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10 - CC-10 - Approve Municipal Advisory Services Agre - 1/17/2017
CITY COUNCIL AGENDA REPORT MEETING DATE: January 17, 2017 ITEM NUMBER: CC -10 SUBJECT: APPROVE MUNICIPAL ADVISORY SERVICES AGREEMENT WITH FIELDMAN ROLAPP & ASSOCIATES DATE: December 27, 2016 FROM: FINANCE DEPARTMENT PRESENTATION BY: STEPHEN DUNIVENT, INTERIM FINANCE DIRECTOR FOR FURTHER INFORMATION CONTACT: STEPHEN DUNIVENT 714.754.5243 RECOMMENDED ACTIONS: 1. Approve Municipal Advisory Services Agreement with Fieldman Rolapp & Associates in the amount of up to $90,000 per year in connection with the funding plan for the Lions Park projects. 2. Authorize the City Manager to execute a three (3) year agreement. 3. Authorize the City Manager to approve and execute amendments to this agreement. BACKGROUND: On June 21, 2016 Council approved a $46,000,000 funding plan for the Lions Park projects and the rebuilding of Fire Station 1. Part of the funding plan's implementation requires the services of an experienced financial advisor. ANALYSIS: The June 21, 2016 funding plan (Attachment 1) outlined the accumulation of funds from various sources over four fiscal years beginning with FY 16-17. The total of $46,000,000 included $10,000,000 for Fire Station 1 which would be paid for with funds accumulated over the first three years of the plan. The balance of the plan included $36,000,000 for the Lions Park projects accumulated over four years. A portion of these funds, estimated at about $18,600,000, would be from debt financing with the estimated debt payment of $1,237,523 per year over 25 years being paid by City general funds currently used for the existing debt service on the 2003 Certificates of Participation (COPs). This was a refinancing of bonds originally issued to fund the Municipal Center and right-of-way property on Victoria Street. This debt will be fully paid in FY 18-19. A financial advisor is needed to assist the City in structuring the debt required for the Lions Park projects. This would include gap financing to cover periods between project expenditures, the availability of planned accumulated funds and the completion of the 2003 COPs. The debt financing plan will be brought to Council for review and approval prior to implementation. Agreement with Fieldman Rolapp & Associates I page 1 On October 26, 2016 the Request for Proposal (RFP No. 17-04) was posted on the City's web -site, posted outside of City Hall, advertised in local publications, and sent to qualified vendors recommended by the Finance Department. A mandatory pre -proposal meeting was held November 2, 2016 at City Hall. Two vendors attended the meeting. At the conclusion of the meeting, one vendor notified the RFP Facilitator that they would not be participating in the RFP process. By the submittal deadline of November 16, 2016, the City Clerk received two (2) proposals for municipal advisory services. One of the proposals received was considered non-responsive because they did not attend the mandatory pre -proposal meeting. A letter was e-mailed and mailed to the Non -Responsive vendor on November 30, 2016. The remaining proposal was screened by the Purchasing Division to confirm that it met the requirements of the RFP and deemed to be responsible and responsive. Therefore, no additional evaluation process or interviews were necessary. Staff has experience working with Fieldman Rolapp & Associates and believe they will do an outstanding job for the City. ALTERNATIVES: The City could reject the Fieldman Rolapp & Associates proposal and reissue the request for proposal. This would delay implementation of the Lions Park funding plan. LEGAL REVIEW: The City Attorney has reviewed and approved the Professional Services Agreement as to form. CONCLUSIONS: Approval of the agreement with Fieldman Rolapp & Associates will enable the City to fully implement the funding plan to accomplish the Lions Park projects. Stephen Dunivent Thomas R. Hatch Interim Finance Director City Manager Attachments: 1. Prosect Funding Plan 2. Proposal bV Fieldman Rolapp & Associates 3. Municipal Advisory Services Aareement with Fieldman Rolapp & Associates Agreement with Fieldman Rolapp & Associates I page 2 Attachment 1 City of Costa Mesa Lions Park and Fire Station 1 Projects Funding Plan Community Library Center Park Street Front Other Total Fire Station Grand Total Revised Option 3 May 2016 Estimated Cost $ 17,100,000 4,150,000 6,900,000 820,000 mm 7,030,000 }$'ype ,.$000pO`A...'.. $ 10,000,QOdn $ 46,000,000 Existing Funds 4.500% 4,000,000 Monthly interest rate 0.375% 0875% 4,001 1,676,201 5,676,201 FY 16-17: 25 Est, Sta rt date of loan L_ 1/1/2017 1/1/2017 Monthly payment $ 103,127 $ Gas Tax Number of payments 3001 00 300,000 $ 12,384,479 300,000 - 12,384,479 300,000 Cap. FacII. 1.5% Funds 1,676,201 Annual payment 1,237,523 1,237,523 Repayment: 1,676,201 r `1 1,676,201 FY 17-18: - I 1'2 50 Capital 1.5%funds (2,727)'; Z„ y(2j77' Park Fees 2,500,000 2,500,000 2,500,000 Gas Tax 300,000 300,000 300,000 CIE 5% Funds (75%) - 1 SJR q- 4,387,500 Cap. Facil. 1.5% Funds - 4 3$,{QO, 1,755,000 FY 18-19: Park Fees 2,500,000 2,500,000 2,500,000 Gas Taxgg 220,000 220,000 220,000 CIP 5%Funds (50%) G --s'`z ''74 '7 3..d 743,701 r t 218129 2,925,000 Cap. Facil. 1,5% Funds 1,755,000 1,755,000 1,755,000 FY 19-20: CIP 5%Funds (29%) 1,696;500.0 1,696,500 1,696,500 Cap. Fadi. 1.5% Funds p ,xy, 1755y000,j 1,755,000 1,755,000 COP or Bond Hoarding 5,473,598 4,150,000 1,900,000 7,030,000 18,553,598 - 18,553,598 Total Funding $ 17,100,000 4,150,000 6,900,000 820,000 7,030,000 $ 36,000,000 $ 10,000,000 $ 46,000,000 Orleinal (Nov. 17. 2015) Option 3 Lions Park ProJocts I ire Station 1 Total Loan amount Lsi_25,258,131 $ 6,823,799 $ 32,081,930 Annual interest rate 4.500% 4.500% Monthly interest rate 0.375% 0.375% Loan period in years30 30 Est. Start date of loan 1/1/2017 j. _ 1/1/2017 Monthly payment $ 127,979 $ 34,575 162,554 Number of payments _ __ _3_60_ _ 360 Total lute Yest r $ 20,814,395 $ 5,623,268 26,437,664 Total cost of loan 46,072,526 12,447,067 58,519,594 Annual payment 1,535,751 414,902 1,950,653 Repayment: 2003 COPS 1,240,250 - 1,240,250 Capital 1.5% funds 295,501 414,902 710,403 Revised debt eavment ca I,ul.tl. Lions Park Projects Fire Station 1 Total Loan amount$ 18,553,598 $ - $ 18,553,598 Annual Interest rate 4.500%� 4.500% Monthly interest rate 0.375% 0875% Loa n period In years 25 25 Est, Sta rt date of loan L_ 1/1/2017 1/1/2017 Monthly payment $ 103,127 $ 103,127 Number of payments 3001 00 Total Interest $ 12,384,479 $ - 12,384,479 Total cost of loan 30,936,077 - 30,938,0]] Annual payment 1,237,523 1,237,523 Repayment: r `1 2003 cops 1,240,250,- - I 1'2 50 Capital 1.5%funds (2,727)'; Z„ y(2j77' HELDMAN I ROLARP ryr tic Aw"i1:117Srt]lt3 Attachment 2 PROPOSAL FOR MUNICIPAL ADVISORY SERVICES RFP No. 17-04 November 16, 2016 CosrA MESA 19900 MacArthur Blvd., Suite 1100 -Irvine, CA 92612 + phone: 949.660.7300 *fax: 949.474.8773 + www.fieldman.com Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 TABLE OF CONTENTS COSTA MESA Cover Letter Appendix B Forms Background& Project Summary Section.............................................................................................................................................. l CompanyExperience & Capabilities.......................................................................................................................................................2 ServicesWe Provide.................................................................................................................................................................................2 SpecificExpertise and Services............................................................................................................................................................3 A. Total Number of Years Experience for Firm and for Senior Advisor....................................................................... 3 B. Total Number of Issues Worked on in Past Three Years...............................................................................................4 C. Types of Clients/Financings/Sectors/Achievements.....................................................................................................4 D. Highest Par Amount for Firm and Lead Advisor in past 3 years................................................................................ 5 E. Organizational Chart for Firm...................................................................................................................................................5 F. Firm's Resources & Ability to Perform Scope of Services............................................................................................. 6 Technicaland Data Resources............................................................................................................................................................. 6 G -J. Financial Capability and Legal Disclosures............................................................................................................................6 K. Proof of Legal Business Operation................................................................................................................................................6 L -M. FRA Years in Business...................................................................................................................................................................6 N. All California Transactions since 2013.......................................................................................................................................6 FRA Approach and Methodology to Scope of Services................................................................................................................... 7 Staffing- Proposed Project Team..........................................................................................................................................................11 Qualificationsof Firm..................................................................................................................................................................................13 CaseStudies of Similar Projects........................................................................................................................................................14 FinancialCapacity.........................................................................................................................................................................................18 CostProposal..................................................................................................................................................................................................18 Sample A Proposal Separate confidential envelope with Firm's Financial Statement APPENDIX 1: All California Transactions, January 1, 2013 to Present APPENDIX 2: Proof of Fieldman, Rolapp & Associates business status from California Secretary of State website APPENDIX 3: Illustrative Project Schedule APPENDIX 4: City of Diamond Bar Presentation APPENDIX 5: City of Lake Forest cash flow model APPENDIX 6: SignedAddendums 001470S7.DOCX FIELDMAN I ROLAPP &ASSOCIATES 7Yrem u na mMi6axfnr mpnirmre. November 16,2016 Ms. Stephanie Urueta, Buyer City of Costa Mesa c/o Office of the City Clerk 77 Fair Drive Costa Mesa, CA 92628-1200 Dear Ms. Urueta: Fieldman, Rolapp & Associates ("FRA") is pleased to submit this response to the Request for Proposals for Municipal Advisory Services to the City of Costa Mesa (the "City"). Our understanding is that the City is interested in selecting a Financial Advisor with extensive experience and a proven track record of successfully completing similar projects to provide general municipal advisory services to the City, including potential restructuring/refinancing of existing debt, in addition to debt issuance services related to the Lions Park and Fire Station 1 Projects, as well as other potential financing/refinancing and general advisory engagements. We have a long history of providing services to California cities related to capital planning, general fund backed financings, strategic planning and other transaction management services and we look forward to the opportunity to demonstrate to the City our expertise in these areas. FRA is the right advisor for the City based on the following primary attributes: ✓ Since 1966, we have assisted California cities by serving as their independent financial advisor. In that role, we have worked for approximately 100 cities, demonstrating our expertise in strategic financial planning, transaction management, structuring expertise and pricing skills and our philosophy of placing the needs of our clients first and above all others. ✓ We commit 4 experienced, skilled consultant staff members to begin work on the City's projects and diligently work towards addressing the City's needs, ✓ Since January 1, 2013, FRA has provided financial advisory services on 139 city transactions, almost entirely in California, totaling in excess of $4.0 billion in bond proceeds. ✓ Currently, FRA is assisting more than fifteen other California cities with various debt transactions, developing and recommending financing structuring options or policy development assignments. This ensures that FRA has up-to-date knowledge of all issues facing California cities. ✓ Though our transaction list is long and our experience extensive, we pride ourselves more on the quality of our service, our long client relationships and the confidence municipalities have in our abilities and integrity, than on a list of closed issues. ✓ In addition to broad transaction experience, personnel assigned to the City have extensive non -transaction focused experience in data analysis, computer modeling, analytics, and long term strategic planning and policy development. 19900 M,,cAlthn[ Blvd., Suite 1100 # Irvine, CA 92612 + phone: 949.660.7300 • fax: 949.474.8773 # w�mv.ficld=n.com -i- Proposal for Municipal Advisor Services ✓ We view our role as not focusing just on specific bond transactions but as an extension of issuer staff concentrating on the overall goals of our clients. Our proposal is structured to address the procedural requirements of the Request for Proposal ("RFP") and we are committed to performing our services in accordance with the RFP. We propose to assign the following individuals as the lead and backup Financial Advisors, respectively. Ms. Anna Sarabian is the Principal who will serve as the lead and is authorized to contractually bind the firm and the firm's resources. She will be responsible for the day-to-day management of the assignments. Mr. James V. Fabian, Principal, will serve as back up to Ms. Sarabian. All work will be performed out of our Irvine office at the address provided below, located less than 10 minutes away from Costa Mesa City Hall. Our proposal includes a summary discussion of your needs, an overview of our experience, our proposed work plan to meet your identified needs, our commitment to protecting the financial interest of the City and our fee proposal. The team assigned to the City is prepared to start the engagement immediately. Thank you for your confidence in us. Sincerely, FIELDMAN, LAPP& ASSOCIATES Anna V. Sarabian, CIPMA Principal (949) 660-7308 direct, (949) 274-0625 cell asarabia0fieldman.com tamesV. Fabian, CIPMA Principal (949) 660-7307 direct, (949) 246-2344 cell ifabian0fieldman.com 19900 MacArthur Blvd., Suite 1100 • Imine, CA 92612 • phone: 949.660.7500 • fax: 949.474.8773 • ..lieldman.com _jl_ RFP NO. 17-04-C01170 APPENDIX B FORMS Vendor Application Form Ex Parte Communications Certification Disclosure of Government Positions Disqualifications Questionnaire Company Profile & References Staffing Plan Page 27 of 40 RFP NO.17-04-C01170 cs�AMFta . VENDOR APPLICATION FORM FOR RFP No. 17-04 Municipal Advisory Services TYPE OF APPLICANT: ❑ NEW © CURRENT VENDOR Legal Contractual Name of Corporation: Fieldman, Rolapp & Associates Inc. Contact Person for Agreement: Anna V. Sarabian Corporate Mailing Address: 19900 MacArthur Blvd, Suite 1100 City, State and Zip Code: Irvine, CA 92612 E -Mail Address: asarabian@fieldman.com Phone: (949) 660-7308 direct, (949) 660-7300 office Fax: (949) 474-8773 Contact Person for Proposals: above Title: Principal E -Mail Address: Business Telephone: Business Fax: Is your business: (check one) ❑ NON PROFIT CORPORATION ® FOR PROFIT CORPORATION Is your business: (check one) ® CORPORATION ❑ LIMITED LIABILITY PARTNERSHIP ❑ INDIVIDUAL ❑ SOLE PROPRIETORSHIP ❑ PARTNERSHIP ❑ UNINCORPORATED ASSOCIATION Page 28 of 40 RFP NO. 17 -04 -COI 170 Names & Titles of Corporate Board Members (Also list Names & Titles of persons with written authorization/resolution to sign contracts) Names Title Phone Adam S. Bauer, Chairman, President & CEO (949) 660-7303 James V. Fabian, Secretary and Senior Vice President (949) 660-7307 Daniel L. Wiles, Senior Vice President and General Counsel (949) 660-7315 Thomas G. Johnsen, Vice Chairman and Senior Vice President (949) 660-7311 Anna V.Sarabian, Senior Vice President (949) 660-7308 Federal Tax Identification Number: 95-2920834 City of Costa Mesa Business License Number: 49436 (If none, you must obtain a Costa Mesa Business License upon award of contract.) City of Costa Mesa Business License Expiration Date: Page 29 of 40 March 2017 RFP NO. 17-04-001170 EX PARTE COMMUNICATIONS CERTIFICATION Please indicate by signing below one of the following two statements. Only sign one statement. I certify that Proposer and Proposer's representatives have not had any communication with a City Councilmember concerning RFP No. 17-04 MUNICIPAL ADVISORY SERVICES at any time after October 26, 2016. Signature Anna V. Sarabian Print Met Date: 11//1/0%� I certify that Proposer or Proposer's representatives have communicated after October 26, 2016 with a City Councilmember concerning RFP No. 17-04 MUNICIPAL ADVISORY SERVICES. A copy of all such communications is attached to this form for public distribution. Signature Print Date: Page 30 of 40 RFP NO.17-04-C01170 DISCLOSURE OF GOVERNMENT POSITIONS Each Proposer shall disclose below whether any owner or employee of Contractor currently hold positions as elected or appointed officials, directors, officers, or employees of a governmental entity or held such positions in the past twelve months. List below or state 'None." NONE Page 32 of 40 RFP NO.17-04-C01170 DISQUALIFICATION QUESTIONNAIRE The Contractor shall complete the following questionnaire: Has the Contractor, any officer of the Contractor, or any employee of the Contractor who has proprietary interest in the Contractor, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or safety regulation? Yes No If the answer is yes, explain the circumstances in the following space. Page 31 of 40 RFP NO.17-04-C01170 COMPANY PROFILE & REFERENCES Comnany Profile Company Legal Name: Fieldman, Rolapp & Associates Company Legal Status (corporation, partnership, sole proprietor etc.): Corporation Active licenses issued by the California State Contractor's License Board: N/A Business Address: 19900 MacArthur Blvd., Suite 1100 Irvine, CA 92612 Website Address: www.fieldman.com Telephone Number: (949) 660-7300 Facsimile Number: (949) 474-8773 Email Address: Length of time the firm has been in business: 50 years Length of time at current location: 12 years Is your firm a sole proprietorship doing business under a different name: Yes X No If yes, please indicate sole proprietor's name and the name you are doing business under: Is your firm incorporated: X Yes No If yes, State of Incorporation: _California Federal Taxpayer ID Number: 95-2920834 Regular business hours: 8.00 a.m. to 5.00 p.m., Monday through Friday Regular holidays and hours when business is closed: We observe all regular national holidays. Closed on wee Contact person in reference to this solicitation: Anna V. Sarabian Telephone Number: (949) 660-7308 Facsimile Number: (949) 474-8773 Email Address: asarabian@fieldrnan.com Contact person for accounts payable: Deanne Coats Telephone Number: (949) 660-7326 Facsimile Number: (949) 474-8773 Email Address: dcoats@fieldman.com Name of Project Manager: Anna V. Sarabian Telephone Number: (949) 660-7308 Facsimile Number: (949) 474-8773 Email Address: asarabian@fieldman.com Page 33 of 40 RFP NO.17-04-001170 COMPANY PROFILE & REFERENCES (Continued) Submit the company names, addresses, telephone numbers, email, contact names, and brief contract descriptions of at least five clients, preferably other municipalities for whom comparable projects have been completed or submit letters from your references which include the requested information. (714)573-3078 Sean Tran Company Name: City of Tustin Telephone Number: _(714) 573-3079 Jenny Leisz Contact Name: Sean Tran & Jenny Leisz Contract Amount: Varies per engagement Email: stranna t_ ustinca or and jleiszntustinca org Address: 300 Centennial Way Tustin CA 92780 Brief Contract Description: City's General Financial Advisor on all types of transactions since 2010. We have been involved in every capital finaertaken by Tustin durin that time. Company Name: City of Lake Forest Telephone Number: (9491ncing undertaken 461-3431 Contact Name: Keith Neves Contract Amount: Varies per engagement Address: 25550 Commercentre Drive, Lake Forest, CA 92630 Email: The City's long-term FA. Services include Cash Flow Projections, private placement financing to Brief Contract Description: fund infrastructure, issuace of COPS and debt defeasance analysis. Company Name: City of Campbell Contact Name: Jesse Takahaski Email: JesseTocitvofcampbellcom Telephone Number: (408) 866-2113 Contract Amount: Varies per engagement Address: 70 N. First Street, Campbell, CA 95008-1423 Brief Contract Description: Full service FA, advised on LRBs, TABs and general fund debt capacity analyses. Company Name: County of Riverside Contact Name: Ivan M. Chand Telephone Number: (951) 955-1127 Contract Amount: Varies per engagement Address: 4080 Lemon Street Riverside, CA 92501 Email: Brief Contract Description: Ile uounry s kienerat to since 2003. Involved with COPS, LRBs, Teeter, POB and other types of financings. Company Name: City of Santa Ana Telephone Number: (714) 647-5422 Contact Name: Francisco Gutierrez Contract Amount: Varies per engagement Email: fgutierrez@santa-ana.org Address: 20 Civic Center Plaza, M-17, P.O. Box 1988, Santa Ana, CA 92702 Brief Contract Description: Part of the City's FA pool. Assisted with restructuring and refunding existing debt and obtaining an Issuer Credit rating Page 34 of 40 STAFFING PLAN 1. Primary Staff to perform Agreement duties RFP NO. 17-04-C01170 Name Classification/Title Anna Sarabian Lead Financial Advisor/En a ementm C lsea a mon Tec nica Consultant As ociateC thia Ku ler Sr. Administrative Assistant 2. Alternate staff (for use only if primary staff are not available) Years Substitution or addition of Contractor's key personnel in any given category or classification shall be allowed only with prior written approval of the City Project Manager. The Contractor may reserve the right to involve other personnel, as their services are required. The specific individuals will be assigned based on the need and timing of the service/class required. Assignment of additional key personnel shall be subject to City Project Manager approval. City reserves the right to have any of Contractor personnel removed from providing services to the City under this Agreement. City is not required to provide any reason for the request for removal of any Contractor personnel. Page 35 of 40 RFP N0.17-04-001170 RFP No. 17-04 Municipal Advisory Services Provide hourly rates, along with estimated annual pricing in accordance with the City's current requirements, as set forth in section Scope of Work, Attachment A. Also provide your firm's proposed Staffing Plan on a separate sheet of paper. Proposer should use a separate form to state pricing for any added value. Pricing shall remain firm for a minimum of two (2) years. Any and all requests for pricing adjustments for follow-on contract renewal periods shall be provided no later than sixty (60) days prior to the end of the contract period. Any such proposed price adjustments shall not exceed The Bureau of Labor Statistics Consumer Price Index (CPI) data for Los Angles - Riverside -Orange County, CA, All Items, Not Seasonally Adjusted, "annualized change comparing the original proposal month and the same month in the subsequent year. (This information may be found on the U.S. Department of Labor's website at www.bls.eov.) Employee Hourly Rate Hours worked Total Cost Overtime rate Anna Sarabian $ 305 100 $ 30,500 $ N/A James Fabian $ 305 8 $ 2,440 $ N/A Michael Lin $135 42 $ 5,670 $ N/A Chelsea Redmon $135 58 $ 7,830 $ N/A Cynthia Kugler $70 18 $1,260 $ N/A $ $ $ $ $ $ Total Estimated Annual Price $ 47,700 *For a more detailed Cost Proposal please refer to the information starting on the following page. Page 40 of 40 RFP N0. 