HomeMy WebLinkAboutStudy Session Agenda Packet 02-07-2017
MARANA TOWN COUNCIL
STUDY SESSION
NOTICE AND AGENDA
11555 W. Civic Center Drive, Marana, Arizona 85653
Council Chambers, February 7, 2017, at or after 5:30 PM
Ed Honea, Mayor
Jon Post, Vice Mayor
David Bowen, Council Member
Patti Comerford, Council Member
Herb Kai, Council Member
Carol McGorray, Council Member
Roxanne Ziegler, Council Member
Pursuant to A.R.S. § 38-431.02, notice is hereby given to the members of the Marana Town
Council and to the general public that the Town Council will hold a meeting open to the public on
February 7, 2017, at or after 5:30 PM located in the Council Chambers of the Marana Municipal
Complex, 11555 W. Civic Center Drive, Marana, Arizona.
ACTION MAY BE TAKEN BY THE COUNCIL ON ANY ITEM LISTED ON THIS AGENDA.
Revisions to the agenda can occur up to 24 hours prior to the meeting. Revised agenda items
appear in italics.
The Council Chambers are wheelchair and handicapped accessible. Persons with a disability may
request a reasonable accommodation, such as a sign language interpreter, by contacting the Town
Clerk at (520) 382-1999. Requests should be made as early as possible to arrange the
accommodation.
This Notice and Agenda posted no later than Monday, February 6, 2017, 5:30 PM, at the Marana
Municipal Complex, 11555 W. Civic Center Drive, the Marana Operations Center, 5100 W. Ina
Road, and at www.maranaaz.gov under Agendas and Minutes.
CALL TO ORDER AND ROLL CALL
PLEDGE OF ALLEGIANCE/INVOCATION/MOMENT OF SILENCE
APPROVAL OF AGENDA
Marana Council Study Session 02/07/2017 Page 1 of 4
CALL TO THE PUBLIC
At this time any member of the public is allowed to address the Town Council on any issue
within the jurisdiction of the Town Council, except for items scheduled for a Public Hearing
at this meeting. The speaker may have up to three minutes to speak. Any persons wishing to
address the Council must complete a speaker card located outside the Council Chambers
and deliver it to the Town Clerk prior to the commencement of the meeting. Individuals
addressing a meeting at the Call to the Public will not be provided with electronic
technology capabilities beyond the existing voice amplification and recording capabilities in
the facilities. Pursuant to the Arizona Open Meeting Law, at the conclusion of Call to the
Public, individual members of the Council may respond to criticism made by those who
have addressed the Council, and may ask staff to review the matter, or may ask that the
matter be placed on a future agenda.
DISCUSSION/DIRECTION/POSSIBLE ACTION
D1 Relating to Utilities; update regarding the Marana Water Reclamation Facility
expansion and recharge facility construction, and discussion and possible direction
regarding related financing plan options and overall budgetary impact (John Kmiec
and Erik Montague)
EXECUTIVE SESSIONS
Pursuant to A.R.S. § 38-431.03, the Town Council may vote to go into executive session,
which will not be open to the public, to discuss certain matters.
E1 Executive Session pursuant to A.R.S. §38-431.03 (A)(3), Council may ask for
discussion or consultation for legal advice with the Town Attorney concerning any
matter listed on this agenda.
FUTURE AGENDA ITEMS
Notwithstanding the mayor’s discretion regarding the items to be placed on the agenda, if
three or more Council members request that an item be placed on the agenda, it must be
placed on the agenda for the second regular Town Council meeting after the date of the
request, pursuant to Marana Town Code Section 2-4-2(B).
ADJOURNMENT
Marana Council Study Session 02/07/2017 Page 2 of 4
Council-Study Session D1
Meeting Date:02/07/2017
To:Mayor and Council
From:Erik Montague, Finance Director
Date:February 7, 2017
Strategic Plan Focus Area:
Commerce, Community, Progress & Innovation
Subject:Relating to Utilities; update regarding the Marana Water Reclamation Facility
expansion and recharge facility construction, and discussion and possible direction
regarding related financing plan options and overall budgetary impact (John Kmiec and
Erik Montague)
Discussion:
On March 15, 2016, staff presented information to Council on the results of the Marana Water
Reclamation Treatment Plant Master Plan. During this presentation, staff outlined four treatment
approaches for future plant expansion. Based on the preferred treatment approach of conventional
activated sludge, Council directed staff to move forward with expansion plans to take the plant
from its current capacity to 1.5M gallons per day in treatment capacity. Following the meeting,
staff immediately began the steps required to implement the preferred approach.
