HomeMy WebLinkAbout4.3 - 1539 Amendment to Consulting Services Agreement
Page 1 of 2
STAFF REPORT
CITY COUNCIL
DATE: August 15, 2017
TO: Honorable Mayor and City Councilmembers
FROM:
Christopher L. Foss, City Manager
SUBJECT:
Amendment to the Consulting Services Agreement with Goodwin
Consulting Group, Inc.
Prepared by: Andrew Russell, Asst. Public Works Director/City Engineer
EXECUTIVE SUMMARY:
The City Council will consider approving an amendment to the agreement with Goodwin
Consulting Group, Inc. for special tax services associated with the City of Dublin
Community Facilities Districts.
STAFF RECOMMENDATION:
Adopt the Resolution Approving an Amendment to the Consulting Services Agreement
with Goodwin Consulting Group, Inc.
FINANCIAL IMPACT:
There is no financial impact on City funds. The costs of special tax c onsultant services
are paid for from proceeds of bonds issued by Community Facilities District No. 2015 -1
(Dublin Crossing) and from special tax proceeds levied by Community Facilities District
No. 2017-1 (Dublin Crossing – Public Services).
DESCRIPTION:
On November 5, 2013, the City Council adopted the Dublin Crossing Specific Plan
(Resolution 187-13) and subsequently, on November 19, 2013, City Council approved a
Development Agreement (Ordinance 8-13) relating to the Dublin Crossing project. The
project Developer expressed their intention to seek the formation of a community facility
district (CFD) to finance public facilities necessary to develop the project and provisions
regarding the CFD were included within the Development Agreement.
On January 20, 2015, the City entered into a consultant services agreement with
Goodwin Consulting Group, Inc., as special tax consultant to assist the City in the
formation and administration of the CFD to finance public facilities. On June 2, 2015,
the City Council approved the formation of Community Facilities District No. 2015-1
(Dublin Crossing) (CFD 2015-1) by Resolution 96-15. Subsequently, the City also
Page 2 of 2
approved the formation of Community Facilities District No. 2017 -1 (Dublin Crossing –
Public Services) (CFD 2017-1), by Resolution 88-17, to finance the maintenance,
operation, and lighting of landscaped streets and street medians.
The original scope of work for Goodwin Consulting Services, Inc. included services
associated with CFD formation and the issuance of the first series of bonds. City
Council authorized the issuance of the first series of bonds for CFD 2015 -1 on July 18,
2017, by Resolution 101-17. The same night, City Council adopted Ordinance 06-17
ordering the levy of special taxes for CFD 2017-1.
Moving forward, there are special tax consultant services required annually for the
administration of both CFD 2015-1 and CFD 2017-1. Staff recommends amending the
agreement with Goodwin Consulting Services, Inc. to provide ongoing special tax
consulting services for both City of Dublin CFDs. Costs associated with these
consulting services are funded by bond proceeds and special tax proceed s. There is no
impact on the General Fund.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
N/A
ATTACHMENTS:
1. Resolution Approving an Amendment to the Consulting Services Agreement with
Goodwin Consulting Group, Inc.
2. Exhibit A to the Resolution- Amendment to the Consulting Services Agreement with
Goodwin Consulting Group, Inc.
3. Exhibits A and B to the Amendment
4. Consulting Services Agreement, Original
RESOLUTION NO. XX - 17
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
* * * * * * * * * * *
APPROVING AN AMENDMENT TO THE CONSULTING SERVICES AGREEMENT WITH
GOODWIN CONSULTING GROUP, INC.
WHEREAS, on January 20, 2015, the City entered into a Co nsulting Services Agreement with
Goodwin Consulting Group, Inc. to provide special tax consultant services for City of Dublin
Community Facilities District No. 2015-1 (Dublin Crossing); and
WHEREAS, the term of services for the Agreement ends upon the closing of the first series of
bonds sold for City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing); and
WHEREAS, the City and Consultant now wish to amend the Agreement to extend the term of
the Agreement beyond the closing of the first series of bonds; and
WHEREAS, on July 17, 2017, the City of Dublin City Council adopted an Ordinance Levying a
Special Tax Within and Relating to the City of Dublin Community Facilities District No.2017 -1 (Dublin
Crossing – Public Services); and
WHEREAS, the City desires to amend the Agreement to modify the Scope of Work and
Compensation Schedule extending the Special Tax Consulting Services to City of Dublin Community
Facilities District No. 2017-1 (Dublin Crossing – Public Services); and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
approve the Amendment to the Consulting Services Agreement with Goodwin Consulting
Services, Inc., as attached hereto as Exhibit A to this Resolution.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
agreement.