17-04-CO1170 COST PROPOSAL Compensation Based on Time and Expenses Hourly compensation. The table below reflects the rates in effect as of the date of this Proposal. We anticipate that this schedule will be used for all of our general financial advisory services to the City (similar to Phase I of our Scope of Work or any other general financial advisory services, including services provided through the adoption of a final Funding Plan for the Lions Park and Fire Station 1 Projects). Financial advisory services, as detailed in the detailed scope of services, performed in connection with a financing of City's debt will be billed for at the amounts set forth below and will be fully contingent upon, and payable at the closing of the debt issue. We encourage you to discuss with the City Attorney if Government Code Section 1090 has any impact on whether a Financial Advisor's compensation can be contingently based. For any type of financing based on a contingent fee, whether competitive or negotiated sale, we propose the following, the details of which are illustrated in the table summarizing employee hourly rates, estimated number of hours worked and total cost: Par Amount: Contingent Fee*: Any par size amount $47,700 to $65,000 * The exact fee will be determined based on the following factors: • Number of Series of Bonds + Whether the Bonds are new money or a refunding, or both • Whether the Bonds are tax-exempt or taxable, or both + Rated or Non -Rated • Length of maturity + Fixed or Variable The table below provides a conservative estimate of the number of hours needed to complete a debt financing. Lead Financial Advisor 100 hours 135 hours Backup Financial Advisor 8 hours 13 hours Lead Technical Consultant 42 hours 60 hours Technical Consultant 58 hours 75 hours Clerical Administrative 18 hours 24 hours TOTAL # OF HOURS _ 226 hours 307 hours Expense Reimbursement Expenses incurred as part of the transaction will be billed for separately and will cover, among other things, travel, lodging, subsistence, overnight courier, Internet posting, computer, and fax transmission charges. Advances made on behalf of the City for costs of preparing, printing or distributing disclosure materials or related matter whether by postal services or electronic means, may also be billed through to the City upon prior authorization. Our expenses will be capped at $4,500 per transaction. Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 BACKGROUND & PROJECT SUMMARY SECTION COSTA MES/ Costa Mesa is a full-service, general law, city. The City has comprehensive set of debt policies and solid reserves policy and benefits from its location and local economy. As illustrated by the financial results in the last several fiscal years, Costa Mesa has enjoyed increasing revenues resulting from the recovering economy, with General Fund revenues exceeding expenses for the past five fiscal years through FYE 2015. As a result of the improved economy and the prudent fiscal management of the City, the General Fund unassigned fund balance has been growing steadily, reaching $53.8 million at FYE 2015. $22.2 million of that was unassigned fund balance, representing a strong 23% of General Fund expenditures. With the local economy continuing its recovery, actual revenues have exceeded projections, and the City has been able to control expenses, with actual expenses for FY 2015 being less than projected. Due to the potential volatility in the City's large sales tax base, however, the City has continued to monitor future economic conditions and be conservative in its forecasts. The 2016 budget assumes conservative revenue estimates and maintains control over budgeted appropriations. The City's most recent 5 -year financial plan model concludes that "there are no large amounts of funding for new initiatives without replacing current services, waiting for existing debt to be paid off or issuing new debt;' and that the City can continue to operate and provide services, fund capital improvements, and maintain current levels of reserves despite small projected deficits of general fund revenues, which can be balanced during future annual budget processes. With that general background in mind, summarized below is our understanding of the City's needs. The City is seeking proposals from qualified consultants to provide financial advisory services to the City related to specific upcoming projects. FRA views the primary duties of a financial advisor to the City to be: 1. Protect the financial integrity of the City. 2. Protect the credit rating and reputation of the City in the capital markets. 3. Work with the City to determine and then implement financing objectives consistent with City goals. 4. Provide the City with independent financial advice on an as -needed basis, bringing our experience and skills to bear. 5. Communicate with staff regarding options available, project status, bond market conditions and trends. 6. Assist City staff to operate and manage within a transparent and stable financial environment. The City has prepared a preliminary Funding Plan for the upcoming Lions Park and Fire Station 1 Projects and identified estimated costs, existing and projected funds on hand, and potential borrowing needs. The City's objective is to complete the projects in the most cost effective and timely manner, with the understanding that any new borrowing will be an obligation secured by the City's General Fund and will need to also fit within the City's existing debt profile, revenue and policy constraints. Any annual debt service payment on the new borrowing should not exceed the annual debt service payment of $1,240,250 for the outstanding 2003 COPs and the timing and structure of the new debt should take into consideration when those COPS go away and should work within the debt contour of the outstanding 2007 COPs too. There will also be analysis required to determine which assets will be pledged, whether capitalized interest will be needed or economical, or whether an asset substitution might be a beneficial alternative. The goal will also be to preserve the City's strong general fund -backed credit ratings (currently AA from Standard & Poor's and Aa3 from Moody's) and analyze various funding options, including potential cash-flow financing to bridge the gap between when funds are needed and when FIELDMAN I ROLAPP &.asu WES Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 COSTA MESA funding is available. As part of this analysis, restructuring and/or refinancing of the City's outstanding debt will be examined as well. COMPANY EXPERIENCE & CAPABILITIES Since January 1, 2013, FRA has acted as financial advisor on 426 bond transactions totaling over $19.4 billion in proceeds, of which 419 totaling $19.2 billion were for California public agencies. A detailed listing of these 419 transactions is provided in APPENDIX 1. 139 of these financings totaling over $4.0 billion were for cities and included the entire range of available financing alternatives for cities such as Lease Revenue Bonds/Certificates of Participation, General Obligation Bonds, Community Facilities Districts/Assessment Districts, Tax Allocation Bonds, Pension Obligation Bonds, and others. The following two tables summarize all our transactions and all city transactions since 2013. All Transactions All City Transactions J.nuam 1, 2013 to Pment January 1, 2013 to Present TYPE OF FINANCING TOTAL PAR AMOUNT NO. OF ISSUES TYPE OF FINANCING TOTAL PAR AMOUNT NO. OF ISSUES Land Secured $3,436,945,861 153 Land Secured $1,651,726,638 68 COPS 347,703,026 16 cops 3,685,000 1 General Obligation 4,109,983,338 83 General Obligation 186,595,000 4 Lease/Lease Revenue 1,199,053,814 30 Lease/Lease Revenue 204,353,494 17 Revenue Bonds 6,588,812,333 85 Revenue Bonds 534,777,771 13 Tax Allocation Bonds 1,369,975,550 33 Tax Allocation Bonds 1,369,975,550 33 Other 2,353,480,533 26 Other 56,004,000 3 TOTALS $19,405,954,453 426 TOTALS $4,007,117,453 139 City governments account for a considerable part of our business and accordingly we focus a great deal of our attention on this sector. Almost one third of our transaction volume has been generated by engagements from city clients. This focus on city governments as a major practice area assures the City that a "city -wise" advisor will meet its needs. We believe that the number of transactions and assignments that we have completed and the diversity of our clients have given our professionals a better understanding of the policy and business side of city government. It is this understanding which permits us to approach challenges with practicality and develop effective financial advice. Our extensive experience with cities means we have encountered, reasoned and addressed issues that many advisors have not. The relevance of this for Costa Mesa is not what service we have provided for others, but what we have learned elsewhere, one assignment experience at a time, and how that experience can be applied on behalf of and for the benefit of the City of Costa Mesa. Services We Provide Capital Planning, Management and Policy Development The planning, management and development of the capital structure is often the least visible, but is clearly the most important undertaking in the management of the balance sheet of public sector clients. This is where the basic decisions are made about the scope, cost and approach to financing the client's needs. The firm assists clients with the development of clear, thoughtful plans for the implementation of the capital plan. Capital Finance Transaction Management The firm assists clients with all aspects of the debt issuance or borrowing process. For example, we advise clients on the general feasibility of financing a project, the nature and manner of the debt issue to FIELDMAN' ROLAPP PAGE 2 &A5S0CV0ES Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 COSTA MESA, be structured and sold, the size of the issue required to accomplish the client's funding requirements and the general state of the credit markets. We assist the client with defining objectives for the financing, the determination of a process for sale, the selection of other service providers and the establishment of a timetable for the financing process. Once the objectives are defined and the best structure is selected, we assist the client with the marketing, sale and closing of the issue. The firm handles both competitive and negotiated sales of debt. In a competitive sales situation, the firm assists with the dissemination of information to bidders and the calculation and acceptance of the bids received. In negotiated sales, the firm advises its clients on the terms of the sale offered by the negotiating underwriter and assists with the negotiation of prices that are compatible with the client's needs. Specific Expertise and Services Credit Ratings: We have recent experience assisting California Cities with obtaining or maintaining existing or new credit ratings and will use our experience to develop and recommend strategies to maintain/upgrade the City's credit profile and credit rating. We are passionate about our City clients' credit ratings and maintaining frequent communication with the rating agencies. Our review of your operating budget, June 30, 2015 CAFR, demographic information and published credit reports indicate you are a very strong credit. Based upon the dates of the available published reports, it would appear that the City is due to have an S&P rating surveillance conducted soon. Recently, we assisted the Cities of Mission Viejo and Campbell affirm their Issuer Credit Ratings of AAA with a stable outlook from Standard & Poor's. Earlier this year we also assisted the City of Santa Ana obtain its first issuer credit rating. Development of Project Specific Financing Programs: We have recent experience assisting California Cities with the development and analysis of project specific financing programs, cash flows or strategy plans, and developing a financial model to evaluate whether to finance needed facilities or use existing resources to fund facilities on a pay as you go basis. Our experience will help us develop a project specific financing program tailored to your specific needs and financial profile which will help us evaluate the financial feasibility and potential funding options for your current and future capital project needs and assist with the analysis of potential debt restructuring opportunities, as applicable. In 2014, we assisted the City of Santa Ana restructure existing general fund debt to reduce annual debt service. Bond Market Expertise: We have extensive experience assisting California Cities issue new money lease revenue bonds, certificates of participation or other obligations secured by the general fund or an enterprise fund, as well as refinance outstanding tax allocation bonds post -redevelopment. We are one of California's most active financial advisors. In 2015, Fieldman, Rolapp served as Financial Advisor on 112 California issues - 2nd most among financial advisors according to Thomson Reuters. Our extensive experience will enable us to work with City Staff to customize a financing plan to fund the major projects identified by the City. A. Total Number of Years Experience for Firm and for Senior Advisor PAGE 13 FIELDMAN ROLAPP kAS50ClA'1'!5 Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 COSTA MESA Sgl/Multi-Family Housing 50 13 14 13 POBs 50 13 14 N/A Master Lease Financing 50 13 14 N/A Solid Waste Bds So 13 14 N/A Teeter Plan Fin. 50 13 14 N/A TRANS 50 13 14 N/A P3 50 13 14 N A Long Term Strat Finl Planning So 13 14 N/A DebtDefnce 50 1 13 14 N/A B. Total Number of Issues Worked on in Past Three Years ® a FIRM: # of Bd Issues in CA 0. I LEAD ADV: # of Bd Issues in CA FIRM: # of Bd Issues outside CA LEAD ADV: # Bd Issues outside CA COPS Lease Rev Bonds 45 15 1 1 CFDs ADs 153 41 N/A N A Sgl/Multi-Family Housing 2 2 4 4 POBs 1 1 N/A N/A Master Lease Financing 3 2 N/A N/A Solid Waste Bds 3 3 N/A N/A Teeter Plan Fin. N/A N/A N/A N A TRANS 17 4 N/A N/A P3* NA NA NA NA *Although we have not done any P3 financings in the past 3 years, we have advisedclients on a P3 financing within the last 5 years and we have also analyzed P3 as a funding alternative for two other clients during the past 5 years. C. Types of Clients/Financings/Sectors/Achievements We are a full service, independent, financial advisor focused on California public finance. As an independent municipal advisor, we provide services to public agencies only. We do not work for private companies or developers. We are not broker-dealers and do not trade or underwrite bonds. Providing unbiased, independent financial advice to our clients is all we do. We provide services to cities, counties, transportation agencies, water and other utility districts, school districts, universities, and special districts. Although we have several clients in other states, our main focus is on California issuers. The number and types of transactions we have completed in the past three years were described earlier in our proposal. We take pride in the level of service we bring and the integrity we bring. We are a "hands-on" financial advisor, who is active and engaged. We work cooperatively with our clients and with the other financing team members, however, we believe it is our duty to prepare the credit presentation on behalf of the City and not defer to the investment banker for that. We review all legal and financing documents, assist with the optimal structuring of a financing and engage in a dialogue with the rating agency to showcase the strength of our client's credit and make sure their interests are protected. We take a leadership role spearheading the financing team's efforts and ensure a stress -free process, a fair and transparent pricing, and a smooth closing. We are adamant at ensuring that the pricing of any financing reflects our client's credit strength and that the underwriter is compensated fairly but also in line with other similar issues in the marketplace. We prepare all staff reports and presentations to the City Council and either assist staff deliver them or we present in front of the City Council on staff's behalf. FIELDMAN 1 ROLAPP Pnce 4 &ASSOCIATES Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 COSTA MESA In addition to transaction management, we also provide consulting services in the planning, management and policy development required to support an issuer's capital formation process and the subsequent implementation of the issuer's capital plan. Over the last three years we have assisted a number of municipal agencies with policy development and review. In addition, we have advised clients on the development of new or the update of existing debt management policies and have assisted with the preparation or review of various policy documents, including Reserve Policies, Debt Management Policies, Swap Policies, or Investment Policies. We have also assisted issuers with debt defeasance and advised clients against the issuance of debt if we did not think that was the right approach for them. We have highlighted some of our recent long-term strategic financial planning experience in the Case Study section of our proposal starting on page 14. We pride ourselves on our integrity and the thoughtful advice we provide to our clients. We are energetic and passionate and we will work hard to deliver the best results for the City. It will be a privilege to join your team on these important projects and we pledge our undivided attention to ensuring the City's success. D. Highest Par Amount for Firm and Lead Advisor in past 3 years PARAMOUNT OF ALL FIRM: Largest Par Amt in CA WORKEDTOTAL ISSUES ON IN LEAD ADV: Largest Par Amt in CA THE PAST THREE YEARS FIRM: Largest Par Amt outside CA __=7 7= Largest Par Amt outside CA COPS Lease Rev Bonds $325 Million $325 Million $18.790 Million $18.790 Million CFDs ADs $135 Million $49.740 Million N/A N/A SgI/Multi-Farnily Housing Hou $35.350 Million $35.350 Million $21.195 Million $21.195 Million POBs $13.175 Million $13.175 Million N/A N A Master Lease Financing_$66.015 Million $66.015 Million N/A N A Solid Waste Bds $78.780 Million $78.780 Million N/A N A Teeter Plan Fin. N/A N/A N/A N A TRANS $340 Million $340 Million N/A N A P3 NA NA NA NA E. Organizational Chart for Firm The current organizational chart for FRA is shown at the right, with the Proposed Project Team highlighted in tan. We have included senior managers of our firm as Engagement Manager and Strategic Advisor to ensure the City's engagement has a high priority and resources are committed to l ensure responsiveness and accuracy. Using a team approach assures the City that multiple individuals will be familiar with the City's needs and requirements. This approach offers the City access to wce„ multiple consultants, superior service, better turnaround times, and more efficient use of the City's staff time. FIELDMAN, ROLAPP & ASSOCIATES w Ln J ural w.rxn., xan,"�""eie nam.°i uo m.�ua,� ,,.oeow FIELDMAN ROLAPP PAGE I S &,5.o Wns Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016. F. Firm's Resources & Ability to Perform Scope of Services Technical and Data Resources (:QSTA MESA, _r1au11t atix: FRA maintains the most sophisticated software available for structuring municipal bond issues. Our DBC software allows us to analyze and structure almost any bond or loan structure, and our project personnel are proficient in the use of the software. Technical resources include a live Bloomberg terminal and TM3 (Thomson Reuters) subscription that provides us with the most up-to-date market events and data. Each of these allows us to gather and analyze the fixed-income markets for use in debt pricing, spread negotiations and forecasting economic conditions. With access to Bloomberg and TM3, we have access to the latest pricing information in the fixed-income markets and other news. While all of our technical resources allow FRA to keep abreast of the markets and trends, we have not allowed this new infrastructure to replace the "old-fashioned" resources of talking with analysts at rating agencies and credit enhancers, or communicating with the client, investment bankers and underwriters. A major role for a financial advisor is to bring to bear its expertise, skills and experience to assist its clients to determine credible options, analyze those alternatives and to select the best option after a diligent review and vetting. FRA's practice is to assist in determining alternatives and providing numerical analyses in a clear straightforward presentation, answering questions and then assisting the client to make the decision. In selecting FRA, the City would have an advisor that maintains a fiduciary duty to the City in all conduct, including analysis and recommendations. FRA will advise with the City's interests first, without bias towards transactions or other arrangements. We do this by providing memos, graphs, tables or whatever medium best conveys the analysis and documents the decision. We also make sure the financing team stays on schedule and everyone delivers what they are responsible for in a timely manner. G -J. Financial Capability and Legal Disclosures FRA has never filed for bankruptcy in its 50 years in business. There are no existing or threatened litigation proceedings against the Firm or any of its principals and there have not been any in the last five years. The Firm and its principals have not been named in any lawsuit for Municipal Advisory services similar to the services in this RFP, nor have there have been any public or private reprisals or disciplinary actions against the Firm or any of its principals. Additionally, neither the Firm nor any of its principals have been cited or threatened with citation within the last 5 years by any federal or state regulators. K. Proof of Legal Business Operation FRA has been incorporated and legally licensed to conduct business in the State of California since 1974 (Corp. #: C0726536). Please refer to APPENDIX 2 for proof. L -M. FRA Years in Business FRA is celebrating its 501h year in business. The Firm's business name has not changed since 1974. FRA has never had any business or professional license denied, revoked or suspended. The Firm is currently registered with the SEC C#867-00175) and MSRB (K0276). N. All California Transactions since 2013 Please see APPENDIX 1_ for a detailed listing of all California transactions completed by FRA since 2013. FIELDMAN I ROLAPP & A59OC1Krf' Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 FRA APPROACH AND METHODOLOGY TO SCOPE OF SERVICES COSTA MES/\ The way we approach any engagement is to understand all background information, the available resources and contemplated needs, any financial and policy constraints and the desired timing for completing the projects. As part of our due diligence we will undertake an effort to bolster our understanding of the City's needs, financial constraints, and risk tolerance by a thorough analysis of the City's budget, cash flows, audit, existing debt and other pertinent financial information. Based on our current understanding of the City's needs and the provided information, we have outlined below our methodology associated with accomplishing the scope of work of this RFP. We envision a potential scope of work to include three phases and have outlined within each phase the potential tasks that might be associated with that particular phase. This list is not exhaustive and will be subject to change, depending on the specific assignments and feedback we receive from the City. Further, if in the City's opinion specific tasks listed are not warranted, FRA will adjust the tasks, as required. Phase I - Review of City's Financial Status, Policies and Funding Considerations We will encompass an extensive review of the City's overall financial conditions, outstanding debt and available cash reserves. It will include the potential review of existing policies as well as the current market conditions. We will work with staff to understand the City's short and long term objectives. In consideration of the City's planned Lions Park and Fire Station 1 Projects (the "Projects"), we will provide a look forward toward a potential long-range financing strategy for the City's capital financing needs for these Projects. Some of the specific services we will provide in this phase may include: 1. Review the City's overall existing financial status, including outstanding debt, CIP, available cash reserves, and current policies. 2. Work with the City's Finance Team to understand the City's short and long term objectives and develop analyses, recommendations, suggestions, and options based on these objectives. 3. Provide the City with appropriate analysis of current economic, financial, fiscal, and market conditions to support recommended actions. 4. Prepare an analysis of the City's financial options and compare considerations of each scenario. 5. Use our knowledge of and experience with the rating agency credit criteria to evaluate the likely credit rating for any potential financings supported by the City's General Fund. 6. Evaluate potential assets to be pledged in the event of a lease -based financing. 7. Evaluate the City's available revenue sources. 8. Estimate potential debt service cost for each financing alternative, as well as operating and maintenance cost for the Projects based on information provided by the City and assess the City's ability to cover these costs. 9. Evaluate public sale vs. private placement alternatives, various maturity dates and financing structures and prepare a thorough analysis summarizing the characteristics of and considerations for using each financing structure. 