HomeMy WebLinkAboutItem 4.04 Bond/FinAdvisoryEDublin (2)
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CITY CLERK
File # D~~[Q]~[Q]
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AGENDA STATEMENT
CITY COUNCIL MEETING DATE: June 2, 1998
SUBJECT:
ATTACHMENTS:
. RECOMMENDATION: ~ 1)
\ 2)
FINANCIAL STATEMENT:
Bond Counsel and Financial Advisory Services for Eastern Dublin
Report Prepared by Richard C. Ambrose, City Manager
1)
Proposal from Jermifer Lin to create a Dublin Ranch Area
Financing District for the construction of infrastructure
improvements.
Agreement for Bond Counsel services between the City of
Dublin and Orrick, Herrington & Sutcliffe.
Agreement for Financial Advisor services between the City
of Dublin and Project Finance Associates.
Agreement between Jennifer Lin and City of Dublin
regarding costs of evaluating infrastructure proposal.
2)
3)
4)
Authorize Staff to undertake an evaluation of the Dublin
Ranch Area Financing District Proposal.
Authorize the Mayor to execute agreements with Orrick,
Herrington & Sutcliffe, Project Finance Associates, and
J ermifer Lin.
The cost to the City for services provided by the Financial Advisor
and Bond Counsel will be reimbursed by Jennifer Lin in an amount
not to exceed $50,000.
DESCRIPTION: The City Staff has been working with property owners in the Eastern
Dublin area to discuss the proposed backbone infrastructure and improvements that will be required to
serve the Eastern Dublin area.
The Eastern Dublin Specific Plan requires the preparation of financial plans identifying the capital
improvements required to serve the area, as well as the financing and sequencing of those improvements.
The proponents ofthe Dublin Ranch property (Jennifer Lin) have secured the services of consultants to
develop a proposal for a Community Facilities Financing District for much of the Eastern Dublin area.
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COPIES TO:
ITEMNO.~
G:\CC-MTGS\98-QTR2\JUNE\6-2-98\AG-LIN .DOC
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In order for the City to evaluate the proposal, it is appropriate for the City to secure the services of
specialized consultants, including an independent financial advisor and bond counsel to provide the City .
Council with an independent evaluation of the Dublin Ranch Area Proposal.
The proponents have agreed to advance funds to the City for retention of these consultants in order to
prepare a report to the City Council evaluating the appropriateness of the formation of a Community
Facilities District, as well as identifying any other financing options to accomplish the development of
backbone infrastructure.
In the event that the City does proceed with the implementation of debt financing for infrastructure in the
Eastern Dublin area, the funds advanced by the Lins may be eligible for reimbursement from the proceeds
of any future debt issuance.
It is Staff's recommendation that the Council authorize Staff to proceed with the evaluation of the Lin
proposal and authorize the Mayor to execute agreements to accomplish that evaluation.
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PROPOSAL
DUBLIN RANCH AKE.A FINANCING DlS1RlCT
em OFDUBllN, ALAMEDA COUNTY, CALlFORh'IJA
Th'ITIAL PHASE lNFRASTRUCTIJRE IMPROVEMENTS
INTRODliCTION
There is a strong need to establish an early financing vehicle or process to fund critical
freeway interchanges, major streets, drainage, water, sewer, reclaimed water and park
improvements for the City of Dublin's Eastern Dublin Specific Plan area. The f~cus of
this presenUJ.I..ion is to identify a reasonable boundary for a financing district within the
City limits; establ1sh a list of needed improvements for early construction; develop
probable construction cost estimates and construction related fees for design, permits plan
checkinf.. inspection, etc_, delineate probable fee advances/offsets, Le., TIF and PFF, etc.,
suggest a methodology for spreading the inspection costs to benefiting properties
including Lands of the iJameda County Surplus Property Authority planned for private
development. Also included is a brief discussion of the recommended financing
procedures.
PROPOSED BOUNDlJUES
The suggested boun~-ies for the proposed Financing District would be as follows:
On the South
On the West
On the North
On the East
State Route 580
Tassajara Creek (Except Northerly of Gleason)
Lands of Koller & Chang Su-O-Lin
Fallon Road & Chang Su-O-Lin
See attached Prelimina..ry Boundaries Plat. The landowners include Chang Su-O-Lin,
Dublin Land Company, all east of Tassajara Road and Casterson, Koller, Alameda
County Smplus Property Authority and USA westerly of TaSsajara Road.
PROPOSED IMEROVEMENTS
Major Street<;: .
The Initial phase improvements are intended to provide all the adjacent properties
utility service and access, but not all the typical frontage improvements. The total
right of way grading is included to provide area for utility construction and where
grading at later stages is not practical. The initial proposed pavement width on
Fcllon Road, Gleason Drive and Dublin Boulevard is 16 feet each side of the
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median plus an 8-foot gravel shoulder. The estimates also include joint trench .
"facilities__
Dublin Boulevard Tassajara Road to Fallon Road (6300 LF) - TlF hnprovements
including two lanes, shoulders, median reserve, double mast street lights, local
drainage and joint trench.
Gleason Drive Tassajara Road to Fallon Road (4800 LF) - TIP hnprovements
including two lanes, shoulders, median reserve, double mast street lights, local
drainage and joint trench.
Fallon Road
1-580 to South boundary of Phase 1 subdivision (6200 LF) - TIP Improvements
including two lanes, shoulders, median reserve, double mast street lights, local
drainage and joint trench.
Tassajara Road, Dublin Road to Gleason Drive (2500 LF) Portion of TIP
Improvement including roadway reconstruction to four lanes, 28 foot landscaped
median reserve, double mast street lights, local drainage and joint trench.