PASSED, APPROVED AND ADOPTED this 15th day of August, 2017, by the following
vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
Exhibit A
AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND GOODWIN CONSULTING GROUP, INC. FOR SPECIAL
TAX CONSULTANT SERVICES
WHEREAS, on January 20, 2015, the City of Dublin (hereinafter referred
to as "CITY") and Goodwin Consulting Group, Inc. (hereinafter referred to as
"Consultant") entered into a Consulting Services Agreement for Special Tax Consultant
Services (hereinafter referred to as the “Agreement”); and
WHEREAS, the term of services for the Agreement ends upon the closing
of the first series of bonds, unless the term of the Agreement is otherwise terminated or
extended; and
WHEREAS, the CITY and Consultant now wish to amend the Agreement
to extend the term of the Agreement beyond the closing of the first series of bonds; and
WHEREAS, on July 17, 2017, the City of Dublin City Council adopted an
Ordinance Levying a Special Tax Within and Relating to the City of Dublin Community
Facilities District No.2017-1 (Dublin Crossing – Public Services); and
WHEREAS, the CITY desires to amend the Agreement to modify the
Scope of Work and Compensation Schedule extending the Special Tax Consulting
Services to City of Dublin Community Facilities District No. 2017-1 (Dublin Crossing –
Public Services); and
NOW THEREFORE, for good and valuable consideration, the sufficiency
of which is hereby acknowledged, the AGREEMENT is amended as follows:
1) Section 1.1 Term of Services shall be rescinded in its entirety and replaced with
the following:
1.1 Term of Services. The term of this Agreement shall begin on the date
first noted above and shall remain in full force and effect, unless terminated by
either party, as provided for in Section 8.
2) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety
and replaced with the following:
Section 2. COMPENSATION. City hereby agrees to pay the Consultant fees
as described in Exhibit B, 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 B,
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
Exhibit A
payments from 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.
3) Section 2.1 Invoices shall be rescinded in its entirety and replaced with the
following:
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. No
individual performing work under this Contract shall bill more than 2,000 hours in
a fiscal year unless approved, in writing, by the City Manager or his/her
designee. 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.
4) Section 2.9 Hourly Fees is added as follows:
2.9 Hourly Fees. Fees for work performed by Consultant on an hourly basis
shall not exceed the amounts shown on the fee schedule set forth on the
compensation schedule attached as Exhibit B.
5) Section 10.7 Conflict of Interest is amended to include the following:
Principals and those performing work for City of Dublin may be required to submit
a California Fair Political Practices Commission (FPPC) Form 700: Statement of
Economic Interests documenting potential financial conflicts of interest. For
additional information, proposers should refer to the FPPC website at
http://www.fppc.ca.gov/Form700.html.
Dublin Crossing Project A-1 CFD Formation & Administration
EXHIBIT A
CITY OF DUBLIN
DUBLIN CROSSING
FORMATION AND ADMINISTRATION OF
COMMUNITY FACILITIES DISTRICTS
SCOPE OF WORK
Goodwin Consulting Group, Inc. (GCG) will serve as special tax consultant to assist the City of
Dublin in the formation of two Mello-Roos Community Facilities District (CFD)—one to fund
public improvements and one to fund maintenance and public services to serve the Dublin
Crossing Project (Project),. In addition, GCG will manage the annual administration of the CFDs,
including preparing the special tax levy, complying with continuing disclosure requirements, and
preparing arbitrage rebate calculations.
Specifically, GCG will provide the following services:
A. FORMATION OF INFRASTRUCTURE CFD
A-1. Kick-Off Meeting and Collection of Data
GCG will meet with City staff, the financial advisor, bond counsel and underwriter, and
the developer to compile data, confirm assumptions, and discuss the structure and
components of the Mello-Roos financing program. This task will include (i) identifying
public facilities to be funded through the CFD, anticipated absorption rates, and timing and
number of bond issues; (ii) confirming the allocation of special taxes to land uses within
the CFD and reviewing the advantages and disadvantages associated with various
allocation methods; (iii) evaluating the need for separate improvement areas or tax zones,
as well as property that may be designated as future annexation area; (iv) discussing
acceptable maximum tax rates based on City policy and competitive market conditions;
and (v) coordinating with the financial advisor and underwriter regarding the anticipated
bond structure, including the special tax and debt service escalator, bond interest rate, short-
term reinvestment rate, capitalized interest, reserve fund, and other features that may affect
the size of bond issues and the corresponding annual debt service.
A-2. Mello-Roos Cash Flow Analysis
GCG will use the information compiled in Task A-1 to prepare an analysis of the annual
cash flow of the CFD. The analysis will identify the maximum special tax that will be
needed to maintain required debt service coverage on bonded indebtedness issued on behalf
of the CFD. In addition, the cash flow will (i) estimate the special tax burden on
undeveloped property based on a given absorption scenario, (ii) determine the size of the
initial and subsequent bond sales taking into consideration minimum value-to-lien
Dublin Crossing Project A-2 CFD Formation & Administration
requirements set forth in state law and City policy, and (iii) evaluate the increased bonding
capacity that is created from an escalating special tax and debt service or other unique bond
structure.
GCG will either present the cash flow analysis at a second meeting or circulate the analysis
to the working group for review prior to the second meeting. Subsequent iterations of the
analysis will be prepared based on feedback from City staff, the developer, the financial
advisor, bond counsel and other members of the working group. Ultimately, through
review and discussion of each alternative, the team will select a special tax structure which
GCG will incorporate in the Rate and Method of Apportionment of Special Tax prepared
in Task A-3 below.
A-3. Rate and Method of Apportionment of Special Tax
Based on the special tax structure selected pursuant to Task A-2 above, GCG will prepare
the Rate and Method of Apportionment of Special Tax (RMA), which will serve as the
official special tax formula for the CFD. The RMA will provide detail and direction as to
how the special tax should be levied in future years to ensure adequate revenues are
available for timely repayment of debt service on bonded indebtedness issued by the CFD.
