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HomeMy WebLinkAbout4.11 CSG Advisors FinAnaly CI'TY CLERK AGENDA STATEMENT CITY COUNCIL MEETING DATE: March Z8, 2003 SUBJECT: Agreement with CSG Advisors, Incorporated for the provision of detailed financial analysis of prospective housing projects as assigned by Staff. Report prepared by: Julia Abdala, Housing Specialist ATTACHMENTS: 1) Resolution Approving Agreement with CS G Advisors, Incorporated 2) Consultant Agreement 3) Proposal provided by CSG Advisors, Incorporated RECOMMENDATION:_/.,' 1) Receive Staff Report 2) Adopt a Resolution approving a Consulting Agreement with ~t/ CSG Advisors, Incorporated 2) Authorize the Community Development Director to execute the agreement on behalf of the City. FINANCIAL STATEMENT: To be funded through private developer's deposit DESCRIPTION: On February 18, 2003 the City Council directed Staff to evaluate a request for provision of 626 affordable units as part of a larger 928 unit project on 25 acres immediately east of the Area G, the Toll Brothers "The Villages" condominiums. This project would concentrate all the required the affordable units for the Dublin Ranch onto this site. The project would provide more units than is required by the Inclusionary Ordinance. The developer is also requesting financing from the City of Dublin's Affordable Housing Fund. To evaluate the financial feasibility as well as benefits and costs to the City, it is necessary to retain the services of a consultant familiar with private-activity tax- exempt bond financing as well as other complicated financing available for the development of affordable housing. The consultant will assist Staff and the City Council in the analysis of this project. CSG Advisors, Incorporated, specializes in assisting public organizations in both understanding and evaluating complicated financial schemes used to finance mixed-income projects. This firm, with an office in San Francisco, has evaluated and assisted in negotiations with various cities throughout the United States. Included in CSG's work has been negotiation for an Assisted-Living Senior Housing complex in Livermore, bond-financed projects in Hayward, Ontario and assisting the City of Anaheim in complex negotiations with Disney Corporation. Reference checks with the City of Livermore, Hayward and Ontario have demonstrated a strong and enthusiastic recommendation of the firm. COPIES TO: Consultants In House Distributio4~l~ G:housing/cc sr Contract CSG ITEM NO. Staff recommends that the City Council approve the attached agreement with CSG Advisors, Incorporated to assist with financial analysis of the Dublin Ranch Affordable Housing Project and future affordable housing projects. This standard City contract contains provisions that the consultant will only perform work on a time and material basis at the direction of the Community Development Director or his designee. SUMMARY: No work will be done or funds expended unless funding is available and it has been determined that outside help is needed to meet a specific objective. This standard contract is similar in nature to the master contract that has been reviewed and approved by the City Attorney. RECOMMENDATION: Staff recommends that the City Council receive Staff Report, adopt a Resolution approving a Consulting Agreement with CSG Advisors, Incorporated, and authorize the Community Development Director to execute the agreement on behalf of the City. RESOLUTION NO. - 03 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING AN AGREEMENT WITH CSG ADVISORS, INCORPORATED ON AN AS NEEDED BASIS BY THE COMMUNITY DEVELOPMENT DEPARTMENT FOR TECHNICAL FINANCIAL ANALYSIS RELATING TO AFFORDABLE HOUSING PROJECTS WHEREAS, the City of Dublin has indicated interest in developing affordable housing; and WHEREAS, one possibility for the provision of affordable housing is a 25 acre property on Dublin Ranch; and WHEREAS, the Community Development Department has received an application for developing affordable housing at the 25 acre property on Dublin Ranch; and WHEREAS, Staff has determined, it necessary to seek assistance with technical and financial evaluation in negotiating possible hou.sing projects; and WHEREAS, CSG Advisors, Incorporated has demonstrated adequate ability to perform said financial analysis; and WHEREAS, consultants will perform work on a time and material basis at the direction of the Community Development Director or his designee. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does approve the agreement with the above mentioned firm. PASSED, APPROVED, AND ADOPTED this 18th day of March 2003. AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk ATTACHMENT 1 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CSG ADVISORS, INCORPORATED THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and CSG Advisor, Incorporated ("Consultant") as of ,2003. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall continue indefinitely. Consultant shall complete the work assigned as described in Exhibit A, unless the term of the Agreement is otherwise terminated, as provided for in Section 8 The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant.shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the.performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant no more than $235 per hour, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. in the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments fror, City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between March 6, 2003 Page 1 of 13 City Of Dublin and CSG Advisors, Inc. ~'Z~'¥''''~,AOH/Vj~'~T ~ Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultan[ and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: · Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc., · The beginning and ending dates of the billing period; · A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; · The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time ~ necessary to complete the work described in Exhibit A; · The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In.no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: Consulting Services Agreement between March 6, 2003 City of Dublin and CSG Advisors, Inc. Page 2 of 13 Gene Slater $235.00 per hour Christine Gouig $200.00 per hour Senior Associates $180.00 per hour 2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed Seven hundred, fifty dollars and 00/100 ($750.00). