Dist r ict 11/4/2013 960,000 Gene r al obligation note Bennett Valley Un ion School District 10/25/2013 4,866,680 General obligation bond Del Norte County Unified School Dis t rict 10/17/2013 4,990,000 Ge n era l obligation bond Somis Uni on Elementary Schoo l District 10/16/2013 4,000,000 General obligation bond Successor Age ncy to t h e Monrovia 10/16/2013 3,920,000 Tax allocation bon d Redevelopment Agency Successo r Age n cy to the Monrovia 10/16/2013 12,000,000 Tax allocation bond Redevelop ment Agen cy Taft City Elementary Schoo l Dis trict 10/16/2013 6,000,000 Genera l obligation bond Franklin-McKinley School Distric t 10/8/2013 15,000,983 Genera l ob ligation bond Successor Age ncy to t h e Coac hella 10/1/2013 5,275,000 Tax allocation bond Redevelopmen t Agen cy Su ccessor Age ncy to the Oakland Redevelop ment 9/18/20 13 102,960,000 Tax alloca tion bond Agency Cutler-Orosi Jo int Un ified School District 8/22/2013 2,418,000 Ge n era l obligation bond Manzanita Elementary Schoo l District 8/22/2013 660,000 Gene r al obligation note Califo rnia Statewide Communities Develop ment 8/15/2013 20 ,0 00,000 Cert ificates of Authority p articipati on/leases Do s Palos -Oro Lorna Joint Unified Sc hool District 8/9/2013 1,860,000 General obligation bond Norco CFD No 2002 -1 8/8/2013 1,421,200 Limited tax obligation bond Nor co CFD No 93-1 8/8/2013 978,100 Limi t ed tax obligati o n bond Soledad 7/25/2013 3,540 ,000 Spec ial assessment bond Sole dad Public Financ ing Authorit y 7/25/2013 3,780,000 Rev enue bond (Poo l) Humboldt Coun ty Bo ard of Education 7/24/2013 3,280,000 Certificates of particip ation/leases Wheatland Uni o n Hi gh School District 7/18/2013 6,000,000 Gene r al obligation bond Pacific Elementary Sch ool District 7/10/2013 828,471 Genera l obligation bond Irwindale Jo in t Pow ers Authority 7/2/2013 3,870,000 Public lease r evenue bond Ingl ewood Unified School Dis t rict 6/27/2013 30,000,000 Genera l obligation bond Urban Futures, Inc. 23 [![i)URU N F UT U RES l llnnqu,..ull·cl City of Temple City -2015 Proposal to Pro vide Financial Advisory Se rvices Hanford 6/26/2013 12,725,000 Pub lic enterprise r evenue b ond Summerville Union Hi gh Scho ol Di strict 6/20/2013 3,820,000 General o b ligation bon d Guerneville Eleme ntary School District 6/11/2013 2,200,000 General o b ligation bon d Armona Union Elementary School District 5/28/2013 2,455,000 Genera l obligation bond Barstow Un ified School District 5/17/2013 3,585,000 Genera l obligation bond Chico Uni f ied Sch o ol District 5/16/2013 15,000,000 Genera l obligation bond Gravenstein Union El em en t ary Schoo l District 5/15/2013 3,000,000 Genera l obligation bo nd Successor Age ncy to the Upl and Commu nity 5/9/2013 22,090,000 Tax all ocation bond Redevelopment Agency Whittier Ci ty School District 5/8/2013 20,000,000 Genera l obligation bond Del Norte County Unif ied Sc h ool District 5/7/2013 5,010,000 Genera l obligation bond Hueneme El ementary School District 5/1/2013 4,000,000 Genera l obligation bond M uroc Joint Unified School District 5/1/2013 2,101,000 Cert if ica t es o f participation/leases So no r a Union Hi gh School District 4/25/2013 8,000,000 Genera l obligation bond Ro sela n d Element ary School Dis trict 4/24/2013 3,500,000 General obligation bon d Wilmar Union School Dist r ict 4/18/2013 2,000,000 Genera l obl igation bon d Delhi Unifi ed Schoo l District 4 /16/2013 2,698,445 Genera l obligation bond Cloverdale Unified School District 4/3/2013 3,500,000 Gen e ral obligation bond Brawley El eme ntary School District 3/21/20 13 7,500,000 General obligation bond Summerville Unio n High Schoo l District 3/20/2013 4,097,620 General obligation bond Greenfield Un ion Sch ool District 3/19/2013 1,090,000 Ge neral obligation bond Anderson Union High School Dis trict 3/13/2013 5,000,000 General obli gation bond Mt Diablo Uni f ied School District 3/13/2013 54,015,000 General obli gation bond Mendota Uni f ied Sc h ool District 3/12/2013 8,000,000 General obli gation b ond Redondo Beach Unified School Dis t ri ct 3/7/2013 8,135,000 General obligat ion bond Redo ndo Bea ch Unif ied School Dis t r ict 3/7/2013 25,000,000 Gene r al obligation bo nd Midway