10. Perform quantitative analyses to assist the City in selecting the most advantageous funding options and review impact to the City. 11. Prepare and deliver a presentations) summarizing our findings to Staff, the Finance Advisory Committee, and the City Council, as applicable. FIELDMAN ROLAPP PACE17 & MiMATES Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 COSTA MESA To ensure client satisfaction and satisfy the requirements of the scope of work, we will solicit staff input, hold regular financing team meetings and conference calls, prepare presentations and lead study sessions, as required. The latter will also provide for soliciting and documenting feedback from internal and external stakeholders, which can then be incorporated in the final Funding Plan and the ultimate strategy for completing the Projects. Based on our review of the 2003 and 2007 COPS, we would like to discuss with the City our ideas to defease the 2003 COPS by no later than October 2017 and to explore refunding the 2007 COPS which currently produce very strong gross and net present value savings. Given the strong underlying rating of the 2007 COPS, the City could use the existing cash reserve fund as an additional source of funds to buy down the refunding. Phase II - Transaction Management The second stage is the transaction management phase. We will assist the City in the design of a financing structure to fund the Projects and explore the refunding and/or defeasance of existing outstanding City debt consistent with the City's policies and objectives, and that reflects current conditions in the capital markets. We will recommend the best possible plan of finance after reviewing all options, and make a recommendation on the method of sale. We will take the lead role in preparing a schedule and detailed description of the interconnected responsibilities of each team member and updating this schedule with refinements, as necessary, as the work progresses. As the financing activities progress, we will constantly monitor the progression to ensure that the City's policies and objectives are not compromised. If deviations take place, we will advise City Staff and provide a recommended course of action. We will coordinate (and assist with, where appropriate) the review of the legal and disclosure documents and will monitor the progress of all activities leading to the sale of new money and/or refunding bonds. We will monitor document preparation for a consistent and accurate presentation of the recommended business terms and financing structure of each debt issue. We will attend all public meetings, study sessions and workshops. We recognize that the credit process is an important part of minimizing interest expense when a public sale of debt is undertaken. In our opinion, the City is well positioned to maintain its existing AA Standard & Poor's credit rating on General Fund -supported debt. We will take the lead in analyzing the City's credit from both quantitative aspects (for example, calculating credit metrics), and qualitative aspects. We will prepare the credit presentation, with the input from other finance team members, and prepare the presenters for the actual meeting(s) with the rating analysts. We will focus on presenting and highlighting key credit benchmarks and financial ratios, based on our experience and knowledge of what criteria the rating agencies typically assess. In addition, we will assist with the procurement and negotiation of surety bids if required. Depending on the method of sale selected, we have outlined below the scope of services we will provide Advisory Services for Competitive Issues For a competitive sale, we will work with the City to structure the financing(s) to meet the City's needs while still making the offering attractive to bond buyers, thereby ensuring a timely sale. We will assist disclosure counsel in the preparation of the preliminary official statement and notice of sale, and provide information to potential bidders, identify qualified underwriters, and call for bids. Once the best price has been received and approved, we can assist in the completion of the transaction. More specifically, we would propose accomplishing the City's objectives utilizing the following steps: 1. Provide structuring advice and provide recommendations on terms and conditions. PAGE 18 FIELDMAN I ROLAPP -� &h44CKaA'1YS Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 COSTA MESIO 2. Provide regular commentary on current municipal market conditions, trends in the market and how these may favorably or unfavorably affect the City's proposed financing. 3. Make specific recommendations as to the optimal time to enter the market according to the best practices for competitive sales and whether or not the City should consider the purchase of bond insurance. 4. Establish an account with Parity® electronic bidding system and outreach to bidders. 5. Create and publish the Notice of Sale and electronically post the Preliminary Official Statement. 6. Monitor pricing electronically during the bond sale and make live access available to the City to ensure transparency and the lowest interest rates available. 7. Verify winning bid and make recommendations to the City to award to the firm providing lowest True Interest Cost. Advisory Services for Negotiated Issues In the case of a negotiated sale of debt, we will perform a thorough evaluation of market conditions preceding the negotiation of the terms of the sale of debt and will assist the City with the negotiation of final issue structure, interest rates, interest cost, reoffering terms and gross underwriting spread to provide a recommendation on acceptance or rejection of the offer to purchase the debt. The assistance and evaluation will focus on the following areas as determinants of interest cost: size of financing, sources and uses of funds, terms and maturities of the debt issue, investment of debt issue proceeds, distribution mixes among institutional and retail purchasers, interest rate, reoffering terms and underwriting discount with comparable issues, and redemption provisions. Some of the specific services we will provide in this phase may include: 1. Prepare, distribute and evaluate requests for proposals for underwriters and recommend an underwriter or an underwriting syndicate to the City. 2. Advise on the appropriate terms and conditions of the sale and work with the City and bond counsel to fine-tune the structure including determining covenants, parity provisions, reserve requirements, redemption features, etc. 3. Work with bond counsel on document preparation, timing and structure. 4. Provide regular commentary on current municipal market conditions, trends in the market and how these may favorably or unfavorably affect the City's proposed financing. 5. Make specific recommendations as to the optimal time to enter the market according to the best practices for negotiated sales and convenience to the City and whether or not the City should consider the purchase of bond insurance. 6. Assist in publicizing the issue in advance and assist the City with its disclosure obligations. 7. Coordinate a marketing plan with the underwriter(s). B. Negotiate syndicate rules and establish priority of orders if required. 9. Negotiate underwriter's compensation and redemption features on behalf of the City. 10. Facilitate calls before and at pricing of the bonds. 11.Prepare a list of contemporaneously sold transactions, similar in size, rating and structure and compare the coupons and yields of such issues with the proposed pricing offered by the underwriter. FIELDMAN ROLAPP Pace 9 &.M�uI� Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 COSTA MESIO 12.Review pricing, negotiate the pricing with the underwriter, and make recommendations to the City to accept, reject or modify proposed pricing. 13. Prepare final pricing memorandum summarizing the results of the negotiated sale. We have found this document is a good tool to share with the City Council to summarize the results of the bond sale. Advisory Services for Private Placement Issues In the case of a private placement sale of debt, we will request proposals from placement agents and recommend a selection of a firm and perform a thorough evaluation of market conditions preceding the solicitation to Private Placement Providers; and we will assist the City and the Placement Agent with the negotiation of the final issue structure and interest rates. Additionally, we will provide a recommendation on acceptance or rejection of the bids received by the Private Placement Providers based on the indicative interest rate, redemption provisions and any other conditions included in the winning bidder's proposal. Some of the specific services we will provide in this phase may include: 1. Prepare, distribute and evaluate requests for proposals for placement agents and recommend a placement agent to the City. 2. Advise on the appropriate terms and conditions of the private placement and work with the City, placement agent and bond counsel to fine tune the structure including determining covenants, parity provisions, redemption features, etc. 3. Work with bond counsel and placement agent on document preparation, timing and structure. 4. Provide regular commentary on current municipal market conditions, trends in the market and how these may favorably or unfavorably affect the City's proposed financing. 5. Make specific recommendations as to the optimal time to enter the market according to the best practices for private placements and convenience to the City. 6. Assist in publicizing the issue in advance with potential private placement providers. 7. Negotiate terms and redemption features on behalf of the City. 8. Facilitate calls before and at placement of the bonds. 9. Review bids, negotiate the terms of the bids with the winning bidder, and make recommendations to the City to accept, reject or modify proposed pricing. 10.Prepare final pricing memorandum summarizing the results of the private placement. We have found this document is a good tool to share with the City Council to summarize the results of the bond sale. A detailed tentative project schedule is attached as APPENDIX 3. We will fine-tune this project schedule once we have more information regarding the City's desired timing for completion of the Projects. In terms of performing the work, we will rely on interaction and open dialogue with City staff, project - specific information provided by staff as well as regular meetings and conference calls to ensure we work cooperatively as a team to complete the tasks specified in the Scope of Work of the RFP. Phase III - Closing We will assist in activities related to the closing of each financing. We will assist the City's bond counsel in assuming responsibility for such arrangements as they are required, including arranging for or monitoring the progress of all required closing documents, final delivery of the securities (in the case of a FIELDMAN ROLAPP Pnce 10 &FlS HIES Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 COSTA MESA, refunding), recommendations of the investment of the refunding escrow fund to maximize reinvestment earnings to reduce negative arbitrage, and settlement of the costs of issuance and will prepare a closing laminate to provide a quick reference guide for the completed transaction to assist City staff with the implementation of the bond issue over its term. STAFFING — PROPOSED PROJECT TEAM In order to fulfill the expectations and requirements of the City and its projects, we propose to assign the team described below, located in our Irvine office, each of whom will assume different duties and responsibilities. Using a team approach assures the City that several individuals will be familiar with the City's needs and requirements and offers superior service, better turnaround times and more efficient use of the City's staff time. In serving as a financial advisor, we act as an extension of staff, taking the lead role in managing all details of the transaction, allowing our clients to focus on the big picture. As such, we prepare a financing schedule outlining each team member's responsibilities and delivery deadlines and as work progresses, we monitor and update the schedule to ensure everyone is delivering as agreed upon. Maintaining an open dialogue with all team participants ensures everyone has a clear understanding of the issuer and specific project objectives and facilitates a smooth and efficient process. Ms. Anna V. Sarabian, Ph.D., Principal, will serve as the Lead Financial Advisor/or Engagement Manager and be the primary contact to the City. Ms. Sarabian will attend all meetings and make presentations to the City Council. She will ensure that our services are delivered seamlessly and that the City has access to an experienced, knowledgeable consultant at all times. It will also be Ms. Sarabian's responsibility to make sure that the team has the right resources deployed to fully discharge the firm's duties to the City. She will supervise all of the financial modeling, numerical analysis and research work necessary to position the City, and the team, with the correct information required to make informed judgments. Other staff assigned to the City includes Mr. James V. Fabian, Mr. Michael Lin, and Ms. Chelsea Redmon. Mr. James V. Fabian, Principal, will serve as the Backup Financial Advisor/Strategic Advisor to the City. He has extensive city and strategic planning experience that will benefit the City. Mr. Michael Lin, Associate, with serve as lead technical consultant to the City. Mr. Lin will prepare required credit presentations and DBC debt sizings. Ms. Chelsea Redman, Associate, will serve as back-up technical consultant to the City. Ms. Redmon will perform financial modeling, prepare numerical analysis and debt affordability calculations. She will also prepare RFQs for other service providers. Detailed resumes of the assigned team members are listed below: ANNA V. WAI#IAN, Lead Financia!Advisor/Engagement Manager 949.660.7308 direct 949.660.7300 office 949.274.0625 cell asarabian@fieldman.com Ms. Anna V. Sarabian, Ph.D., Principal, joined the firm in July 2003. Before joining the firm, Ms. Sarabian served as a management analyst, investment banking analyst, and teaching and research assistant. Ms. Sarabian has focused on serving a wide variety of municipal clients in the firm's city, county and transportation client sectors. She has completed transactions with, or is currently engaged by, the City and County of San Francisco, Riverside County, the cities of Los Angeles, South Pasadena, Oakland, Milpitas, Monterey, Marina, Concord, Campbell, Dublin, Emeryville, Union City, San Marcos, Shatter, Arcadia, Bakersfield, Arvin, Culver City, Brea, Aliso Viejo, Dana Point, Santa Ana, Tustin, Mission Viejo, Diamond Bar, and Lake Forest, among others. During the last three years, Ms. Sarabian has completed more than 68 financings totaling nearly $4.0 billion. FIELDMAN' ROLAPP PAGE 11 &.��MYILs Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16,2016 COSTA MESA Since joining the firm, Ms. Sarabian has completed several hundred financing engagements, including a variety of fixed and variable rate negotiated or competitive transactions, such as tax allocation bonds, certificates of participation, lease revenue bonds, water and wastewater revenue bonds, commercial paper, general obligation bonds, interest rate swap agreements, and special district formation and financings. Recently, she has completed projects involving a wide range of financial advisory services, including post -redevelopment tax allocation bond financings, solar feasibility analysis, debt, reserve and budget policy development, capital improvement plans and long range financial plans, parking fund financial analysis, swap advisory services, debt structuring cash flow utilization and refinancing opportunities, credit analysis, and ad hoc financial analysis. Ms. Sarabian received her Master of Business Administration (concentration in Finance) from the University of California -Riverside and her Ph.D. in Economics from the Center for Economic Research and Graduate Education (CERGE), Prague, the Czech Republic. She holds the CIPMA designation as a Certified Independent Professional Municipal Advisor from the National Association of Municipal Advisors (NAMA). Ms. Sarabian serves on the board of the Women in Public Finance, Los Angeles chapter. She is a frequent speaker at the CDIAC's Debt Essentials seminar series. JAMES V. FABIAN, StrategicAdvisor/Back-up Engagement Manager 949.660.7307 direct 949.660.7300 office 949.246-2344 cell jfabian@fieldman.com James V. Fabian, Principal, has been with the firm since September 1999. Since joining the firm, Mr. Fabian has focused on serving the firm's City and Redevelopment Agency clients. He serves as engagement management for the Cities of Oakland, Milpitas, Monterey, Marina, Dublin, Campbell, Rialto, San Marcos, Arcadia, Thousand Oaks, Shatter, Culver City, Concord, and Emeryville. He has completed financings for approximately fifty-eight clients totaling more than $5.0 billion in par size. During the last three years, Mr. Fabian has completed 56 financings totaling $1.7 billion. He has also developed Financial Management Policies, Local Goals and Policies for Land Secured Financings and credit rating presentations for several major cities and redevelopment agencies. Prior to joining the firm, Mr. Fabian served as a Financial Services manager for the City of Oxnard for more than ten years, where he administered the city's annual debt service budget, the outstanding debt portfolio of approximately $250,000,000, and the city's assessment districts and community facilities districts. He was also responsible for the administration of the city worker's compensation plan, insurance pool and property management program. Prior to his tenure with Oxnard, he was a budget and management analyst with the Office of Budget and Management Policy of Broward County, Florida. Mr. Fabian has extensive experience with the operational considerations of local government finance. Mr. Fabian presently is licensed as an Investment Advisor Representative and holds the CIPMA designation as a Certified Independent Professional Municipal Advisor from the National Association of Municipal Advisors (NAMA). He is a member of California Society of Municipal Finance Officers (CSMFO), California Redevelopment Association (CRA) and Municipal Management Association of Southern California (MMASC). Mr. Fabian has served as the co -moderator for the CDIAC seminar entitled "The Fundamentals of Land - Secured Financing". He also had participated in speaker panels at the CSMFO and CRA annual conferences. Mr. Fabian earned his undergraduate degree (cum laude) in Political Science from Kent State University in Kent, Ohio, and his graduate degree in Public Administration (emphasis in local government) also from Kent State. FIELDMAN ROLAPP Pnce 12 &..s;«,n Proposal for Municipal Advisory Services - CITY OF COSTA MESA November 16, 2016 COSTA MESA MICHAEL LIN, Lead Technical Consultant 949.660.7310 direct 949.660.7300 office mlin@fieldman corn Mr. Michael Lin, Associate, joined the firm in January of 2016. Since joining the firm, Mr. Lin has been active with the firm's City, County, and school district clients, placing a special interest in GO Bonds, Community Facilities Districts and Revenue Bonds. Mr. Lin graduated in May of 2015 and received his Specialized Masters in Business Administration with a concentration in Finance from Ohio State University, Fisher College of Business. He received his Bachelor's degree in Economics at National Taiwan University in June of 2013. While attending Ohio State University, Mr. Lin explored investment opportunities for a $10 million Student Investment Management fund; covered the IT Sector, and provided a thorough top-down analysis. The result served as guideline for sector weight in the portfolio. CHELSEA L. REDMON, Technical Consultant 949.660.7306 direct 949.660.7300 office credmon@fieldman.com Ms. Chelsea L. Redmon, Associate, joined the firm in August of 2016. Since joining the firm, Ms. Redmon has been dedicated to both the firm's city and school district clients. Ms. Redmon has provided project support for Coachella Valley Unified School District, Long Beach Community College District, San Ramon Valley Unified School District, Washington Unified School District, Monterey County, and Moreno Valley. Chelsea's current assignments include projects for the cities of Tustin, South Pasadena, Hermosa Beach, El Segundo, San Marcos, the East Orange County Water District and Val Verde Unified School District. For these clients, Ms. Redmon conducts ad hoc debt and financial analysis and prepares quantitative and qualitative research to support various transactions. Prior to joining the firm, Ms. Redmon served as an Economics Instructor for Golden West College and an Econometrics Lab Instructor and Graduate Assistant for California State University, Long Beach. Ms. Redmon graduated Summa Cum Laude from the California State University, Long Beach with her Bachelor of Arts degree in Political Science and a Master of Arts degree in Economics. She additionally won Outstanding Graduating Senior in both Economics and Political Science. Her paper, "Economic Freedom and Corruption: New Cross -Country Panel Data Evidence" was recently published in the Journal of Private Enterprise. QUALIFICATIONS OF FIRM Fieldman, Rolapp & Associates is an independent municipal advisory firm founded in 1966. The Firm does not engage in the business of underwriting bonds. FRA is legally authorized to do business in the State of California and is registered as a Municipal Advisor with the Municipal Securities Rulemaking Board (MSRB # K0276) and with the Securities and Exchange Commission (SEC #867-00175). Additionally, in response to Rules G-42 on Duties of Non -Solicitor Municipal Advisors and G-44 on Supervisory and Compliance Obligations of Municipal Advisors, we developed a Municipal Advisors Manual for our supervisory and professional personnel. As an independent firm that has been in business since 1966, we have always put the interest of our clients first and provide an independent review of all financial alternatives focused on what is best for the City. We have successfully been providing services similar to the ones requested in the RFP for over 50 years. Ms. Sarabian as Lead Advisor has over 16 years of experience in providing municipal advisory services for municipal debt in accordance with the MSRB Professional Qualification Program and MSRB Rule G-3. Mr. Fabian has over 32 years of relevant experience. Both Ms. Sarabian and Mr. Fabian have successfully FIELDMAN ROLAPP Pace 13 & kiS KWIES Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 COSTA MESA, passed the MSRB's Municipal Advisor Representative Qualification Examination (Series 50). The total number ofyears of combined experience for all consultants at FRA is 197years. The Firm is celebrating its 50th year providing municipal advisory services in the State of California. Please see our completed Table of Number of Years of Experience on page 3 and the table on the number and type of completed engagements on page 4. Our long track record and the long-standing relationships we have built with our clients are the best testament that FRA possesses the commitment, ability and complete resources to successfully manage and complete all components of the proposed City projects in a timely manner, including but not limited to: (i) attending meetings, (ii) advising staff on matters specific to the scope of work, (iii) preparing and presenting reports to City staff and members of the City Council, and (iv) assisting with due diligence and disclosure processes relevant to the scope of work. For a summary of the Firm's experience, please see page 2. In addition, provided with the Appendix B forms are references for clients who received similar services from our firm. As demonstrated earlier in our proposal, we have significant experience with the structuring and sale of COPS and lease revenue bonds ("LRBs") having completed 46 financings totaling more than $1.4 billion. A few years ago, COPS were regularly used interchangeably with LRBs but in the past years, there has been a shift to LRBs as investors like the "revenue" part of the name. As a result, there was a pricing advantage for issuing LRBs compared to COPS and we have either issued new money LRBs or refunded a lot of COPS for our clients through the issuance of lease revenue refunding bonds. In addition, we have been able to structure many of the LRBs with an underlying rating of at least an "A" from S&P with either a surety instead of a cash -funded reserve or without a debt service reserve altogether to minimize the negative arbitrage in today's market environment. Two recent examples of lease revenue bonds we issued for our clients are the financings for the City of Campbell and the City of Mission Viejo we priced and closed recently. To further highlight our qualifications, we have described these as well as other similar or relevant engagements in the Case Study section below. Case Studies of Similar Projects CITY OF ALISO VIEJO, In early 2006 we were engaged by the City of Aliso Viejo to perform an extensive review of the