The RMA will be included as an exhibit to the Resolution of Intention to Form the CFD,
which will be adopted by the City Council as part of the first set of actions taken towards
forming the CFD.
In addition to providing guidance relative to the annual levy of special taxes in the CFD,
the RMA will provide some or all of the following items:
• Identification of the maximum special tax for each special tax category, including
each category of developed and undeveloped property
• Provision for a back-up special tax or alternate mechanism to be used to maintain
maximum special tax revenues in the event that land uses change in future years
• A detailed prepayment formula that will provide flexibility for a property owner to
prepay all or a portion of the special tax obligation after some or all bonds have
been issued for the CFD
• If additional property is expected to annex into the CFD, a description of the “catch-
up tax” that will apply to annexing parcels to equalize the cumulative special tax
burdens
A-4. Preparation of CFD Boundary Map
If requested, GCG will prepare the official boundary map for the CFD in a format
acceptable to the County Recorder’s Office. The map will include the initial CFD
boundaries, as well as identifying the boundaries of any future annexation area. GCG will
record the CFD boundary map pursuant to Section 3111 of the Streets and Highway Code.
Dublin Crossing Project A-3 CFD Formation & Administration
A-5. Contributions to Other CFD Documents
In coordination with the working group, GCG will review, prepare and contribute to other
documents required in the CFD formation proceedings that relate specifically to the special
tax formula. Specifically, GCG will:
• Prepare the CFD Report required pursuant to Section 53321.5 of the Government
Code
• Review the Bond Purchase Agreement, Fiscal Agent Agreement and/or Bond
Indenture to assure that the flow of special tax revenues and interest earnings as set
forth in these documents are consistent with assumptions used in the MelloRoos
cash flow analysis
• Review and record the Notice of Special Tax Lien
• Review the Official Statement and, at the request of the financial advisor or
underwriter, prepare tables demonstrating special tax coverage, diversification of
special tax burdens among major landowners and/or general CFD cash flows
• Execute the Certificate of Special Tax Consultant to confirm the adequacy of
special tax payments to meet CFD obligations
A-6. Meeting Attendance
GCG will attend meetings with City staff and other members of the working group to
acquire information, present cash flow alternatives, and review formation documents. In
addition, GCG will attend City Council meetings to present the special tax formula and
answer questions from the Council. A total of seven (7) working group meetings and three
(3) public meetings is included in the budget presented in Exhibit B below.
B. ADMINISTRATION OF INFRASTRUCTURE CFD
B-1. Background Research
GCG will gather information and construct a database that will be used to calculate the
annual special tax levy. This task will include the following:
Map & Parcel Research: Identify and obtain copies of all subdivision, final and parcel
maps. Identify all relevant information such as date of subdivision, property use, and
acreage of each parcel in the CFD. Once the Assessor’s tax roll has been closed for the
upcoming fiscal year, review the assessor parcel maps and determine the assessor parcel
numbers that will be valid for the fiscal year.
Dublin Crossing Project A-4 CFD Formation & Administration
Building Permit Tracking: If required to implement the special tax formula, monitor on
an annual basis which parcels have had building permits issued and the type of land use for
which such permits or certificates have been issued.
Classification of Property: Pursuant to the RMA, categorize each parcel to the appropriate
special tax classification, including each category of Developed Property and Undeveloped
Property.
Database Management: Prepare a database for the CFD which will contain all properties,
parcel numbers, square footage, assigned tax categories, and other relevant information
which will allow for the assignment of the special tax pursuant to the RMA.
B-2. Annual Special Tax Levy Calculation
GCG will calculate the special tax levy for each taxable parcel in the CFD by applying the
RMA. GCG will identify all CFD expenses including annual debt service, administrative
expenses, and collection costs. Any applicable surplus special taxes, interest earnings, and
other credits will be applied to reduce the annual special tax levy.
B-3. Annual CFD Administration Report Preparation
GCG will annually prepare a special tax administration report for the CFD which contains
the results of our parcel research and findings of the financial analysis. An explanation of
the methodology employed to calculate the special taxes levied will be incorporated. The
report will also include annual reporting items required by the newly adopted Senate Bill
165 (Local Agency Special Tax and Bond Accountability Act). The appendix to this report
will identify the special tax levy for each assessor’s parcel for the fiscal year.
B-4. Annual Special Tax Enrollment
GCG will compile a list of parcels in the CFD that will be subject to the special tax levy
and format it in compliance with the specific formatting instructions of the County Auditor-
Controller’s office. The formatted tax levies will be submitted to the AuditorController’s
Office on or before August 10 (or other specified date) for inclusion on the consolidated
property tax bills.
B-5. Delinquent Special Tax Reporting
GCG will monitor the Auditor-Controller’s tax collection summaries and report on
delinquent parcels and corresponding delinquent CFD taxes. After discussion with the
City, GCG will prepare and mail demand letters to property owners with delinquent special
taxes. Additionally, GCG will work with the City to ensure the CFD’s compliance with
any foreclosure covenants and provisions in the bond documents.
Dublin Crossing Project A-5 CFD Formation & Administration
B-6. Answer Inquiries from Various Parties
GCG will respond to property owners, realtors, title companies, appraisers and other
parties’ questions regarding the special tax and other CFD related issues. A GCG staff
member will be listed as the contact for calls that are received by the Treasurer/Tax
Collector’s Office, and calls will be responded to on the day received.