The purpose of tonight's study session is to provide Council with an update on the Water
Reclamation Facility (WRF) Expansion project, Recharge Facility project as well as a financing
structure for the WRF Expansion project. Stifel, Nicolaus & Company, Inc. will serve as
underwriter on the bond transaction and Mr. Mark Reader, Managing Director, will be present this
evening to discuss financing options.
Financial Impact:
Fiscal Year:2017 and 2018
Budgeted Y/N:Y
Amount:$22-24M
Staff Recommendation:
Presentation only.
Marana Council Study Session 02/07/2017 Page 3 of 4
Presentation only.
Suggested Motion:
Council's pleasure.
Attachments
No file(s) attached.
Marana Council Study Session 02/07/2017 Page 4 of 4
MARANA WATER RECLAIMATION
FACILITY EXPANSION AND
RECHARGE FACILITY
John Kmiec, Director of Water
Erik Montague, Finance Director
February 7, 2017
Study Session
1
FACILITY EXPANSION AND
RECHARGE PROJECT
UPDATE
John Kmiec
2
CURRENT PLANT UPDATE
3
0.00
0.10
0.20
0.30
0.40
0.50
0.60
JanuaryMarchMayJulySeptemberNovemberJanuaryMarchMayJulySeptemberNovemberJanuaryMarchMayJulySeptemberNovemberJanuaryMarchMayJulySeptemberNovemberJanuaryMarchMayJulySeptemberNovember2014 2015 2016 2017 2018Flow (MGD) Marana WRF Capacity vs. Projected Growth v.2
Average Influent Flow (MGD)
Total Estimated Influent @ 187.2 gpd/edu (MGD)
Total Estimated Influent @ 141 gpd/edu (MGD)
PLANT EXPANSION AND
RECHARGE PROJECT OVERVIEW
•Increasing capacity from 0.5
MGD TO 1.5 MGD to
accommodate current and
future growth
•Moving from Biolac to
Conventional Activated
Sludge
•Estimated costs of ~$22-
24M
•Construction forecasted to
begin in April 2017
•Estimated completion of
April/May 2018
4
•Allows the accrual of
additional water credits
and enhance its overall
water portfolio
•Estimated cost of ~$2.1M
•Construction forecasted
to begin in April 2017
•Estimated completion of
September 2017
PLANT PHASE 1 EXPANSION RECHARGE FACILITY
DESIGN STATUS
•60% design
•Estimated completion of
100% design of March
2017
5
•100% design
PLANT PHASE 1 EXPANSION RECHARGE FACILITY
PLANT EXPANSION – SITE PLAN
6
RECHARGE FACILITY – SITE
PLAN
7
CONSTRUCTION MANAGER AT
RISK (CMAR)
•Long lead items
•Rammed aggregate piers
•Process equipment
•Aeration basins equipment
•Secondary clarifiers
equipment
•Dewatering equipment
•Non-potable water system
•Cost of ~$4.2M
8
•Site work
•Yard piping
•Aeration basin & clarifiers
•Influent pump station
•Headworks
•Activated sludge pump
•Sludge storage tanks
•Electrical & Instrumentation
•Maintenance building
•Cost estimate of ~$18.9M
GMP 1 GMP 2 (Not negotiated)