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall r~ot be exceeded. Reimbursable expenses include transportation, meals, copying and reproduction costs, fax, messenger and long distance telephone costs 2,7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shaltmaintain adequate logs and timesheets in order: to verify costs incurred to that date. 2,9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4.. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section thrOughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to Consulting services Agreement between March 6, 2003 City of Dublin and CSG Advisors, Inc. Page 3 of 13 commence work on. any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly.by Consultant. The Statutory Workers' Compensation Insurance and. Employer's Liability Insurance shall be provided with limits of not less than ONE HUNDRED THOUSAND DOLLARS ($100,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City..Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of covera,qe. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 4/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as brOad as Insurance Services Office Consulting Services Agreement between March 6, 2003 City of Dublin and CSG AdvisOrs, Inc. Page 4 of 13 Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverag~ or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has 'been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) Consulting Services Agreement between March 6, 2003 City of Dublin and CSG Advisors, Inc. Page 5 of 13 days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The Policy must contain a cross liability or severability of interest clause 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. nsurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A: VII. 4.4.2 Verification of coveraqe. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 ' Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of Consulting Services Agreement between March 6, 2003 City of Dublin and CSG Advisors, Inc. Page 6 of 13 such insurance are either not commercially available, or that the City's interests are otherwise fUlly protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Noti~;e of Reduction in Coveraqe. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: · Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; · Order Consultant to stop work under this Agreement or withhold any payment that becomes dueto Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or · Terminate this Agreement. Section 5. INDEMNIFICATION ANB CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage Consulting Services Agreement between March 6, 2003 City of Dublin and CSG Advisors, Inc. Page 7 of !3 to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, toss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement 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 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. Section 6. STATUS OF CONSULTANT. 6:1 Independent Contractor. 'At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control ConsUltant only insofar as the results of Consultant's services rendered pursuant'to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of emploYment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governinq Law. The laws of the State of California shall govern this Agreement. Consulting Services Agreement between March 6, 2003 City of Dublin and CSG Advisors, Inc. Page 8 of 13 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all-laws applicable to the performance of the work hereunder. 7.3 Other Governmental Requlations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, · and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.t Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or Prepared by or for Consultant or the City in connection with this Agreement. Consulting Services Agreement between March 6, 2003 City of Dublin and CSG Advisors, Inc. Page 9 of 13 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this AgreemenL as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this ' Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement.or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the follov~ing: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Consulting Services Agreement between March 6, 2003 City of Dublin and CSG Advisors, Inc. Page 10 of 13 Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all edgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period 'required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final 'payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the North District of California. Consulting Services Agreement between March 6, 2003 City of Dublin and CSG Advisors, Inc. Page 11 of 13 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assiqns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients including the Dublin and Alameda County Housing Authorities, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an · employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et. seq,, the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. t0.9 Contract Administration. This Agreement shall be administered by the Community Development Director ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. Consulting Services Agreement between March 6, 2003 City of Dublin and CSG Advisors, Inc. Page 12 of 13 10.10 Notices. Any written notice to COnsultant shall be sent to: CSG Advisors, Incorporated Attention: Gene Slater, Chairman 1 Post Street, Suite 2130 San Francisco, CA 94104 Any written notice to City shall be sent to: City of Dublin Attention: Community Development Director 100 Civic Plaza Dublin, CA 94568 10,11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN CONSULTANT Eddie Peabody, Jr. Ge~/Sla"~e~r, Ch~rn~n "' "~ Community Development Director Attest: Kay Keck, City Clerk Approved as to Form: City Attorney's Office J:\wpd\FORMS~AGRE\standard consultant services agreement-2001.doc Consulting Services Agreement between March 6, 2003 City of Dublin and CSG Advisors, Inc. Page 13 of 13 EXHIBIT A SCOPE OF SERVICES Consultant shall assist City of Dublin Staff in reviewing and negotiating the terms of Affordable Housing Agreements and any financial assistance from the City of Dublin for the multi-family affordable phases of the Dublin Ranch Affordable Housing Property also known as "Fairway Ranch Community". Upon completion of these services, Consultant may enter into a separate contract for financial advisory services on multi-family bond issues, if requested. J:\wpd\FORMS~AGRE\standard consultant services agreement-2001 .doc Consulting Services Agreement between March 6, 2003 City of Dublin and CSG Advisors, nc.