City's financial health to determine viable financing alternatives regarding the City's intent to purchase the building they were leasing as City Hall. The building was a 2 story 21,200 square foot building. As part of our analysis, we examined the City's financial position, available reserves, available and projected revenues from leasing out the remainder of the building, and the impact of various economic factors. Next, we projected the City's financial position and potential credit outlook, analyzed the City's ability to finance the building based on the City's projected square footage in the building for use as the City Hall and available private tenant leased space. We worked closely with City staff to analyze the City's square footage needs for their uses and the existing and available square footage available for private uses. Once the square footage needs were determined, we allocated the common areas and parking to the City and private uses to determine the appropriate allocation. We also assisted them in allocating tenant improvements between the two uses. We then worked with the City's Bond/Tax Counsel to determine the amount of tax exempt bonds that could be issued for public uses and the amount of taxable bonds that could be issued for private use. This included the amount needed to purchase the building and to fund required tenant improvements. After the building analysis was completed, we assisted the City secure an AA- credit rating from S&P, select a bond underwriter and complete the issuance of $7.OM of Certificates of Participation ("COPs"). Pncs FIELDMAN 1 ROLAPP 14 &A390f IA'1'f5 Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 COSTA MES/ We also structured the taxable portion of the COPS to mature in the early years to achieve the lowest possible borrowing costs. The City used the proceeds from the COPS to acquire the building and construct tenant improvements. In 2014, we assisted the City redeem the outstanding COPS based on the availability of excess reserves. The building currently has no debt encumbered against it and the City has no restrictions of leasing space to private users. This a good example of our experience assisting a client with analyzing the purchase of a building to be used as a City Hall and to have additional space available to be leased out to private tenants. CITY OF DIAMOND BAR .rWOF In early 2010 we were engaged by the City of Diamond Bar to perform an extensive DiaiT1O11d Bar review of the City's financial health to determine viable financing alternatives regarding the City's intent to acquire a building to be used as a city hall/library. As part of our analysis, we examined the City's financial position, outstanding debt and available reserves, available and projected revenues, and the impact of various economic factors and certain assumptions on the city's ability to acquire the new city hall/library building. Next, we projected the City's financial position and potential credit outlook, analyzed the City's ability to finance/pay for its needs, and determined the feasibility of each alternative. The model we developed factored in all available and anticipated revenue sources and costs including, among others, new franchise fees and contract terms, CIP adjustments to existing lease obligations, and annual maintenance cost forecasts for the operations and maintenance of the new building. Further, we conducted a detailed cost/benefit analysis demonstrating that the City could afford the acquisition and outlined some considerations as to the most efficient funding mechanism. The City purchased the building with cash in the fall of 2010 and moved into it in early 2012. Our analysis demonstrated that given the uncertainty of the future revenue stream for the City, it was most advantageous and fiscally prudent to use existing cash for the purchase of the building instead of incurring debt and having to cover the debt service over the next 20 or 30 years. The model is a good example of our experience assisting a client with developing a tool to help develop a long-term strategic plan. A copy of the presentation is attached as APPENDIX 4. CITY OF LAKE FOREST We were engaged by the City of Lake Forest in the spring of 2011 in connection with the City's Opportunity Study Area Public Facilities Business Plan (the "OSA Plan"). The OSA Plan was first adopted in 2009 as part of the City's 5 -Year Strategic Business Plan with the goal of facilitating the implementation of public facilities projects in anticipation of future development by utilizing projected future development fee revenue, combined with the City's public facilities investment. As part of the update of the OSA Plan, the City asked us to develop a cash flow model that takes into consideration various funding sources (such as existing cash balances, public facilities fees, debt, etc.) and anticipated uses (roadway improvements, public facilities construction and maintenance, etc.), and the timing of each. The model forecasts sources and uses of funds through FY 2017-18 and serves as a benchmark of any decisions on specific financing for any of the identified projects, and as part of the 2011-13 Capital Budget discussion. Some of the model inputs are building permit projections and land credits, development fees, as well as construction management cost estimates and timing of project implementation and expense. The model was further updated in the spring of 2012, early in 2013 and again in 2016. The analysis we prepared compared sources and uses of funds based on either no debt financing as an additional funding source or debt financing in combination of pay-as-you-go funding for relevant projects and assessed the ability of the City to complete its OSA Plan as previously contemplated. Further, the cash flow analysis demonstrated what the City can FIELDMAN ROLAPP PAGE 15 e.asxxinres Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 COSTA MESIO construct in the absence of any debt financing, and what is the impact of a delay in development schedule on the gap between available sources and projected costs. The model is a good example of our experience assisting a client with developing a long-term strategic plan. A copy of the cash flow model is provided in APPENDIX 5, HELIX WATER DISTRICT We were engaged by the Helix Water District in the summer of 2016 to provide a comprehensive review of the District's 10 -year Capital Improvement (CIP) Master Plan in the context of the District's strategic plan and existing financial policies and the implementation of a comprehensive water cost and rate study. The District is currently funding all of its CIP on a PAYGO basis with anticipated CIP funding needs averaging $14.3 million over the 10 -year horizon. In addition, there is a $30 million project anticipated in year 8. Our engagement was focused on providing recommendations on best way to incorporate debt financing into the 10 -year CIP including ideal size, structure, timing, and specific terms and conditions of issuing debt taking into consideration the District's five year financial projections, board approved rate ceilings through FY 2019-20, debt capacity and bond covenants. We prepared a comprehensive dynamic model that demonstrated the impact of different debt and PAYGO scenarios on meeting the District's revenue targets, bond covenants and reserve funding levels. In addition, we prepared a presentation educating the Board and presenting recommendations and overview of public sector financing and its implications to the District. CITY OF MISSION VIEJO We recently completed an advance refunding of a City of Mission Viejo 2009 financing. Given the historically low interest rates, we approached the City this spring with the idea of pursuing an advance refunding and issuing $12.8 million of refunding lease revenue bonds. We prepared all presentations to the City's finance committee and the City Council, reviewed all legal and financing documents and prepared the rating presentation to S&P, which resulted in the City affirming its AAA issuer credit rating and securing an AA+ rating on the refunding bonds. We priced the bonds on July 14, 2016 resulting in a net present value savings of $1.4 million or 10.2% of the refunded par amount and average annual savings to the City's General Fund of approximately $210,000. CITY OF CAMPBELL ,o•w FRA was engaged in February 2016 to assist the City of Campbell with a review of the City's outstanding debt and the identification of potential refunding opportunities. The City had COP issues and TAB issues outstanding. Approximately 42% of the COP debt service was payable from tax increment revenues, with the remaining portion payable from general fund revenues. Working in cooperation with bond counsel, we were able to structure a combined refunding of the tax increment portion of the COPS and the two TABS and we pursued a private placement of the resulting refunding tax allocation bonds. Concurrently with that, we worked on a negotiated public sale of lease revenue bonds, refunding the general fund portion of the COPS. We prepared the LRBs credit presentation and secured an underlying credit rating of "AA+" from Standard & Poor's. We also prepared and distributed on the City's behalf a request for proposal for underwriting services for the LRBs and an RFP for a placement agent for the refunding TABS. We assisted the City calculate the required reserve fund amount for their outstanding TABS and evaluate the assets to encumber related to the refunding of the COPs. We have been very proactive and hands-on throughout the process, preparing all staff reports and necessary quantitative analyses, as well as coordinating the efforts of the financing team. The LRB and the TAB refundings closed in mid-August In addition, as a separate engagement, we prepared on a Pace FIELDMANROLAPP �hGOC1A'f66 Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 COSTA MESA, tl'fY �Y i�£ hRY4 very short notice a detailed debt affordability analysis to assist the City Council in certain policy deliberations and continue to provide ongoing ad hoc financial advisory services to the City. CITY OF TUSTIN = FRA has served as the City of Tustin's financial advisor since 2010. The firm has been involved in every capital financing undertaken by the City/Agency during that time. Highlighted below is our most current refunding experience for the City. In April 2012, we closed an $8.91 million Water Revenue Refunding Bonds financing issued by the Tustin Public Financing Authority. The bonds were issued to refund the City's outstanding 2003 Water Revenue Refunding Bonds on an advance refunding basis. We had been monitoring the movement of interest rates for quite some time and when rates reached a level to support a 5% Net Present Value target threshold, we recommended to the City to do an advance refunding to defease the outstanding 2003 Bonds. We also recommended structuring the Refunding Bonds without funding a debt service reserve fund. We took the lead on behalf of the City in preparing and distributing an underwriter RFP to conduct a negotiated sale in order to have the flexibility to time our market entry to maximize savings and assisted with the evaluation of all proposals and with the underwriter selection. We also took the lead in preparing the credit presentation for the financing and assisted the City secure an underlying credit rating from S&P of AA. The advance refunding resulted in approximately 9% Net Present Value Savings to the City. In the summer of 2013 we assisted the City with the issuance of special tax refunding bonds to refund in full and defease the outstanding 2004 bonds for CFD No. 04-1 (Tustin Legacy/John Laing Homes), We were able to secure a BBB+ rating from Standard & Poor's and achieved net present value savings of 9.9x/0 or approximately $974,000, with annual savings from $84,000 to $88,000. In 2015 we assisted the City refund outstanding Special Tax Bonds for CFD No. 06-1 and No. 07-1 in order to generate annual savings to the property owners starting in FY 2016/17 and fund additional facilities. We were able to secure a BBB+ rating from Standard & Poor's for CFD No. 06-1 since it contains 1,298 residential units. The CFD Bonds were sold in early December 2015, and due to significant demand from investors, we were able to recommend adjustments in the proposed yields to generate additional savings to the residents and greater funding for the additional facilities. In 2016 we assisted the City with two advance refundings: a combined advance refunding of two tax allocation bond issues totaling $55.94 million in par size to generate property tax savings to the City and the other taxing entities and an advance refunding of the City's Water Revenue Bonds, 2011 Series A in the amount of $21.52 million. We were able to secure an AA- rating on the Tax Allocation Refunding Bonds, Series 2016 and an AA rating on the 2016 Water Refunding Revenue Bonds. We were able to recommend pricing adjustments to enhance savings on both transactions and facilitated buying open market securities to provide higher yields on the securities used to fund the Escrow Fund. CITY OF SANTA ANA t i We were hired to evaluate whether the City could refund its outstanding 1994A Lease Revenue Bonds ("1994A Bonds") and the 1998 City Hall Expansion Certificates of Participation ("1998 COPS") in order to provide the City with budgetary savings. The 1994A Bonds were used to construct the City's Police Administration Building and Holding Facility. The 1994A Bonds were non -callable and matured in 2024, carried a coupon interest rate of 6.25% and 50% of the cash funded reserve fund initially funded from bond proceeds had been previously removed and replaced with a debt service reserve fund surety policy. The 1998 COPS were used to construct the expansion of FIELDMAN I ROLAPP Pnce 17 & ABOCIA'I ES Proposal for Municipal Advisory Services COPY OF COSTA MESA Novernber 16, 2016 COSTA MESS the Santa Ana City Hall. The 1998 COPS were callable at par and matured in 2028, carried an interest rate of 4.70% and did not have a debt service reserve fund. Based on the challenges presented by the 1994A Bonds and 1998 COPS, we focused on exploring a Private Placement refunding of the 1994A Bonds to legally defease them and economically defease the 1998 COPS in order to provide annual cash flow savings relief to the City's General Fund and to see if any encumbered assets could be removed as pledged assets. A Private Placement option was selected to reduce fixed costs, avoid funding a debt service reserve fund and eliminate the need to secure a bond rating and provide initial and continuing disclosure. FRA prepared a Private Placement solicitation on behalf of the City and evaluated all proposals received and negotiated all terms, reviewed all existing encumbered assets and worked closely with Bond Counsel to prepare the required legal documents. Additionally, we worked with City staff to prepare the City Council Report and presentation for City Council approval. The result of our efforts enabled the City to receive annual cash flow savings relief to the City's General Fund of over $250,000 per year through 2024 and free up several encumbered assets. FINANCIAL CAPACITY Our latest financial statement is provided in a separate envelope marked Confidential. Since this is proprietary information, we have marked each page Confidential. COST PROPOSAL Our completed Cost Proposal form is submitted with the Appendix B forms. DISCLOSURE FRA has no past or current business and personal relationships with any Costa Mesa elected official, appointed official, City employee, or family member of any current Costa Mesa elected official, appointed official, or City employee. SAMPLE AGREEMENT We have reviewed the sample Professional Services Agreement and have no requested exceptions or conditions. PROPOSAL ADDENDA We acknowledge receipt of all addenda to the Proposal. Signed addenda are attached in APPENDIX 6. s FIELDMAN I ROLAPP Pnca 18 Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 APPENDIX 1 All California Transactions January 1, 2013 to Present COSTA MESA FIELDMAN I ROLAPP APPENDIX 1 &AssoctKres Fieldman, Rolapp & Associates All California Transactions January 1, 2013 to Present AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING Poway Unified School District Community Facilities District No. 6 (4S $29,635,000 11/03/2016 Community Facilities District CFD Ranch) Special Tax Refunding Bonds, Series Successor Agency to the Brea Redevelopment Project C 2016 Tax Redevelopment Agency Allocation Refunding Bonds, Series A. 2016 (Tax -Exempt) Central Basin Municipal Water Refunding Revenue Bonds, Series 2016A City of South Pasadena 2016 Water Revenue Refunding Bonds $37,845,000 10/27/2016 Revenue Bonds RB Washington Unified School 2016 Refunding Certificates of Participation $7,295,000 10/27/2016 Certificates of Participation COP District County of Orange Community Facilities District No. 2016-1 $93,110,000 10/26/2016 Community Facilities District CFD (Village of Esencia) Series A of 2016 Special Tax Bonds City of San Juan Capistrano Lower Rosan Ranch Note Private Placement $3,155,550 10/21/2016 Tax Allocation TA Sweetwater Union High School Lease Revenue Refunding Bonds, Series 2016 District Public Financing (Federally Taxable) Authority Successor Agency to the Brea Redevelopment Project C, 2016 Tax Redevelopment Agency Allocation Refunding Bonds, Series B (Federally Taxable) Successor Agency to the Brea Redevelopment Project C 2016 Tax Redevelopment Agency Allocation Refunding Bonds, Series A. (Tax -Exempt) Central Basin Municipal Water Refunding Revenue Bonds, Series 2016A District Washington Unified School General Obligation Bonds, Election of 2012, District Series B Irvine Unified School District Bonds of School Facilities District No. 1 (General Obligation Bonds, 2016 Election, Series 2016A) $35,690,000 10/19/2016 Lease Revenue Bonds LRB $1,540,000 10/18/2016 Tax Allocation TA $10,425,000 10/18/2016 Tax Allocadon TA S7,240,000 10/13/2016 Revenue Bonds RB 510,035,000 10/13/2016 Crucial Obligation GO $95,000,000 10/11/2016 General Obligation GO Successor Agency to the Rancho Redevelopment Project Area Tax S56,860,000 10/05/2016 Tax Allocation TA Rancho Cucamonga Allocation Refunding Bonds, Series 2016 Redevelopment Agency Coachella Valley Unified School General Obligation Bonds, 2005 Election, $50,330,000 10/04/2016 General Obligation GO District Series 2016-F City of Rocklin (Rocklin Public 2016 Lease Revenue Bonds Financing Authortiy) FIELDMAN I ROLAPP &-ASSOC.IAU S 59,455,000 10/04/2016 Lease Revenue Bonds LRB Page l of 26 AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING San Jacinto Unified School Community Facilities District No. 2003-1 $4,545,000 09/29/2016 Community Facilities District CFD District Special Tax Bonds (Infrastructure Projects), Series 2016 Riverside County Sales Tax Revenue Refunding Bonds S76,140,000 09/28/2016 Revenue Bonds RB Transportation Commission (Limited Tax Bonds), 2016 Series A ..-......... Olivenhain Municipal Water Water System Refunding Revenue Bonds, 515,990,000 09/28/2016 Revenue Bonds RB District Series 2016A South Coast Water District Refunding Revenue Bonds, Series 2016A S13,325,000 09/27/2016 Revenue Bonds RB Rancho California Water Taxable Fixed Rate, Refunding Revenue $35,905,000 09/26/2016 Revenue Bonds RB District Financing Authority Bonds, Series- 2016C Rancho California Water Tax -Exempt Fixed Rate, Revenue Bonds, $30,635,000 09/26/2016 Revenue Bonds RB District Financing Authority Series 2016A Rancho California Water TaxExemptFixed Rate, Refunding Revenue 537,970,000 09/26/2016 Revenue Bonds RB District Financing Authority Bonds, Series 2016B El Dorado Irrigation District Refunding Revenue Bonds, Series 2016C $85,195,000 09/20/2016 Revenue Bonds RB Successor Agency to the Tustin Tax Allocation Refunding Bonds, Series 2016 $55,940,000 09/15/2016 Tax Allocation TA Community Redevelopment Agency Successor Agency to the Central Folsom Redevelopment Project Tax 534,925,000 09/14/2016 Tax Allocation TA Former Redevelopment Agency Allocation Refunding Bonds, Series 2016A of the City of Folsom (Tax Exempt) Successor Agency to the Central Folsom Redevelopment Project Tax 518,830,000 09/14/2016 Tax .illocution TA Former Redevelopment Agency Allocation Refunding Bonds, Series 2016B of the City of Folsom (Federally Taxable) Val Verde Unified School 2016 General Obligation Refunding Bonds, $21,395,000 09/08/2016 General Obligation GO District Series A (2018 Crossover Refunding) City of Irvine Community Facilities District No. 2013-3 $135,835,000 09/08/2016 Community Facilities District CFD (Great Park) Improvement Area No. 4, Special Tax Bonds, Series 2016 City of Tustin 2016 Water Refunding Revenue Bonds $21,515,000 09/08/2016 Revenue Bonds RB Val Verde Unified School General Obligation Bonds, 2012 Election, 519,200,000 09/08/2016 General Obligation GO District Series 2016C Lake Arrowhead Community Water and Wastewater Refunding Revenue $20,390,000 08/31/2016 Revenue Bonds RB Services District Bonds, Series 2016 City of Moreno Valley Community Facilities District No. 1 53,265,000 08/25/2016 Community Facilities District CFD (Improvement Area No. 1), Special Tax Bonds, Series 2016 HELDMAN I ROLAPP Page °r26 & ASSOCIATES AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING Mojave Water Agency Improvement District M, General Obligation $15,025,000 08/24/2016 General Obligation GO Bonds (Morongo Basin Pipeline Project) Election 1990, Refunding Series 2016 Long Beach Community General Obligation Bands 2016 Election, $9,000,000 08/23/2016 General Obligation GO College District 2016 Series A (Federally Taxable) Long Beach Community General. Obligation Bonds 2008 Election, S3,210,000 08/23/2016 General Obligation GO College District 2016 Series D (Federally Taxable) Long Beach Community General Obligation Bonds 2016 Election, $72,790,000 08/23/2016 General Obligation GO College District 2016 Series B Los Angeles Unified School 2016 General Obligation Refunding Bonds, 5500,855,000 08/18/2016 General Obligation GO District Series B (Dedicated Unlimited Ad Valorem Property Tax Bonds) City of Merced Community Facilities District No. 2003-1 $8,985,000 08/18/2016 Community Facilities District CFD (Bellevue Ranch East) 2016 Special Tax Refunding Bands City of Carlsbad Community 2016 Special Tax Refunding Bonds $13,015,000 08/17/2016 Community FacWties District CFD Facilities District No. 3 (improvement Area 2) Elk Grove Finance Authority Special Tax Revenue Bonds, Series 2016 $113,500,000 08/10/2016 Community Facilities District CFD Jumpa Community Services Community Facilities District No. 37 $3,980,000 08/09/2016 Community Facilities District CFD District (Eastvale Area) Improvement Area No. 2 Special Tax Bonds, 2016 Series A Jumps, Community Services Community Facilities District No. 37 S3,865,000 08/09/2016 Community Facilities District CFD District (Eastvale Area) Improvement Area No. 1 Special Tax Bonds, 2016 Series A __.......... ......... Successor Agency to the City of Tax Allocation Refunding Bonds, Series 2016 .—___.