B-7. Mello-Roos Cash Flow Analysis
If needed for subsequent bond issues for the CFD, GCG will update the financial cash flow
model for the CFD to examine the relationship of special tax revenues and debt service
requirements. This cash flow model will incorporate information regarding bonded
indebtedness and current and projected development.
B-8. Coordination of Foreclosure Activities
If requested, GCG will assist the City in complying with provisions in the bond indenture
or fiscal agent agreement regarding actions to be taken in the event of a foreclosure on a
property due to tax delinquency. GCG will coordinate with City staff and legal counsel to
identify those parcels for which judicial foreclosure will be initiated.
B-9. Prepayment Calculations
GCG will provide developers, title agents and other interested parties with the prepayment
amount required to pay down the special tax lien on their property(ies).
B-10. Bond Redemption Administration
GCG will work with the homebuilders, title agents and bond trustee to ensure that
prepayment checks are processed properly and the correct bond amount is redeemed at
each interest payment date. GCG will further ensure that prepayment amounts are allocated
to the appropriate CFD accounts.
B-11. Disclosure Regulations Compliance
GCG will provide information to the Nationally-Recognized Municipal Securities
Information Repositories (pursuant to S.E.C. regulations) and the California Debt and
Investment Advisory Commission (pursuant to Senate Bill 1464) and prepare special tax
disclosure materials to home buyers as specified in Senate Bill 1464. This task shall
include the following subtasks:
a. Prepare the annual Continuing Disclosure Report and respond to
secondary information requirements set forth in SEC Section 15c2-12, as amended.
Dublin Crossing Project A-6 CFD Formation & Administration
b. Submit the annual Fiscal Report as specified in Government Code Section
53359.5 to California Debt and Investment Advisory Commission by October of
each year.
c. Prepare special tax disclosure materials on the City’s behalf for resale properties
as required by Government Code Section 53340.2.
B-12. Arbitrage Rebate Calculations
If requested, GCG will prepare annual or five-year arbitrage rebate calculations. A report,
identifying the rebate liability for the CFD, will be produced. GCG will determine the
amount, if any, that must be rebated to the federal government at each fiveyear interval.
C. FORMATION OF SERVICES CFD
C-1. Background Research and Data Collection
GCG will coordinate with City staff, affected developers, and the City’s legal counsel to
discuss the structure and components of the CFD, including special tax categories,
maximum special tax rates, development triggers for levy of the special tax, boundaries of
the CFD and future annexation area, and the CFD formation timeline and action items.
GCG will review service costs and coordinate with the City regarding annual
administration costs to determine the maximum special tax rates for property in the CFD.
C-2. Rate and Method of Apportionment of Special Tax
Based on the special tax structure selected by the working group, GCG will prepare the Rate and
Method of Apportionment of Special Tax (RMA), which will serve as the official special
tax formula for the CFD. The RMA will provide detail and direction as to how the special
tax should be levied in future years to ensure adequate revenues are available for timely
payment of costs funded by the CFD. The RMA will be included as an exhibit to the
Resolution of Intention to Form the CFD, which will be adopted by the City Council as
part of the first set of actions taken towards forming the CFD.
C-3. Review of Legal Documents
GCG will coordinate with the City’s legal counsel to review and contribute to CFD
formation documents, including the CFD Report required pursuant to Section 53321.5 of
the Government Code.
C-4. Meeting Attendance
Dublin Crossing Project A-7 CFD Formation & Administration
GCG will attend up to three meetings during the CFD formation process, including City
Council meetings at which documents are reviewed, discussed, and approved.
D. ADMINISTRATION OF SERVICES CFD
D-1. Background Research and Data Collection
Each fiscal year, GCG will confirm the Assessor’s parcel numbers for lots within the
CFD and determine which parcels are Developed Property and which remain
Undeveloped Property. GCG will categorize Developed Property as Single Family
Detached Property, Single Family Attached Property, Multi-Family Property, or
NonResidential Property and include them on the tax roll for the fiscal year.
D-2. Annual Special Tax Levy Calculation
GCG will calculate the special tax levy for each taxable parcel in the CFD by applying the
RMA. In coordination with the City, GCG will identify the maintenance costs and
administrative expenses to be covered by the special tax levy and will levy the special tax
in the amount needed, up to the maximum special tax for each parcel.
D-3. Summary of Annual Special Tax Levy
GCG will annually prepare a summary of the special tax levy which contains the results of
our parcel research and identification of costs to be paid in the current fiscal year. The
appendix to this summary will identify the special tax levy for each Assessor’s parcel for
the fiscal year.
D-4. Annual Special Tax Enrollment
GCG will compile a list of parcels in the CFD that will be subject to the special tax levy
and format it in compliance with the specific formatting instructions of the County
Auditor-Controller’s Office. The formatted tax levies will be submitted on or before
August 10 (or other specified date) for inclusion on the consolidated property tax bills.
D-5. Delinquency Management
GCG will monitor the County’s tax collection summaries and report on delinquent parcels
and corresponding delinquent CFD taxes.
D-6. Answer Inquiries from Various Parties
GCG will respond to property owners, realtors, title companies, appraisers and other
parties’ questions regarding the special tax and other CFD related issues. A GCG staff
Dublin Crossing Project A-8 CFD Formation & Administration
member will be listed as the contact for calls that are received by the County Tax
Collector’s Office, and most calls will be responded to on the day received.
