THE CITY OF SAN DIEGO April 14, 2015 VIA EMAIL: Christopher Mukai, Managing Director Citigroup Global Markets Inc. Municipal Securities Division 444 3. Flower Street, 27?? ?oor Los Angeles, California 90071 Dear Mr. Mukai: Subject: Underwriting services for the ?nancing of a new Chargers Stadium. Reference: Request for Qualifications No. 10013180-1 J-Z, urnish the City of San Diego with Qualificationsfor Investment Banking Services -- Undenrri'ter Pool Request for Preposals. February 26, 2015, Financing Plan proposal for a new football Stadium in City of San Diego Thank you for your March 12, 2015, response to the City?s subject solicitation. The City has selected your ?rm to assist the City with the development and implementation of a new Chargers Stadium ?nancing plan by serving as the Senior Manager for any future ?nancing(s) that result. Your ?rm has also been selected to serve as Senior Manager and Bookrunner on the ?rst issuance of municipal bonds (?Bonds?) contemplated under the financing plan for a new Chargers Stadium. The core banking team is as identi?ed in your proposal: 0 Day to Day Project Managers: Christopher Mukai and Bill Corrado 0 Lead Underwriter: Jay Wheatley Citi is expected to work closely with the City?s ?nancial and legal team, consisting of Nixon Peabody and other economic consultants, and is expected to take the lead role in the structuring of the Bonds and related stadium revenues. In addition to your firm, the City may select other ?rms to serve in an underwriting syndicate, including co-senior and/or co?manager roles as the scepe and type of ?nancing develops. Please also note that your ?rm?s appointment and underwriting compensation is contingent on the City Council?s approval of the bond purchase agreement for the Bonds, and the requirements listed or referenced through the Request for Quali?cations No. 10013180?11-2. During any ?nancing plan development, City will pay reasonable out of pocket expenses incurred by Citigroup for Mr. Bill Corrado. Purchasing Contracting Department 1200 lhird Avenue, Suite 200 I San Diego, [it 92101 le 1619l 236-6000 in: (619) 236-5904 Page 2 Mr. Christopher Mukai, Managing Director April 14, 2015 Notwithstanding the above, subsequent to the selection, signi?cant changes to the banking team, deterioration in ?rm?s ?nancial condition, mergers, takeovers, bankruptcy ?lings, or other factors could cause the City to reassess your ?rm?s ability to success?rlly serve and support your role on the proposed transaction. Under such conditions, the City, at its sole discretion reserves the right to terminate your appointment as underwriter of the Bonds or as a member of the underwriting pool. Prior to this termination, the City will provide advance notice for making this determination which would include the Speci?c factors leading to the decision. While it is the City?s intent to have you serve as Senior Manager for the Bonds, your engagement as underwriter of the Bonds is preliminary, nonbonding and may be terminated at any time by the City. The City is not obligated or committed to approve any project or ?nancing related to the Charger's Stadium at this time. The provisional award requirements requested below must be submitted to the City of San Diego Purchasing Contracting Department. Please note that the required documents must be prepared in the manner speci?ed in Attachment 2, and received by the Insurance Coordinator, City of San Diego, Purchasing Contracting Department, 1200 Third Avenue, Suite 200, San Diego, CA 92101-4195, no later than April 15. 2015. A sample certi?cate of liability insurance has also been enclosed for your reference. If you have any questions regarding insurance and/or business tax requirements, please call the Insurance Coordinator at (619) 236? 6254. PROVISIONAL AWARD REQUIREMENTS: Shall be in accordance with the Section titled ?Selection and Award from the Pool? on page 27 of the Request for Quali?cations No. 10013 I 80?1 1- Z, which incorporates the speci?c requirements by reference at: 1-2, and are highlighted below. 