CITY OF LOS ANGELES ERIC GARCETTI MAYOR. April 28, CITY OF LOS ANGELES OFFICE OF THE CITY ADMNISTRATIVE OFFICER CFD No.

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1 Richard H. Llewellyn, Jr. CALIFORNIA ASSISTANT INTERIM CITY ADMINISTRATIVE OFFICER CITY ADMINISTRATIVE OFFICERS PATRICIA J. HUBER BEN CEJA YOLANDA CHAVEZ ERIC GARCETTI MAYOR April 28, 2017 CITY OF LOS ANGELES OFFICE OF THE CITY ADMNISTRATIVE OFFICER CFD No. 10 (Highpark) Statement of Qualification for Special Tax Consultant Services On behalf of the City of Los Angeles ( City ) we are distributing a Statement of Qualifications ( SOQ ) for special tax consultant services for the formation of the City of Los Angeles Community Facilities District No. 10 (Highpark) and the potential future issuance of one or more series of Special Tax Bonds (the Bonds ) for the CFD. The CFD formation process will begin immediately upon selection and continue throughout Responses are to be delivered via by 5:00 p.m. on Friday, May 12, 2017 to the following individual at the City: Natalie R. Brill, Chief of Debt Management, at natalie.brill@lacity.org, uploaded to and to the following individual of Fieldman, Rolapp & Associates, the City s municipal advisor on this project: Anna Sarabian, Principal, at asarabian@fieldman.com. Responses should be no more than fifteen (15) pages, excluding any appendices and City forms. Additional information regarding this SOQ may be obtained by contacting Anna Sarabian via at asarabian@fieldman.com or by telephone at (949) This request for proposal does not commit the City to award an agreement or defray costs incurred by your firm in the preparation of the proposal. All proposals submitted in response to this request become property of the City and public records, so may be subject to public review. The City reserves the right to request additional information, or request clarification, or reject in its sole discretion any and all proposals. Final selection depends on the negotiation of a final agreement and price with the successful firm(s) providing the best overall value to the City, and approval by the City Council. Sincerely, Natalie R. Brill Natalie R. Brill Chief of Debt Management

2 TABLE OF CONTENTS A. Description of Work... 1 Overview Proposed Project and Community Facilities District Tentative Schedule Special Tax Consultant Work Scope for Formation and Annual Administration B. General Terms and Conditions... 5 Proposal Requirements Contract Award and Execution C. Special Terms and Conditions... 7 Proposal Content Proposal Evaluation and Selection Proposal Review and Award Schedule Ownership of Materials Release of Reports and Information Attendance at Meetings and Hearings D. Proposal Submittal Forms... 9 References Attachments: Attachment 1 Required City Contracting Forms Attachment 2 City Standard Provisions for City Contracts and Insurance Requirements

3 Section A DESCRIPTION OF WORK OVERVIEW The City of Los Angeles is working with SFI Bridgeview, LLC ( Bridgeview ), a subsidiary of istar Financial Inc., to develop the Highpark project. The City is requesting statement of qualifications from qualified special tax consultants in conjunction with the formation of a Community Facilities District for the Highpark Project (the CFD ) and the potential issuance of Mello-Roos bonds as a funding source for the construction of the public improvements for the Highpark Project. Financing Team The selected Special Tax Consultant will join a financing team that already includes Fieldman, Rolapp & Associates as Municipal Advisor. The City is in the process of engaging Bond Counsel, Market Absorption Consultant, Appraiser, and Underwriter. PROPOSED PROJECT AND COMMUNITY FACILITIES DISTRICT Improvements and fees to be funded and/or reimbursed by the CFD total approximately $19.1 million. Highpark Development Project The proposed project is a residential development project located on 61.5 acres at the site of the former U.S. Navy San Pedro Housing complex. The proposed project involves the demolition of existing structures comprised of 122 duplexes, one single-family home and other structures. The redevelopment of the site will include up to 676 residential dwelling units, including single-family homes, townhomes and flats, recreational facilities, parks and a trail along the perimeter. The proposed list of public facilities to be funded by the CFD include storm drain improvements, sewer improvements, a sewer lift station, water improvements, traffic mitigation, landscaping, a public park, a perimeter walking trail, and pocket parks. Status of Entitlement This site is currently within the City limits. In August 2016, the City approved the application submitted by SFI Bridgeview, LLC requesting the formation of a Community Facilities District for the Highpark Project. At the same time, authorization was provided for the Office of the City Administrative Officer to take actions to engage a finance team and move forward with the formation of a Community Facilities District for this Project. The land use, entitlement and environmental clearance processes culminated in the approval of the Specific Plan by the Mayor and Council in March of TENTATIVE SCHEDULE As noted above, the development application driving the immediate need for the Highpark project received its final discretionary approvals in August of The City intends to proceed with the formation of CFD No. 10 (Highpark) as soon as a financing team has been selected, with the goal of having the formation completed by the end of