--Exhibit APage 1 of 1 CSG l advisors February 21,2002 Mr. Richard Ambrose City Manager City of Dublin 100 Civic Plaza Dublin, CA 94568 Re: Dublin Ranch Affordable Housing Proposal Dear Mr. Ambrose: Thank you very much For inviting us to meet with you about the developer's proposal. We have had a chance to briefly talk with Julia Abdala and to review the most recent report to Council (and to thank Ophelia for suggesting we might be helpful). Immediately Applicable Experience We would be very interested in working on this. Chris Gouig mad I would be the key personnel in working with the City. As background, Chris has made a number of presentations to the Council, on behalf of the Dublin Housing Authority. She helped negotiate the Shea Homes project on behalf of the Authority and advised on the bond financing. She also, many years ago, worked with Libby Seifel in helping draft the City's original inclusionary ordinance. Before joining the firm in 1989, she was the Planning Director for San Mateo County and the Executive Director of the Housing Authority and Redevelopment Agency for Sonoma County. As Ophelia may have mentioned, I have worked successfully with quite a number of public agencies in negotiating major development projects. The projects where Klein Financial served as the developer's advisor were: · Pasadena. We assisted the Community Development Commission over several years on a large mixed- income development adjoining City Hall on City land, significantly reducing the City's financial investment and risk exposure on very complex, evolving developer proposals. Long Beach. We were asked to help resolve a workout of a mixed-income, mixed-use downtown development involving multi-family bonds, redevelopment agency land, and Mello-Roos infrastructure bonds. The project had been developed by the Janns Company, as in Pasadena, but defaulted shortly after the bonds were issued. We helped negotiate the workout to avoid risk to the City. · Boise. Over the last two years, we helped the Boise housing and redevelopment authorities on an extremely complex financing involving a large multi-family development, multiple parking garages, the University of Idaho and its foundation, four series of multi-family bonds, and two layers of public ground leases. Livermore. Also over the last two years we assisted the City of Livermore in negotiating disposition agreements, subsidies and bond financing for the Livermore senior assisted living project. c'r Z00 A'¢% DUBLIN PLANNING SAN FRANCISCO [ ONE POST STRE~ SUITE2130 SAN FRANCISCO, CA 94104 T4159562454 F4159562875 As other background, I represented the City of Anaheim for seven years in conducting ali the financial negotiations with The Walt Disney Company for the new theme park, expansion of the Convention Center, and area-wide improvements. We also assisted the City of Denver in negotiating the detailed inclusionary and affordability requirements with Forest City for the re-use of Stapleton Airport. CSG Advisors As background on the firm, we are an independent financial advisory and consulting firm specializing in affordable housing and major development projects for public agencies. A firm brochure is attached, but a few key points are highlighted below: · Independence. We work solely for public agencies and non-profit organizations and do not represent private developers. · Location. We are a national firm, with offices in Atlanta and New York, but the largest office is San Francisco, where we have been working for California communities since 1982. · Housing Financing. For each of the last 20 years, we have been the leading financial advisor for housing revenue bonds both in California and nationally, and have completed $45 billion of housing financings. · Negotiations. As indicated above, we work extensively on major developer negotiations, investment of local housing funds, inclusionary requirements, land disposition agreements and public-private partnerships. · Land Development. We don't know if this will be relevant on this project, but in California we work extensively on infrastructure financing related to major development projects, including the infrastructure financing strategy for the new tenth campus of the University of California in Merced, the initial infrastructure financing for Mission Bay in San Francisco and the financing strategy for an 8,000 acre annexation for Fontana. On almost all of the projects where Klein Financial was involved, they proposed infrastructure financing along with housing revenue bonds to maximize the amount of tax- exempt debt. · Implementation Experience. As a finn, we are unusual in working both on the front-end negotiation and project development issues and on all the details of bond financing and final implementation. This dual focus allows us to help make certain that the City's initial objectives aren't lost in the final details. One of the things we have learned in all these projects, especially the ones mentioned above, is how the deal keeps changing and evolving and the City needs to find a clear and firm away to avoid subsequent chipping away of money and other provisions. References In addition to Ophelia, other public agency clients who may be especially useful references for this type of project, include the following: Boise City: Ted Argyle Boise City/ADA County H.A. 650 Main Street, 2nd Floor Boise, ID 83702 208-364-2121 Deanna Watson Boise City/ADA County H.A. 1276 River Street, Suite 300 Boise, ID 83702 208-345-4907 City of Livermore: Monica Potter City of Livermore 1052 South Livermore Avenue Livermore, CA 94550 925-960-4336 City of Hayward: Sylvia Ehrenthal City of Hayward 777 B Street Hayward, CA 94541 510-583~4240 City of Ontario: Greg Deveraux City of Ontario 303 East B Street Ontario, CA 