Tassajara Road, Gleason Drive to North boundary Phase 1 (4800 LF) Portion of
TIP improvement including roadway reconstruction to four lanes, 38 foot .
landscaped median reserve, double mast street lights and local drainage.
Freeway Improvements
1-580 Tassajara Road Interchange - Interim Improvements - TIP Improvements
1-580 Fallon Road Interchange - Stage 1 Interim Improvements - TIP Improvements
Signal Improvements
Dublin Boulevard @ Tassajara Road
Gleason Drive @ Tassajara Road
Dublin Boulevard @ Fallon Road
Gleason Drive @ Fallon Road
Upgrade existing
New Signal
New Signal
New Signal
Drainage Improvements
in-addition to local str~et drai~ageimprovements major drainage improvements
are proposed including a lined channel and landscaped buffer along 1-580 and
underground drainage extensions at three locations to Dublin Boulevard.
Additionally, excess excavation generated from construction of project
improvements to be placed in areas currently designated by FIRM documents to .
be subject to flooding.
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Park Improvement
It is proposed to fund $5,000,000 for park improvement on site located on
Tassajara Road between Gleason Drive and Central Drive on land provided by
County. This funding to be offset by the Public Facility Fee.
DUBLIN SAN RAMON SERVICES DISTRICT IMPROVEMENTS
Various sanitary sewer, potable water and reclaimed water pipelines and appurtenances
ar~ currently being constructed or are soon to be constructed by the DSRSD. They
include:
potable water mains in Gleason, east to Tassajara then north in Tassajara and east
through the Lin Project to Fallon Road. The main will then run northerly in Fallon to the
new Zone 2 reservoir.
A recycled water main will be constructed in Dublin Boulevard and run southerly in
Fallon Road.
A sanitary sewer main will extend easterly to Tassajara Road.
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"rater Improvements
16" in Dublin Boulevard., Tassajara to Fallon
18" in Tassajara, Zone 7 Turnout to Gleason
12" in Gleason, Tassajara to Fallon
18" in Fallon, Dublin to Gleason
Zone 7 Turnout south of 1-580
Sewer Improvements
30" in Dublin Boulevard,- Tassajarato Fallon - .
18" 15" & 12" in Tassajara, Dublin to limit
.10" in Gleason, Tassajara to Fallon
:- . ~ecl~~ed_~7 ater Improvements
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10" in Tassajara, Dublin to Gleason
16" in Gleason, Tassajara to Fallon
Pump Station on Fal16n Road and 12'.' and 16" ~mains to a new reclaimed water
tank.
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CONSTRUCTION COSTS ESTIMATES
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Provided herein are the estimated construction costs for the above described
improvements. Unit prices are based on our recent experience on similar projects and
include an inflation adjustment for early 1999 construction. Please take note that these
unit prices are considerably less than those documented in the DSRSD'S Eastern Dublin
Plan Update and in the City of Dublin Traffic Impact Fee, both in the range of 20%.
To the designated construction costs above described (excluding Parks and Freeway
Interchange Imps.), we have for this estimate added the following:
1-580 @ Tassajara Road
1-580 @ Fallon Road'
$ 1,500,000
$11,000,000
FEE P A 'YMENTS/CREDITS
The proposed street and freeway improvements designated are covered by City Traffic
Impact Fee (rIP), therefore the TIF value of such construction would be a credit to the
respective l~d owners:,~e 'V.'o~_d ~so propose that Public Facilities Fee (PFF) credit for
the initial park fu-nding would be applicable.- . _'
Assuming water, sewer, and recycled water improvement construction is expedited by the
. . financing. district. then- the' appropriate credit against DSRSD connection should be
- -~~ conside~ed similar to the-TIF credit noted above.
Right of Way acquisition may be necessary if affected property owners will not dedicate.
,'Whether dedicated or acquired credit offsets t6 the RJW portion of the TIF would be
appropriate.
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2 Financing
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Preliminary Engineer's Estimate
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Dublin Ranch Area Financing District
City of Dublin, Alameda County, California
Initial Phase Infrastructure Improvements
Cost Summary
1. Design & Construction
Dublin Boulevard
Gleason Drive
Fallon Road
Tassajara Road
Tassajara Interchange
Fallon Interchange
Storm
Community Park
Water System
Sanitary System
Reclaimed ''Vater
SUBTOTAL DESIGN & CONSTRUCTION
14.5% +
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3,485,000
3,148,000
3,656,000
6,542,000
1,500,000
11,000,000
4,514,000
5,000,000
$4,765,000
2,763,000
4.300.000
$50,673,000
7347 .000
58,020,000
3. Bond Reserve Fund"
8%+ "" 4.h40,OOQ
$62,660,000
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Prepared by the firm of
MacKay & Somps
San Jose, California
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BENEFIT SPREAD METHODOLOGY
Streets
The proposed work in initial Phase 1 financing is the center portion of the street
as opposed to direct frontage improvements. The street work should therefore be
spread to all parcels within the district except parks and school sites. The drainage
should be spread on a frontage basis with any oversizing charged to the tributary
area. The joint trench costs should be spread on a frontage basis.
Freeway Interchanges
The interchange improvements should be spread to all parcels.
The TIF ordinance has established a basis of spreading fees to the various land
uses. It is suggested that benefits to the various parcels would be proportional.
Therefore the costs of streets and the freeway interchanges would be spread in
proportion to the TIF schedule.
Park
.
The Public Facilities Fee (PFF) ordinance has established rates for various land
uses. It is proposed that the improvement cost for the park be prorated to the
entire district in proportion to the PFF fee schedule.
Sanitary Sewer And ~T ater
The properties fronting the proposed mains receive a direct benefit. Therefore the
equivalent cost of an 8" main should be prorated to the fronting properties and the
oversizing costs spread on an acreage basis to the entire district.