__—_ $22,660,000 08/03/0016 Tax Allocation TA Campbell Eastern Municipal Water Community Facilities District No. 2004-35 $1,825,000 07/28/2016 Community Facilities District CFD District (Mountain Gate) Improvement Area A, 2016 Special Tax Bonds Poway Unified School District Special Tax Revenue Refunding Bonds, $46,770,000 07/28/2016 Community Facilities District CFD Public Financing Authority Series 2016A California Health Facilities Refunding Revenue Bonds (Sutter Health), $748,610,000 07/27/2016 Revenue Bonds RB Pmancing Authority Series 2016B California Health Facilities Revenue Bonds (Sutter Health), Series 2016C S100,000,000 07/27/2016 Revenue Bonds RB Financing Authority City of Carlsbad Community Facilities District No. 3 2016 $8,290,000 07/26/2016 Community Facilities District CFD Special Tax Refunding Bonds (Improvement Area 1) FIELDMAN I ROLAPP Page 3 of 26 & ASSOCIATE'S AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING Riverside Unified School 2016 Special Tax Revenue Refunding Bonds 515,550,000 07/19/2016 Community Facilities District CFD District CFD No. 7 (Victoria Grove) 2016 General Obligation Bonds (Election of School District 2012) Series C-1 (Taxable) City of Laguna Beach Assessment District No. 2015-02 Nilligan $192,900 07/19/2016 1915 Act AD Community Facilities District No. 20041 Bridge) (Woodmoor) Special'f. Refunding Bonds, 2016 Series City of Santa Ana Assessment District No. 2015-01 (Warner $1,585,000 07/14/2016 1915 Act AD Industrial Community) Limited Obligation Improvement Bonds Ontario -Montclair School 2016 General Obligation Refunding Bonds, $4,280,000 07/14/2016 General Obligation GO District Series A Ontario -Montclair School 2016 General Obligation Refunding Bonds, $18,770,000 07/14/2016 General Obligation GO District Series B (2019 Crossover Refunding) Mission Viejo Community Lease Revenue Refunding Bonds, Series 2016 $13,150,000 07/14/2016 Lease Revenue Bonds LRB Development Financing Authority Campbell Joint Public Finance 2016 Refunding Lease Revenue Bonds $8,085,000 07/13/2016 Lease Revenue Bonds LRB Authority City of Laguna Beach Assessment District No. 13-6 (Summit) $440,100 07/13/2016 1915 Act AD El Dorado Irrigation District Refunding Revenue Bonds, Series 2016A 517,405,000 07/12/2016 Revenue Bonds RB El Dorado Irrigation District Revenue Certificates of Participation, Series $38,600,000 07/12/2016 Certificates of Participation COP 20'16B Eastern Municipal Water 2016 Limited Obligation Refunding Bonds, $3,642,402 07/07/2016 1915 Act AD District Assessment District No. 19-A, (Rancho Glenoaks Water System) Sweetwater Authority Water Revenue Bonds, Series 2016A San Dieg ito Union High 2016 General Obligaflon Bonds (Election of School District 2012) Series C-2 (Fax -Exempt) San Dieguito Union High 2016 General Obligation Bonds (Election of School District 2012) Series C-1 (Taxable) Central Coast Water Authority Refunding Revenue Bonds (State Water Project Regional Facilities), Series 2016A Elsinore Valley Municipal Community Facilities District No. 20041 Water District (Woodmoor) Special'f. Refunding Bonds, 2016 Series Chaco Basin Dcsalter Authority Desalter Revenue Refunding Bonds, Series 2016A FIELDMAN I ROLAPP & ASSOCIATES $16,755,000 07/07/2016 Revenue Bonds RB S61,205,000 06/28/2016 Gcneral Obligation GO 06/28/2016 $795,000 General Obligation GO $45,470,000 06/28/2016 Revenue Bonds RB $1,461.,000 06/22/2016 Community Facilities District CFD 567,105,000 06/22/2016 Revenue Bonds RB Page 4 of 26 AGENCY DESCRIPTION PARAMOUNT DATE OF SALE TYPE OF FINANCING County of Ventura (Ventura Lease Revenue Refunding Bonds, Series $40,880,000 06/22/2016 Lease Revenue Bonds LRB County Public Financing 2016A $39,680,000 05/12/2016 General Obligation GO Authority) Series 2016-E Elsinore Valley Municipal Community Facilities District No. 99-1 (La $2,673,000 06/22/2016 Community Facilities District CPD Water District Gonda) Special Tax Refunding Bonds, 2016 Series City of San Clemente Reassessment District No. 2016-1 Limited $9,615,000 06/20/2016 1915 Act AD District Obligation Refunding Bonds County of Ventura 2016-17 Tax and Revenue Anticipation $177,635,000 06/09/2016 Tax Revenue Anticipation Note TRA District Notes County of Riverside 2016-17 Tax and Revenue Anticipation Note $340,000,000 06/09/2016 Tax Revenue Anticipation Note TRA Jumpy Community Services Community Facilities District No. 43 S7,465,000 06/02/2016 Community Facilities District CFD District (Eastvale Area) Special Tax Bonds, 2016 537,416,966 05/04/2016 General Obligation GO District Series A City of San Diego Community Facilities District No. 4 (Black S16,435,000 06/01/2016 Community Facilities District CPD FIELDMAN I ROLAPP Mountain Ranch Villages) Special Tax Bonds rage s of 26 S Series 2016 Western Riverside Water and Local Agency Revenue Refunding Bonds, $39,435,000 05/26/2016 Community Facilities District CFD Wastewater Financing 2016 Series A Authority (Eastern Municipal Water District) Rosemead School District 2016 General Obligation Refunding Bonds $12,800,000 05/25/2016 General Obligation GO South Orange County Public Central Utility Facility Lease Revenue Bonds, S56,565,000 05/24/2016 Lease Revenue Bonds LRB Financing Authority Series 2016 Coachella Valley Unified School General Obligation Bonds, 2005 Election, $39,680,000 05/12/2016 General Obligation GO District Series 2016-E Poway Unified School District Community Facilities District No. 6 (4S S10,120,000 05/10/2016 Community Facilities District CFD Ranch) Improvement Area C, Special Tax Refunding Bonds, Series 2016 Pasadena Unified School 2016 General Obligation Refunding Bonds, $78,470,000 05/10/2016 General Obligation GO District Series B (2019 Crossover) Pasadena Unified School 2016 General Obligation Refunding Bonds, S11,025,000 05/10/2016 General Obligation GO District Series A Pasadena Unified School 2008 Election General Obligation Bonds, 5100,000,000 05/10/2016 General Obligation CO District Series 2016 Temecula Valley Unified School General Obligation Bonds, 2012 Election, 537,416,966 05/04/2016 General Obligation GO District Series 2016-B FIELDMAN I ROLAPP rage s of 26 S ASSOCIATES AGENCY DESCRIPTION Buena Park School District General Obligation Bond Anticipation Notes, Election of 2014, Series 2016 PAR AMOUNT DATE OF SALE TYPE OF FINANCING $4,165,000 04/27/2016 Bond Anticipation Note BAN Riverside Unified School 2016 General Obligation Refunding Bonds $53,365,000 04/26/2016 General Obligation GO District (Federally Taxable) Carpinteria Valley Water Refunding Revenue Bonds, Series 2016A 58,765,000 04/13/2016 Revenue Bonds RB District Upper Santa Clara Valley Joint Revenue Bonds, Series 2016A $56,395,000 04/12/2016 Revenue Bonds RB Powers Authority (Castwc Lake Water Agency) City of Laguna Beach Underground Utility Assessment District No. 09-1 Limited Obligation Improvement Bonds $5,345,000 04/06/2016 1915 Act AD City and County of San General Obligation Bonds (Earthquake $109,595,000 04/05/2016 General Obligation GO Francisco Safety and Emergency Response Bonds, Indio Public Financing 2014), Series 2016D $14,150,000 03/29/2016 _ Lease Revenue Bonds LRB City and County of San General Obligation Bonds (Earthquake $25,215,000 04/05/2016 General Obligation GO Francisco Safety and Emergency Response Bonds, $5,580,000 03/29/2016 Lease Revenue Bonds LRB Authority 2010) Series 2016C City and County of San General Obligation Bonds Rd Repaving (oa $44,145,000 04/05/2016 General Obligation GO Francisco and Street Safety Bonds, 2011) Series 2016E Nevada Irrigation District Joint (Nevada and Placer Counties, California) $20,210,000 04/05/2016 Revenue Bonds RB Powers Authority Revenue Bonds, Series 2016A Poway Unified School District Community Facilities District No. 15 (Del $15,000,000 03/29/2016 Community Facilities District CFD Sur East) Improvement Area C, 2016 Special Tax Bonds Desert Sands Unified School 2016 General Obligation Refunding Bonds $21,940,000 03/29/2016 General Obligation GO District Indio Public Financing Lease Revenue Refundm Bonds, Series g $14,150,000 03/29/2016 _ Lease Revenue Bonds LRB Authority 2016A Indio Public Financutg Lease Revenue Refunding Bonds, Series $5,580,000 03/29/2016 Lease Revenue Bonds LRB Authority 2016B (Taxable) California Ilealth Facilities RefundingRevenue Bonds utile Salter �' $76,975,000 03/17/2016 Revenue Bonds RB Financing Authority Financing ty Packard Children's Hospital at Stanford), Series 2016 A California Health Facilities Revenue Bonds(Lucile Salter Packard 00 Financia Authority 5100,000,0 03/16/2016 Revenue Bonds RB Financing ty Children's Hospital at Stanford), Series 2016 B Elsinore Valley Municipal Refunding Water Revenue Bonds, Series $71,660,000 03/15/2016 Revenue Bonds RB Water District Financing 2016A Authority FTELDMAN I ROLAPP rage 6 of 26 &aASSOC1ATES AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING Sweetwater Union High School 2016 General Obligation Refunding Bonds $168,710,000 03/09/2016 General Obligation GO District Water Revenue Refunding Bonds, Series $19,940,000 01/28/2016 Revenue Bonds RB Sweetwater Union High School General Obligation Bonds Election of 2006, $97,000,000 03/09/2016 General Obligation GO District Series 2016B. S8,880,000 01/27/2016 General Obligation GO Irvine Unified School District Community Facilities District No. 09-1 541,495,000 03/08/2016 Community Facilities District CFD Adjustable Rate Special Tax Bonds, Series Placentia-Yorba Linda Unified 2016A S77,725,000 01/13/2016 Certificates of Participation COP Cucamonga School District Community Facilities District 97-1 2016 54,780,000 03/01/2016 Community Facilities District CFD Special Tax Bands Successor Agency to the Tax Allocation Refunding Bonds, Series $13,925,000 02/23/2016 Tax Allocation TA Redevelopment Agency of the 2016A City of Redlands Successor Agency to the Taxable Tax Allocation Refunding Bonds, S-=685,000 02 /-3/_016 Tax Allocation TA Redevelopment Agency of the Series 2016B City of Redlands Riverside Unified School 2016 Lease/Purchase 53,673,026 02/11/2016 Certificates of Participation COP District Cucamonga Valley Water Water Revenue Refunding Bonds, Series $19,940,000 01/28/2016 Revenue Bonds RB District Financing Authority 2016 Mojave Unified School District 2016 General Obligation Refunding Bonds S8,880,000 01/27/2016 General Obligation GO District of School Facilities Improvement District No. 1 Placentia-Yorba Linda Unified Certificates of Participation (Refunding S77,725,000 01/13/2016 Certificates of Participation COP School District Project) 2016 Series A Desert Community College 2016 General Obligation Refunding Bands $158,130,000 01/13/2016 General Obligation GO District California Health Facilities Refunding Revenue Bonds (Sutter Health), S475,445,000 01/13/2016 Revenue Bonds RB Financing Authority Series 2016A Eastern Municipal Water Community Facilities District No. 2005-43 5945,000 01/12/2016 Community Facilities District CFD District (Kona Road/Hohday) Improvement Area B, 2016 Special Tax Bonds City of Seal Beach Community Facilities District No. 2005-01 $8,450,000 01/06/2016 Community Facilities District CFD (Pacific Gateway Business Center) 2016 Special Tax Refunding Bonds Successor Agency to the 2015 Tax Allocation Refunding Bonds, Series 514,428,000 12/14/2015 Tax Allocation TA Thousand Oaks B (Taxable) Redevelopment Agency Successor Agency to the 2015 Tax Allocation Refunding Bonds, Series 525,562,000 12/14/2015 Tax Allocation TA Thousand Oaks A (TaxExempt) Redevelopment Agency FIELDMAN I ROLAPP Page of 26 &ASSOCLATES AGENCY DESCRIPTION PARAMOUNT DATE OP SALE TYPE OF FINANCING Eastern Municipal Water Community Facilities District No. 2003-20 $951,821 12/10/2015 Community Facilities District CFD District (Corman Leigh Communities), Improvement Area C 2015 Special Tax Refunding Bonds City of Arvin Arvin Public Financing Authority Jewett $4,995,000 12/09/2015 Lease Square Financing City of Tustin Community Facilities District No. 07-1 $13,155,000 12/02/2015 Community Facilities District CFD (Tustin Legacy/Retail Center) Special Tax Refunding Bonds, Series 2015A City of Tustin CommunityFacilities District No. 07-1 $1,500,000 12/02/2015 Community Facilities District CFD (Tustin Legacy/Retail Center) Special Tax Bonds, Series 2015B Moreno Valley Public Lease Revenue Bonds, Series 2015 (Taxable) $10,430,000 11/24/2015 Lease Revenue Bonds LRB Financing Authority City of Tustin CommunityFacilities District No. 061 $49,740,000 11/19/2015 Community Facilities District CFD (Tustin Legacy/Columbus Villages) Special Tax Refunding Bonds, Series 2015A City of Tustin Community Facilities District No. 06-1 $2,735,000 11/19/2015 Community Facilities District CFD (Tustin Legacy/Columbus Villages) Special 'Tax Bonds, Series 2015B City of San Clemente .-_- Community Facilities District No. 2006-1 $55,490,000 11/18/2015 Community Facilities District CFD (Marblehead Coastal) 2015 Special Tax Bands City of AdelanCo Improvement Area No. 2 of Community $2,480,000 11/12/2015 Community Facilities District CFD Facilities District No. 2006-2 (Manaanna and Espinosa) 2015 SpectalTax Bonds, Series B (Taxable) City ofAdelanto improvement Area No. 1 of Community $3,575,000 11/12/2015 Community Facilities District CFD Facilities District No. 2006-2 (Manzanita and Espinosa) 2015 Special Tax Bonds (Taxable) City of Adelanto Improvement Area No. 2 of Community 53,715,000 11/12/2015 Community Facilities District CFD Facilities District No. 2006-2 (Manzanita and Espinosa) 2015 Special Tax Bonds, Series A (Tax Exempt) City of Fillmore Community Each District No. 5 $17,155,000 11/10/2015 Community Facilities District CFD improvement Atea A (Heritage Valley Parks) Special Tax Bonds, 2015 Series California Health Facilities Refunding Revenue Bands (Cedars Sinai $370,220,000 11/05/2015 Revenue Bonds RB Financing Authority Medical Center) Series 2015 1'ruitvale School District 2015 General Obligation Refunding Bonds S12,290,000 10/29/2015 General Obligation GO FIELDMAN I ROLAPP Page s of 26 & ASSOCIATES AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING Successor Agency to the 2015B Tax Allocation Refunding Bonds $5,005,000 10/29/2015 Tax Allocation TA Community Redevelopment (Taxable) Agency of the City of Union Lease Revenue Refunding Bonds, Series $72,825,000 10/20/2015 Lease Revenue Bonds LRB City 2015A, (Capital Improvement Projects Successor Agency to the 2015A Tax Allocation Refunding Bonds $72,135,000 10/29/2015 Tax Allocation TA Community Redevelopment (fax -Exempt) $8,135,000 10/15/2015 General Obligation GO Agency of the City of Union (Bank Qualified) City General Obligation Bonds, Election of 2014, $42,500,000 10/14/2015 General Obligation GO City of Irvine Reassessment District No. 04-20 (Group 5) S21,485,000 10/27/2015 1915 Act AD City of Irvine Assessment District No. 13-25 (Series A) $34,430,000 10/27/2015 1915 Act AD California Health Facilities Refunding Revenue Bonds (Sutter Health), $189,165,000 10/21/2015 Revenue Bonds RB Financing Authority Series 2015A City of Tustin Community Facilities District No. 2014-1 $27,665,000 10/21/2015 Community Facilities District CFD (Tustin Legacy/Standard Pacific) Special Tax Bonds, Series 2015A Riverside County Infrastructure Lease Revenue Refunding Bonds, Series $72,825,000 10/20/2015 Lease Revenue Bonds LRB Financing Authority 2015A, (Capital Improvement Projects Refunding) Standard School District 2015 General Obligation Refunding Bonds $8,135,000 10/15/2015 General Obligation GO (Bank Qualified) Fullerton Joint Union I ligh General Obligation Bonds, Election of 2014, $42,500,000 10/14/2015 General Obligation GO School District Series A (2015) Comity of Orange Community Facilities District No. 2015-1 $90,845,000 10/08/2015 Community Facilities District CFD (Village of Esencia) Series A of 2015 Special Ti. Bonds California Health Facilities Insured Revenue Bonds (California -Nevada $32,920,000 10/01/2015 Revenue Bonds RB Financing Authority Methodist Homes), Series 2015 County of Madera Property Lease City of Marina Preston Park Private Placement $13,940,320 09/30/2015 Lease $35,350,000 09/16/2015 Housing Mortgage Revenue HMR Encinitas Public Financing 2015 Lease Revenue Refunding Bonds Series 515,645,000 09/03/2015 Lease Revenue Bonds LRB Authority A (library Project) City of Los Alamitos 2015 Certificates of Participation (Batik $3,685,000 09/01/2015 Certificates of Participation COP Qualified) -------------- Coachella _— - —___Coachella Valley Unified School 2015 General Obligation Refunding Bonds S11,550,000 08/26/2015 General Obligation GO District Coachella Valley Unified School General Obligation Bonds, 2012 Election, District Series B (Federally Taxable) FIELDMAN I ROLAPP ® &ASSOCIATES $5,865,000 08/26/2015 General Obligation GO Page 9 of 26 AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING Folsom Ranch Financing Special Tax Revenue Bonds Series 2015A 56,675,000 08/20/2015 Community Facilities District CFD Authority Mojave Unified School District General Obligation Bonds of School $8,040,000 08/18/2015 General Obligation GO Facilities Improvement District No. 1,. Election of 2014, Series 2015 California Educational Facilities Revenue Bonds (Santa Clara University), 5702,230,000 08/13/2015 Revenue Bonds RB Authority Series 2015 Fullerton Joint Union High Certificates of Participation (2015 $20,525,000 08/13/2015 Certificates of Participation COP School District Refinancing Project) Oakland Redevelopment Subordinated Tax Allocation Refunding $66,675,000 08/11/2015 Tax Allocation TA Successor Agency Bonds, Series 2015-T (Federally Taxable) Oakland Redevelopment Subordinated Tax Allocation Refunding $22,510,000 08/11/2015 Tax Allocation TA Successor Agency Bonds, Series 2015 -TE (Tax Exempt) ..------ _—_— _ City of Indio .__ _.._____.__..__--__.-____— Community Facilities District No. 2004-3 $15,530,000 08/04/2015 ------ 1984 Act AD (Terra Lag,), Special Tax Refunding Bonds, Series 2015, (Improvement Area No. 1) Olivenhain Municipal Water Water System Refunding Revenue Bonds, $23,455,000 08/04/2015 Revenue Bonds RB District Series 2015A City of Brea 2015 Capital Lease Private Placement $1,952,104 07/31/2015 Lease City of Irvine Limited Obligation Improvement Bonds 547,360,000 07/30/2015 1915 Act AD Reassessment District No. 15-1 Rancho California Water 2015 Special Tax Revenue Refunding Bonds 58,145,000 07/30/2015 Community Facilities District CFD District Financing Authority Rancho Cucamonga Public Special Tax Revenue Refunding Bonds, .518,546,000 07/30/2015 Community Facilities District CFD Finance Authority Series 2015 Eastern Municipal Water Assessment District No. 20, Limited 44,995,000 07/29/2015 1984 Act AD District Obligation Refunding Bonds City of Azusa Water System Refunding Revenue Bonds, $47,740,000 07/23/2015 Revenue Bonds RB Series 2015 County of Riverside Community Facilities. District No. 07-2 S25,170,000 07/22/2015 Community Facilities District CFD (Clinton Keith), Special Tax Bands, Series 2015 City of Irvine Limited Obligation Improvement Bonds 550,625,000 07/22/2015 1915 Act AD Reassessment District No. 15-2 Del Mar Race Track Authority Revenue Bonds, Series 2015 S44,435,000 07/22/2015 Revenue Bonds RB FIELDMAN I ROLAPP rase 70 °faa & ASSOCIATES AGENCY DESCRIPTION Poway Unified School District Special Tax Revenue Refunding Bonds, Public Financing Authority Series 2015C Bakersfield City School District 2006 Election General Obligation Qualified School Construction Bonds, 2015 Series E (Federally Taxable) PAR AMOUNT DATE OF SALE TYPE OF FINANCING S14,405,000 07/15/2015 Community Facilities District CFD $12,770,000 07/15/2015 General Obligation GO Bakersfield City School District 2006 Election General Obligation Bonds, 5750,000 07/15/2015 General Obligation GO 2015 Series F (Federally Taxable) Elk Grove Finance Authority Special Tax Revenue Bonds, Series 2015 $90,630,000 07/14/2015 Community Facilities District CFD City of Bakersfield Wastewater Revenue Refunding Bonds, $145,500,000 07/08/2015 Revenue Bonds RB Series 2015A Desert Sands Unified School 2015 General Obligation Refunding Bonds 584,640,000 07/08/2015 General Obligation GO District Desert Sands Unified School General Obligation Bonds, Election of 2014, $75,000,000 07/08/2015 General Obligation GO District Series 2015 Los Banos Unified School 2015 Certificates of Participation (Capital $18,125,000 07/08/2015 Certificates of Participation COP District Facilities Project) Chula Vista Municipal Revenue Refunding Bonds, Series 2015B $43,695,000 07/01/2015 Community Facilities District CFD Financing Authority Chula Vista Municipal Special Tax Revenue Refunding Bonds, 530,460,000 07/01/2015 Community Facilities District CFD Financing Authority Series 2015A Successor Agency to the Tax Allocation Revenue Refunding Bonds 520,640,000 07/01/2015 Tax Allocation TA Redevelopment Agency of the (Merged Project Area) 2015 Series A City of Rialto (TaxExempt) Successor Agency to the Tax Allocation Revenue Refunding Bonds 515,290,000 07/01/2015 Tax Allocation TA Redevelopment Agency of the (Merged Project Area) 2015 Series B City of Rialto (Taxable) Successor Agency to the Tax Allocation Housing Revenue Refunding 58,205,000 07/01/2015 Tax Allocation TA Redevelopment Agency Of the Bonds (Merged Project Area) 2015 Series C City of Rialto (Taxable) Marina Coast Water District 2015 Senior Lien Enterprise Revenue $1,115,000 06/30/2015 Revenue Bonds RB Refunding Bonds, Federally Taxable Series B Marina Coast Water District 2015 Senior Lien Enterprise Revenue 529,840,000 06/30/2015 Revenue Bonds RB Refunding Bonds, Tax -Exempt Series A California Health Facilities Revenue Bonds (Stanford Health Care), 2015 575,000,000 06/26/2015 ..............— Revenue Bonds RB Financing Authority Series B, Private Placement California Health Facilities Revenue Bonds (Stanford Health Care), 2015 S100,000,000 06/26/2015 Revenue Bonds RB Financing Authority Series A FIELDMAN I ROLAPP Page 77 °fze & ASSOCIATES AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING Desert Sands Unified School 2015 Refunding Certificates of Participation $25,340,000 06/24/2015 Certificates of Participation COP District Notes Moreno Valley Unified School Community Facilities District No. 2004-4 33,855,000 06/18/2015 Community Facilities District CPD District 2015 Special Tax Bonds Successor Agency to the San Taxable Tax Allocation Refunding Bonds, $139,285,000 06/16/2015 Tax Allocation TA Marcos Redevelopment Agency Series 2015B Successor Agency to the San Tax Allocation Refunding Bonds, Series $84,710,000 06/16/2015 Tax Alllocation TA Marcos Redevelopment Agency 201.5A City of Irvine Community Facilities District No. 2004-1 $8,055,000 06/11/2015 Community Facilities District CFD (Central Park) 2015 Special Tax Bonds, Series B (Taxable) Vallecitos Water District Riverside County Flood Control and Water Conservation District Water and Wastewater Enterprise 2015 Refunding Revenue Bonds Zone 4 2015 Negotiable Promissory Notes City of Irvme Community Facilities District No. 2004-1 (Central Park) 2015 Special Tax Bonds, Series A (Fax Exempt) Arvin Union School District General Obligation Bonds, 2014 Election, Series 2015A Arvin Union School District General Obligation Refunding Bonds, Series 2015A City of Bakersfield Limited Obligation Refunding Bonds, Reassessment District No. 15-1, (Consolidated Reassessment District) Series 2015B (Federally Taxable) City of Bakersfield Limited Obligation Refunding Bonds, Reassessment District No. 1.5-1, (Consolidated Reassessment District) Series 2015A $45,315,000 06/11/2015 Revenue Bonds RB $21,000,000 06/11/2015 Other $10,455,000 06/11/2015 Community Facilities District CFD $3,115,000 06/10/2015 General Obligation GO $3,860,000 06/10/2015 General Obligation GO $1,680,000 06/10/2015 1984Act AD 311,600,000 06/10/2015 1984Act AD Orange County Fite Authority 2015-16 Tax and Revenue Anticipation $36,260,000 06/09/2015 Tax Revenue Anticipation Note TRA Notes Conn of Riverside 201516 Td RAnticipation - ax anRevenue n patron Note $250,000,000 06/09/2015 Tax Revenue Anticipation Note TRA Riverside Unified School Certificates of Participation (2015 School $10,000,000 06/08/2015 Certificates of Participation COP District Facilities Project) .__... County of Ventura _.__...__...._.. _ 2015-16 Tax and Revenue Anticipation — $140,585,000 _-....._._ 06/04/2015 Tax Revenue Anticipation Note TRA Notes FIELDMAN I ROLAPP rage ra of 26 & ASSOCIATES AGENCY DESCRIPTION PARAMOUNT DATE OF SALE TYPE OF FINANCING Jumpy Public Financing Special Tax Revenue Bonds, 2015 Series A $45,685,000 06/04/2015 Community Facilities District CFD Authority Jumps Public Financing Revenue Bonds, 2015 Series B (Subordinate $19,090,000 06/04/2015 Community Facilities District CFD Authority Lien Bonds) Riverside Unified School 2015 General Obligation Refunding Bonds $48,810,000 06/03/2015 General Obligation GO District Eastern Municipal Water Community Facilities District No. 2005-44 $1,325,000 06/02/2015 Community Facilities District CFD District (Vista Del Valle/Calder Ranch) 2015 Special Tax Bonds Placentia-Yorba Linda Unified 2015 General Obligation Refunding Bonds $64,475,000 05/28/2015 General Obligation GO School District Los Banos Unified School General Obligation Bonds, Election of 2008, $9,998,714 05/28/2015 General Obligation GO District Series 2015B Los Banos Unified School 2015 General Obligation Refunding Bonds $29,790,000 05/28/2015 General Obligation GO District City of San Diego Community Facilities District No. 2 $3,380,000 05/20/2015 Community Facilities District CPD (Sanoduz) Improvement Area No. 3 Special Tax Refunding Bonds Series 2015 City of San Diego CommunityFacilities District No. 2 $6,215,000 05/20/2015 Community Facilities District CFD (Santaluz) Improvement Area No. 4 Special Tax Refunding Bonds Series 2015 Indio Water Authority Water Revenue Refunding Bonds-, Series $51,065,000 05/20/2015 Revenue Bonds RB 2015A Indio Water Authority Water Revenue Refunding Bonds, Series $9,150,000 05/20/2015 Revenue Bonds RB 2015E ('Taxable) Riverside County Public Lease Revenue Bonds (Capital Facilities $325,000,000 05/19/2015 Lease Revenue Bonds LRB Finance Authority Project) Series 2015 Poway Unified School District Special Tax Revenue Refunding Bonds, $63,145,000 05/13/2015 Community Facilidcs District CFD Public Financing Authority Series 2015B Merced Irrigation District Electric System Rebinding Revenue Bonds, $59,010,000 05/06/2015 Revenue Bonds RB Series 2015A Jurupa Community Services Community Pacilides District No. 26 $4,810,000 04/28/2015 Community Facilities District CFD District (Eastvale) Special Tax Bonds, 2015 Series A Grossmont Healthcare District 2015 Gencral Obligation Refunding Bonds, $200,490,000 04/28/2015 General Obligation GO Series D Crossmont Healthcare District General Obligation Bonds, 2006 Election, S24,510,000 04/28/2015 General Obligation GO 2015 Series C FIELDMAN I ROLAPP Page 13 °f2a &ASSOCIATIS AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING City of Monterey Special Tax Revenue Bonds, Series 2015 p $45,000,000 04/24/2015 Community Facilities District CFD California Health Facilities Revenue Bonds (El Camino Hospital), Series $160,455,000 04/23/2015 Revenue Bonds RB Financing Authority 2015A City of Marina 2015 General Obligation Refunding Bonds $7,640,000 04/16/2015 General Obligation GO Moreno Valley Unified School Elecrion of 2014 General Obligation Bonds, $103,000,000 04/15/2015 General Obligation GO District Series A Upper Santa Clara Valley Joint Revenue Bonds, Series 2015A $64,000,000 04/15/2015 Revenue Bonds RB Powers Authority (Castaic Lake Water Agency) ._...___--._—_._ San Dieguito Union High .