91764 909-395-2010 City of Anaheim: Tom Wood City of Anaheim 200 South Anaheim Blvd., Room 733 Anaheim, CA 92805 714-765-5254 Fees We can work on either hourly or fixed fees on the development and negotiation stages of projects before a financing is decided on. Current hourly rates are $235 for myself, $200 for Chris, and $180 for senior associates. We look forward to meeting with you on Monday. Gene Slater, Chairman Cc: Julia Abdala, Housing Specialist, City of Dublin HR:gs Enclosures Via Fedex Via Email Gene Slater Gene Slater is Chairman of CSG Advisors Incorporated, with over 25 years of experience in structuring financings, development programs, and real estate transactions for public agencies throughout the United States. Mr. Slater has extensive experience in revenue bonds, including 300 issues totaling over $5 billion. Many of these issues have been innovative in program design, linkages with other public resources, and/or bond structure. Active clients include California, New Mexico, Washington State, Phoenix, Denver, Anaheim, Los Angeles, San Francisco, and Orange County, California. In many cases, Mr. Slater advises the public agency on a wide variety of financings over many years. As part of this long-term approach, he has designed financing strategies for a wide range of major public agencies, including Chicago, Denver, Long Beach, San Francisco, Seattle and Wichita. These strategies integrated multiple bond issues, federal and local funds, and surplus public properties. Mr. Slater led national policy efforts and western U.S. projects for CSG~s role as financial advisor to the Resolution Trust Corporation on its tax-exempt related assets. He designed the RTC's financing program for selling affordable housing projects directly to public agencies and nonprofit corporations. In recent years, he has specialized in designing real estate strategies for complex public-private development projects. For Sacramento, he helped design a major public-private partnership to acquire 1300 units of officer housing from an Air Force base that is closing; the homes would be sold to low and moderate-income first-time homebuyers. For the City of Anaheim, he conducted the City's seven years of fiscal and financial negotiations with Disney over its proposed second gate project, that led to the successful selection of the Anaheim site and over $600 million of public improvements. Prior to joining the predecessor firm of CSG in 1977, he was a senior planner for consulting firms in Massachusetts and New York. He designed growth strategies and innovative zoning ordinances, managed citizen-based planning efforts, and designed downtown development strategies for several cities. For the state of Massachusetts he co-authored a hands-on guidebook for local officials to evaluate systematically the fiscal, traffic and economic impacts of major proposed development projects; this guidebook was then published nationally by M.I.T. Mr. Stater is a graduate of Columbia University (Summa Cum Laude) and the Massachusetts Institute of Technology (Master of City Planning). He attended the London School of Economics on a special traveling fellowship awarded by Columbia University. In 1982-1983 he was selected as a Loeb Fellow by Harvard University where he studied capital markets for real estate management at the Harvard Business School and conducted a series of Harvard-MIT joint seminars on public/private partnerships. Christine Gouig As a vice president of CSG Advisors, Christine Gouig has structured a wide range of multifamily, 501 (c)(3) and homeownership financings totaling over $2 billion. Ms. Gouig has served as financial advisor for the states of Washington, New Mexico and California and for more than 20 local issuers such as housing authorities, cities, counties and redevelopment agencies. Ms. Gouig has extensive experience in project development including financial feasibility analysis, site acquisition, developer selection and negotiations and identifying and obtaining project financing including conventional loans, low inc~ome housing tax credits, tax-exempt bonds, CDBG and HOME. She is particularly experienced in linking public agency second mortgages from a variety of local, state and federal sources with tax-exempt financing. She has designed local housing strategies and housing finance approaches for a wide range of communities. Ms. Gouig has helped finance more than 100 multifamily projects with credit enhancement provided by FHA, Fannie Mae, bond insurers and major financial institutions. She has served as advisor to state and local bond issuers on FHA 241 (f) financing for several HUD expiring use projects as well as FHA 236 projects which retained their interest reduction payments and were able to borrow against such payments to preserve affordability. For Washington State she helped implement an innovative program to finance a broad pool of small non-profit projects, including private placements with Fannie Mae and major banks. She also assisted Washington State in its role as Participating Administrative Entity for FHA project workouts and designed the HUD risk-sharing program with Fannie Mae for the State of New Mexico. Prior to her joining CSG, Ms. Gouig had sixteen years of experience in housing and community development including three years as planning director and one year as housing and community development director for San Mateo County and five years as executive director of the Sonoma County Community Development Commission. As planning director, she was responsible for all advance planning and permitting functions for the county including general plan amendments, rezonings, use permits, subdivision approvals, variances and coastal permits. During her seven years with Sonoma County, Ms. Gouig created a county redevelopment agency and established three project areas, administered the county's housing revenue bond programs, and managed all federal housing funds including the housing authority and CDBG programs. In addition, she established the Burbank Housing Development Corporation, a nonprofit housing organization, and served as its first president. Ms. Gouig has a bachelor of science from the University of California at Davis and a master of city and regional planning from the University of California at Berkeley.