,_ _' T:~~ _~~te~~eservoir and p_ump station shcmld be spread to the entire district on an
-- --. - ,- acre'-age basis. -- - - - - - - -
Reclaimed \Vater
_ The reclaimed . water sy~_tem is primarily a disposal system of the sanitary sewer
and therefore should .be -spread throughout the district on an acreage basis. The
primary users will be the City for parks and landscaping and the golf course.
Since there is more benefit to the golf course, the rate per acre for the golf course
shoulcfbe twice the-rate forotherJands (presumes consumer water,rate is les~ than
potable rate).
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Right of 'Way
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Actual Cost + Dedication Value
Spread like streets
Note lien adjusted for Dedication.
BOND FINANCE ALTERNATIVES
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The time line for the fonnation of the typica11913/1915 Assessment District is 31 weeks
presuming most of the preliminary engineering has been completed prior to starting the
proceedings. This assumes no major obstacles, no validation action required, right-of-
ways are available and council actions are timely. The time line for a Community
Facilities District (CFD) is 25 weeks with the same assumptions as above. In addition, all
property owners must wave the 90 days waiting period prior to election and the special
tax fo~ula. analyzed ~d discussed prior to the start of proceedings.
With the November '96 approval of Proposition 218, the viability of an Assessment
District proceeding seems improbable unless the Agency's have the - cash to fund the
<<General Benefit's as compared to the ..Special Benefits". Recent experience in many
other communities throughout California has shown them that a Community Facilities
District is the preferred solution. MacKay & Somps has recently assisted the City's of
San Jose, Fremont, and Scotts Valley in the fonnation of their first Community Facilities
District.
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ATTACHMENTS
MELLo-Roos - COMMUNITY FACILITJES DISTRlCT TIMELINE
PRELIM:INARY ENGINEER'S ESTIMATE FOR
ROADWAY AND PIPELINE IMPROVEMENTS
MAP EXHIBITS
PRELIlv.1:mARY BOUNDARIES PLAT
PRoPOSED IMPROVEMENTS - STREETS MTD DRAINAGE
PROPOSED IMPROVEMENTS - WATER, RECLAIMED WATER. SEWER
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FORJ\1A.TION-OF-iMELw':!ioos C6-MMUN-iri FACILITIES DISTRiCT
TIMELINE AND SCHEDULE OF EVENTS
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Mandated --- Estimated -.
Event Tim elin e Timeline * Notes
Landowners submit None Week 1 City may have fonnal application
application/petition to form and may request waiver of 90-
CFD day waiting period as part of
petition.
Preparation of houndaI)' None Week 4 Timeline assumes special tax
map, special tax fonnula, - formula has been analyzed and
list of authorized discussed prior to initiation of
inlprovements, and draft CFD formation.
Resolution of Intention
All hands meeting to review None Week 5 Assumes only one meeting is
draft documents. ne"'...ded in addition to other
meetings that occurred before
formation process was initiated.
final comments regarding None Week 7 Asswiies documents will be
draft documents received fmalized after this comment
from City staff and property period.
owners.
Final boundary map, special None Week 9
tax formula, and list of
authorized improvements
prepared.
Council adopts Resolution Within 90 days Week 11 City Council meeting-
oflntention to form CFD after formation
and Issue Bonds. Date and process is initiated
time of public hearing
identified,
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Clerk files copy'ofboundary . Within l5_d8.ys -of -- WeeK 13 - - -
map with County recorder. - Resolution of -- . -- - -
-
-- -- Intention
Clerk publishes notice of -- - Published at least 7 Week 15
pU1Jli~h~g - -- class prior to public _ - -'
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-~ - -- -- - ---
-- - ~- " - - heannO"
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-- -
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Notice and ballots mailed to None Week 15 Assumes waivers have been
property_ Cl~ers..::_: - -- - - -- - . -- -... . - . received from all property ovmer
. - .--- -- ...... waiving 90-day waiting period
- --
- - -. before election.
---
Draft preliminary official None Week 15
stalement circulated for --- -- ..
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review by financing team__ - . --. -~.. - - -- - --
. TimeIine: and Schedule: of Events
Event
Mandated
Timeline
Estimated
TimeIine *
Notes
Public Hearing; Council
adopts Resolution of
Formation. Landowner
election; Council certifies
election results.
Not less than 30
days after adoption
of Resolution of
Intention
Week 18
City Council meeting. Assumes
100% waiver of 90-day waiting
period before election.
Final comments regarding
preliminary official
statement submitted to
underwriter/financial
adviser.
None
Week 20
Notice of special tax lien
recorded with County
recorder
None
Week 20
Bonds sold
None
Week 22
Final official statement
distributed
None
Week 23
Bond closing; proceeds
available
None
Week 25
* Estimated timcIine assumes considerable planning and analysis occurs prior to commencement of
formation procee1iings, and no major obstacles are encoun:Jered during proceedings. Time1ine also assumes
City Council action within two weeks of available dbc.uments, and no Vl,Tidtrti(1n action is needed.
David Taussig & Associates, Inc.
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_ Preliminary Engineer's Est~mate.
Dublin Ranch Area Financing District
City of Dublin, Alameda County, California
Initial Phase Infrastructure Improvements
Unit
Price
Amount
Item Quantity
Unit Description
Dublin Boulevard (6300 L.F.)