1. Commercial General Liability is required and must be for a minimum of $1,000,000.00 Each Occurrence 2. Automobile Liability insurance coverage is required and must be for a minimum of $1,000,000.00 CSL 3. Workers? Compensation policy is required and must contain a waiver of subrogation of rights against the City of San Diego 4. Professional Liability coverage is required and must be for a minimum of $5,000,000.00 (?ve million) per occurrence, covering the risk of errors and omissions, negligent acts and costs of claims/litigation, including investigation and court costs 5. A Taxpayer Identi?cation number (W-9) form is required, as specified in General Provisions for proposals dated January 18, 2005 6. A signed Equal Bene?ts Ordinance Certi?cation of Compliance is required. Contractors must certify they will provide and maintain equal bene?ts as outlined in SDMC 22.4302. Page 3 Mr. ChristOpher Mukai, Managing Director April 14, 2015 EEO requirements are posted on the City?s website at or can be requested from the Equal Bene?ts Program at (619) 533-3948 7. A San Diego business tax license certi?cate is required. Any ?rm engaged in doing business in the City of San Diego is required to obtain a Business Tax Certi?cate. Visit for instructions If itigroup Global Markets Inc. agrees to be Senior Manager for the underwriting of the Bonds and stadium ?nancing and provide the services as explained, please acknowledge by signing below. In addition. the City requires that your ?rm sign a con?dentiality agreement upon appointment. Please acknowledge the enclosed con?dentially requirement (Attachment 1) and return a signed capy to the City. Please e-mail Ms. Veronica Ford, Procurement Specialist, a copy of your signed response and con?dentiality agreement (excluding insurance) at VMFord?sandieggnov by 5:00pm RT. on Wednesday, April 15, 2015. Please mail the signed hard copy to Ms. Ford?s attention to Purchasing Contracting Department, I200 Third Avenue. Suite 200, San Diego, CA 92l0l-4l95. Please contact Ms. Ford at (619) 236-6032 or at the e-mail address above if you have any questions. Attachments cc: Veronica Ford, Procurement Specialist Scott Chadwick, Chief Operating Of?cer Mary Lewis, Chief Financial Officer Lakshmi Kommi, Debt Management Director Kandace Soto, Insurance Coordinator ?The undersigned agrees to serve as the Senior Manager for the above referenced ?nancing.? Citigroztp al Market nc: Signature C/Mti log/v 4? Print Name Date Attachment 1 Underwriter?s Con?dentiality Agreement The Underwriter acknowledges, represents, and warrants to the City that in connection with the preparation for the offering and sale of the bonds, the Underwriter, its agents, employees, and counsel involved in the offering have been and will be provided non-public information by or on behalf of the City, including but not limited to drafts of the Preliminary Of?cial Statement and Of?cial Statement; the Underwriter, its agents, employees and counsel involved in the offering have been and will be provided such information for the purpose of the offering and sale of bonds and not for any other purpose; and the Preliminary Of?cial Statement and Of?cial Statement, and any supplements or amendments thereto in accordance with the provisions of the Bond Purchase Agreement constitute the only documents authorized by the City for dissemination of such information. The Underwriter covenants and agrees to protect and maintain the con?dentiality of such information and to take appropriate steps to assure that its agents, employees, and counsel involved in the offering will not make use of such information for any purpose other than the offer and sale of the bonds. Notwithstanding the preceding two paragraphs, the Underwriter has the right to use or to disclose any information: which is, at the time ofdisclosure, generally known or available to the public (other than as a result of a breach of this Agreement); (ii) which becomes, at a later date, generally known or available to the public through no fault of the Underwriter and then only alter said later date; which is disclosed to the Underwriter in good faith by a third party who, to the Underwriter?s knowledge, has an independent right to such information and is under no known obligation not to disclose it to the Underwriter; (iv) which is possessed by the Underwriter, as evidenced by such Underwriter?s written or other tangible evidence, before receipt thereof from the City; to the extent expressly required by any governmental, judicial, supervisory