4 SPECIAL TAX CONSULTANT WORK SCOPE FOR FORMATION AND ANNUAL ADMINISTRATION The work scope for the selected special tax consultant includes the following tasks for formation: Task 1. Special Tax Structuring Recommendation Provide the City a specific recommendation on the structuring of the CFD based upon review of the Specific Plan, Development Agreement and other documents related to the Highpark Project. Task 2. Preliminary Tax Spread Prepare initial spread of special taxes based on building square footage. Calculate special taxes to support proposed financing. Estimate annual special and total property taxes as a percentage of anticipated improved property values. Special Tax Consultant shall present Tax Spreads at meetings attended by City, City s Finance Team and Project Landowners and recommend alternative techniques to apportion special taxes to enhance project feasibility. Task 3. Tax Spreads for additional Improvement Areas or Zones Should the City decide to establish improvement areas or zones for each phase of the project the Special Tax Consultant shall prepare tax spreads and undertake the activities listed under Task 2 for each additional improvement area or zone. Task 4. Tax Spread Revisions Based on input at previous meetings, prepare revisions to tax spreads requested by City, City s Finance Team, and Project landowners and present revised tax spreads at second meeting. Make any further necessary revisions and present to City, City s financing team members at up to six additional meetings. Special Tax Consultant shall prepare up to a total of ten tax spreads (plus up to four additional tax spreads for each improvement area or zone), utilizing various absorption costs and bond assumptions. Task 5. Prepare Rate and Method of Apportionment and CFD Report Prepare the Rate and Method of Apportionment of special tax, which describes the methodology used to calculate the annual special tax levy for the CFD. Prepare the CFD report, containing descriptions of the proposed public facilities, their estimated costs, projected bonded indebtedness, the anticipated issuance date and projected annual special tax rates. Task 6. Document Review and Preparation Assist the City s financing team members with the preparation of required documents, including the Resolution of Intention, Resolution of Formation, Official Statement and related items. Specifically, the Special Tax Consultant will prepare a Statement of Overlapping Debt for the Official Statement and a Sample Tax Bill. Task 7. Protest Hearing Testify on behalf of the City at the Protest Hearing or other public meeting if required. -2-

5 Task 8. Bond Sizing Assist the City s Finance Team in sizing of the bond issue (e.g., use of increasing debt service, capitalized interest, etc.) to establish an optimal schedule of bond sales to maximize funding capacity and alleviate cash flow constraints Task 9. Special Tax Certificate Special Tax Consultant shall prepare and execute a Special Tax Certificate confirming the adequacy of special taxes to meet debt service requirements for the bond issue. Task 10. Preparation and Recordation of Boundary Map Special Tax Consultant shall prepare the CFD boundary map and record the map with the County Recorder s Office pursuant to the Streets & Highway Code Task 11. Recordation of Special Tax Lien Special Tax Consultant shall record the Special Tax Lien with the County Recorder pursuant to the Streets & Highway Code Task 12. Certification of non-registered voters Special Tax Consultant shall request from the County Registrar of Voters confirmation of registered voters status residing in the boundaries of the CFD (Government Code Section 53322) The work scope for the selected special tax consultant includes the following tasks for annual administration: Task 13. Collect and review development information Special Tax Consultant shall collect and review development information on annual basis until the buildout of the project is complete. Task 14. Prepare annual report Special Tax Consultant shall prepare an annual report and a list of each parcel and special tax for each parcel for the City Council to approve special tax each Fiscal Year. Task 15. Prepare and submit special tax levy Special Tax Consultant shall prepare and submit special tax levy to the County of Los Angeles on or before the deadline for inclusion on the property tax bill for each Fiscal Year. Task 16. Monitor delinquent special taxes Special Tax Consultant shall monitor delinquent special taxes. -3-