1. 100,000 c.y Rough Grading
2. - 201,600 S.P. Pavement
3. 100,800 S.F. 8" AB Shoulder
4. 12,600 L.F. Median Curb"
5. 35 Each Electroliers & Conduit
6. 500 L.P. 54" RCP
7. 1,500 L.F. 48" RCP
s. 1,500 L.F. 42" RCP
9. 1,000 L.F. 36" Rep
10. 500 L.F. 15" RCP
11. 9 Each Stonn Manhole
12. 6,300 L.F. Joint Trench
4.00
4.00
1.00
- 12.00
3,500.00
110.00
90.00
SO.OO
70.00
40.00
2,500
80.00
39%+
Gleason Drive (4800 L.F.)
1. 260,000 CY. Rough Grading
2. 153,600 -- S.p. Pavement
3. I 76,800 S.F. 8" AB Shoulder
". ~4:'_- __ . 9,6~~- ~:~H~' L.F.-':_-MediariCurb -
:J. 26 - Each Eledroliers & Conduit
6. _ 600" LP. 48" RCP
_ _ __ _ 7. - 600--: LF. 36" Rtp- --
H__ _ _ 8. -. -:-=---=- 1,500 -~- L.E: --.--18'~ RCF - - --=:
9.--- 500 "_ L.F.- 15" RCF
11. 8 - "Each Iv1anhole
:.---..:._:--:-_ ~ --:12.- __ ~_4,800::-_-' c L.F_o____JQ0J; I:~~0 _ ---
. .
3.00
4.00
1.00
- 12.00--
3,500.00
90.00
70.00
45.00
40.00
2~500
80.00
39%+
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400,000
806,400
100,800
151,200
122,500
55,000
135,000
120,000
70,000
20,000
22,500
504,000
$2,507,400
$977,600
$3,485,000
780,000
614,400
76,800
-- 115,200
91,000
54,000
42,000
67,500
20,000
20,000
384,000
$2,264,900-
$883,100
$3,148,000
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Fallon Road' (6200)
1. 150,000 c.Y. Rough Grading
2. 198,400 S.F. Pavement
3. 99,200 S.F. 8" AB Shoulder
4. 12,400 L.F. Median Curb
5. 34 Each Electroliers & Conduit
6. 800 L.F. 42" RCP
7. 1,000, L.F. 36" RCP
8. 2,500 L.F. 15" RCP
9. 12 Each Manhole
10. 6,200 L.F. Joint Trench
11. 2 Each Signal
Tassajara Road (7300 L.F.)
I. 1 L.S. Clearing/Pavement
2 741,000 S.P. Grading
3. 366,000 S.P. Pavement
4. 13,200 L.F. Median Curb
:1.' 125,000 S.P. 8" AB Shoulder
6. 1 L.S. Gleason Signal
7. 1 L.S. Dublin Signal (Mod.)
8. 40 Each Electrolier & Conduit
9. _ 200,000 S.P. Landscape & Irrigation
10. I 2,200 L.P. 15" RCP
__ 11_;. :,.:_-:::1,800: -:-_L.F:~::_ 18'~Rg- __
_ 12. _. 2,000.." 'LF'- "24" ReI' --
13. 800 L.p', 30" RCP
14. 1,400 L.F. 36" RCP_-
15:__ __.:~:.~.p~___.n:_-: Each- Manhole
__ ~_ __ 16. n 7,3QO L~F: - "Joint Trench
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200,000
370,500
1,464,000
158,400
125 ,000
130,000
70,000
140,000
1,000,000
88,000
81,000
100,000
48,000
98,000
50,000
584,000
$4,706,900
39%+ $1,835,100
____ ~:___ _ n, ~ _ _-u __ __ --516,542,000
3.00
4.00
1.00
12.00
3,500.00
80.00
70.00
, 40.00
2,500.00
80.00
130,000
39%+
200,000
0.50
4.00
12.00
1.00
130,000
70,000 .
3,500
5.00
40.00
45.00
.50.00
60_00
70.00
2500.00
80.00
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450,000
793,600
99,200
148,800
119,000
64,000
70,000
100,000
30,000
496,000
260,000
$2,630,600
$1,025,400
$3,656,000
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I. 1,550 L.F. Lined Channel
2. 2,850 L.F. Lined Channel
3. 1,150 L.F. 12 x 9 Box
4. 200 L.F. 11 x 9 Box
5. 1,350 L.F. 84" Pipe
6. 4,000 L.F. 72" Pipe
7. 1 L.S._ Street Crossings.
8. 1 L.S. Inlet & Junction Structures
300
250
550
500
250
200
50,000
150,000 -
39%+
TOTAL STORM
Water System
Zone 1 &2 -
I. 9,700 L.F. 18" Pipe
2. 6,300 L.F. 16" Pipe
3. 320 L.F. Bore & Jack 18" w / casing
4. 6,600 L.F. 12" Pipe
80.00
70.00
400.00
50.00
Subtotal
39%+
450,000
Subtotal
:J. 1 L.S. Turnout
Zone 3
6.
_ - 1,800
L.F. 14" Pipe
7.
_ ___ L::- __-~~:_-_L.S. - ~I~u,ui.p Station_ -- -
1- . L.S. Reservoir 3A- ---
_ s.
. TOTAL WATER
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465,000
712,500
632,500
100,000
337,500
800,000
50,000
150,000
$3,247,500
1,266,500
$4,514,000
776,000
441,000
128,000
330,000
$1,675,000
653,000
450,000
$2,778,000
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- SaDitary System - --. --- -- ..
1. 6,300 1.F. 30 " Pipe
2. 1,500 1.F. IS" Pipe
3- 2,500 1.F. 15" Pipe
4. 3,400 1.F. 12" Pipe
5- 4,700 1.F. 10" Pipe
6. 40 Each Manhole
1.
2.
Recla.inl.ed Water
2,500 1.F.
900 1.F.
8,000 1.F.
,..,
Q.
4.
5.
1 1.S.