Element ary School Dis trict 3/5/2013 3,275,000 Gener al obligation bond Southern Humbo ld t Joint Un ifi ed School District 3/5/2013 2,197,188 Gene r al obliga tion bond South Pasa d ena Pub li c Fina nci ng Author ity 2/27/2013 6,995,000 Public enterprise revenue bond Arcata Eleme ntary Schoo l District 2/26/20 13 3,000,000 Genera l obligation bond Magnolia Schoo l Di strict 2/21/2013 3,660,000 Genera l obligation bond Urban Futures, Inc. 24 City of Temple City-2015 Prop osal to Provide Financial Advisory Services Morgan Hill Un ified School District 2/21/2013 55,000,000 Genera l obligation bond Fortuna Union Hig h School Di strict 2/14/2013 3,500,000 Gene r al obligation bond Buellton Union Ele m entary School Distric t 2/13/2013 2,370,000 General obligation bond Reef-Sunse t Unifie d School District 2/13/2013 6,502,784 Genera l obligation bond Successor Age ncy t o t he Monrovia 2/13/2013 13,330 ,000 Tax a ll ocatio n bond Redeve lo pment Agency Cotati-Rohnert Park Unified School District 2/7/2013 5,730,000 General obligation bond lincoln Un if ied School District 2/7/2013 2 1,445,000 General obligation bond Northern Humboldt Union High School District 2/7/2013 5,000,000 Genera l obligation bond Encinitas Un ion School District 2/5/2013 9,998,411 General obligation bond Gridley Union Elementary School District 1/17/2013 2,455,000 General obligation bond Pollock Pines Elementary School District 1/10/2013 2,500,000 General obligation bond California Statewide Commun ities Development 1/1/2013 10 ,500,000 Condu i t revenue bond Au t hority M anteca 12/11/2012 22 ,690,000 Public enterprise revenue bo n d Ma nteca 12/11/2012 35,840,000 Pub lic enterprise reve nue bond California Statewide Com m unities Deve lopment 1 2/6/2012 9,770,000 Certificates of Authority participation/lea ses Successor Agency to t he Dinuba Redevelopment 12/6/2012 1,700,000 Tax a ll ocation bond Agency Wright Elementa ry School District 12/6/2012 7,000,000 General obligation bond Ca lifornia Statewide Communities Development 12/5/2012 6,850,000 Certificates of Auth ority participation/leases Sebastopo l Union School District 12/5/2012 2,997,684 General obligation bond Lindsay Fina ncing Authority 11/28/2012 1,835,000 Public e nterprise revenue bond Trinidad Uni on School Di strict 11/16/2012 2,199,619 General obligation bond Morongo Unif ied School District 11/14/2012 7,935,000 General obligation bond Holtville Unified School Di strict 11/8/2012 2,065,000 General obligation bond Holtville Unified School Dis trict 11/8/2012 980,000 General obligation bond Puente Basin Water Agency 11/8/2012 19,835,000 Public enterprise revenue bond Dinuba 11/7/2012 8,145,000 Public enterprise revenue bond Urba n Futures, Inc. 25 l!liJ U RB AN F T R ES l t nn•rpm·nrecl City of Temple City-2015 Proposal to Provide Financial Advisory Services Dinuba Financing Authority 11/7/2012 11,270,000 Public lease reve nue bond Colton Pub lic Financing Authority 11/6/2012 30,765,000 Public enterprise revenue bond Southern Trinity Joint Un ified School District 11/6/2012 2,299,999 General obligation bond Healdsburg Unified School District 10/25/2012 11,998,869 General obligation bond Guerneville Elementary School District 10/23/2012 2,100,000 Genera l obligation bond Bue llton Union Elementary School Di str ict 10/18/2012 2,550,750 Bond anticipation note Cabrillo Un ified School District 10/11/2012 18,000,000 Genera l ob li gation bond Whittier City School District 10/11/2012 12,525,000 General obligation bond 7. FEE PROPOSAL UF I is committed to matching competitors' fees should fees se rve as a significan t basis for selecting the City's fina nci al a dvisor. UFI proposes to compl et e th e refinanc ing of t he 2005 Tax A ll oca t ion Bonds for a not -to-exceed amount of $35,000. Complementary se rvices such as detailed in this proposal according to our project understanding, incl ud ing that of produ ci ng a Fisca l Consu lt ant's Report, are available on a project or hourly b asis. To the right are the hourly rates of proposed positions and their allocation of t i me to the project. Urban Futures, Inc. ~ Pos1t1on Rate CEO/President M anaging Prindpal Pri ncipal Analys t $275 $250 $225 $150 26