Dublin Crossing Project
EXHIBIT B
CITY OF DUBLIN
DUBLIN CROSSING
FORMATION AND ADMINISTRATION OF
COMMUNITY FACILITIES DISTRICTS
BUDGET & FEE SCHEDULE
A. Formation of, and First Bond Issuance for, Infrastructure CFD
GCG’s fee for services and expenses associated with CFD formation and issuance of the first series
of bonds is $70,000, which amount shall be billed as follows:
Prior to Bond Issuance: Prior to issuance of the first series of bonds for the CFD, GCG
will bill on a time and materials basis, not to exceed total billings of $25,000.
Upon Closing of First Series of Bonds: GCG shall be paid a fee of $70,000 less any amount
paid prior to bond issuance.
Prior to bond issuance, services shall be billed based on the following hourly fee schedule:
GCG Hourly Ser vice Rates
Managing Principal $280/Hour
Senior Principal $270/Hour
Principal $250/Hour
Vice President $215/Hour
Senior Associate $200/Hour
Associate $190/Hour
Analyst $180/Hour
Research Assistant $90/Hour
Note: These hourly rates are effective through December 31, 2017 and may be adjusted thereafter.
B. Administration of Infrastructure CFD
The budget for CFD administration services in the first two fiscal years is $9,500 per year plus
expenses. This budget includes all aspects of CFD administration, including preparation of the tax
levy, delinquency management, continuing disclosure, and arbitrage rebate calculations. The
budget represents a maximum amount not to be exceeded; additional consulting services beyond
those included in the scope of work may be provided within the maximum budget if total hourly
billings are less than the budget maximum. Alternatively, if the scope of work can be completed
Dublin Crossing Project
for less than the maximum budget, only hours actually expended will be billed. This maximum
fee will be subject to an inflation adjustment after fiscal year 2016-17.
B-1 Budgets & Fee Schedule
C. Formation of Services CFD
GCG proposes a maximum budget of $7,500 for services provided, and expenses incurred, in
association with the Scope of Work. This budget represents a maximum amount not to be
exceeded. Additional consulting services beyond those included in the scope of work may be
provided within the maximum budget if total hourly billings are less than the budget maximum.
Alternatively, if the scope of work can be completed for less than the maximum budget, only hours
actually expended will be billed.
D. Administration of Services CFD
The budget for CFD administration services in the first two fiscal years is $3,500 per year plus
expenses. The budget represents a maximum amount not to be exceeded; additional consulting
services beyond those included in the scope of work may be provided within the maximum budget
if total hourly billings are less than the budget maximum. Alternatively, if the scope of work can
be completed for less than the maximum budget, only hours actually expended will be billed. This
maximum fee will be subject to an inflation adjustment after fiscal year 2018-19.
E. Expenses
In addition to fees for service, GCG will be reimbursed for mileage, overnight delivery service,
data purchased from outside data sources, recording fees, and other out-of-pocket expenses.
F. Limitations
The following services are not included in the scope of work provided above and will be billed on
a time and materials basis or pursuant to a separate contract if needed:
• Attendance at more meetings than that set forth for each component of the Scope of Work
• Formation of multiple CFDs
• Issuance of subsequent series of bonds
Dublin Crossing Project
B-2 Budgets & Fee Schedule
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
GOODWIN CONSULTING GROUP, INC. FOR SPECIAL TAX CONSULTANT SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City")and
Goodwin Consulting Group, Inc. ("Consultant")as of January 20, 2015.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the special tax services described in the Scope of Work attached as Exhibit A at the
time and place and in the manner specified therein and the City retains Consultant to provide those
services. 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 end upon the closing of the first series of bonds, , unless the term of the
Agreement is otherwise terminated or extended, 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 the Consultant fees as described in Exhibit
B, 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 B, 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 from
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 January 20, 2015
City of Dublin and Goodwin Consulting Group, Inc. Page 1 of 13
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 Consultant 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. At City's option, Consultant shall submit invoices, not more often than once a
month during the term of this Agreement, or shall submit a single invoice at the closing of
the first bond issuance, based on the fees set forth in Exhibit B and reimbursable costs
incurred. 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;
At City's option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing
the work,the hours spent by each person, a brief description of the work, and
each reimbursable expense;
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.
Consulting Services Agreement between January 20, 2015
City of Dublin and Goodwin Consulting Group, Inc. Page 2 of 13
2.5 Reimbursable Expenses. Reimbursable expenses include: mileage, overnight delivery
service, data purchased from outside data sources, recording fees and other out-of-pocket
expenses, and as described in Exhibit B. 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 not be exceeded.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.7 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 shall maintain adequate logs and
timesheets in order to verify costs incurred to that date.
2.8 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 Administrative Services Director of the City(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
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.
Consulting Services Agreement between January 20, 2015
City of Dublin and Goodwin Consulting Group, Inc. Page 3 of 13
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 MILLION DOLLARS($1,000,000.00) 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 coverage. 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. 1/73)
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
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 coverage or added as an endorsement to the policy:
Consulting Services Agreement between January 20, 2015
City of Dublin and Goodwin Consulting Group, Inc. Page 4 of 13
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)
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.