1 1.S.
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TOTAL SANITARY
10" Pipe
12" Pipe
16" Pipe
Pump Station
Reservoir R2
TOTAL RECLAIMED WATER
Prepared by the firm of _
MacKay & Somps
San Jose, California
200.00
80.00
60.00
50.00
40.00
2,500_00
39%+
40.00
60.00
70.00
Subtotal
39%+
748,000
2,560,000
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page40fe
1,260,000
120,000
150,000
170,000
188,000
100,000
$1,988,000
775,000
2,763,000
100,000
54,000
560,000
$714,000
278,000
748,000
2,560,000
$4,300,000
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AGREEMENT FOR BOND COUNSEL SERVICES
BETWEEN THE CITY OF DUBLIN AND ORRICK, HERRINGTON & SUTCLIFFE
THIS AGREEMENT is made at Dublin, Califomi~ as of June 2, 1998, by and between
the CITY OF DUBLIN, a municipal corporation ("City"), and Orrick, Herrington & Sutcliffe,
LLP ("Consultant"), who agree as follows:
1. SERVICES.
Subject to the terms and conditions set forth in this Agreement, Consultant shall provide
to City the services described in Exhibit A. Consultant shall provide said services at the time,
place, and in the manner specified in Exhibit A.
2. PAYMENT.
City shall pay Consultant for services rendered pursuant to this Agreement at the time and
in the manner set forth in Exhibit B. The payments specified in Exhibit B shall be the only
payments to be made to Consultant for services rendered pursuant to this Agreement. Consultant
shall submit all billings for said services to City in the manner specified in Exhibit B; or, ifno
manner be specified in Exhibit B, then according to the usual and customary procedures and
practices which Consultant uses for billing clients similar to City.
3.
FACILITIES AND EQUIPMENT.
Except as set forth in Exhibit C, Consultant shall, at its sole cost and expense, furnish all
facilities and equipment which may be required for furnishing services pursuant to this Agreement.
City shall furnish to Consultant only the facilities and equipment listed in Exhibit C according to
the terms and conditions set forth in Exhibit C.
4. GENERAL PROVISIONS.
The general provisions set forth in Exhibit D are part of this Agreement. In the event of
any inconsistency between said general provisions and any other terms or conditions of this
Agreement, the other term or condition shall control insofar as it is inconsistent with the general
proVIsIons.
5. EXHIBITS.
All exhibits referred to herein are attached hereto and are by this reference incorporated
herein.
6. SUBCONTRACTING.
The Consultant shall petform the work contemplated with resources available within its
own organization and no portion ofthe work pertinent to this contract shall be subcontracted
without written authorization by the City, except that which is expressly identified in the
Consultant's proposal.
Agreementfor Bond Counsel Services 1
between Dublin and Orrick, Herrington & Sutcliffe
A TI"ACHMENf' II
7. CHANGES.
.
City may from time to time require changes in the scope of the services by Consultant to
be performed under this Agreement. Such changes, including any change in the amount of
Consultant's compensation which are mutually agreed upon by City and Consultant, shall be
effective as amendments to this Agreement only when in writing.
8. RESPONSIBLE CHARGE.
Consultant shall assign a project manager(s) to the project for the duration of the project.
There shall be no change in the Project Manager or members of the project team without prior
written approval by the City. The Project Manager for Consultant shall be Sam Sperry.
9. CONTRACT ADMINISTRATION.
This Agreement shall be administered by RICHARD AMBROSE, City Manager
("Administrator"). All correspondence shall be directed to or through the Administrator or his or
designee.
10. NOTICES.
Any written notice to Consultant shall be sent to:
Sam Sperry
Orrick, Henington & Sutcliffe
400 Sansome Street
San Francisco, CA 94111
Any written notice to City shall be sent to:
.
Richard Ambrose
City Manager
P. O. Box 2340
Dublin, CA 94568
.
Agreement/or Bond Counsel Services
between Dublin and Orrick, Herrington & Sutcliffe
2
.
.. J .__ - - -,~. - -
Executed as of the day first above stated:
CITY OF DUBLIN,
a municipal corporation
By
"City"
Attest:
City Clerk
ORRICK., HERRINGTON & SUTCLIFFE
By
Sam Sperry
Approved as to form:
. City Attorney
.
J:\WPDIRJA\BONDCNSLDOC
EHS:Ija
Agreement for Bond Counsel Services
between Dublin and Orrick, Herrington & Sutcliffe
._._.~ ~- .~-~~~ ~:- -.. ..
3
EXHIBIT A
SCOPE OF SERVICES AND SCHEDULE
Per Request for ProposalsIBond Counsel Services, dated April1?, 1998
and
Proposal for Bond Counsel Services from Orrick, Herrington & Sutcliffe
Agreementfor Bond Counsel Services
between Dublin and Orrick, Herrington & Sutcliffe
.
.
.
4
. I --- _ -.-..:..:. ~- ~- -~- ~ -~..-
.
.
.
EXHIBIT B
PAYMENT SCHEDULE
City shall pay Consultant at the rate of$150 an hour for attorney services but not to exceed the
total sum of Fifteen Thousand Dollars ($15,000) for services to be performed pursuant to this
Agreement. City shall also pay for out-of-pocket expenses for car travel at 30 cents per mile (plus
parking and bridge tolls), copies at 20 cents per page, telephone and facsimile charges as incurred,
and postage and express delivery charges as incurred, with a cap of Five Thousand Dollars
($5,000) on the out-of-pocket expenses. Consultant shall submit invoices at the end of project
based on the cost for services performed in accordance with the Proposal for Bond Counsel
Services.