Based on PCL’s 60% cost model
2016 DESIGN ESTIMATES VS.
2017 CONSTRUCTION ESTIMATES
9
Variables
•Concrete Costs
•Local Labor Shortage
•Accelerated Schedule
•Procurement Method
•Site Stabilization
VALUE OF WATER
CAGRD ANNUAL INCREASE
10
Annual Increases at 1% Annual Increases at 5% Annual Increases at 7.5%
Year
Recharged
AFY
CAGRD
$/AF
Annual Cost for
CAGRD
CAGRD
$/AF
Annual Cost
for CAGRD
CAGRD
$/AF
Annual Cost
for CAGRD
1 2018 434.2 $751 $326,084 $751 $326,084 $751 $326,084
2 2019 645.9 759 490,238 789 509,615 807 521,241
3 2020 713.0 767 546,871 828 590,364 868 618,884
4 2021 772.6 775 598,765 869 671,389 933 720,836
5 2022 832.2 783 651,613 912 758,966 1,003 834,697
6 2023 891.7 791 705,335 958 854,249 1,078 961,253
7 2024 951.3 799 760,089 1,006 957,008 1,159 1,102,557
8 2025 1,010.9 807 815,796 1,056 1,067,510 1,246 1,259,581
9 2026 1,099.3 815 895,930 1,109 1,219,124 1,339 1,471,963
10 2027 1,187.6 823 977,395 1,164 1,382,366 1,439 1,708,956
11 2028 1,275.9 831 1,060,273 1,222 1,559,150 1,547 1,973,817
12 2029 1,364.2 839 1,144,564 1,283 1,750,269 1,663 2,268,665
13 2030 1,452.5 847 1,230,268 1,347 1,956,518 1,788 2,597,070
14 2031 1,540.9 855 1,317,470 1,414 2,178,833 1,922 2,961,610
15 2032 1,629.2 864 1,407,629 1,485 2,419,362 2,066 3,365,927
16 2033 1,717.5 873 1,499,378 1,559 2,677,583 2,221 3,814,568
17 2034 1,805.8 882 1,592,716 1,637 2,956,095 2,388 4,312,250
18 2035 1,894.2 891 1,687,732 1,719 3,256,130 2,567 4,862,411
19 2036 1,982.5 900 1,784,250 1,805 3,578,413 2,760 5,471,700
20 2037 2,070.8 909 1,882,357 1,895 3,924,166 2,967 6,144,064
Total 25,272.2 $21,374,753 $34,593,194 $47,298,134
FACILITY FINANCING
Erik Montague
11
FINANCING – GOALS
•Provide funding adequate to acquire or
construct project(s) within timeframes
•Structure debt service payments to maximize
use of system rates and impact fees, where
appropriate
•Minimize financial exposure to General Fund
•Mitigate impacts to Town’s overall credit
rating and capacity to fund other projects
12
FINANCING – CURRENT PLANT
13
Who Pays Fee?
New customers within
wastewater service area
Who Pays Fee?
New customers within
water service area
SOURCE OF DEBT SERVICE REPAYMENT
50% From
Water Renewable
Resource Fee
Current = $1,771/Unit
50% From
Wastewater Impact Fee
Current=$4,241/Unit
•Purchased (closed on settlement agreement) in
June 2013
•Debt service structured to maximize use of system
rates and impact fees, where appropriate
•Excise tax pledged debt with General Fund
backstop
EXPECTED AND ACTUAL
RESULTS
14
Column 1 Column 2 Column 3 Column 4 Column 5 Column 6
Fiscal Year
Expected
EDU
(Dec 2011)
Fiscal Year
EDU Actual
Actual
Collections by
Fiscal Year
WW Debt
(50%)
Running
Balance
2012 100 146 $279,868 $279,868
2013 100 164 683,348 963,216
2014 100 125 596,948 1,560,164
2015 125 156 699,771 2,259,935
2016 150 162 784,997 $903,863 2,141,069
2017 175 210¹ 888,998 904,763 $2,125,304
2018 200 385¹ 904,963
2019 225 - 904,463
2020 250 - 905,275
2021 250 - 903,575
2022 - 906,175
2023 - 905,375
2024 - 903,375
2025 - 905,125
2026 - 905,375
TOTAL 1,675 1,384 $3,933,930 $9,952,327
Note 1 – Amounts for 2017 are projected and 2018 are budgeted
GROWTH ASSUMPTIONS
15
Column 1 Column 2 Column 3 Column 4
Fiscal Year
Growth
Assumptions
Impact Fee 2014
IIP (EDU's)
Growth
Assumptions WW
Master Plan 2014
(EDU's)
Growth
Estimates
WW 2017
Update (EDU's)
2012
2013
2014 200
2015 200
2016 272 300
2017 404 325 281
2018 416 350 281
2019 489 400 281
2020 561 425 281
2021 633 450 281
2022 705 460 350
2023 777 475 350
2024 485 350
2025 525 350
2026 350
TOTAL 4,657 4,195 3,155
% Change from 2014 IIP (10yrs) -10% -36%
FINANCING – EXPANSION