Consulting Services Agreement between January 20, 2015
City of Dublin and Goodwin Consulting Group, Inc. Page 5 of 13
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.Insurance 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 coverage. 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
such insurance are either not commercially available, or that the City's interests
are otherwise fully protected.
Consulting Services Agreement between January 20, 2015
City of Dublin and Goodwin Consulting Group, Inc. Page 6 of 13
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 Notice of Reduction in Coverage. 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 due to 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 AND 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
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, loss of life, damage to property, or
Consulting Services Agreement between January 20, 2015
City of Dublin and Goodwin Consulting Group, Inc. Page 7 of 13
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 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
Consulting Services Agreement between January 20,2015
City of Dublin and Goodwin Consulting Group, Inc. Page 8 of 13
7.3 Other Governmental Regulations. 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.
8.1 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.
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
Consulting Services Agreement between January 20, 2015
City of Dublin and Goodwin Consulting Group, Inc. Page 9 of 13
written amendment to this Agreement, 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 include, but not be limited to,the following:
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.
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
Consulting Services Agreement between January 20, 2015
City of Dublin and Goodwin Consulting Group, Inc. Page 10 of 13
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 ledgers, 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 Northern District of California.
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.
Consulting Services Agreement between January 20, 2015
City of Dublin and Goodwin Consulting Group, Inc. Page 11 of 13
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 Assigns. 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, 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.
10.9 Contract Administration. This Agreement shall be administered by Administrative
Services Director("Contract Administrator"). All correspondence shall be directed to or
through the Contract Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Susan Goodwin, Managing Principal
Goodwin Consulting Group, Inc.
555 University Avenue, Suite 280
Sacramento, CA 95825-6511
Consulting Services Agreement between January 20, 2015
City of Dublin and Goodwin Consulting Group, Inc. Page 12 of 13
Any written notice to City shall be sent to:
Colleen Tribby,Administrative Services Director
City of Dublin
100 Civic Plaza, Dublin, CA 94568
10.11 Professional Seal. Where applicable in the determination of the contract administrator,
the first page of a technical report, first page of design specifications, and each page of
construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled
Seal and Signature of Registered Professional with report/design responsibility,"as in the
following example.
Seal and Signature of Registered Professional with
report/design responsibility.
10.12 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,
Rid
either written or oral.
CITY OF Rid CONSULTANT
C Irtoph-'l. Foss, City :na•er Susan Goodwin, Managing Principal
Attest:
b
Caroline Soto, City Clerk
Approved as to Form:
4efn D. Bakker, City Attorney
G:1Agreements\CFD\Special Tax Consultant Agreement docx
Consulting Services Agreement between January 20, 2015
City of Dublin and Goodwin Consulting Group, Inc. Page 13 of 13
EXHIBIT A
SCOPE OF SERVICES
Goodwin Consulting Group, Inc. (GCG)will serve as special tax consultant to assist the City of Dublin in the
formation of a Mello-Roos Community Facilities District(CFD)that will fund public improvements required
to serve the Dublin Crossing Project(Project). In addition, GCG will manage the annual administration of
the CFD, including preparing the special tax levy, complying with continuing disclosure requirements, and
preparing arbitrage rebate calculations.
Specifically, GCG will provide the following services:
A. CFD Formation
A-1. Kick-Off Meeting and Collection of Data
GCG will meet with City staff,the financial advisor, bond counsel and underwriter, and the
developer to compile data, confirm assumptions, and discuss the structure and components of the
Mello-Roos financing program. This task will include(i) identifying public facilities to be funded
through the CFD, anticipated absorption rates, and timing and number of bond issues; (ii)
confirming the allocation of special taxes to land uses within the CFD and reviewing the
advantages and disadvantages associated with various allocation methods; (iii)evaluating the
need for separate improvement areas or tax zones, as well as property that may be designated as
future annexation area; (iv)discussing acceptable maximum tax rates based on City policy and
competitive market conditions; and (v)coordinating with the financial advisor and underwriter
regarding the anticipated bond structure, including the special tax and debt service escalator,
bond interest rate, short-term reinvestment rate, capitalized interest, reserve fund, and other
features that may affect the size of bond issues and the corresponding annual debt service.
A-2. Mello-Roos Cash Flow Analysis
GCG will use the information compiled in Task A-1 to prepare an analysis of the annual cash flow
of the CFD. The analysis will identify the maximum special tax that will be needed to maintain
required debt service coverage on bonded indebtedness issued on behalf of the CFD. In addition,
the cash flow will (i)estimate the special tax burden on undeveloped property based on a given
absorption scenario, (ii)determine the size of the initial and subsequent bond sales taking into
consideration minimum value-to-lien requirements set forth in state law and City policy, and (iii)
evaluate the increased bonding capacity that is created from an escalating special tax and debt
service or other unique bond structure.
GCG will either present the cash flow analysis at a second meeting or circulate the analysis to the
working group for review prior to the second meeting. Subsequent iterations of the analysis will
be prepared based on feedback from City staff,the developer,the financial advisor, bond counsel
and other members of the working group. Ultimately,through review and discussion of each
Consulting Services Agreement between January 20, 2015
City of Dublin and Goodwin Consulting Group, Inc. --Exhibit A Page 1 of 5
alternative,the team will select a special tax structure which GCG will incorporate in the Rate and
Method of Apportionment of Special Tax prepared in Task A-3 below.