The total sum stated above shall be the total which 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
unless such extra service and the price therefor is agreed to in writing executed by the City
Manager or other designated official of City authorized to obligate City thereto prior to the time
such extra service is rendered and in no event shall such change order exceed twenty-five percent
(25%) of the initial contract price.
The services to be provided under this Agreement may be tenninated without cause at any point
in time in the sole and exclusive discretion of City. If the Agreement is terminated by City,
Consultant shall be entitled to receive just and equitable compensation for any satisfactory work
completed on such documents and other materials to the effective date of such termination. In
that event, all finished and unfinished documents and other materials shall, at the option of the
City, become City's sole and exclusive property. Consultant hereby expressly waives any and all
claims for damages or compensation arising under this Agreement. Consultant shall maintain
adequate logs and timesheets in order to verifY costs incurred to date.
The Consultant is not authorized to perform any services or incur any costs whatsoever under the
terms of this Agreement until receipt of a fully executed Purchase Order from the Finance
Department ofthe City of Dublin.
5
Agreement for Bond Counsel Services
between Dublin and Orrick, Herrington & Sutcliffe
EXHIBIT C
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Contractor's use while consulting with City employees and reviewing
records and the information in possession of City. The location, quantity, and time offurnishing
said physical facilities shall be in the sole discretion of City. In no event shall City be obligated to
furnish any facility which may involve incuning any direct expense, including, but not limiting the
generality of this exclusion, long-distance telephone or other communication charges, vehicles,
and reproduction facilities.
Agreement for Bond Counsel Services
between Dublin and Orrick, Herrington & Sutcliffe
.
.
.
6
.
.
.
- -----_._-~ <- .~.-
EXHffirr D
GENERAL PROVISIONS
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 engineering services rendered
pursuant to this Agreement; however, City shall not have the right to control the means by
which Consultant accomplishes services rendered pursuant to this Agreement.
2. LICENSES: PERMITS: ETC.
Consultant represents and warrants to City that he has all licenses, permits,
qualifications and approvals of whatsoever nature which are legally required for
Consultant to practice his profession. Consultant represents and warrants to City that
Consultant shall, at his sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals which are legally required for
Consultant to practice his profession.
3. TIME.
Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary for satisfactory performance of Consultant's
obligations pursuant to this Agreement.
4. INSURANCE REQUIREMENTS.
Consultant shall procure and maintain for the duration of the contract insurance
against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the work hereunder by the Consultant, his agents,
representatives, employees or subcontractors. The cost of such insurance shall be
included in the Consultant's bid.
7
Agreement for Bond Counsel Services
between Dublin and Orrick, Herrington & Sutcliffe
A. .Minimum Scope of Insurance.
Coverage shall be at least as broad as:
.
(1) 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; or Insurance Services Office Commercial General
Liability coverage ("occurrence" form CG 0001).
(2) Insurance Services Office form number CA
0001 (Ed. 1/78) covering Automobile Liability, code 1 "any
auto" and endorsement CA 0025.
(3) Worker's Compensation insurance as
required by the Labor Code of the State of California and
Employers Liability Insurance.
than:
B. Minimum Limits of Insurance. Consultant shall maintain limits no less
(1) General Liability: $1,000,000 combined
single limit per occurrence for bodily injury, personal injury and
property damage. If commercial General Liability Insurance or .
other form with a general aggregate limit is used, either the
general aggregate limit shall apply separately to this
projectllocation or the general aggregate limit shall be twice the
required occurrence limit.
(2) Automobile Liability: $1,000,000 combined
single limit per accident for bodily injury and property damage.
(3) Workers Compensation and Employers
Liability: Workers Compensation limits as required by the
Labor Code of the State of California and Employers Liability
limits of$I,OOO,OOO per accident.
C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City. At the option of the City, either the
insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its
officers, officials and employees; or the Consultant shall procure a bond guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
D. Other Insurance Provisions. The policies are to cont~ or be endorsed to cont~
the following provisions:
(1)
Coverages.
General Liability and Automobile Liability
.
Agreementfor Bond Counsel Services
between Dublin and Orrick, Herrington & Sutcliffe
8
.
.
.
- "._"-
(a) The City, its officers, officials,
employees and volunteers are to be covered as insureds
as respects: liability arising out of activities performed
by or on behalf of the Consultant; products and
completed operations of the Consultant, premises
owned, occupied or used by the Consultant, or
automobiles owned, leased, hired or borrowed by the
Consultant. The coverage shall contain no special
limitations on the scope of the protection afforded to the
City, its officers, officials, employees or volunteers.
(b) The Consultant's insurance
coverage shall be primary insurance as respects the City,
its officers, officials, employees and volunteers. Any
insurance or self-insurance maintained by the City, its
officers, officials, employees or volunteers shall be
excess ofthe Consultant's insurance and shall not
contribute with it.
(c) Any failure to comply with
reporting provisions of the policies shall not affect
coverage provided to the City, its officers, officials,
employees or volunteers.
(d) The Consultant's insurance
shall apply separately to each insured against whom
claim is made or suit is brought, except with respect to
the limits of the insurer's liability.
(2) Worker's Compensation and Employers
Liability Coverage.
The insurer shall agree to waive all rights of subrogation against
the City, its officers, officials, employees and volunteers for
losses arising from work performed by the Consultant for the
City.
(3) Professional Liability.
Consultant shall carry professional liability insurance in an
amount deemed by the City to adequately protect the City
against liability caused by negligent acts, errors or omissions on
the part of the Consultant in the course of performance ofthe
services specified in this Agreement.
(4)
All Coverages.
9
Agreementfor Bond Counsel Services
between Dublin and Orrick, Herrington & Sutcliffe
Each insurance policy required by this clause shall be endorsed to 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.