____.__— 2015 General Obligation Bonds (Election of ...... _ 57,010,000 ... _-.__-._. 04/15/2015 General Obligation GO School District 2012) Series B-1 (Taxable) San Diegu ito Union High 2015 General Obligation Bonds (Election of $110,030,000 04/15/2015 General Obligation GO School District 2012) Series B-2 (Pax Exempt) Panama -Buena Vista Union 2012 Election General Obligation Bonds, $3,380,000 04/09/2015 General Obligation GO School District 2015 Series T-1 Eastern Municipal Water CFD No. 2006-56 (Rancho Diamante) 2015 $4,955,000 04/09/2015 Community Facilities District CFD District Special Tax Bonds Pmama-Buena Vista Union 2012 Election General Obligation Bonds, $28,110,000 04/09/2015 General Obligation GO School District 2015 Series B Desert Community College 2015 General Obligation Refunding Bonds $38,690,000 04/08/2015 General Obligation GO District City of Laguna Beach Limited Obligation Bonds, Series 2015 $648,000 04/07/2015 1915 Act AD Assessment District No. 13-1 Panama Buena Vista Union Refunding Certificates of Participation (2006 $26,920,000 04/01/2015 Certificates of Participation COP School District School Construction Project), Series 2015 Moreno Valley Unified School Community Facilities District No. 2007-1 $5,195,000 03/31/2015 Community Facilities District CFD District 2015 Special Tax Bonds Poway Unified School District Special'Iax Revenue Refunding Bonds, 589,405,000 03/26/2015 Community Facilities District CFD Public Financing Authoriry Series 2015A City of Los Angeles Solid Waste Resources Refunding Revenue $76,670,000 03/24/2015 Revenue Bonds RB Bonds, Series 2015-A California Health Facilities Insured Revenue Bonds (Northern California $63,210,000 03/24/2015 Revenue Bonds RB Financing Authority Presbyterian Homes and Services, Inc.), Series 2015 California Health Facilities Insured Refunding Revenue Bonds (Marshall $26,895,000 03/19/2015 Revenue Bonds RB Financing Authority Medical Center), Series 2015 FIELDMAN I ROLAPP nage of 26 & ASSOCIATES AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING City of Concord 2015 Lease Revenue Financing Private $22,635,000 03/10/2015 Lease Revenue Bonds LRB Bakersfield City School District Placement $25,930,000 02/05/2015 General Obligation GO City of Orange Community Facilities District No. 06-1 (Del S23,920,000 02/24/2015 Community Facilities District CPD Eastern Municipal Water Rio Public Improvements) 2015 Special Tax $11,320,000 02/03/2015 Community Facilities District CFD District Refunding Bonds Irvine Unified School. District Community Facilities District No. 01-1 $88,170,000 02/19/2015 Community Facilities District CFD County of Yuba (South Irvine Communities) Special Tax $2,115,000 02/03/2015 Community Facilities District CFD Refunding Bonds, Series 2015 Successor Agency to the 2015 Tax Allocation Refunding Bonds $127,790,000 02/18/2015 Tax Allocation TA Former Milpitas (Redevelopment Project Area No. 1) $11,965,000 01/30/2015 Revenue Bonds RB Redevelopment Agency Glen Manor for Senior Citizens), Series 2015 Val Verde Unified School General Obligation Bonds 2012 Election, $38,949,540 02/18/2015 General Obligation GO District Series 2015B Western Riverside Water and Local Agency Revenue Refunding Bonds, $19,976,000 02/13/2015 Revenue Bonds RB Wastewater Financing 2015 Series A Authority (Eastern Municipal Water District) Yucaipa Valley Water District Water System Refunding Revenue Bonds, $30,810,000 02/12/2015 Revenue Bonds RB Series 2015A Val Verde Unified School Special Tax Revenue Bonds, Series 2015 p $ 22,850,000 02/12/2015 Community Facilities District CFD District Financing Authority Bakersfield City School District General Obligation Refunding Bonds, 2015 $25,930,000 02/05/2015 General Obligation GO Series A Eastern Municipal Water CFD No. 2001-01 (French Valley) $11,320,000 02/03/2015 Community Facilities District CFD District Improvement Area A 2015 Special. Tax Refunding Bonds County of Yuba Community Facilities District No. 2005-1 $2,115,000 02/03/2015 Community Facilities District CFD (Improvement Area A — The Orchard), 2015 Special Tax Bonds California IIealth Facilities Insured Refunding Revenue Bonds (Lincoln $11,965,000 01/30/2015 Revenue Bonds RB Financing Authority Glen Manor for Senior Citizens), Series 2015 Temecula Valley Unified School 2015 Special Tax Revenue Bonds $55,340,000 01/29/2015 Community Facilites District CFD District Financing Authority Val Verde Unified School Certificates of Participation (Refunding and $30,090,000 01/21/2015 Certificates of Participation COP District 2015 Combined Projects), 2015 Series A IIernet Unified School District 2015 Special Tax Revenue Bonds $26,955,000 01/21/2015 Community Facilities District CFD Financing Authority Riverside Unified School 2015 Special Tax Revenue Refunding Bonds S40,980,000 01/15/2015 Community Facilities District CFD District Financing Authority FIELDMAN I ROLAPP nage 75 of 26 &ASSOCIATE'S AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING Washington Unified School 2015 General Obligation Bond Anticipation $6,195,000 01/07/2015 Bond Anticipation Note BAN District Notes (Bank Qualified) City of Laguna Beach Limited Obligation Refunding Bonds, Series $1,833,638 01/05/2015 1915 Act AD District 2015 Reassessment District No. 14-3R Adelanto Public Utility Fixed Rate Revenue Bonds, 2014 Series t1 $14,130,000 12/17/2014 Revenue Bonds RB Authority ty (Utility System Project) California Educational Facilities Refunding Revenue Bonds (University of $31,595,000 12/10/2014 Revenue Bonds RB Authority Redlands), 2014 Series A S13,695,000 12/03/2014 Revenue Bonds RB San Jacinto Unified School General Obligation Refunding Bonds, Series $40,235,000 12/09/2014 General Obligation GO District 2014 Jurupa Community Services Community Facilities District No. 42 Special $2,115,000 12/09/2014 Community Facilities District CFD District Tax Bonds, 2014 Series A County of Yuba Community Facilities District No. 2005-1 53,000,000 12/04/2014 Community facilities District CFD (Improvement Area C — Countryside at Montrose), 2014 Special Tax Bonds Fountain Valley Public Revenue Bonds, Series 2014A S13,695,000 12/03/2014 Revenue Bonds RB Financing Authority County of Riverside Community Facilities District No. 03-1 $14,390,000 11/20/2014 Community Facilities District CFD (Newport Road), Special Tax Refunding Bonds, Series 2014 Successor Agency to the Orange Merged and Amended Orange Redevelopment Agency Redevelopment Project Area 2014 Tax Allocation Refunding Bonds, Series A Madera County Public 2014 Lease Agreement Financing Authority 528,850,000 11/11/2014 Tax Allocation TA $10,340,000 11/07/2014 Lease City of San Juan Capistrano Water Revenue Reflnding Bonds, Series $19,922,771 11/07/2014 Revenue Bonds RB 2014A (Private Placement Refunding of 2002 and 2004 Water Revenue Certificates of Participation) San Juan Basin Authority Lease Revenue Bonds (Groundwater Recovery Project) Issue of 2014 Encinitas Public Financing 2014 Lease Revenue Bonds (Pacific View Authority Property and Moonlight Beach Lifeguard 'Power), Series B Bonds (Taxable) Encinitas Public Financing 2014 Lease Revenue Bonds (Pacific View Authority Property and Moonlight Beach Lifeguard Tower), Series A Bonds (Tax -Exempt) Irvine Unified School District Community facilities District No, 09-1 Adjustable Rate Special Tax Bonds, Series 2014C $20,361,090 11/06/2014 Lease Revenue Bonds LRB $10,365,000 11/04/2014 Lease Revenue Bonds LRB $3,095,000 11/04/2014 Lease Revenue Bonds LRB $100,825,000 10/21/2014 Community Facilities District CFD HELDMAN I ROLAPP Page 16 of 26 &ASSOCIATES AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING Irvine Unified School District Community Facilities District No. 09-1 S100,965,000 10/21/2014 Community Facilities District CPD Community Facilities District No. 2004-6 $26,220,000 08/15/2014 Community Facilities District CPD Adjustable Rate Special Tax Bonds, Series 2014 Refunding Special Tax Bonds (Private Placement) 2014B San Marcos Public Financing Special Tax Revenue Refunding Bonds, $32,395,000 10/01/2014 Marks Roos Authority Series 2014A Successor Agency of the Tax Allocation Refunding Bonds, Series 2014 $37,550,000 10/01/2014 Tax Allocation TA Redevelopment Agency of the City of Concord Buena Park School District General Obligation Bonds, Election of 2014, $1,830,000 09/25/2014 General Obligation GO Series 2014B Buena Park School District General Obligation Bonds, Election of 2014, $19,240,000 09/25/2014 General Obligation GO Series 2014A Successor Agency to the Tax Allocation Revenue Refunding Bonds, S46,140,000 09/18/2014 Tax Allocation TA Redevelopment Agency of the Series 2014A (Merged Redevelopment City of Cathedral City Project Area) Successor Agency to the Taxable Tax Allocation Housing Revenue 511,985,000 09/18/2014 Tax Alldcation TA Redevelopment Agency of the Refunding Bonds, Series 2014C Nerged City of Cathedral City Redevelopment Project Area) Successor Agency to the Tax Allocation Housing Revenue Refunding $15,630,000 09/18/2014 Tax Allocation TA Redevelopment Agency of the Bonds, Series 2014B (Merged City of Cathedral City Redevelopment Project Area) San Dieguito Water District Water Reverme Refunding Bonds, Series tg $5,870,000 09/18/2014 Revenue Bonds RB 2014 (Bank Qualified) Temecula Valley Unified School Community Facilities District No. 2011-1, $4,355,000 08/27/2014 Community Facilities District CFD District 2014 Special Tax Bonds Perris Elementary School General Obligation Bonds Election of 2014, $12,340,000 08/27/2014 General Obligation GO District Series 2014A. Coachella Valley Unified School 2014 Refundhrg Certificates of Participation S21,915,000 08/21/2014 Certificates of Participation COP District Successor Agency to the Tax Allocation Revenue Refunding Bonds $16,515,000 08/21/2014 Tax Allocation TA Redevelopment Agency of the (Merged Project Area) 2014 Series A City of Rialto Moreno Valley Unified School Community Facilities District No. 2004-6 $26,220,000 08/15/2014 Community Facilities District CPD District 2014 Refunding Special Tax Bonds (Private Placement) Moreno Valley Unified School Community Facilities District No. 2004-2 District 2014 Refunding Special Tax Bonds (Private Placement) Merced Irrigation District Water and ,Hydroelectric System Refunding Bonds, Series 2014B (Taxable) $5,225,000 08/15/2014 Community Facilities District CFD $725,000 08/13/2014 Revenue Bonds RB PIELDMAN I ROLAPP Page "°fz6 & ASSOCIATES AGENCY DESCRIPTION PARAMOUNT DATE OF SALE TYPE OF FINANCING Merced Irrigation District Water and Hydroelectric System Refunding Bonds, Series 2014A $30,685,000 08/13/2014 Revenue Bonds RB Brea Community Benefit 2014 Water Revenue Bonds $18,555,000 08/12/2014 Revenue Bonds RB Financing Authority Irvine Unified School District Community Facilities District 09-1, Adjustable Rate Special Tax Bonds, Series Successor Agency to the City of 2014 Tax Allocation Refunding Bonds 59,735,000 08/06/2014 Tax Allocation TA California City Redevelopment Agency Eastern Municipal Water Community Facilities District No. 2005-47 34,595,000 08/06/2014 Community Facilities District CFD District (The Lakes) Improvement Area A 2014 Special Tax Bonds City of Irvine Community Facilities District No. 2013-3 $72,700,000 08/06/2014 Community Facilities District CFD (Great Park) Improvement Area No. 1 Special Tax Bonds, Series 2014 Juupa Public Financing Special Tax Revenue Bonds, 2014 Series A $97,030,000 08/04/2014 Marks Roos Authority San Diego Unified School 2014-15 Tax and Revenue Anticipation $160,000,000 07/30/2014 Tax Revenue Anticipation Note TRA District Notes, Series A Successor Agency to the 'Taxable Tax Allocation Refunding Bonds, $14,270,000 07/24/2014 Tax Allocation TA Emeryville Redevelopment Series 2014B Agency Successor Agency to the Tax Allocation Refunding Bonds, Series 595,450,000 07/24/2014 Tax Allocation TA Emeryville Redevelopment 2014A Agency City of Rancho Cucamonga Community Facilities District No. 2000-03 57,276,000 07/17/2014 Community Facilities District CFD (Rancho Summit) Special Tax Refunding Bonds, Series 2014 California Health Facilities Revenue Bonds, Series 2014B (Providence $118,740,000 07/16/2014 Revenue Bonds RB Financing Authority Health & Services) Rosemead School District 2014 General Obligation Refunding Bonds $6,240,000 07/09/2014 General Obligation GO (Bank Qualified) Successor Agency to the Rancho Redevelopment Project Area Tax Rancho Cucamonga Allocation Refunding Bonds, Series 2014 Redevelopment Agency Irvine Unified School District Community Facilities District 09-1, Adjustable Rate Special Tax Bonds, Series 2014 A Jumpa Community Services Community Facilities District No. 33 District (Eastvaie Area), Improvement Area No. 2 Special Tax Bonds, 2014 Series A $174,050,000 06/26/2014 Tax Allocation TA $35,500,000 06/25/2014 Community Facilities District CFD $7,600,000 06/25/2014 Community Facilities District CFD Jumpa Community Services Community Facilities District No. 33 58,265,000 06/25/2014 Community Facilities District CFD District (Eastvale Area), Improvement Area No. 1 Special Tax Bonds, 2014 Series A FIELDMAN I ROLAPP Page rs of 26 & ASSOCIATES AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING Cucamonga Valley Water Water Revenue Bonds, Series 2014 512,150,000 06/17/2014 Revenue Bonds RB District Financing Authority 06/04/2014 California Health Facilities Revenue Bonds, Series 2014A (Providence $275,850,000 06/11/2014 Revenue Bonds RB Financing Authority Health & Services) Indio Financing Authority Assessment Revenue Refunding Bonds, $10,162,000 06/09/2014 1915 Act AD Series 2014 County of Riverside 2014-15 Tax and Revenue Anticipation Note $250,000,000 06/05/2014 Tax Revenue Anticipation Note TRA Castaic Lake Water Agency Refunding Revenue Bonds, Series 2014A $16,750,000 06/04/2014 Revenue Bonds RB City of Santa Ana Private Placement Refunding of the 1994A S45,060,000 06/04/2014 Lease Revenue Bonds LRB Lease Revenue Bonds and 1998 Certificates of Participation Eastern Municipal Water Community Facilities District No. 2002-06 55,920,000 06/04/2014 Community Facilities District CFD District (iblorgan Hill), Improvement Area C 2014 Special Tax Bonds County of Ventura 2014-15 Tax and Revenue Anticipation $138,110,000 06/02/2014 Tax Revenue Anticipation Note TRA Notes Eastern Municipal Water Community Facilities District No. 2002-06 59,009,000 05/29/2014 Community Facilities District CFD District (.Morgan Hill) Improvement Area B 2014 Special Tax Refunding Bonds Indio Financing AL1thority Special Tax Revenue Refunding Bonds, 524,390,000 05/21/2014 Community Facilities District CFD Series 2014 Mojave Water Agency Refunding Revenue Bonds, Series 2014A $13,155,000 05/21/2014 Revenue Bonds RB Ramona Municipal Water San Vicente Road Pipeline Relocation Project 54,808,000 05/08/2014 Other District _._-._--------- County of Riverside Asset Lease Revenue Bonds (Court Facilities $10,890,000 05/06/2014 Lease Revenue Bonds LLB Leasing Corporation Project) Series 2014A County of Riverside Asset Lease Revenue Bonds (Court Facilities $7,605,000 05/06/2014 Lease Revenue Bonds LRB Leasing Corporation Project) Series 2014B Val Verde Unified School 2013-14 Tax and Revenue Anticipation $15,740,000 05/01/2014 Tax Revenue Anticipation Note TRA District Notes, Series A California Health Facilities Revenue Bonds (Lucile Salter Packard $100,000,000 04/29/2014 Revenue Bonds RB Financing Authority Children's Hospital at Stanford) 2014 Series A PanamaBuenaVista Union 2013-14 Tax and Revenue Anticipation School District Notes $20,605,000 04/16/2014 Tax Revenue Anticipation Note TRA FIELDMAN I ROLAPP Page 19 of 26 &ASSOCIATES AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING San Diego Unified School 2014 General Obligation Refunding Bonds 5199,285,000 04/01/2014 General Obligation GO District (Dedicated Unlimited Ad Valorem Property $34,384,000 02/03/2014 Community Facilities District CFD Tax Bonds) (Election of 2008, Series R-3) San Diego Unified School 2014 General Obligation Bonds (Dedicated $50,000,726 04/01/2014 General Obligation GO District Unlimited Ad Valorem Property Tax Bonds) $1,705,000 02/03/2014 Community Facilities District CFD District (Election of 2008, Series G) San Diego Unified School 2014 General Obligation Bonds (Dedicated $15,095,000 04/01/2014 General Obligation GO District Unlimited Ad Valorem Property Tax Bonds) (Election of 2008, Series F) City of Irvine Reassessment District No. 04-20 (Group 4) $14,460,000 03/13/2014 1915 Act AD Val Verde Unified School Special Tax Refunding Bonds, Series 2014 $19,600,000 03/06/2014 Community Facilities District CPD District Financing Authority Anaheim City School District 2014 General Obligation Refunding Bonds, $45,710,000 03/06/2014 General Obligation GO Taxable Series B Anaheim City School District 2014 General Obligation Refunding Bonds, S5,375,000 03/06/2014 General Obligation GO Series A Jurupa Community Services Community Facilities District No. 28 $6,145,000 03/05/2014 Community Facilities District CPD District (Eastvale Area) Special Tax Bonds, 2014. Series City of Dana Point Community Facilities District No. 2006-1, $26,245,000 02/27/2014 Community Facilities District CFD 2014 Special Tax Bonds Jumpa Community Services Community Facilities District No. 27 $7,885,000 02/20/2014 Community Facilities District CPD District (Eastvale Area) Special Tax Bonds, 2014 Series A Elsinore Valley Municipal Special Tax Revenue Bonds, Series 2014A $6,792,000 02/20/2014 Marks Roos Water District City of Irvine Reassessment District No. 05-21 (Group 1) $74,860,000 02/19/2014 1915 Act AD El Dorado Irrigation District Refunding Revenue Bonds, Series 2014A $121,190,000 02/13/2014 Revenue Bonds RB Moreno Valley Unified School 2014 Refunding Certificates of Participation $13,280,000 02/13/2014 Certificates of Participation COP District City of Rancho Cucamonga Community Facilities District No. 2004-01 $34,384,000 02/03/2014 Community Facilities District CFD (Rancho Etiwanda Estates) 2014 Special Tax Refunding Bonds Penis Elementary School Special Tax Refunding Bonds, Series 2014A $1,705,000 02/03/2014 Community Facilities District CFD District (Direct Placement) County of Orange Community Facilities District No. 2004-1 $36,540,000 01/28/2014 Community Facilities District CFD (Laden Ranch) Series 20 NA Special Tax Refunding Bonds FIELDMAN I RDLAPP Page zo of 26 &ASSOCIATES AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING City of Brea Private Placement Refunding of Community $1,630,000 01/24/2014 Community Facilities District CFD San Jacinto Unified School Facilities District No. 1996-1 $985,000 12/12/2013 Community Facilities District CFD City of Ahso Viejo Community Facilities District No. 2005-01 $32,270,000 01/23/2014 Community Facilities District CPD Emeryville Public Financing (Glenwood at Aliso Viejo) 2014 Special Tax $4,390,300 11/04/2013 Lease Revenue Bonds LRB Jurupa Community Services Refunding Bonds $3,420,000 12/11/2013 Community Facilities District CFD South Orange County Public Special Tax Revenue Refunding Bonds $64,545,000 01/15/2014 Marks Roos Financing Authority (Ladera Ranch) 2014 Series A (Senior Lien County of Ventura (Ventura Bonds) $34,100,000 12/05/2013 Lease Revenue Bonds LRB Goleta Water District Refunding Revenue Certificates of $19,050,000 01/14/2014 Revenue Bonds RB Redevelopment Agency Participation, Series 2014A San Jacinto Unified School Community Facilities District No. 2004-4 $985,000 12/12/2013 Community Facilities District CFD District Special Tax Bonds (Inftsontuctaue Projects), Emeryville Public Financing Series 2013 $4,390,300 11/04/2013 Lease Revenue Bonds LRB Jurupa Community Services Community Facilities District No. 22 $3,420,000 12/11/2013 Community Facilities District CFD District (Fastvale Area) Special Tax Bonds, 2013 $2$770,000 10/31/2013 Bond Anticipation Note BAN District Series A County of Ventura (Ventura Lease Revenue Bonds, Series 2013B $34,100,000 12/05/2013 Lease Revenue Bonds LRB County Public Financing Authority) Eastern Municipal Water Community Facilities District No. 200543 S5,180,000 12/04/2013 Community Facilities District C'1tD District (Kona Road/floliday), 2013 Special Tax Bonds Eastern Municipal Water Community Facilities District No. 2010-60 53,105,000 12/04/2013 Community Facilities District CFD District (Paseo Del Sol), 2013 Special Tax Bonds Los Banos Unified School 2013 General Obligation Bond Anticipation $8,968,533 12/03/2013 Bond Anticipation Note BAN District Notes (Bank Qualified) Successor Agency to the Brea Redevelopment Project AB, 2013 Tax $96,620,000 11/14/2013 Tax Allocation TA Redevelopment Agency Allocation Refunding Bonds California Health facilities Variable Rate Revenue Bonds (Memorial $100,000,000 11/08/2013 Revenue Bonds RB Financing Authority Health Services) Series 2013A & 2013B Emeryville Public Financing Private Placement Refunding of 1998A Lease $4,390,300 11/04/2013 Lease Revenue Bonds LRB Authority Revenue Bonds Val Verde Unified School 2013 General Obligation Bond Anticipation $2$770,000 10/31/2013 Bond Anticipation Note BAN District Notes Julian Onion High School General Obligation Bonds, 2010 Election, $2,099,195 10/31/2013 General Obligation GO District Series A (Bank Qualified) Redlands Financing Authority Solid Waste Revenue Bonds, Series 2013A $13,500,000 10/09/2013 Revenue Bonds RB FIELDMAN I ROLAPP Page z o}26 .= & ASSOCIATES AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING City of Tustin Water Revenue Bonds, Series 2013 514,045,000 10/08/2013 Revenue Bonds RB City of Rancho Cucamonga Community Facilities District No. 2003-01 $2,784,000 09/27/2013 Community Facilities District CFD 5760,000 Improvement Area No. 2, Special Tax General Obligation GO Refunding Bonds, Series 2013 City of San LUIS Obispo 2013 Private Placement Financing (Water $7,479,000 09/26/2013 Other Reclamation Facility) Garden Grave Unified School General Obligation Bonds 2010 Election, 5119,995,000 09/25/2013 General Obligation GO District Series C Rosemead School District General Obligation Bonds Election 2008, 5760,000 09/18/2013 General Obligation GO Series T-1 (Bank Qualified) Rosemead School District General Obligation Bonds Election 2008, $7,566,503 09/18/2013 General Obligation GO Financing Authority Series B (Bank Qualified) Washington Unified School 2013 Certificates of Participation (Capital 512,995,000 09/17/2013 Certificates of Participation COP District Facilities Project) San Jacinto Unified School Community Facilities District No. 2005-2 S925,000 09/12/2013 Community Facilities District CFD District Special Tax Bonds (Infrastructure Projects), $72,100,000 07/30/2013 Community Facilities District CFD Financing Authority Series 2013 Moreno Valley Unified School Community Facilities District No. 2003-1, $7,425,000 09/11/2013 Community Facilities District CFD District Series 2013 Refunding Special Tax Bonds Peens Elementary School General Obligation Bonds, 2006 Election, 54,336,671 08/28/2013 General Obligation GO District Series B City of Monterey Private Placement Refunding of 2002 Lease 57,170,000 08/22/2013 Lease Revenue Bonds LRB Revenue Bonds California Health Facilities Refunding Revenue Bonds (Casa Colina) 521,190,000 08/13/2013 Revenue Bonds RB Financing Authority Series 2013 West Stanislaus Irrigation Revenue Certificates of Participation, Series $12,755,000 08/07/2013 Certificates of Participation COP District 2013A City of San Bruno 2013 Wastewater Revenue Refunding Bonds $6,955,000 08/01/2013 Revenue Bonds RB Chula Vista Municipal Special Tax Revenue Refunding Bonds, $72,100,000 07/30/2013 Community Facilities District CFD Financing Authority Series 2013 Eastern Municipal Water CFD No. 2005-39 (Marsden) 2013 Special 52,695,000 07/25/2013 Community Facilities District CFD District Tax Bonds Jumpa Public Financing Special "Pax Revenue Bonds, 2013 Series A $33,140,000 07/23/2013 Community Facilities District CFD Authority San Diego Unified School 2013-14 Tax and Revenue Anticipation S145,000,000 07/18/2013 Tax Revenue Anticipation Note TRA District Notes, Series A-1 Notes FIELDMAN I ROLAPP rage zz of 26 & ASSOCIATES AGENCY DESCRIPTION PARAMOUNT DATE OF SALE TYPE OF FINANCING San Diego Unified School 2013-14 Tax and Revenue Anticipation District Notes, Series A-2 Notes $75,000,000 07/18/2013 Tax Revenue Anticipation Note TRA City of Rancho Cucamonga Community Facilities District No. 2003-01 $14,170,000 07/16/2013 Community Facilities District CFD Improvement Area No. 1 Special Tax Refunding Bonds, Series 2013 Santa Margarita Water District CFD No. 2013-1 (Village of Sendero) Series 857,420,000 07/10/2013 Community Facilities District CFD 2013 Special Tax Bonds County of Riverside Asset Lease Revenue Bonds, Series 2013A, (Public $66,015,000 07/10/2013 Lease Revenue Bonds LRB Leasing Corporation Defender/Probation Building and Riverside County Technology Solutions Center Projects) California Health Facilities Revenue Bonds (St. Joseph Health System) S654,840,000 07/09/2013 Revenue Bonds RB Financing Authority Series 2013 (comprised of Series 2013A, Series 2013B, Series 2013C & Series 2013 D) Riverside County Toll Revenue Senior Lien Bonds, 2013 Series 5176,654,602 06/26/2013 Revenue Bonds RB Transportation Commission A (Current Interest Obligations), 2013 Series B (Capital Appreciation Obligations Riverside County Sales Tax Revenue Bonds (Limited Tax $462,200,000 06/26/2013 Revenue Bonds RB Transportation