A-3. Rate and Method of Apportionment of Special Tax
Based on the special tax structure selected pursuant to Task A-2 above, GCG will prepare the
Rate and Method of Apportionment of Special Tax(RMA), which will serve as the official special
tax formula for the CFD. The RMA will provide detail and direction as to how the special tax
should be levied in future years to ensure adequate revenues are available for timely repayment
of debt service on bonded indebtedness issued by the CFD. The RMA will be included as an
exhibit to the Resolution of Intention to Form the CFD, which will be adopted by the City Council
as part of the first set of actions taken towards forming the CFD.
In addition to providing guidance relative to the annual levy of special taxes in the CFD,the RMA
will provide some or all of the following items:
Identification of the maximum special tax for each special tax category, including each
category of developed and undeveloped property
Provision for a back-up special tax or alternate mechanism to be used to maintain
maximum special tax revenues in the event that land uses change in future years
A detailed prepayment formula that will provide flexibility for a property owner to prepay all
or a portion of the special tax obligation after some or all bonds have been issued for the
CFD
If additional property is expected to annex into the CFD, a description of the"catch-up tax"
that will apply to annexing parcels to equalize the cumulative special tax burdens
A-4. Preparation of CFD Boundary Map
If requested, GCG will prepare the official boundary map for the CFD in a format acceptable to the
County Recorder's Office. The map will include the initial CFD boundaries, as well as identifying
the boundaries of any future annexation area. GCG will record the CFD boundary map pursuant
to Section 3111 of the Streets and Highway Code.
A-5. Contributions to Other CFD Documents
In coordination with the working group, GCG will review, prepare and contribute to other
documents required in the CFD formation proceedings that relate specifically to the special tax
formula. Specifically, GCG will:
Prepare the CFD Report required pursuant to Section 53321.5 of the Government Code
Consulting Services Agreement between January 20,2015
City of Dublin and Goodwin Consulting Group, Inc. --Exhibit A Page 2 of 5
Review the Bond Purchase Agreement, Fiscal Agent Agreement and/or Bond Indenture to
assure that the flow of special tax revenues and interest earnings as set forth in these
documents are consistent with assumptions used in the Mello-Roos cash flow analysis
Review and record the Notice of Special Tax Lien
Review the Official Statement and, at the request of the financial advisor or underwriter,
prepare tables demonstrating special tax coverage,diversification of special tax burdens
among major landowners and/or general CFD cash flows
Execute the Certificate of Special Tax Consultant to confirm the adequacy of special tax
payments to meet CFD obligations
A-6. Meeting Attendance
GCG will attend meetings with City staff and other members of the working group to acquire
information, present cash flow alternatives, and review formation documents. In addition, GCG
will attend City Council meetings to present the special tax formula and answer questions from the
Council. A total of seven (7)working group meetings and three (3)public meetings is included in
the budget presented in Exhibit B below.
B. CFD Administration
B-1. Background Research
GCG will gather information and construct a database that will be used to calculate the annual
special tax levy. This task will include the following:
Map&Parcel Research: Identify and obtain copies of all subdivision, final and parcel maps.
Identify all relevant information such as date of subdivision, property use, and acreage of each
parcel in the CFD. Once the Assessor's tax roll has been closed for the upcoming fiscal year,
review the assessor parcel maps and determine the assessor parcel numbers that will be valid for
the fiscal year.
Building Permit Tracking:If required to implement the special tax formula, monitor on an annual
basis which parcels have had building permits issued and the type of land use for which such
permits or certificates have been issued.
Classification of Property:Pursuant to the RMA, categorize each parcel to the appropriate
special tax classification, including each category of Developed Property and Undeveloped
Property.
Database Management: Prepare a database for the CFD which will contain all properties, parcel
numbers, square footage, assigned tax categories, and other relevant information which will allow
for the assignment of the special tax pursuant to the RMA.
Consulting Services Agreement between January 20, 2015
City of Dublin and Goodwin Consulting Group, Inc. --Exhibit A Page 3 of 5
8-2. Annual Special Tax Levy Calculation
GCG will calculate the special tax levy for each taxable parcel in the CFD by applying the RMA.
GCG will identify all CFD expenses including annual debt service, administrative expenses, and
collection costs. Any applicable surplus special taxes, interest earnings, and other credits will be
applied to reduce the annual special tax levy.
8-3. Annual CFD Administration Report Preparation
GCG will annually prepare a special tax administration report for the CFD which contains the
results of our parcel research and findings of the financial analysis.An explanation of the
methodology employed to calculate the special taxes levied will be incorporated. The report will
also include annual reporting items required by the newly adopted Senate Bill 165(Local Agency
Special Tax and Bond Accountability Act). The appendix to this report will identify the special tax
levy for each assessor's parcel for the fiscal year.
8-4. Annual Special Tax Enrollment
GCG will compile a list of parcels in the CFD that will be subject to the special tax levy and format it
in compliance with the specific formatting instructions of the County Auditor-Controller's office. The
formatted tax levies will be submitted to the Auditor-Controller's Office on or before August 10(or
other specified date)for inclusion on the consolidated property tax bills.