E. Acceptability of Insurers.
Insurance is to be placed with insurers with a Bests' rating of no less than A: VIII.
F. Verification of Coverage.
Consultant shall furnish City with certificates of insurance and with original
endorsements effecting coverage required by this clause. 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 certificates and endorsements are to be received and approved by the City before
work commences. The City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
H. The Risk Manager of City may approve a variation of those insurance
requirements upon a detennination 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.
5. 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.
6. ASSIGNMENT PROHlBITED.
No party to this Agreement may assign any right or obligation pursuant to this Agreement.
Any attempted or purported assignment of any right or obligation pursuant to this Agreement
shall be void and of no effect.
7. 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 ohhis
Agreement, desires the removal of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, cause the removal of such person or persons.
8. 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 his profession. All
instruments of service of whatsoever nature which Consultant delivers to City pursuant to this
Agreement for Bond Counsel Services 10
between Dublin and Orrick, Herrington & Sutcliffe
.
.
.
- - .-
.. .. .- -.. ~~. -_.-
_.~._-.,........... .~ ..-'~'-~~-
Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to
the standards of quality normally observed by a person practicing in Consultant's profession.
9. HOLD HARMLESS AND RESPONSmn..ITY OF CONSULTANTS.
Consultant shall take all responsibility for the work, shall bear all losses and damages
directly or indirectly resulting to him. to any subconsultant, to the City, to City officers and
employees, or to parties designated by the City, on account of the negligent petformance or
character of the work, unforeseen difficulties, accidents, occurrences or other causes predicated
on active or passive negligence of the Consultant or of his sub consultant. Consultant shall
indemnify, defend and hold harmless the City, its officers, officials, directors, employees and
agents from and against any or all loss, liability, expense, claim, costs (including costs of defense),
suits, and damages of every kind, nature and description directly or indirectly arising from the
negligent petformance of the work. This paragraph shall not be construed to exempt the City, its
employees and officers from its own fraud, willful injury or violation oflaw whether willful or
negligent. For purposes of Section 2782 of the Civil Code the parties hereto recognize and agree
that this Agreement is not a construction contract. By execution of this Agreement Consultant
acknowledges and agrees that he has read and understands the provisions hereof and that this
paragraph is a material element of consideration.
Approval of the insurance contracts does not relieve the Consultant or subconsultants
from liability under this paragraph.
10.
GOVERNMENTAL REGULATIONS.
To the extent that this Agreement may be funded by fiscal assistance from another
governmental entity, Consultant shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
11. DOCUMENTS.
All reports, data, maps, models, charts, designs, plans, studies, surveys, photographs,
memoranda or other written documents or materials prepared by Consultant pursuant to this
Agreement shall become the property of City upon completion of the work to be perfonned
hereunder or upon termination ofthe Agreement. No such materials or properties produced in
whole or in part under this Agreement shall be subject to private use, copyrights, or patent rights
by Consultant in the United States or in any other country without the express written consent of
City. City shall have unrestricted authority to publish, disclose (as may be limited by the
provisions of the California Public Records Act), distribute, and otheIWise use, copyright or
patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or
properties produced under this Agreement.
11
Agreement for Bond Counsel Services
between Dublin and Orrick, Herrington & Sutcliffe
CITY OF DUBLIN
Po. Box 2340, Dublin, California 94568
.
City Offices, 100 Civic Plaza, Dublin, California 94
April I?, 1998
To: Finns Invited To Submit Proposals For Bond Counsel Services
Enclosed arc doculllcnts related to a Request For Proposal (RF!') [or the services o[ a 130nd Counsel.
Although the scope of the project is more fully described in the RFP docwnent, the City is seeking
independent preliminary services to evaluate public financing opportunities in response to a'request by a
major landowner in a developing area of the City.
Please note that although the current scope of work will involve the evaluation of public financing
options, there has been no commitment to have the process result in a public debt issuance. Concurrent
with the request for legal services the City is also conducting a selection process for an independent
Financial Advisor. The RFP for the Financial Advisor has been included for information only as a
background docwnent.
.
As noted in the RFP the selection process is being coordinated by Richard C. Ambrose, City Manager.
Mr. Ambrose may be reached at (925) 833-6650. Responses must be submitted by 2:00 p.m. May 4,
1998.
On behalf of the City of Dublin and the Dublin San Ramon Services District, we appreciate your interest
ill considering our project.
.
Administration (510) 833-6650 . City Council (510) 833-6605 . Finance (510) 833-6640 . Building Inspection (510) 833-6620
Code Enforcement (510) 833-6620 . Engineering (510) 833-6630 . Parks & Community Services (510) 833-6645
Economic Development (510) 833-6650 . Police (510) 833-6670 . Public Works (510) 833-6630
Community Development (510) 833-6610 . Fire Prevention Bureau (510) 833-6606
.
.
.
.:: -
~ ___- _ ._.n_~ ~ ..~
....--"'"._:....--~,.- _.~.~-~,.._-.........~I. - ......._~--
_'._ __'_~ ___~"""'. _.. _. ._., .~.~_ .~._,...r-
CITY OF DUBLIN
REQUEST FOR PROPOSALS
BOND COUNSEL SERVICES
The City of Dublin is seeking proposals for bond counsel services to assist the City and the Dublin
San Ramon Services District (DSRSD) in evaluating a developer's request for the City to form a
Community Facilities District (CFD) to finance sewer, water, reclaimed water, freeway interchange,
roadway and other infrastructure improvements.
