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HomeMy WebLinkAboutReso 105-17 Goodwin Consulting Group, Inc. Consulting Services Agreement RESOLUTION NO. 105 — 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 Consulting 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: Councilmembers Biddle, Goel, Gupta, Hernandez and Mayor Haubert NOES: ABSENT: ABSTAIN: Mayor ATTEST: /t/o 4C/4-- City Clerk Reso No. 105-17, Adopted 8/15/2017, Item No. 4.3 Page 1 of 1 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. Exhibit A 6) Section 10.12 Integration shall be rescinded in its entirety and replaced with the following: 10.12 Integration. This Agreement, including Exhibits A and B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. 7) EXHIBIT A shall be rescinded in its entirety and replaced with EXHIBIT A SCOPE OF SERVICES, attached with this First Amendment. 8) EXHIBIT B shall be rescinded in its entirety and replaced with EXHIBIT B COMPENSATION SCHEDULE, attached with this First Amendment. 9) Except to the extent inconsistent with this First Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date and year first above written. CITY OF DUBLIN Dated: By: Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk GOODWIN CONSULTING GROUP, INC. Dated: 3/8//7 By: Susan Goodwin, Managing Principal 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-1 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-2 CFD Formation&Administration A-S. 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-3 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-4 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-S 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-6 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. BackPround 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-7 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 A-8 CFD Formation&Administration 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 Service 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 Dublin Crossing Project