or regulatory authorities pursuant to federal or state law, subpoena or similar legislative, administrative orjudicial process or to the extent required, as determined by the Underwriter or its counsel, to establish a defense for the Underwriter in such legislative, administrative, arbitration orjudicial proceeding; (vi) in connection with the offering and sale of the bonds if the Underwriter or its counsel determines that con?dential information is material (within the meaning of the federal securities laws) and therefore must be disclosed in connection with the offering and sale of the bonds, provided, that the Underwriter shall provide prior notice thereof to the City (to the extent permitted by law); or (vii) the use of which is consented to by the express prior written consent of the City. This con?dentiality agreement shall terminate two years from the date set forth below. The undersigned agrees to the con?dentiality agreement as stated above: Signature La 441171034 at ?ak/h. Print Name Date Attachment 2 CITY OF SAN DIEGO PURCHASING CONTRACTING DEPARTMENT INSURANCE REQUIREMENTS ANY QUESTIONS Psnramnco To THIS Norm SHOULD BE DIRECTED TO THE brsumutcE Continuum. PHONE: (619) 236-6254 6 Ema-1115 (619)533-6115 9 E-MAE. P.4.CVendonnsmance@sandrego go? fowuno?fn?r RE n13 ToYorIsst -, Renter-?Ratlifme humane}: Gem'ch 4 . The ccm?core must be prepared pursuant to tire listed below. Failure to month with those requirements in timelr manner moyjeopardiw the mrewal tractor continuation oftiu?s l. The FULL name of the Compan?s) a?'ording coverage must be named on the certi?cate of insurance. Insurance selected MUST be authorized to do business in the State of California and rated or better by the AM. Best Key Rating Guide. A Service of Suit Clause must be furnished in the event a Company is a Surplus Lines Company Commercial General Liability insurance should be written on an ISO Occurrence form equivalent form. There shall be no endorsement or modi?cation of the C61. limiting the scope of coverage for either insured vs insured claims or contractual liability. The CGI. policy shall include wording that the policy is Priner and NomConn'ibutor-y- Commercial Automobile Liability shall be written on an ISO form CA 00 01 12 90, a later version of this form, or an equivalent form. Insurance certi?cate shall re?ect coverage for any auto. Id '4 The City of San Diego must be named as additional insured on Commercial General Liability and Automobile Liability coverage. (A speci?c City department shall not be named.) The City requires Contractors to submit; (1) an ACORD certi?cate with Additional Insured Endorsement naming the ?City of San Diego, its respective elected o?icials, o?icers, employees, agents and representatives" as an additional insured, (2) a separate Additional Insured Endorsement page (CG 2010, CG 2026, or equivalent) also listing the ?City of San Diego, its respective elected of?cials, of?cers, employees. agents and representatives? as an additional insured. The Worker's Compensation policy must be accompanied by an endorsement for the Waiter of Snbrogation of rights against the ?City of San Diego, its respective elected officials, of?cers. employees. agents and representatives The authorized Insurance Agency Representative's original signature is required A notation of ?All Operations" or the Number andfor Job Title must be included on the certi?cate (one (1) per certi?cate) (Note: The ?All Operations? endorsement covers all current and future operations with the City of San Dre go Minimum coverage must be in accordance with bid or contract speci?cations 8 Certi?cate holder information must read as follows: City of San Diego. Pluthasmg i5: Contracting Department 1200 Third Avenue, Suite 200 San Diego, CA 92101-4195 ALL said insurance shall be maintained by tho arm-actor and e?'cct during the WIRE PERIOD OF PERF under the agreement Reno-Ital ccm?coter must be received by the Insurance Coordinator, r'ty ofSan Dingo Purchasing Contracting Department, 1200 Thirst-1w, Ste 300, San Diego, C14 921 ill-41.95 prior to the mpimn'on data order to ensure con?rmation of contracts. unionist. m) RENEWAL cm?rcitns?s?ilii'hi Ea Linen TO rim-ma?awringing?; a} rim i9 . IF 1:33an TO PROVIDE E-MAIL on my mass MAIL carcass. TO CERTIFICATE HOLDER spams.