•Goal to maximize use of system rates
and impact fees, where appropriate
•Projected impact fee revenue based
on:
–Updated, preliminary growth numbers
–Current impact fee rates
•The following may be required to
achieve financing objectives
–Use of estimated savings from the
2008A bond refunding (Scenario 1)
–Additional initial infusion of cash
(Scenario 2)
•Slower growth increases General Fund
exposure
16
SOURCES OF FUNDING
Current Wastewater
Impact Fee
Up to $12M
Other Sources Including,
Updated Wastewater Impact
Fee, Rates, General Fund
Up to $9M
2008 MMPC REFUNDING
AND SCENARIOS 1 & 2
Mark Reader, Managing Director, Stifel
17
OUTSTANDING MMPC BONDS
18
MUNICIPAL TAX-EXEMPT
INTEREST RATES
19
2.50
3.00
3.50
4.00
4.50
5.00
5.50
6.00
6.50
Jan-97 Jan-99 Jan-01 Jan-03 Jan-05 Jan-07 Jan-09 Jan-11 Jan-13 Jan-15 Jan-17Yield (%)
REFUNDING SAVINGS –
SCENARIO 1 (DSRF CONTRIBUTED TO REFUNDING)
20
REFUNDING SAVINGS –
SCENARIO 2 (DSRF CONTRIBUTED TO WRF)
21
PROJECTED REVENUES
22
Source: Town of Marana
$1.2 $1.2 $1.2 $1.2 $1.2
$1.5 $1.5 $1.5 $1.5 $1.5 $1.5 $1.5 $1.5 $1.6 $1.6 $1.6 $1.6 $1.6 $1.6 $1.5
$1.0 $1.0 $1.0 $1.0 $1.0
$1.2 $1.2 $1.2 $1.2 $1.2 $1.2 $1.2 $1.2 $1.3 $1.3 $1.3 $1.3 $1.3 $1.3
$1.2
$0.0
$0.5
$1.0
$1.5
$2.0
$2.5
$3.0
$ millionsWastewater System and Water Resource EDU Revenues
WW EDU WA EDU
PRELIMINARY SOURCES AND
USES OF FUNDS
23
SCENARIO 1
Excise Tax Excise Tax
Sources:
Revenue Bonds Refunding Bonds
Series 2017 Series 2017 Total
Par Amount $22,970,000 $17,625,000 $40,595,000
Original Issue Discount -180,193 0 -180,193
Premium 640,445 2,105,766 2,746,211
$23,430,252 $19,730,766 $43,161,019
Debt Service Reserve Fund $0 $3,393,300 $3,393,300
Debt Service Fund 1,311,269 1,311,269
$23,430,252 $24,435,335 $47,865,587
Excise Tax Excise Tax
Uses:
Revenue Bonds Refunding Bonds
Series 2017 Series 2017 Total
Project Fund $23,107,380 $0 $23,107,380
Refunding Escrow 0 24,208,896 24,208,896
Cost of Issuance 125,000 75,000 200,000
Underwriter's Discount 195,245 149,813 345,058
Additional Proceeds 2,627 1,627 4,254
$23,430,252 $24,435,335 $47,865,587
SCENARIO 2
Excise Tax Excise Tax
Sources:
Revenue Bonds Refunding Bonds
Series 2017 Series 2017 Total
Par Amount $20,000,000 $20,595,000 $40,595,000
Original Issue Discount -180,422 0 -180,422
Premium 193,717 2,552,990 2,746,706
$20,013,295 $23,147,990 $43,161,284
Debt Service Reserve Fund $3,393,300 $0 $3,393,300
Debt Service Fund 1,311,269 1,311,269
$23,406,595 $24,459,259 $47,865,853
Excise Tax Excise Tax
Uses:
Revenue Bonds Refunding Bonds
Series 2017 Series 2017 Total
Project Fund $23,107,380 $0 $23,107,380
Refunding Escrow 0 24,208,896 24,208,896
Cost of Issuance 125,000 75,000 200,000
Underwriter's Discount 170,000 175,058 345,058
Additional Proceeds 4,215 305 4,520
$23,406,595 $24,459,259 $47,865,853
CASH FLOW MODEL –
SCENARIO 1 ($22,970,000 NEW MONEY)
24
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10)
2013 Total 2017
Debt Service Estimated Combined Estimated Refunding Surplus or
Fiscal Total EDU (Wastewater Principal Estimated Total Debt Surplus or Cash Flow Shortfall
Year Revenues (b) Only) (July 1) Interest (b) Debt Service Service Shortfall Savings After Refunding
2016/17 $2,164,000 $1,809,525 $0 $0 $0 $1,809,525 $354,475 $0 $354,475
2017/18 2,164,000 1,809,925 0 1,092,950 1,092,950 2,902,875 (738,875) 750,022 11,147
2018/19 2,164,000 1,808,925 0 939,050 939,050 2,747,975 (583,975) 594,863 10,888
2019/20 2,164,000 1,810,550 0 939,050 939,050 2,749,600 (585,600) 597,838 12,238
2020/21 2,164,000 1,807,150 0 939,050 939,050 2,746,200 (582,200) 592,888 10,688
2021/22 2,674,462 1,812,350 400,000 939,050 1,339,050 3,151,400 (476,938) 487,794 10,856