6 Task 17. Prepare annual disclosure documents and CDIAC filing Special Tax Consultant shall prepare and distribute annual disclosure documents and annual CDIAC filing. Task 18. Monitor compliance with fiscal agent agreement Special Tax Consultant shall monitor compliance with fiscal agent agreement/trust agreement. Task 19. Respond to taxpayer inquiries Special Tax Consultant shall respond to taxpayers inquiries, establish a website to provide information to taxpayers, and annually update it as needed. -4-

7 Section B GENERAL TERMS AND CONDITIONS PROPOSAL REQUIREMENTS 1. Requirement to Meet All Provisions. Each individual or firm submitting a proposal (bidder) shall meet all of the terms, and conditions of the SOQ specifications package. By virtue of its proposal submittal, the bidder acknowledges agreement with and acceptance of all provisions of the SOQ specifications. 2. Proposal Submittal. Each proposal must be submitted on the form(s) provided in the specifications and accompanied by any other required submittals or supplemental materials. Proposal documents shall be ed to natalie.brill@lacity.org and asarabian@fieldman.com as either a PDF (preferred) or Word document, and posted to the City s Procurement Site, 3. Proof of Insurance. Each proposal must state the firm s existing insurance coverage. 4. Proposal Quotes and Unit Price Extensions. The extensions of unit prices for the quantities indicated and the lump sum prices quoted by the bidder must be entered in figures in the spaces provided on the Proposal Submittal Form(s). Any lump sum bid shall be stated in figures. The Proposal Submittal Form(s) must be totally completed. If the unit price and the total amount stated by any bidder for any item are not in agreement, the unit price alone will be considered as representing the bidder's intention and the proposal total will be corrected to conform to the specified unit price. 5. Submittal of One Proposal Only. No individual or business entity of any kind shall be allowed to make or file, or to be interested in more than one proposal, except an alternative proposal when specifically requested; however, an individual or business entity that has submitted a subproposal to a bidder submitting a proposal, or who has quoted prices on materials to such bidder, is not thereby disqualified from submitting a sub-proposal or from quoting prices to other bidders submitting proposals. 6. Communications. All timely requests for information submitted in writing to Natalie R. Brill and Anna Sarabian at natalie.brill@lacity.org and asarabian@fieldman.com, respectively, will receive a written response. Responses to all questions will be posted on and available to all firms. CONTRACT AWARD AND EXECUTION 1. Proposal Retention and Award. The City reserves the right to retain all proposals for a period of sixty (60) days for examination and comparison. The City also reserves the right to waive non-substantial irregularities in any proposal, to reject any or all proposals, to reject or delete one part of a proposal and accept the other, except to the extent that proposals are qualified by specific limitations. See the special terms and conditions in Section C of these specifications for proposal evaluation and contract award criteria. -5-

8 2. Competency and Responsibility of Bidder. The City reserves full discretion to determine the competence and responsibility, professionally and/or financially, of bidders. Bidders will provide, in a timely manner, all information that the City deems necessary to make such a decision. 3. Contract Requirement. The bidder to whom award is made (Special Tax Consultant) shall execute a written contract with the City within ten (10) calendar days after notice of the award has been sent by mail to it at the address given in its proposal. The contract shall be made in the form adopted by the City. 4. Notice to Firms Regarding the Public Records Act. Proposals made in response to this RFQ may contain data that constitute a trade secret. To protect such data from disclosure, the Proposer should specifically identify the pages of the proposal that contain confidential information by properly marking the applicable pages and inserting the following notice in the front of the proposal: NOTICE The data on the pages of this proposal identified by an asterisk (*) or marked along the margin with a vertical line, contain information which are trade secrets. The proposer requests that such data be used only for the evaluation of its proposal, but understands that disclosure will be made to the extent that the City determines it is required under federal, state, and local law. Proposals containing proprietary information, proprietary paragraphs and/or other trade secret data should be clearly marked as noted above. The Proposer must include one additional unbound copy of the proposal with the confidential material totally blacked out or removed from the text so that one copy is available as public material. In accordance with the California Public Records Act, this information may, upon request, be released to the public. The City assumes no responsibility for disclosure or use of unmarked data for any purposes. In the event properly marked data are requested, the Proposer will be advised of the request and may expeditiously submit to the City a detailed statement indicating the reasons it has for believing that the information is exempt from disclosure under federal, state, and local law. This statement will be used by the City in making its determination as to whether or not disclosure is proper under federal, state, and local law. The City will exercise care in applying this confidentiality standard, but will not be liable for any damage or injury that may result from any disclosure that may occur. The Proposer agrees to assume and pay for all costs incurred by the City, including attorneys fees awarded by a court, if Proposer requests the City to resist disclosure of material provided to the City by the Proposer, and the City does so. The City will resist disclosure only in the event that the City determines the said materials are exempt under federal, state, or local law. Further, should the Proposer request that portions of the proposal remain confidential and not be disclosed, the Proposer s must confirm the commitment to indemnify, defend and hold harmless the City of Los Angeles by including the following statement in the Letter of Transmittal: The Proposer agrees to defend and indemnify the City and its officers, employees, and agents, and hold them harmless from any claim, legal action or liability resulting from -6-