8-5. Delinquent Special Tax Reporting
GCG will monitor the Auditor-Controller's tax collection summaries and report on delinquent
parcels and corresponding delinquent CFD taxes. After discussion with the City, GCG will prepare
and mail demand letters to property owners with delinquent special taxes. Additionally, GCG will
work with the City to ensure the CFD's compliance with any foreclosure covenants and provisions
in the bond documents.
8-6. Answer Inquiries from Various Parties
GCG will respond to property owners, realtors, title companies, appraisers and other parties'
questions regarding the special tax and other CFD related issues. A GCG staff member will be
listed as the contact for calls that are received by the Treasurer/Tax Collector's Office, and calls will
be responded to on the day received.
8-7. Mello-Roos Cash Flow Analysis
If needed for subsequent bond issues for the CFD, GCG will update the financial cash flow model
for the CFD to examine the relationship of special tax revenues and debt service requirements.
This cash flow model will incorporate information regarding bonded indebtedness and current and
projected development.
Consulting Services Agreement between January 20, 2015
City of Dublin and Goodwin Consulting Group, Inc. --Exhibit A Page 4 of 5
8-8. Coordination of Foreclosure Activities
If requested, GCG will assist the City in complying with provisions in the bond indenture or fiscal
agent agreement regarding actions to be taken in the event of a foreclosure on a property due to
tax delinquency. GCG will coordinate with City staff and legal counsel to identify those parcels for
which judicial foreclosure will be initiated.
8-9. Prepayment Calculations
GCG will provide developers, title agents and other interested parties with the prepayment amount
required to pay down the special tax lien on their property(ies).
B-10. Bond Redemption Administration
GCG will work with the homebuilders, title agents and bond trustee to ensure that prepayment
checks are processed properly and the correct bond amount is redeemed at each interest payment
date. GCG will further ensure that prepayment amounts are allocated to the appropriate CFD
accounts.
B-11. Disclosure Regulations Compliance
GCG will provide information to the Nationally-Recognized Municipal Securities Information
Repositories(pursuant to S.E.C. regulations)and the California Debt and Investment Advisory
Commission (pursuant to Senate Bill 1464)and prepare special tax disclosure materials to home
buyers as specified in Senate Bill 1464. This task shall include the following subtasks:
a. Prepare the annual Continuing Disclosure Report and respond to secondary information
requirements set forth in SEC Section 15c2-12, as amended.
b. Submit the annual Fiscal Report as specified in Government Code Section 53359.5 to
California Debt and Investment Advisory Commission by October of each year.
c. Prepare special tax disclosure materials on the City's behalf for resale properties as required
by Government Code Section 53340.2.
B-12. Arbitrage Rebate Calculations
If requested, GCG will prepare annual or five-year arbitrage rebate calculations. A report,
identifying the rebate liability for the CFD, will be produced. GCG will determine the amount, if any,
that must be rebated to the federal government at each five-year interval.
G:1Agreements\CFD\Special Tax Consultant Agreement.docx
Consulting Services Agreement between January 20, 2015
City of Dublin and Goodwin Consulting Group, Inc. --Exhibit A Page 5 of 5
EXHIBIT B
COMPENSATION SCHEDULE
A. CFD Formation and First Bond Issuance
GCG's fee for services and expenses associated with CFD formation and issuance of the first series of
bonds is$40,000, which amount shall be billed as follows:
Prior to Bond Issuance: Prior to issuance of the first series of bonds for the CFD, GCG will bill on a
time and materials basis, not to exceed total billings of$25,000.
Upon Closing of First Series of Bonds: GCG shall be paid a fee of$40,000 less any amount paid
prior to bond issuance.
Prior to bond issuance, services shall be billed based on the following hourly fee schedule:
GCG HOURLY SERVICE RATES*
Managing Principal 250/Hour
Principal 240/Hour
Vice President 210/Hour
Senior Associate 185/Hour
Associate 165/Hour
Analyst 140/Hour
Research Assistant 85/Hour
These rates are effective through December 31,2015 and may be adjusted for inflation thereafter.
B. CFD Administration
The budget for CFD administration services in the first two fiscal years is $9,500 per year plus expenses.
This budget includes all aspects of CFD administration, including preparation of the tax levy, delinquency
management, continuing disclosure, and arbitrage rebate calculations. The budget represents a maximum
amount not to be exceeded; additional consulting services beyond those included in the scope of work may
be provided within the maximum budget if total hourly billings are less than the budget maximum.
Alternatively, if the scope of work can be completed for less than the maximum budget, only hours actually
expended will be billed. This maximum fee will be subject to an inflation adjustment after fiscal year
2016-17.
C. Expenses
In addition to fees for service, GCG will be reimbursed for mileage,overnight delivery service, data
purchased from outside data sources, recording fees, and other out-of-pocket expenses.
Consulting Services Agreement between January 20, 2015
City of Dublin and Goodwin Consulting Group, Inc.--Exhibit B Page 1 of 2
D. Limitations
The following services are not included in the scope of work provided above and will be billed on a time and
materials basis or pursuant to a separate contract if needed:
Attendance at more meetings than that set forth for each component of the Scope of Work in
Exhibit A
Formation of multiple CFDs
Issuance of subsequent series of bonds
G:1Agreements\CFD\Special Tax Consultant Agreement.docx
2384267.1
Consulting Services Agreement between January 20, 2015
City of Dublin and Goodwin Consulting Group, Inc.--Exhibit B Page 2 of 2