Commission Bonds) 2013 Series A Los Angeles Unified School Refunding Certificates of Participation (2003 S24,780,000 06/24/2013 Certificates of Participation COP District Capital Project 1) 2013 Series A City of Irvine Assessment District No. 10-23(Series B) $12,695,000 06/19/2013 1915Act AD Limited Obliga non Improvement Bonds City of San Diego Assessment District No. 4096 (Piper Ranch) $3,830,000 06/18/2013 1984Act AD Limited Obligation Refunding Bonds Ju mpa Community Services Community Facilities District No. 14 S2,035,000 06/13/2013 Community Facilities District CFD District (Easwale Area) Special Tax Parity Bonds, Series B Moreno Valley Unified School Community Facilities Disuict No. 2002-1, $7,790,000 06/12/2013 Community Facilities District CFD District Series 2013 Special Tax Refunding Bonds Moreno Valley Unified School Community Facilities District No. 2003-2, $3,855,000 06/12/2013 Community Facilities District CFD District Series 2013 Special Tax Refunding Bonds Counry of Riverside 2013-14 Tax and Revenue Anticipation Note $250,000,000 06/11/2013 Tax Revenue Anticipation Note TRA Western Riverside Water and Local Agency Revenue Refunding Bonds, 524,750,000 06/07/2013 Community Facilities District CFD Wastewater Financing 2013 Series B Authority (Eastern Municipal Water District) FIELDMAN I ROLAPP Page zs of 26 &ASSOCIATES AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING Western Riverside Water and Local Agency Revenue Refunding Bonds, $54,175,000 06/06/2013 Community Facilities District CFD Wastewater Financing 2013 Series A-1 & A-2 Authority (Eastern Municipal Water District) Merced Irrigation District 2013 Refunding of the 2003 COPS (Electric $11,988,960 06/06/2013 Revenue Bonds RB $12,085,000 System Project) City of Irvine Limited Obligation Improvement Bonds 380,755,000 06/05/2013 1915 Act AD Reassessment District No. 13-1 East Valley Water District Revenue Bonds, Series 2013A (Headquarters $12,085,000 06/05/2013 Revenue Bonds I2B Financing Authority Project) 53,675,000 05/23/2013 Community Facilities District CFD County of Ventura 2013-14 Tax And Revenue Anticipation $138,525,000 06/03/2013 Tax Revenue Anticipation Note TRA Eastern Municipal Water Notes $810,000 05/23/2013 Community Facilities District CFD Eastern Municipal Water CFD No 2002-07 (Pacific Mayfield) $2,715,000 05/29/2013 Community Facilities District CFD District Improvement Area A $17,885,000 05/22/2013 Community Facilities District CFD Eastern Municipal Water CFD No. 2003-25 (Pacific Communities) $2,825,000 05/29/2013 Community Facilities District CFD District Improvement Area C, 2013 Special'Pax Bonds City of Tustin Community Facilities District No. 04-1 59,350,000 05/29/2013 Community Facilities District CFD (1''ustin Legacy/John Laing Homes) 2013 Special Tax Bonds Eastern Municipal Water CPD No. 2005-44 (Vista Del Valle/Calder 53,675,000 05/23/2013 Community Facilities District CFD District Ranch), 2013 Special Tax Bonds Eastern Municipal Water CFD No 2006-581(Vleadowbroolc $810,000 05/23/2013 Community Facilities District CFD District II/Stein/Cimarron), 2013 Special `Pax Bonds City of Dana Point Community Facilities District No. 2006-1 $17,885,000 05/22/2013 Community Facilities District CFD 2013 Special Tax Refunding Bonds Panama -Buena Vista Union 2012 Election General Obligation Bonds, $18,405,000 05/15/2013 General Obligation GO School District 2013 Series A City of Irvine CommunityFacilities District No. 2005 2 $16,9T,000 05/15/2013 Community Facilities District Cltll (Columbus Grove) 2013 SpecialTax Refunding Bonds Orange County Water District Revenue Refunding Bonds, Series 2013A $53,000,000 05/07/2013 Revenue Bonds RB San Diego Unified School 2013 General D Obligation Bonds edicated g ( $414,000,000 04/18/2013 General Obligation GO District Unlimited Ad Valorem Property "I'ax Bonds) Election of 2012, Series C San Diego Unified School 2013 General Obligation Bonds (Dedicated $3,000,000 04/18/2013 General Obligation GO District Unlimited Ad Valorem Property Tax Bonds) Election of 2012, Series A-1 (I'axable) FIELDMAN I ROLAPP age za of 26 ® &ASSOCIATES AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING Moreno Valley Unified School 2012-13 Tax and Revenue Anticipation S36,910,000 04/18/2013 Tax Revenue Anticipation Note TRA District Notes Riverside Unified School Community Facilities District No. 15 $6,165,000 04/10/2013 Community Facilities District CFD District (Improvement Area No. 3) Special Tax Bonds, 2013 Series C Padre Dam Municipal Water Revenue Refunding Bonds, Series 2013A 57,225,000 04/09/2013 Revenue Bonds RB District Victor Valley Union High Community Facilities District No. 2007-1 School District Special Tax Bonds, Series 2013 Castaic Union School District General Obligation Bonds, Election of 2012, SI0,535,000 04/02/2013 General Obligation GO Series 2013 San Diego Unified School 2013 General Obligation Bonds (Dedicated $52,500,000 04/02/2013 General Obligation GO District Unlimited Ad Valorem Property Tax Bonds) Election of 2012, Series A San Diego Unified School 2013 General Obligation Bonds (Dedicated $60,500,000 04/02/2013 _ General Obligation GO District Unlimited Ad Valorem Property Tax Bonds) Election of 2012, Series B Puente Basin Water Agency Water Revenue Bonds, 2013 Series A S17,300,000 03/21/2013 Revenue Bonds RB (Walnut Valley Water District Project) California Educational Facilities Revenue Bonds (Loyola Marymormt $37,000,000 03/12/2013 Revenue Bonds RB Authority University) Series 2013A Val Verde Unified School General Obligation Bonds, 2012 Election, $40,540,000 03/06/2013 General Obligation GO District 2013 Series A Panama -Buena Vista Union 2012-13 Tax and Revenue Anticipation S31,200,000 03/06/2013 Tax Revenue Anticipation Note TRA School District Notes - Encinitas Public Financing 2013 Lease Revenue Bonds, Series A (Public S7,835,000 03/07/2013 Lease Revenue Bonds LRB Authority Park Construction Project) County of Ventura (Ventura Lease Revenue Bonds, Series 2013A $302,060,000 02/26/2013 Lease Revenue Bonds LRB County Public Financing Authority) City of Orange Community Facilities District No. 91-2 528,810,000 02/26/2013 Community Facilities District CFD (Serrano Heights Public Improvements) 2013 Special Tax Refunding Bonds Temecula Valley Unified School General Obligation Bonds, 2012 Election, S34,995,070 02/21/2013 General Obligation GO District Series 2013-A Jumpa Community Services Community Facilities District No. 31 District (F.astvale Area) Special Tax Bonds, 2013 Series A Victor Valley Union High Community Facilities District No. 2007-1 School District Special Tax Bonds, Series 2013 $12,095,000 02/21/2013 Community Facilities District CFD 53,325,000 02/20/2013 Community Facilities District CFD FIELDMAN I ROLAPP urge z' °fze &ASSOCIATES AGENCY DESCRIPTION PAR AMOUNT DATE OF SALE TYPE OF FINANCING City of San Diego Community Facilities District No. 3 (Liberty $15,770,000 02/14/2013 Community Facilities District CFD Station Special Tax Bonds, Series 2013 Victor Valley Union High 2012-13 Tax and Revenue Anticipation $18,000,000 02/13/2013 Tax Revenue Anticipation Note TAA School District Notes, Series A City of Irvine Reassessment District No. 04-20 (Group 3) $11,795,000 02/13/2013 1915 Act AD City of Irvine Assessment District No. 07-22 (Group 4) $28,350,000 02/13/2013 1915 Act AD Victor Valley Union High 2008 Election General Obligation Bonds, $36,839,953 02/13/2013 General Obligation GO School District 2013 Series B City of Los Angeles Solid Waste Resources Revenue Bonds, $73,665,000 02/12/2013 Revenue Bonds RB Series 2013-A County of Riverside CFD No. 05-8 (Scott Road) Special Tax $16,875,000 02/12/2013 Community Facilities District CFD Bonds, Series 2013 City of Los Angeles Solid Waste Resources Refunding Revenue $78,780,000 02/12/2013 Revenue Bonds RR Bonds, Series 2013-B Washington Unified School General Obligation Bonds Election of 2012, $11,965,000 02/06/2013 General Obligation GO District Series A City of Carlsbad Reassessment District No. 2012-1 Limited $31,300,000 01/16/2013 1915 Act AD Obligation Refunding Bonds City of San Bruno 2012'1'axable Pension Obligation Bonds $13,175,000 01/16/2013 Other County of Contra Costa CFD No. 2001-1 (Norris Canyon) 2013 Special Tax Rel ending Bonds TOTAL TRANSACTIONS: T'OT'AL PAR: $5,605,000 01/09/2013 Community Facilities District CFD 419 S19,298,864,453 FIELDMAN I ROLAPP rag zc of 26 k ASSOCIATES Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 APPENDIX 2 Proof of Fieldman, Rolapp & Associates business status from California Secretary of State website COSTA MESA --11, IIP -1.K 11 1, FIELDMAN I ROLAPP APPENnix 2 &A 550CIA1 ES 11/11/2016 Business Search- Business Entities - Business Programs vunauou rtc4ucau (certificates, Copies & status reports) Service of Process FAQs _contact -hformation Resources Business Resources - Tax Information Starting A Business Customer Alerts - Business Identity Theft - Misleading Business- Solicitations a Business Entity Detail Data is updated to the California Business Search on Wednesday and Saturday mornings. 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ModifX,Seareh N.ew.S.ea rch Pri.nter,Frien,dly Back to Search Results Privacy Statement I Free Document Readers Copyright © 2016 California Secretary of State hfp://kepler.sos.ca.gov/ 1/1 Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 APPENDIX 3 Illustrative Project Schedule COSTA MESA FIELDMAN I ROLAPP APPENDix 3 & ASSOMTES FIELDMAN I ROLAPP & ASSOCIATES CITY OF COSTA MESA ILLUSTRATIVE TIME AND RESPONSIBILITY SCHEDULE I = Issuer - City of Costa Mesa BC/DC = Bond Counsel/Disclosure Counsel FA = Financial Advisor - Fieldman, Rolapp & Associates Da 1 Y Authorization from City to proceed. All information requested of City for credit presentation and POS available. I Day 8 Kick-off conference call. Discuss structure, information needs, timing and other matters. Ali Day 12 1st drafts of Legal Documents distributed BC Day 19 1st draft of Preliminary Official Statement circulated DC Day 23 1st draft of rating presentation circulated FA Day 30 Conference call to discuss 1st drafts of documents All Day 40 2nd draft of legal documents circulated BC Day 47 2nd draft of Preliminary Official Statement distributed DC Day 50 2nd draft of rating presentation circulated FA Day 57 Call @ TBD to discuss documents and rating presentation draft All Day 64 Final draft of rating presentation circulated FA Day 64 3rd draft of legal documents circulated (if necessary) BC Day 70 3rd draft of Preliminary Official Statement distributed DC Day 75 Conference Call @ TBD to review legal documents and rating agency presentation All Day 82 Credit package sent to Rating Agency(ies) FA Day 90 Document Deadline for City Council Meeting (Conservatively 3 weeks) I, BC, FA Day 89 Rating conference call I, FA Day 100 Underlying rating received from Rating Agency(ies) All FRA Project No. 00148263.XI.SX Page 1 of 2 FIELDMAN I ROLAPP & ASSOCIATES CITY OF COSTA MESA ILLUSTRATIVE TIME AND RESPONSIBILITY SCHEDULE Da 102 Day City Council Meeting to adopt resolution of issuance and approve legal documents and POS (meetings on 1st and 3rd Tuesdays of each month) I Day 104 Post electronically POS DC Day 119 Competitive Sale I, FA Day 125 Draft OS and revised legal documents distributed BC, DC Day 127 Draft Closing Memorandum distributed FA Day 129 Draft Closing Documents distributed BC Day 130 Print andpost final OS DC Day 135 Final Closing Memorandum distributed FA Day 125 Close All FRA Project No. 00148263.XLSX Page 2 of 2 Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 FINE 7....\F .. 1 City of Diamond Bar Presentation COSTA MESA FIELDMAN I ROLAPP APPENDix 4 & ASSOCIATES FIELDMAN I ROLAPP -. & ASSOCIATES There a xo subsan�refdr eperzenre_ i i!a i i i g Optio o r IV sis is April 20,'2010 Jfflftrl e � ® Performed Cost/Benefit Analysis of Renewing the City's existing Lease with AQMD or Purchasing the Building and relocating to 21810 Copley Drive, accounting for: City's current and projected future financial position Existing Debt, projected new General Fund revenues, unrestricted General Fund reserves g City-wide revenue and expenditure projections Expected Lease payments, O&1VI cost, other costs ° Utilized the most conservative revenue forecasts and concluded that City can afford the building acquisition ° Seller has accepted City's offer to purchase the building for $9,917,100 by initially funding the purchase with General Fund reserves Paying cash up front does not limit City's abilitIT to finance the building purchase at a later date and replenish its reserves if City adopts a Reimbursement Resolution FIELDMAN ROLAPP Z ® &ASSOCIATES ® Adopting a Reimbursement Resolution: v Provides flexibility for the City to reimburse itself with tax-exempt bond proceeds for prior capital expenditures per IRS guidelines Must be adopted within 60 days of expenditure (i.e. close of escrow on the building) City would have 18 months from the date of expenditure to issue tax-exempt bonds to reimburse itself for the costs of acquiring the building City is not required to issue Bonds if it adopts the Reimbursement Resolution Decision on whether or not to issue Bonds could come at a later date If Reimbursement Resolution is not adopted timely, City will not be able to reimburse itself with tax- exempt bond proceeds FIELDMAN ROLAPP 3 ® La SDCIATES Next S"Iteps — ncinLy Alterntive // :: ® Financing Options: > 100% Cash Purchase Traditional tax-exempt municipal bond issue Tax-exempt Private placement (structured like a direct lease borrowing) Various combinations of cash -funding and tax-exempt financing ® Borrowing Capacity and Structuring Considerations Fiscally conservative revenue projections (no NFL Stadium Settlement revenues) Opportunity cost of using reserves to make an all-cash purchase Revenues and fund balance sufficient to support payment of debt service Optimal borrowing term and level of annual debt service and lowest overall borrowing cost PIELDMAN i ROLAPP 4 & ASSOCIATE 5 , ® 100% Cash Purchase: � City has sufficient reserves for a direct cash purchase � However, need to carefully consider use of resources: - Economic uncertainty and instability of State funding sources - Opportunity Cost of limiting City's ability to use some of these funds toward other public projects/ economic development - Foregone Investment Earnings that supplement General Fund revenues Need to determine optimal cash contribution FOREGONE INVESTMENT EARNINGS G6neralFun'd;Contriliu`tion....,. $2,M.. $3.4M,. $SM: Total Foregone Inv6stment Earnings over 20 Years ($ Current) ` $956K , $1.6 M $2.41M $2.9 M $5.7 M' PIELDMAN RtJLAPP 5 &ASL AFBS Financing Alternatives (Cont'd ® Traditional Tax-exempt Municipal Bond Issue (Public Sale): City could sell a traditional bond issue `with a maturity of up to 30 years Explored many= alternatives; ultimately limited the analysis to the scenarios with most fiscally conservative revenue forecasts (excluding the NFL Stadium Settlement revenues) ® Public Sale Considerations: Public Sale will achieve the lowest borrowing rate ` City will establish a credit profile More flexible legal and call provisions and financial covenants Higher issuance costs, including the need to fund a reserve fund Reserve fund used to pay the last year of debt service and provide annual investment earnings that are applied to reduce annual debt service );> 90 to 220 days to complete the financing FIELDMAN ROLAPP 6 &ASSDCL4TG5 # Alternatives (Cont.' 1 r f . ® Traditional Tax-exempt Private Placement: Similar to a direct lease borrowing Shorter borrowing term, maximum 20 years ® Private Placement Considerations: More streamlined, quicker time frame — 45 to 60 days to complete the financing Lower issuance cost and potentially not having to fund a reserve fund Higher all -in borrowing cost Potentially less flexibility in legal and call provisions and financial covenants No need for rating, offering statement or continuing disclosure FIELDMAN ROLAPP 7 &ASS AzFS AlternativesFinancing p ® Comparison of Financing Alternatives FINANCING OF $6.91`Vll OF PROJECT COSTS 3 --------... ....._ -;.; FINANCING OF $5.9NI OF PROJECT COSTS Term ears ++! Sit�k1�Si11Si i. 15 20 ik;++ + i c 30 Term (Years) ;at 4lil�i �+" 26+ + �, 20*. + + +2Q+ ; q++ + 1tRt C General Fund Contribution V&53QQ0, 000 5 000,000 .;.5 OOq 000 5 OQO Qqq-. 5,000,000 General Fund Contribution 6 QQ� 0,q : 6,000,000'. x NK,, wy, 7R .r+ .,_°t4 Net Proceeds +x';+ A + +F +'tl;i sl + 4.-61917.100 +fik91P1'' 6,917 100 '6 917 100 1�I+xQ 817,160 6,917,100 Net Proceeds,'.5 ++r + 917 700 F PINt ?llglhxl�'+. Par Amount +rl; (+,, + '8'P 1600 7020,000 7900000 7p p,Q00; 7,805,000 ParAmount + ;467$@QQ¢. 6020,000 I I Net Average Annual Debt Service(')x131+. +6931�4�4p 666,147 -' 590 793 5`�426'�: 517,682 Net Average Annual Debt Service'I 9 + 506 i$ +! 7 492,585; ., Biu;,. 4 L+...';.. S I .. ., Total Net Debt Seance �kal9�'71 X624 +. 10 103,231 + } 11 152 009 T1,550,138 14,948,751 Total Net Debt Service h 55 295 9,933,788 Va True Interest Cost 11,x;1;+� 31"2 u�t 4.83% 4:76% 'I 5 5°Cv � +� 5.56% True Interest Cost 5.25% , 1 MAssumes conservative earnings on the reserve fund of 2.5% on the Public5ale. Assumes no reserve fund required forthe Private Placement. A 3% average rate of return over 15 or 20 years would result in the Public Sale option having lower annual debt service than the private sale. *In today's market, the ability to secure a private placement of this term is extremely difficult--- • Under the public sale financing, the last year's debt service is paid out of the reserve fund Staff comfortable with average annual debt service of up to $600K — 20 year term is optimal HELDMAN's ROLAPP & ASSMATES Utilize accumulated unrestricted General Fund reserves to fund $5M or $6M of the building acquisition cost ® Finance $6.9M or 5.9M of the remaining building acquisition cost Pursue a 20 -year public sale borrowing Utilize ultra -conservative revenue constraints Allow for flexibility in structuring the financing to achieve optimal results — lowest possible borrowing cost and debt service payments ® Additional Questions & Discussion FIELDMAN ROLAPP 9 &ASSOCIATES Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 201.6 APPENDIX 5 City of Lake Forest cash flow model COSTA MESA ID1,13, I - ,zllll FIELDMAN I ROLAPP APPENDIX 5 & AssocixrES CILv OF IAME FOREST PUBLIC FACILITIES SOURCES AND USES FRO3ECFEORS SCEN. 3A6 - Development as projected with 3 Oebt Iseues (Alton PP COP, SPoIb Palk COA,wId Civic Centel COP) PonoU 9>00 850.0 I1,000,OOB 0 0 0 0 150 i5p $5p 3Bp 0 52274 %e IRWUtat Nal Luo C.11 I NaiPlipo'I..J Palle Flee 0 0 0 c 0 0 I$ 1. 18 125 188 rllape (MadlwnIt PacesM i� I 20218 0 o 0 L 0 20 4 20 p 0 p (KB) 0)B 3 891 f 914 S 933 E 19 III Lane CledO 00 630)9] E 1388,55 E 0 0 340 E p $DBA ]O,a18 S 1 E 0 0 32828 3 0 394 60RP CFF 288 153 a33 2Bp 93 —al¢ - d 'Mo - b A d 0 18 49 9B4 E98 3.]5PC55 GB $ 2.8]6.191 418 0' DA AJvanc I..Teras cmv- 850.0 I1,000,OOB Po nob 5143,333 R(WO $400,1n TmmaM ae) $60,161 PecficH rllege MlaJlmo) VBA121 52274 %e Nal Luo C.11 qel prlvnnca NaiPlipo'I..J Palle Flee 5 151 S 6]60 5 16)89 NB F S 1]]0] s "Al E 1]953 3 2 b 21 1 i� 6II E 20218 2Pfl3 E ell Mainlen 1$ 4 8 5 18T 3 814 $ "1 E EAS b 2 f 0)B 3 891 f DA AJvanc I..Teras cmv- 850.0 I1,000,OOB Po nob 5143,333 R(WO $400,1n TmmaM ae) $60,161 PecficH rllege MlaJlmo) VBA121 52274 %e •nxu F9e.18X cmv- E% Ep6% J qel prlvnnca NaiPlipo'I..J Palle Flee 5 151 S 6]60 5 16)89 NB F S 1]]0] s "Al E 1]953 3 2 b 10 ,6]8 $ 9 b E 1949] $ 6II E 20218 2Pfl3 E ell Mainlen 1$ 4 8 5 18T 3 814 $ "1 E EAS b 2 f 0)B 3 891 f 914 S 933 E 561 III Lane CledO 149,]13 b 1912)5) 630)9] E 1388,55 E 27.365 S 17 Al E 340 E 28 ]ib S R E ]O,a18 S 1 E 3180] 8 BE S 32828 3 33584 3 ]pYR 60RP CFF i ]E.2)B.a60 g - b E - f - S - d 'Mo - b A d 1?4M,919 E 841,635 f 14. ,. E 13,]03269 3 8398RV b 3.]5PC55 S.IAL MYmeeann Fee $ 2.8]6.191 b E - E E S 3 E 685 E 309,598 5 2`A,031 3 1V,918 E 380,517 3 158,194 f 905'0 Tooldggp f >a}1].601 g E d b E 3 f 118]1869 b 065 f 2St9- 8,X5885 3 9I M i iI 14.0&9,M1 f 9.554E99 E 3,361.185 Pollok f 3]8.696 E E f $ $ $ _ b S - f. G1l,MB 8 921SR/ 3 3 E Nel08bl8eee peMlmpavamenl Fae 5 3.60,115 E E - b - i - S - 3 - S - f ?US,115 E 1,062,918 S 1,6121503 S 1,869;91] S 2,427.724 S -2,441,01 $ ..a 1. Portde PeMMelnknanca Ha 5 E E E $ E f E E S 5 W.WA E 356019 S E 2151,302 $ F^nule f E E b b E b E { 5 E { 1411,1I5 b E.E. { E 1RWOCFF f 173] I.,. $ 9.115]20 S AIM. b 012954 IRNO PellMYnbnen[e Fee f 469.693 $ S - E E 3 8 E - b { No. $ 114315 E 116591 5 15 1]18 ORRIRWO { 1],711,101 y b E - E E - b 89,8138>l i 9;1]0 WI 3 $6.319,632 E 5561,]00 I.... (FIE CFF f S - E - E - S - b 99].cBS eMryS)PeHMelnrenenw Poe 3 8 - S - E - b - E 159)4 5 4 E b 5 .a. (NRJN Mrlcad PeMSHe E 3 5 E S E ]38895 'b .,..453 E E S b E 5 5 corE Hanllape(Medlmnl S 5 E S E 091 ]59 8 ? ]09.311 8 S E S E 5 E Paclh CFF 5 3.01.100 S- E 895,084 f i b Petl/,c NedtaEe(IND—) 1.Membnanm He 5 74.719 1 - E 1]1N $I 39$52 E I)&W 3 b 3 Pacllk XeMa e(MaJlwnl Nel bdlooe peM¢fee 5 1.601.811 E E E S $ d $ E 3W,2N E B00,A. S SLOW 3 f b 6e Xedla a Matlkan f b - E E S E b E b 935691 S e9.ID7 b 1009574 E b $ AnMill Tog16 $ 113,140,972 IS - S - IS - § - S 841,385 S 2,364,311 S 19,974,984 § 16,349,471 S tt,665p0 E 2,661,216 E Y],]99,5g2 § 13,669,528 S 8,912,955: Cu Wative 8 3 $ - d f 841.385 $ 1205,696 § 14.080560 $ 3Q43Q091 $ 41,988,134 $ 62569,330 J 90,359.493 d 100.229,018 i 113,1g09)I cmv- E% E 210 9 2589 S 39 E 2598 5 695 E 280 S 2)52 E 2601 f 2Pfl3 E 2. 1$ 2,849 $ .3038 �ERAf 6,E68,134 E - b 3 - E - E - 8 -$ 6 E 149,]13 b 1912)5) 630)9] E 1388,55 E 1?690ID E 86)820 E 800 R3 Ponoh { 2 DIABI $ - E 3 - E - 8 - E - E - E $ ]11969) E ]-- E 81],639 E 3 IRWU j 1,)89,)E8 5 - E - E - E - E - $ - E - b - b E1,8N E 851684 f 385017 E e>2]16 E 981032 TnmaM VE) f b - E 5 - b - E 0257 $ IE5696 3 - E E f E E E Peg6c Xe1Xa e(Madl6on f 3]8.696 E E f $ $ $ _ b _ E 55039 E 126309 E 5):A E _ E E Annual ToEa4 S 11,609,311 $ - 8 - $ -- S - S 49,26] $ 129,598' $ 1,062,918 S 1,6121503 S 1,869;91] S 2,427.724 S -2,441,01 $ 1,230,138 E ]8,]95 Cumule! $ 8 § J g g92fi) $ 1)6,865 8 1,241,)91 $ 2654.285 8 4,)23,3)8 3 2151,302 $ 9,598,379 $ ISWES18 $ 11,809311 T'f OF INS FOREST PUBLIC FACTL$TJE390URCES AND USES PRO]ECTLONS SCErt. 3AR - Oevebpment as projected with 3 Debt lees (Alton PF COP- Sports Park COP ald e3vle Center COP) (CF0 I <xcelalor Per unit 0% { i f b 3 - b b 'b - g - 4 S 3 b 1.3Iti. E SU,W9 E 552]553 E E - E 13277 S 1382),P61 E 11829Gtl E - b 11024 M0 E - b 4 $ -] 5 $ b E E E S E b E E i S E S $ § $ ICRP Zone 21eas Crean S 1633 5 15» S ] 3 1,6]3 S 2818 E 2,810 3,610 3 2816 S 328.896 b ]308]5 f -338836 3 3]1,451 I 0]4153 $ 014.561 f 2AM,TOB 3 2439,557 Y 3025]5 E 383.6]6 f 1];010.239-3 15.943,385 S 6,010.1@ E 6.850400 f 6b10,]09 f 8,97400 f 1].814,108 -e;BO M $ 310714301 E N92IA04 $ 307,000 $ >0,900,s00 f ]O W0�000 $ 69.927,504 S 355,111 E 11.365.111 { 11,356:111 3 81.183,015 4 E f - 3- at NU.13 S $ 6W.MB 5 $ - { 81182.613 4 Poncla 2cm4PL f ].Oel { 1,oAi S ,OBt f .01 y Z,OBt 5 ZABt { 3,081 f 3.001 { f t i t f 3,081 f 3,081 IRWOZ[ne2 mnPL ReXar2[ne 210>v f 4AL ] 4,414 $ 4Atd S 4A4 { 4414 5 4Ai4 S 4AL f 4,414 $ ,OBf BAN S 4A14 $ 4144 f 4911 f 4144 4AD] Cradll f 1,60] 3 1,601 3 i { 16» { 1,60] 5 M.] ! 140E $ 1,69E { J { 3 { 1.6@ f 1WJ f 3 inmarh(NB)2[m3mnPL 5 J.MO ] ]]40 3 40 { ],N9 f ],]40 f ]}49 S ],149 3a.»9 E $ - $ $ - E S - $ - $ g f - b Pa[ISCNenllem (Medlwn) f 9 { 3340 981.61$ 3 S S ! d b .»8,51 81014}20 ef10M { 3 3 g $ 3 E E { SW,IT3 A 91$30 3 1! 3 E )8197 E 1]08,9Po E MON f 10],600-j Ra[oa Fncnam NemanWx PurtneaB 9eker PurMeee Lwb PcquhM1bn SutrTOW Per unit i18s1.00o 1.1]1.66] 1INI!1 36.818.317 { i f b 3 - b b 'b - g - 4 S 3 b 1.3Iti. E SU,W9 E 552]553 E E - E 13277 S 1382),P61 E 11829Gtl E - b 11024 M0 E - b 4 $ -] 5 $ b E E E S E b E E i S E S $ § $ SER.Y53,)08 Po -D t f j. 66.]9].]90 ]8],]90 81.103,615 E { j f 2818 E 2,810 3,610 3 2816 S 328.896 b ]308]5 f -338836 3 3]1,451 I 0]4153 $ 014.561 f 2AM,TOB 3 2439,557 Y 3025]5 E 383.6]6 f 1];010.239-3 15.943,385 S 6,010.1@ E 6.850400 f 6b10,]09 f 8,97400 f 1].814,108 -e;BO M $ 310714301 E N92IA04 $ 307,000 $ >0,900,s00 f ]O W0�000 $ 69.927,504 S 355,111 E 11.365.111 { 11,356:111 3 81.183,015 4 E f - 3- at NU.13 S $ 6W.MB 5 $ - { 81182.613 4 E Y915W E 151.]8] IRVN E - S - E -$ - b - 5 - E 3 ]12.100 3 5ID.260 8 0§ Na" 5800 3 5 illmaM1lKR1 6 i 60),]13 83),130 S - E - S - y - y - 8 - S - b - y »1000 E 551]50 $ 551.]50 $ 551,]50 S .1,,413 PauOC HeMeg 1.929.¢61 f E - E - $ $ - y - 3 - S f 63,460 { 1Elba0 5 - E 3 E $ [BS.CDC I 980.@5 S y y llletinnl Ramler M1om Cou r FCPP 51adn0 APeemOnl 3 S 303,800 - E $ - $ $ - E S - $ - $ g b - b BB,BW 3 150300 { 66 a. $ 981.61$ 3 S S ! d b .»8,51 81014}20 ef10M { 3 3 g $ 3 E E { SW,IT3 A 91$30 3 1! 3 E )8197 E 1]08,9Po E MON f 10],600-j BD$p01 f 1.018.0]8 $ 1,455,900 $ 1,833,249 E 1,798,218 S 995,35$ E 899,1]9 .d AA Nae: EVGUMa Sebrlmmme ECPPnwnues, xNn llnvccnvnew envenM1tlamennval. im wwmelwuxmm[a 8 t5[ume,n - E - b vnv.v nsnm<t. [nxr<i.,,n - $ rm....