9 any action brought against the City for its refusal to disclose copyrighted material, trade secrets, or other proprietary information to any person making a request therefor. Failure to include such a statement shall constitute a waiver of a Proposer s right to exemption from disclosure. Note that wholesale use of headers/footers bearing designations such as confidential, proprietary, or trade secret on all or nearly all of a proposal is not acceptable, and may be deemed by the City as a waiver of any exemption claim. The identification of exempt information must be more specific. 5. Conflicts of Interest. The Contractor under any Contract resulting from this RFQ will be subject to Section 1090 of the California Government Code. California Government Code Section 1090 governs potential conflicts of interests involving public agencies within the State of California, and the Contractor must comply with the State conflicts laws, including but not limited to Government Code Section 1090, at all times in connection with this Project. In addition to the Contractor itself, officers and employees of the Contractor who perform work for the City pursuant to this Agreement are subject to and shall comply with California Government Code Section 1090 and other State conflicts laws, such as the Political Reform Act, relating to conflicts of interests. The Contractor and Contractor's officers and employees are hereby advised to obtain independent legal counsel in order to fully understand the penalties for violating Government Code Section 1090 and the other State conflicts laws, including criminal prosecution. In brief, Government Code Section 1090 prohibits, among other things, a Contractor from having a financial interest in any contract which results, directly or indirectly, from the services provided by the Contractor. The Contractor and Contractor's parent, subsidiaries, affiliates, officers and employees agree that they will not have any future business or financial interest in any aspect of the Project, other than its work for the City as advisor pursuant to this Agreement. Contractor further agrees that neither it nor its parent, subsidiaries or affiliates, officers or employees will participate in any transaction relating to the Project on behalf of any actual or potential private party. If the Contractor (including its parent, subsidiaries affiliates, officers, and employees) is in a position to receive future employment, business, financial remuneration or other interest or benefit, from a bidder to a subsequent City contract, the Contractor immediately shall inform the City's authorized representative in writing of the circumstances. In addition, If the Contractor, its parent, subsidiary, affiliates, officers or employees is or has been the subject of a discussion of future employment or benefit, or if the Contractor has reason to believe such an arrangement may arise in the future, the Contractor immediately shall inform the City's authorized representative in writing of the circumstances. Finally, if the Contractor has reason to believe that any other situation exists which might be viewed as or give the appearance of a conflict of interest, the Contractor immediately shall inform the City s authorized representative in writing of such situation giving the full details thereof. Execution of an Agreement resulting from this RFQ shall constitute a representation by the Contractor that, at the time of such execution, the Contractor knows of no circumstances, present or anticipated, which come within the provisions of Government Code Section 1090 or which might otherwise be viewed as or give the appearance of a conflict of interest on the part of the -7-

10 Contractor, its parent, subsidiaries, affiliates, officers or employees. 6. Contracting Requirements. Complete and submit the forms described below and as provided in Attachments 1 and 2. Firms selected must comply with these requirements to enter into a contract with the CAO. Copies of some of these forms are available at Show compliance with the requirements of the Standard Provisions for City Contracts and the insurance requirements (see Attachment 2). FORMS WILL NOT COUNT TOWARDS YOUR TOTAL PAGE LIMIT. Affirmative Action Program Americans with Disabilities Act Policy, 42 U.S.C. Section Child Support Ordinance, Los Angeles Administrative Code Section City Ethics Form 50 Bidder Certification City Ethics Form Bidder Contributions, Los Angeles City Charter Section 470(c)(12) Contractor Responsibility Questionnaire Equal Benefits Ordinance, Los Angeles Administrative Code Section First Source Hiring Ordinance Iran Contracting Act of 2010 Living Wage Statutory Exemptions Local Business Certification Affidavit Los Angeles Residence Information Non-Collusion Affidavit, Los Angeles City Charter Section 386 Nondiscrimination, Equal Opportunity Practices Service Contract Worker Retention Ordinance Slavery Disclosure Ordinance Internal Revenue Service W-9 Form City Standard Provisions for City Contracts Insurance Requirements and Minimum Limits -8-