2022/23 2,674,462 1,810,750 420,000 923,050 1,343,050 3,153,800 (479,338) 491,038 11,700
2023/24 2,676,233 1,806,750 440,000 906,250 1,346,250 3,153,000 (476,767) 491,169 14,402
2024/25 2,676,233 1,810,250 455,000 888,650 1,343,650 3,153,900 (477,667) 489,500 11,833
2025/26 2,676,233 1,810,750 475,000 865,900 1,340,900 3,151,650 (475,417) 492,000 16,583
2026/27 2,685,088 1,808,250 510,000 842,150 1,352,150 3,160,400 (475,312) 488,000 12,688
2027/28 2,739,569 1,807,750 585,000 816,650 1,401,650 3,209,400 (469,831) 487,875 18,044
2028/29 2,792,279 1,809,000 185,000 787,400 972,400 2,781,400 10,879 10,879
2029/30 2,831,194 1,811,200 225,000 780,000 1,005,000 2,816,200 14,994 14,994
2030/31 2,891,687 1,806,000 300,000 771,000 1,071,000 2,877,000 14,687 14,687
2031/32 2,922,819 1,808,000 345,000 759,000 1,104,000 2,912,000 10,819 10,819
2032/33 2,915,036 1,806,000 350,000 745,200 1,095,200 2,901,200 13,836 13,836
2033/34 2,907,253 2,160,000 731,200 2,891,200 2,891,200 16,053 16,053
2034/35 2,899,470 2,240,000 644,800 2,884,800 2,884,800 14,670 14,670
2035/36 2,663,510 2,095,000 555,200 2,650,200 2,650,200 13,310 13,310
2036/37 2,663,510 2,175,000 471,400 2,646,400 2,646,400 17,110 17,110
2037/38 2,663,510 2,265,000 384,400 2,649,400 2,649,400 14,110 14,110
2038/39 2,663,510 2,350,000 293,800 2,643,800 2,643,800 19,710 19,710
2039/40 2,663,510 2,450,000 199,800 2,649,800 2,649,800 13,710 13,710
2040/41 2,663,510 2,545,000 101,800 2,646,800 2,646,800 16,710 16,710
$30,753,125 $22,970,000 $17,316,800 $40,286,800 $68,393,125
CASH FLOW MODEL –
SCENARIO 2 ($20,000,000 NEW MONEY)
25
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10)
2013 Total 2017
Debt Service Estimated Combined Estimated Refunding Surplus or
Fiscal Total EDU (Wastewater Principal Estimated Total Debt Surplus or Cash Flow Shortfall
Year Revenues (b) Only) (July 1) Interest (b) Debt Service Service Shortfall Savings After Refunding
2016/17 $2,164,000 $1,809,525 $0 $0 $0 $1,809,525 $354,475 $0 $354,475
2017/18 2,164,000 1,809,925 0 933,672 933,672 2,743,597 (579,597) 595,453 15,856
2018/19 2,164,000 1,808,925 0 802,200 802,200 2,611,125 (447,125) 462,613 15,488
2019/20 2,164,000 1,810,550 0 802,200 802,200 2,612,750 (448,750) 465,438 16,688
2020/21 2,164,000 1,807,150 0 802,200 802,200 2,609,350 (445,350) 460,338 14,988
2021/22 2,674,462 1,812,350 20,000 802,200 822,200 2,634,550 39,912 (24,956) 14,956
2022/23 2,674,462 1,810,750 30,000 801,400 831,400 2,642,150 32,312 (21,713) 10,600
2023/24 2,676,233 1,806,750 30,000 800,200 830,200 2,636,950 39,283 (25,981) 13,302
2024/25 2,676,233 1,810,250 35,000 799,000 834,000 2,644,250 31,983 (21,250) 10,733
2025/26 2,676,233 1,810,750 35,000 797,250 832,250 2,643,000 33,233 (22,750) 10,483
2026/27 2,685,088 1,808,250 45,000 795,500 840,500 2,648,750 36,338 (24,500) 11,838
2027/28 2,739,569 1,807,750 105,000 793,250 898,250 2,706,000 33,569 (21,375) 12,194
2028/29 2,792,279 1,809,000 185,000 788,000 973,000 2,782,000 10,279 10,279
2029/30 2,831,194 1,811,200 225,000 780,600 1,005,600 2,816,800 14,394 14,394
2030/31 2,891,687 1,806,000 300,000 771,600 1,071,600 2,877,600 14,087 14,087
2031/32 2,922,819 1,808,000 340,000 759,600 1,099,600 2,907,600 15,219 15,219
2032/33 2,915,036 1,806,000 350,000 746,000 1,096,000 2,902,000 13,036 13,036
2033/34 2,907,253 2,165,000 732,000 2,897,000 2,897,000 10,253 10,253
2034/35 2,899,470 2,240,000 645,400 2,885,400 2,885,400 14,070 14,070
2035/36 2,663,510 2,095,000 555,800 2,650,800 2,650,800 12,710 12,710
2036/37 2,663,510 2,180,000 472,000 2,652,000 2,652,000 11,510 11,510
2037/38 2,663,510 2,265,000 384,800 2,649,800 2,649,800 13,710 13,710