<r. vn v.. $ 63,960 S Yp),iM E 031.141 E 1.84],&0 E 3,303.100 E 5.139,917 $ 6,934,035 $ ],82].090 $ 8.717,09 Ra[oa Fncnam NemanWx PurtneaB 9eker PurMeee Lwb PcquhM1bn SutrTOW f f f 5 i18s1.00o 1.1]1.66] 1INI!1 36.818.317 { i f b 3 - b b 'b - g - 4 S 3 b 1.3Iti. E SU,W9 E 552]553 E E - E 13277 S 1382),P61 E 11829Gtl E - b 11024 M0 E - b 4 $ -] 5 $ b E E E S E b E E i S E S $ § $ !PMS PeMNew G[eli 5 PrNSubTdN Tfel Ee Spol2a PerA Shla Land A44ule16on) Cumula( t f j. 66.]9].]90 ]8],]90 81.103,615 E { j f 2818 E 2,810 3,610 3 2816 S 328.896 b ]308]5 f -338836 3 3]1,451 I 0]4153 $ 014.561 f 2AM,TOB 3 2439,557 Y 3025]5 E 383.6]6 f 1];010.239-3 15.943,385 S 6,010.1@ E 6.850400 f 6b10,]09 f 8,97400 f 1].814,108 -e;BO M $ 310714301 E N92IA04 $ 307,000 $ >0,900,s00 f ]O W0�000 $ 69.927,504 S 355,111 E 11.365.111 { 11,356:111 3 81.183,015 4 E f - 3- at NU.13 S E - j 61,182615 $ $ { e1, 102.615 I $ - { 81182.613 4 81.182,013 Rwn3UM CMpr-Tall S 0898, 6. f E.I. 3 118006 3 3T6.15B A I.,.] 4 580,4Y/ E 1500M $ 3,000,000 S ZAMA00 S - 3 - S . $ - $ - SportrPeMSpe[CmferLLPPAntlpN 3 oIIS PaMBflec CenM1r COPlnttlatl $ 1.929.¢61 f E S E - $ $ - y - 3 - S f - S b - b E - S i IM,OM 8 ]]2]U $ 125,000 3 591.135 5 995.000 $ 519.»5 5 [BS.CDC I 980.@5 S 4040 4]2.]50 91915 Ma. A pat Canal CCP O.3arvlxa f i.061Aae 3 f i 3 - } 3 3 D f ]13,14] S 6:86 S MI.])6 5 981.61$ 3 P"..y a0e PeMwe ,.A. eiYntM1O Palkve ! d b .»8,51 81014}20 ef10M { 3 3 g $ 3 E E { SW,IT3 A 91$30 3 1! ,08.130 F 3 91,75 S ]441.. $159,350 S ]139.935 S )8197 E 1]08,9Po E MON f E S { 8 b f 3 i 4 3 i { 3 t I on fl Rantlro Mr, initis! COF In". Fate A.. PM IMIIe1 C CP p.I I iolal MonBpantM1a Pr Ced 3ervke ton8 ge11W10 Pet aye CumulaMN d b f { ;fi19fi 6.16908 ],840566 20,293,492 { 1 9 y - 3 Y E F - S f b f 625,701 $ 625501 8 ! 3,07O7» A 9,705918 S ! 7.279-,2f5—T-3.050.437-$ 70,964 711 f E E f 13NJ, 148 E 3M.]13 E Aar U S 1,316,]1] i 1.115.11E $ 14.&58,861 4 3a6.023 b 50.00 4 1486.@3 f 508.02 { 15,914,882 S 350.195 I 735000 4 1491.116 ! 1,00.548 17,08,028 4 320,96, S ]56.07 b 1Ae;aM 3 1.0&1.990 3 18,122,018 S RB.9N 3 590.00 f 1AY.998 S 1.M0.BN j 19,210086 ] 261.50 b BISOM i 1483.639 f 103,528 3 20,293,492 S 5,@1 BSS,WC 1480451 1.00,021 21,363,513 LFTM ImroreennU Ph iJ-TOW-- f 14.121384 - j 5 - 1 - 30,090" j - j S - 6M., A 1.267V2 S 9150.061 131.650 T 421802 Gnc Center CCP lnlare4 Cmc C-., CCP PAI*' Total CIA, Center CW Dr. S... 5 5 f 116(876 3.)29.019 3 b d - i E f - $ $ 1 - b S 5 b E S b E i E $ 5 - b S f b E f - E E 3 b S 5 J62.5Z b 5 183}00 f ]1330 S 9]OttO E 1 18],00 B BM,125 IBS.KO 1.181130 Totawadre, Cen4lwr'e CumWeWo 1 68.048.082 $ - S' 8 I'd 11! 12048] 120403 4 IRA., 1 49.987 189,5]1 $ 31402] { 308,091 Y PAPPI —,a0. 273,02 4 160,000 t 150.00D 3 425.02 $ 1]60000 { 1,350.000 1,)7SM2 8 { - $ 1)75M2 S 26.]71,063 f ]5.}]1.053 j 9,548,055 4 38.]]1.069 f 35�T)1ne, 3 53,317.107 S i 381400 53 67S,M7 4 1.18].360 j 3486,85? S 1181.135 56.046.982 A I.. Dian peedR[led[ xa551MMaltlantic m A! n ne mist a 3 a f 5 I $ E b 8 $ E - 3 - $ - E b 3 - b - $ - b -$ - 4 - S 3 - b $ 1339898 b b ]61390 b E $ E b Cumuleerva Y $ $ > - $ Y Y Y Y 1,339,696 4 3696,085 S 2,695885 Y 2891085 Y a 696,.5 Tr. unCe -' C.X= "'1 iB6,]fi1.TBl. j 5 B.2Ji f 0,_31 B -863,83 j 573.155 1 8.[6,6fi0-6 1 r2l505 1 10)ifi 118 5 f 9 58 Y 5911801 S 9;104 l 58,64349 b. 86.0{6,]131 BIC¢ep., 4 1,]11» 3 10582].180 1 2040, 0 y 115435.1 3 '.]A»@ 1 B]1 $ t07411f llS 12 i 1 1 S ]u9e,:50 1 $680188 1.X91 Cm OP URE FOREST PUBLIC FACILITIES SOURCES AND USES PROJECTIONS eelapment e¢ projected With Debt ls¢ues]Alton PP COP. Seertz park CUP antl lIVIf ['enenr ['nol W" ryac9men 6Hngy145U per d11.9Mne pmc ..l,y .. .. an nopS paymenla.I..,C—leltr 1015,elI.11. BD par --2l-1.0 [/[aple11xe0,nle,esl ]3J Avum aXpueagile GOpld&149,311411., 110 OM -1, W, p6year M1nn. an., FmNpal Peym U,,Fuatlqug[Y 3013; A.—.—WO oinglaXxed NrenY NPP— "Y Laply. Spwla PaM { 19S62D00 3 Funs Meaauenumgtt[n PmJeNbrSwrta Park 3 91)],1]4 5 - 3 - E - E E b S RGm0urs6menfb Gly Dem IR419Iw Spals P[M whrNne Mautl[n f 853,000 { - $ - E - b 4 S 3 WI IMX&Ca "M. Rauatlu Centtr f 1,6]],]00 E IO S ST1.iW t i E S i 9v0.Toly Lll FunOa 1 41111 171 3,174 S { f R00p i M., 113]x365 D] 858 J1OB 3 913],1]4 f f i y 1 S 3 S i 5 i GAAWan[e Fau f 3S]4.165 1 3 { f ]60,000 f 360.0" i { f f i f TOWI CRY FuId. 0 DA Meana Fee, "]Spm. Parka Ree - f f Cenwr $ "'IR .0 , f - f - 3 30,002,205 1 10,000,000 i 1,100,"0 $ 9.437,174 1 - S Lumulalire S g. Y X10.1. $ 40,751.20 b 41,659.20 $ 51.296,439 5 51,206,430 0 51,20,,410 S 61,290.430 $ 51,2M439 3 51,200,.9 $ 51,M,,430 $ 51,296,.9 Grywnd6 Nron P6Mwy $ 263].6. ! - E - 3 - S 262T65a $ - COe"'CRAFum9M Aftele.,UOulgn f ]93.600 f - E - b >i]350 8 T9,15D E E OLTA G. a Fun'¢ Nim bvpn 5 52965 f b - S - E - b J . E 6101 S - 3 - $ $ SBRq ReMDursemmlb Nlenbr wee line f 3,3]4 091130 E - E - 3 - $ g e E Il 2,274 3 Reimbur¢[mmllo Clly Dvm FEMAGraM f f - E - b - $ - E 81,820 RMmb[namenlb0 Dom IRVAwabrNMPOM 5 1,.0.96] E b b $ 152948 $ IPJS ]91 4 ]32]20 8 3 E E E a Pr[/Bn 60,20 S S Gry Furwa-Rendes perMvay { 2))3000 f I - E 111,0" S 2056'0" RNlnburswenl.ClW. CCIAMeu[n..ONr F.Abo Xwy f 1,2MM0 $ § - E - E 19,32332 RxmWraemenlloW Dwn IRIM1ONIRencDepelMva. M¢.fl { 1.,333 f E E $ S $ f b S 5 E $ S NIm SDen [I1.A A-".1 LDPPmmae¢ i ],00].,. 1 - b - E -0 } 0 5 3"6174 3 163 3181142 $ m[SDen WNbne Rm[ P A-". Mwy CG i 36621. - b - S - 3 - S - y 2%9.550 $ E 3 b S 3 I$ 4 eae,'.e Sw1a,—no NNhndR0,"M f $ $ 3 S S - f 35[836 E - - 3 - E E $ S AXM6Rwrc0o PrMn/Pm[eeda M1Om LOP PaNare Na[amanl CUP 3 10.000100 S b 8 A 3 M54iq S 8".9,816 E S S f 3 5 $ S S b 4 f 8 C, C. Cenler COPProOtWs 51 f i 1L"g000 ! SPolf¢.. PODm P.—. D[m SPR[[LOP'" f },000,000 j y E - E 7. 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At. t. a P.O, S Net ClePr COP f IOA"P00 M1 Funda br lG]M Pm t, Le el b]FlMGunJf 21...9 f 5 S ;164640 Yoapurc8a¢a 1131,1100 -A 1_ GUPPA,—Ga Fuming M4pW pah { i 3.616 5 )]4]" i { y f IIY FayA¢.Yw.GO FMURE M. .., LanM1r 3 141 11ep90 f 3,616 j 1454]4 f - 4 - S - 5 City Pey U-y=Q FunRN9MCMC Cenlw 3 1.T6P01 I 44.2 f IBB,] M 5 $1.983 3 30.203 1 S 101A96 { .'be { 3 Tata]. ne Und HOu— ra S 110,"0,360 50})3 3 =.-M 24,1...1. $ 24 .024,630 $ 8,100,BM- ,1634 9 10364,700 11 A 11,021131, -12,9","0 -- - Lumulelive S 50,333 E 7)0,33] $ 200]9,303 5 49,701,019 1 5$M2MS 3 71.366380 $ 05,716,360 S MSam 8130140,365 $ 110,440,3" S 11044,,3. 3 110.00,369 1 110,410,306 FLpp Fee¢ 3 ]],OE9 E - b E 4 4 fi].460 3 161.6" S "4p" E 1,716.8]9 S 1155.380 5 1133140 S 1,798.319 S 603161 A 040.170 LFTMGaes 5 11"9.]11 b - E E S g 4026] g 19590 E 1,763,716 3 1.61250] 3 1. 069.293 S 211].]. 3 2."7,0]7 $ 1, 1yL1]0 S ]".396 4L tl r¢CFG 5 101]3]030 y b - 8 - 5 S 49]085 S 19,61] $ 105539]0 E 11 1,111 S 1093]981 S 8 3](IA21e4 >999>4 66Y1,1M PIFunJ¢ i 3356 i - iD.J 3 f 0,001 i 00..6 S 24131,3 aql �%910.]00 ...210)0 3 Al At Y iA. Ag ec 5 90 )3f $ /]0;33] E .J.I.0ll S 49It' 019 5 S )6]"tl02 S 1"1,301968 b 1E 11;31. E 1.9FF 11u 3 1 tl>50 M! $ S9,i33 AR 5 rc91S1,r1?fl 4 `.15563,70 GlMrenc, 6 IfJ RaOam Ne Nanwnk damman COp l[INnO S]0965MO[r SaOMe�rvnaa¢r 48601 ]9B �O war rrn an E 6 I 1 3 IOAO 1 12,090,310 E 130]030' AcnSn 3 as,>. 5 r4,4W, 10 6)3x1 161 6 6,641501 W" ryac9men 6Hngy145U per d11.9Mne pmc ..l,y .. .. an nopS paymenla.I..,C—leltr 1015,elI.11. BD par --2l-1.0 [/[aple11xe0,nle,esl ]3J Avum aXpueagile GOpld&149,311411., 110 OM -1, W, p6year M1nn. an., FmNpal Peym U,,Fuatlqug[Y 3013; A.—.—WO oinglaXxed NrenY CLT, .'EASE FOREST PUBLIC FACILITIES SOURCE AND USES PROJECTIONS SCE.. 3A8 - Oewlopmcnt of A,'E leJ will, 3 Oc4i Issues IPRon PP COP, Spocls Pack CON,Bld 0110 C,i COP) Z- S",c/O"o", Sella TofuI AINR UIof OW ES 5 5 i EEUJII 599A,936 i5.fi1]:160 4 S S - b b y b 5 E34 G/3 S b 6Jd d)I S 13 b 899 S I0 1016.140 ^1 y 6,I, 0 s 35 S fi.161160 90197) 5 101,871 S8]0,061 S 3 Ill I 4 Y Ill rL5 b 516106 3 b 839,3W E 0$8.180 S .1 .1 S 0]I O9] 3 630180 3 BI8,1El t SI ILI 089914 Lyx urrNPOPPFmSx lcrp Mway Derv9n OCiq GMg9Furrcx br Artan ll —t S9RA Rermhummentm Nwn eeclycne oGry ham FElM ti.enl RermA. hursementm Ga, h -".""i Pmx.wy PmneNhcm Nlu6Rensno P,Avry Prlvara COP Re amenl SoumsIFCPPI y y 5 5 6 3 E 651 ]98608 96] ,616 069 1708 5 b S 6 5 S E - b - 1 - 5 - S - y f" 3lIJ E - 5 E - b - b S - b -/11,58 g S - E E I b it I5 70.68 S - b 152.649 i i E OS u 85 S S 19M 1 IiW$]91 3 98M,0)6 I 634E9 S •.. {-[ t b 13,274 b B I 3921)38 5 e,y 011. 1 t4]6W E b - b I Bed, W[ 6 E S E 10164]8 II 6: 5 - 3 1 b 885]6E 5 5 I 1633369 E 3 b 3 3 I>90319 b v—. 5 5 1 999250 E ... Bs9,1R -.... n PeMwey BeMnnrnO Balxnro 5 - S 4 .50 5 9,Ill Ill 4 5156,950 b "i'58" 1 3,191,1)1 1 "1 Ell b 11"I86 5 0, $1028 b 5421,907 b 11121. 1 1.1147 AIIon Palley Enan9PaOnoe i S1 17877E S b - b 2217,069 b I,BIA999 b 2,884,916 I 3610,]99 S 3629,721 E 111.11 1 6753928 I 4169192 Prclec Gml R oL1SeN0e T (IR TJl U Eh 5 5 E 9N 334 813139 5,,886 ]58 I 5 b b E - b S S' g 22 9 5 - 5 9131E { 6 b 0 BO 3 1606 .,I 5 S 3092 3 $ II.BI6 S 1]66448 S b 1,)86100 f B 109131 S 9095] E S 3551 6] S Ifi51B7 3 b 66095 5 656011 S b 9 E 3G, B0 5 b 9 4 3536 1 S 17.517^ } 554.340 I D 256 tOfi] 25610) m R R mens oCry/rc 7 me mcN/rcc lF1,1,1 me Pnxway am N(v e na Ranmo Rron vnwn cOP O'WRef 5 i 3 S 690ii9rz .16721.141 58 838]240 y y S S - f - E - s - 5 � 5 S - $ - 9 4 �f Po4 S~ 5 - 5 - 5 NO0' 2056000 S 5 - b - S - 5 - S - S - b f 1310 2. f y9823 2 5 ",'Ile i i f - b 5 5 5 5 b 3 5 5 5 Ranmc ParvvuyewlnnlnB eslamn zz a - a _ 917ll4 5 2261172 $ 2268106 b 11ll16, S 117, J. b 3 S I,BO, lF, a ,551,850 5 tyi,ti4 $ 160:,216 S 70956, Randm Enan09cronm i - S _ 72 5 0 b 8 5 - 6 0 9 5 . b 1 ol I I i 5 116 BE, f CRV OF LANE FOREST PUBLIC FAC3LCTVA SOURCES AND USES PR03ECTLONE SCAN. BAR -Oeeelepment ae p,o,Ded with 3 Debt Euuee (Alton IF COP, Sports Park COP,and Cleic Centel COP) Spen I.. Lan,i Pcqui501on COE1 3 ]6,97s.21] E - b - S 1,427CED $ 12627 W E . E - b - E - § - S SpoN Pl*aM ReolE n Camas Cop 1854 Late Ayul¢Illan) { B t9ss,sse E 5231 § Jp],JW S 854309 E N1362 S BBOOSaS 8 ],089.0. E Yl.OW D. 5 13. ", E - E Sena Pa kantl Reseal e b - b - 8 - S - b - b ]Y2.>J3 E 808,125 E 9643]5 S 961625 E 882]50 T0tA 1. 5 PORTS PA RM AND RFCRFA110N C.ENTNUSEb 6 8350'U:0 r E 5111 f �m4d]�40 4 8.1]], S.2 $ 13.189028 3 1S.BId.8i5 8 I.00D DOp 1 JJ.000 WD ... .. - �, p' Dp C a oiu ve 5 shoo E - C 4 0 J -1 1 -' E -§ - E Cny ln0le CapealRO...Uen O,wr 1u1tla kraal Dam Albn PmjNU ano Mon COP. Praoeetl¢ 51 IBb { 10,0."000 E - § - b - b - S 1006.om 5 - E In ]OC 5 - $ - S - 5 - 1 14W0.000 f - S - { - S - 5 P.1.turtemem to C'lylmm IFIND S1. rebosllon .APtlreme Fee¢ S 3 S}]1161 § E - § - E - S - E - b 11]9.265 y - E 750.DD 3 858.005 $ YN,ppC g - E - b - f - b - 8 - b - 4 ch, Pay,,By,u OO Fun81n81m E'ra ah { 17l... E 2.818 $ 174. E s C11'a's-yau. OFUMinp lm F—he .CON, e6¢DamSponzPS,AI- .."e, CCP 5 1 4 S 2.616 5 145A]4 b- RelmWrsemeMm Clry Fmm Rados Pw1n111 b OS4LaMevner¢CFF 1 N BD C'. 1':. 11 eN leo 11e121 ew .1]e BJ6 ]90 S 1—SRS] - 1 f S 620.284 1 Y 2 ,eBZ.ZBS b 1 < 39]055 5 Bp ,06 la )J b '1 46 314 f 1"III S]B E p f"- 12955333 E ]ei �_ 10427961 E 1aZ• I8623,SSJ b ,.. 21038210 S 1],DSE. D - 13191141 5 15.'84.Ill.1 - "6]21 C6 B.m. 6pM5PoMand Reme.Dn GeMVPegrylNnp SLmae b i, 31 5 51,263 5 34936,069 E 30i446,2D 3 26062,266 E 19,)1,,195 5 311]1,11, E 25155,30] E 12,29, IP b Ii07Bi168 5 6],150,662 E P960 2'1 S 67�lFt18 Proposal for Municipal Advisory Services CITY OF COSTA MESA November 16, 2016 APPENDIX 6 Signed Addendums COSTA MESA _-111 ", 1e1=rn FIELDMAN 1 ROLAPP APPENIDix 6 & A590CIA"CES RFP NO. 17-04-Addendum#1-C01170 All other provisions of the request for proposal shall remain in their entirety. Vendors hereby acknowledge receipt and understanding of the above Addendum. Complete and submit this Addendum with your proposal. Signature Anna Sarabian, Principal Typed Name and Title Date Fieldman, Rolapp & Associates Company Name 19900 MacArthur Blvd., Suite 1100 Address Irvine, CA 92612 City State Zip RFP NO. 17-04-Add=dum#2-00 1170 Il. GENERAL INSTRUCTIONS AND PROVISIONS 1. Proposal Format Guidelines: Oualifications: The information requested in this section should describe the qualifications of the firm or entity, key staff and sub -contractors performing projects within the past five years that are similar in size and scope to demonstrate competence to perform these services. Information shall include: 4. The firm must have a minimum of three (3) years of experience in providing municipal advisory services for projects related, but not limited to one or more of the following: Certificates of Participation, Lease Revenue Bonds, Community Facilities and Assessment District Financings, Single and Multifamily Housing Program Financings, Pension Obligation Bonds, Master Lease Financings, Solid Waste Bonds, Teeter Plan, Commercial Paper Notes, Tax and Revenue Anticipation Notes, strategic long-term financial planning, structuring/investment advice, and Debt Defeasance. Financial Capacity: Provide the Proposer's latest audited financial statement or other pertinent information such as internal unaudited financial statements and financial references to allow the City to reasonably formulate a determination about the financial capacity of the Proposer. Describe any administrative proceedings, claims, lawsuits, or other exposures pending against the Proposer. *Audited financial statements shall be stamped confidential, included only in the original proposal and shall be mailed back to the Proposer. All other provisions of the request for proposal shall remain in their entirety. Vendors hereby acknowledge receipt and understanding of the above Addendum. Complete and submit this Addendum with your proposal. Signature Anna Sarabian, Principal Typed Name and Title Date Fieldman, Rolapp & Associates Company Name 19900 MacArthur Blvd., Suite 1100 Address Irvine, CA 92612 City State zip Attachment 3 CITY OF COSTA MESA PROFESSIONAL SERVICES AGREEMENT WITH FIELDMAN, ROLAPP & ASSOCIATES, INC. THIS AGREEMENT is made and entered into this 17th day of January, 2017 ("Effective Date"), by and between the CITY OF COSTA MESA, a municipal corporation ("City"), and FIELDMAN, ROLAPP & ASSOCIATES, INC., a California corporation ("Consultant"). WITNESSETH: A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide municipal advisory services, as more fully described herein; and B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1.0. SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. Consultant shall provide the professional services described in the City's Request for Proposal ("RFP"), attached hereto as Exhibit "A," and Consultant's Response to City's RFP ("Consultant's Proposal") attached hereto as Exhibit "B," both incorporated herein by this reference. 1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. 1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to: (a) Meet with Consultant to review the quality of the work and resolve the matters of concern; (b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or (c) Terminate the Agreement as hereinafter set forth. 1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement. 1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. 1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. 1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 2.0. COMPENSATION AND BILLING 2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit B. Consultant's annual compensation shall not exceed Ninety Thousand Dollars ($90,000.00). 2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant's Proposal unless the City or the Project Manager, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times from the Effective Date until three (3) years after termination of this Agreement. 3.0. TIME OF PERFORMANCE 3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement. 3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. 4.0. TERM AND TERMINATION 4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of three (3) years, ending on January 16, 2020, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. This Agreement may be renewed by two (2) additional one (1) year periods upon mutual written agreement of both parties. 4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. 4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. 4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant. 5.0. INSURANCE 5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City: (a) Commercial general liability, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. (b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence for bodily injury and property damage. (c) Workers' compensation insurance as required by the State of California. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. (d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder. 5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions: (a) Additional insureds: "The City of Costa Mesa and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant." (b) Notice: "Said policy shall not terminate, be suspended, or voided, nor shall it be cancelled, nor the coverage or limits reduced, until thirty (30) days after written notice is given to City." (c) Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Costa Mesa, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Costa Mesa shall be excess and not contributing with the insurance provided by this policy." (d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Costa Mesa, its officers, officials, agents, employees, and volunteers. (e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5.3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention. 5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance shall be attached hereto as Exhibit "C" and incorporated herein by this reference. 5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property. 6.0. GENERAL PROVISIONS 6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement. 6.2. Representatives, The City Manager or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement. Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement. 6.3. Project Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City. 6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery and b) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. IF TO CONSULTANT: Fieldman, Rolapp & Assoc., Inc. 19900 MacArthur Blvd., Ste. 1100 Irvine, CA 92612 Tel: (949) 660-7308 Attn: Anna V. Sarabian IF TO CITY: City of Costa Mesa 77 Fair Drive Costa Mesa, CA 92626 Tel: (714) 754-5243 Attn: Finance Department Provide courtesy copy to: City of Costa Mesa 77 Fair Drive Costa Mesa, CA 92626 Attn: Finance Department 6.5. Drug-free Workplace Policy. Consultant shall provide a drug-free workplace by complying with all provisions set forth in City's Council Policy 100-5, attached hereto as Exhibit "D" and incorporated herein by reference. Consultant's failure to conform to the requirements set forth in Council Policy 100-5 shall constitute a material breach of this Agreement and shall be cause for immediate termination of this Agreement by City. 6.6. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. 6.7. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. 6.8. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement. 6.9. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect. 6.10. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph. 6.11. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 6.12. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require. 6.13. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other related items as requested by City or its authorized representative, at no additional cost to the City. 6.14. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court. 6.15. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its officers, employees, associates and sub - consultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or sub -consultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute. 6.16. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. 6.17. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect. 6.18. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced. 6.19. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 6.20. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 6.21. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 6.22. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 6.23. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement. 6.24. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 6.25. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 6.26. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. 6.27. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF COSTA MESA, A municipal corporation Date: Chief Executive Officer CONSULTANT Date: Signature Name and Title Social Security or Taxpayer ID Number ATTEST: City Clerk APPROVED AS TO FORM: Date: City Attorney APPROVED AS TO INSURANCE: Date: Risk Management APPROVED AS TO CONTENT: Date: Project Manager DEPARTMENTAL APPROVAL Date: Assistance Finance Director APPROVED AS TO PURCHASING: Date: Interim Finance Director EXHIBIT A REQUEST FOR PROPOSAL EXHIBIT B CONSULTANT'S PROPOSAL EXHIBIT C CERTIFICATES OF INSURANCE EXHIBIT D CITY COUNCIL POLICY 100-5 SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 1 of 3 BACKGROUND Under the Federal Drug -Free Workplace Act of 1988, passed as part of omnibus drug legislation enacted November 18, 1988, contractors and grantees of Federal funds must certify that they will provide drug-free workplaces. At the present time, the City of Costa Mesa, as a sub -grantee of Federal funds under a variety of programs, is required to abide by this Act. The City Council has expressed its support of the national effort to eradicate drug abuse through the creation of a Substance Abuse Committee, institution of a City-wide D.A.R.E. program in all local schools and other activities in support of a drug-free community. This policy is intended to extend that effort to contractors and grantees of the City of Costa Mesa in the elimination of dangerous drugs in the workplace. It is the purpose of this Policy to: 1. Clearly state the City of Costa Mesa's commitment to a drug-free society. 2. Set forth guidelines to ensure that public, private, and nonprofit organizations receiving funds from the City of Costa Mesa share the commitment to a drug-free workplace. POLICY The City Manager, under direction by the City Council, shall take the necessary steps to see that the following provisions are included in all contracts and agreements entered into by the City of Costa Mesa involving the disbursement of funds. 1. Contractor or Sub -grantee hereby certifies that it will provide a drug-free workplace by: A. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in Contractor's and/or sub -grantee's workplace, specifically the job site or location included in this contract, and specifying the actions that will be taken against the employees for violation of such prohibition; SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 2 of 3 ti. Establishing a Urug-I-ree Awareness Program to inform employees about: 1. The dangers of drug abuse in the workplace; 2. Contractor's and/or sub -grantee's policy of maintaining a drug-free workplace; 3. Any available drug counseling, rehabilitation and employee assistance programs; and 4. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; C. Making it a requirement that each employee to be engaged in the performance of the contract be given a copy of the statement required by subparagraph A; D. Notifying the employee in the statement required by subparagraph 1 A that, as a condition of employment under the contract, the employee will: 1. Abide by the terms of the statement; and 2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction; E. Notifying the City of Costa Mesa within ten (10) days after receiving notice under subparagraph 1 D 2 from an employee or otherwise receiving the actual notice of such conviction; F. Taking one of the following actions within thirty (30) days of receiving notice under subparagraph 1 D 2 with respect to an employee who is so convicted: 1. Taking appropriate personnel action against such an employee, up to and including termination; or 2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health agency, law enforcement, or other appropriate agency; SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 3 of 3 G. Making a good faith effort to maintain a drug-free workplace through implementation of subparagraphs 1 A through 1 F, inclusive. 2. Contractor and/or sub -grantee shall be deemed to be in violation of this Policy if the City of Costa Mesa determines that: a. Contractor and/or sub -grantee has made a false certification under paragraph 1 above; b. Contractor and/or sub -grantee has violated the certification by failing to carry out the requirements of subparagraphs 1 A through 1 G above; c. Such number of employees of Contractor and/or sub -grantee have been convicted of violations of criminal drug statutes for violations occurring in the workplace as to indicate that the contractor and/or sub -grantee has failed to make a good faith effort to provide a drug-free workplace. 3. Should any contractor and/or sub -grantee be deemed to be in violation of this Policy pursuant to the provisions of 2 A, B, and C, a suspension, termination or debarment proceeding subject to applicable Federal, State, and local laws shall be conducted. Upon issuance of any final decision under this section requiring debarment of a contractor and/or sub -grantee, the contractor and/or sub -grantee shall be ineligible for award of any contract, agreement or grant from the City of Costa Mesa for a period specified in the decision, not to exceed five (5) years. Upon issuance of any final decision recommending against debarment of the contractor and/or sub -grantee, the contractor and/or sub -grantee shall be eligible for compensation as provided by law.