11 Section C SPECIAL TERMS AND CONDITIONS 1. Proposal Content. Your proposal must include the following information: Submittal Forms a. Proposal submittal summary. b. References from at least three agencies for whom you have provided formation and annual administration services. Qualifications Note: For ease of electronic preparation, proposers may prepare their own proposal submittal forms as long as they contain the same information in a similar format. c. Experience of your firm in performing similar services. d. Resumes and responsibilities of the individuals who would be assigned to this project, including any sub-consultants. Work Program e. Description of your approach to completing the work. f. Any alternative approaches, and their relative advantages and disadvantages compared with your proposed approach. g. Any other information that would assist us in making this contract award decision. Compensation h. Proposed compensation and payment schedule tied to accomplishing key tasks. Note: A deposit and reimbursement agreement will be entered into with the developer to pay for the costs of performing this work. However, it is the City s intent that the selected special tax consultant will be hired and paid by the City, and work solely at our direction. Proposal Length and Format i. Proposals should not exceed 15 one-sided, letter-size pages, including attachments and supplemental materials. j. The minimum font size is 11 point, with minimum left and right margins of one-inch, and top and bottom margins of 0.7 inches. k. An electronic copy of the proposal will be submitted, via by the due date, to natalie.brill@lacity.org and asarabian@fieldman.com. Proposals must be submitted as either a PDF (preferred) or Word document. Proposals and forms must also be uploaded to by the due date. -9-

12 2. Proposal Evaluation and Selection. Proposals will be evaluated by a review committee based on the following criteria: a. Quality, clarity and responsiveness of the proposal. b. Understanding of the work required by the City. c. Demonstrated competence and professional qualifications necessary for successfully performing the work required by the City. d. Recent experience in successfully performing similar services. e. Proposed approach in completing the work. f. References. g. Background and related experience of the specific individuals to be assigned to this project. h. Proposed compensation. As reflected above, contract award will not be based solely on proposed compensation, but on a combination of factors as determined to be in the best interest of the City. After evaluating the proposals and discussing them further with the finalists or the tentatively selected Special Tax Consultant, the City reserves the right to further negotiate the proposed work and/or method and amount of compensation. 3. Proposal Review and Award Schedule. The following is an outline of the anticipated schedule for proposal review and contract award: a. Issue RFP April 28, 2017 b. Receive proposals May 12, 2017 c. Complete written proposal evaluation +/- May 19, 2017 d. Award contract May/June Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of the Special Tax Consultant as part of the work or services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 5. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or assembled by the Special Tax Consultant as part of the work or services under these specifications shall be the property of City and shall not be made available to any individual or organization by the Special Tax Consultant without the prior written approval of the City. 6. Attendance at Meetings and Hearings. As part of the work scope and included in the contract price is attendance by the Special Tax Consultant at up to three public meetings to present and discuss its findings and recommendations. The Special Tax Consultant shall attend as many working meetings with staff as necessary in performing work scope tasks. -10-

13 Section D PROPOSAL SUBMITTAL FORM The undersigned declares that she or he has carefully examined the specification, which is hereby made a part of this proposal; is thoroughly familiar with its contents; is authorized to represent the proposing firm; and agrees to perform the specified work for the following cost quoted in full: Special Tax Consultant Services: City of Los Angeles Community Facilities District No. 10 (Highpark) COMPANY FIELDMAN ROLAPP & ASSOCIATES Firm Name and Address FIELDMAN ROLAPP & ASSOCIATES LOS ANGELES, CITY OF CFD NO. 10 (HIGHPARK) OTHER / MISCELLANEOUS Contact Authorized Representative Phone Date Proposed Compensation: $ REFERENCES Number of years engaged in providing the services included within the scope of the specifications under the present business name:. Describe fully the last three contracts performed by your firm that demonstrate your ability to provide the services included in the work scope for formation and annual administration. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. -11-

14 Reference No. 1 Customer Name Contact Individual Telephone & FAX number Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome Reference No. 2 Customer Name Contact Individual Telephone & FAX number Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome Reference No. 3 Customer Name Contact Individual Telephone & FAX number Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome Attachments: Attachment 1 Required City Contracting Forms Attachment 2 City Standard Provisions for City Contracts and Insurance Requirements -12-