2038/39 2,663,510 2,355,000 294,200 2,649,200 2,649,200 14,310 14,310
2039/40 2,663,510 2,450,000 200,000 2,650,000 2,650,000 13,510 13,510
2040/41 2,663,510 2,550,000 102,000 2,652,000 2,652,000 11,510 11,510
$30,753,125 $20,000,000 $16,161,072 $36,161,072 $64,262,197
PRELIMINARY FINANCING
CALENDAR AND CLOSING DATE
26
February 7 Study Session
March 7 Town Council adopts Resolution to authorize the issuance of bonds
March 13 Credit rating finalized
Week of March 20 Obligations sale (underwriting)
Week of April 3 Close obligation issue
S M T W TH F S
1 2 3 4
5 6 7 8 9 10 11
12 13 14 15 16 17 18
19 20 21 22 23 24 25
26 27 28
February 2017
S M T W TH F S
1 2 3 4
5 6 7 8 9 10 11
12 13 14 15 16 17 18
19 20 21 22 23 24 25
26 27 28 29 30 31
March 2017
S M T W TH F S
1
2 3 4 5 6 7 8
9 10 11 12 13 14 15
16 17 18 19 20 21 22
23 24 25 26 27 28 29
30
April 2017
STIFEL DISCLAIMER
27
Stifel, Nicolaus & Company, Incorporated (“Stifel”) has been engaged or appointed to serve as an underwriter or placement agent with
respect to a particular issuance of municipal securities to which the attached material relates and Stifel is providing all information and
advice contained in the attached material in its capacity as underwriter or placement agent for that particular issuance. As outlined in the
SEC’s Municipal Advisor Rule, Stifel has not acted, and will not act, as your municipal advisor with respect to the issuance of the
municipal securities that is the subject to the engagement.
Stifel is providing information and is declaring to the proposed municipal issuer that it has done so within the regulatory framework of
MSRB Rule G-23 as an underwriter (by definition also including the role of placement agent) and not as a financial advisor, as defined
therein, with respect to the referenced proposed issuance of municipal securities. The primary role of Stifel, as an underwriter, is to
purchase securities for resale to investors in an arm’s-length commercial transaction. Serving in the role of underwriter, Stifel has
financial and other interests that differ from those of the issuer. The issuer should consult with its own financial and/or municipal, legal,
accounting, tax and other advisors, as applicable, to the extent it deems appropriate.
These materials have been prepared by Stifel for the client or potential client to whom such materials are directly addressed and delivered
for discussion purposes only. All terms and conditions are subject to further discussion and negotiation. Stifel does not express any
view as to whether financing options presented in these materials are achievable or will be available at the time of any contemplated
transaction. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by
Stifel to provide or arrange any financing for any transaction or to purchase any security in connection therewith and may not relied
upon as an indication that such an offer will be provided in the future. Where indicated, this presentation may contain information
derived from sources other than Stifel. While we believe such information to be accurate and complete, Stifel does not guarantee the
accuracy of this information. This material is based on information currently available to Stifel or its sources and is subject to change
without notice. Stifel does not provide accounting, tax or legal advice; however, you should be aware that any proposed indicative
transaction could have accounting, tax, legal or other implications that should be discussed with your advisors and /or counsel as you
deem appropriate.
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