This Request For Proposal (RFP) describes the City's and Dublin San Ramon Services District's
needs for bond counsel services and is organized into the following sections:
I. BACKGROUND
II. PURPOSE OF THE REQUEST
111. SCOPE OF SERVICES
IV. SELECTION PROCESS AND CRITERIA
V. REQUIREMENTS FOR PROPOSALS
VI. ADDITIONAL INFORMATION
I. BACKGROUND
Municipal services are provided within the City of Dublin's boundaries by the City of Dublin and
DSRSD. DSRSD, which is organized under the State of California Community Services District law,
is responsible for providing water, reclaimed water and sewer services. The City provides all other
services.
In May 1992, the City adopted the Eastern Dublin Specific Plan. The Plan was subjected to an
unsuccessful legal challenge and unsuccessful voter referendum. The SpecifiC Plan Area totals
3,302 acres, approximately 2,238 acres of which have already been annexed to the City.
In the Specific Plan Area and in the annexed portion of the Specific Plan Area, there are multiple
property owners. The two largest property owners in the Specific Plan Area are Chang Su-O-Lin,
who owns 1,556 acres in the Specific Plan Area including approximately 1,367 acres within the
annexed portion of the Specific Plan Area; and the Alameda County Surplus Prop~rty Authority
(ACSPAt,- which owns 700 acres in the annexed portion of the Specific Plan Area.
During the past year, Alameda County has been selling/developing portions of its property for
industrial, residential and commercial uses. The County has approached financing infrastructure on a
pay-as-you-go basis, by installing infrastructure or paying development and impact fees to the City
(Traffic Impact Fees, Public Facility Fees, Freeway Interchange Fees and Fire Impact Fees) and
utility connection fees to Dublin San Ramon Services District.
Recently, representatives of the largest property owner (Chang Su-O-Lin) have requested that the
City establish a Community Facilities District to finance backbone infrastructure for the area that is
currently annexed to the City. The request includes a list of suggested improvements and proposed
- 1 -
boundaries for the di3trict. Those boundaries include other property owners, but the Chang Su-O-Lin .
property holdings are more than 50% of the total area proposed for inclusion in the district.
The City has contacted the other property owners who are currently within the City to ascertain their
interest in participating in such a district. To date, the other property owners are opposed to being
included in the district. In addition, the City and DSRSD staffs have met and determined that they are
not entirely in agreement with the improvements proposed for_ inclusion in the district by the
developer.
The selected bond counsel will be permitted to submit a proposal to be bond counsel for a public
financing in the event that the City decides to issue bonds. b/..Q preference will be given.
II. PURPOSE OF THE REQUEST
The City of Dublin and DSRSD are interested in securing the services of bond counsel to evaluate the
recommendations the City and DSRSD will receive from an independent financial advisor whose
services are also currently being sought. A copy of the RFP for the independent financial advisor is
attached.
The City and DSRSD have agreed that the City will function as the lead agency in this project.
Both the- City and DSRSD have concerns as to whether or not the Community Facilities District is the
only viable option for providing infrastructure to support development in this area. Bond Counsel is .
being sought to review the conclusions prepared by the independent financial advisor as to the
appropriate financing vehicle(s) for the proposed improvements.
III. SCOPE OF SERVICES
The bond counsel would work with the City's financial advisor to evaluate the developer's request to
form a Community Facilities District and any other viable options for accomplishing the funding of
backbone infrastructure to accommodate the development proposed by the developer in an orderly
timely manner.
The bond counsel would work jointly with the financial advisor to develop a final report to the City of
Dublin and DSRSD. The structure of the engagement is on a fee for service basis. The services
performed for this project will not be on a contingent basis with the expectation that a district will be
formed. The landowner requesting the formation of the district will be advancing funds to the City for
the services performed by the Bond Counsel. The City is interested in preserving the option to
reimburse the landowner from the proceeds of a financing .QDjy if the City pursues a public financing.
IV. SELECTION PROCESS AND CRITERIA
A Selection Process:
.
~
-2-
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.
Proposals will be reviewed by City and DSRSD Staff, and the highest rated proposing firms
may be invited to participate in an interview. Following this process, a firm will be
recommended to the Dublin City Council for approval. The City of Dublin reserves the right to
accept or reject any or all of the proposals.
8.
Selection Criteria:
Proposing firms will be evaluated based on the selection criteria below. Cost will be
considered but not be the sole factor in selection of the firm.
1. The firm has recent expertise in this field. The firm should have experience in the
formation of Community Facilities Districts, as well as other financing options for
infrastructure improvements related to development projects of a similar scope and
nature.
2. Experience and availability of the specific attorney(s) to be assigned to the
engagement and experience of the person assigned to supervise and guide the
engagement.
3. The firm's experience evaluating debt financing structures such as CFDs and
assessment districts as they are impacted by the provisions of Proposition 218.
4.
Approach to the engagement and firm resources available for timely completion of the
engagement.
.
5. Scope and terms of professional liability insurance.
6. Responsiveness of the proposal and the understanding of the engagement, and the
City and DSRSD's needs.
7, References from similar engagements.
8. Cost for services.
C. Schedule for Selection Process:
Issuance of RFP
Submittal deadline
Screening of submittals & interviews
Selection
April 17, 1998
May 4. 1998
May 18 - 22,1998
June 2, 1998
V. REQUIREMENTS FOR PROPOSALS
A. General Reauirements:
. . Ten (10) copies of the proposal shall be submitted by May 4, 1998, by 2:00 p.m.
No faxed information will be considered. Proposals are to be submitted to the following addre~s:
- 3-
B.
Richard C. Ambrose, City Manager
City of Dublin
100 Civic Plaza
Dublin CA 94568
(925) 833-6650
.
Contents of Proposals:
1.
Your firm's name and business address.
2.
Name, Title, and phone number of the principal contact for this proposal.
3.
Background and experience of individuals. Describe the background and experience
of the individuals to be assigned to the engagement. Identify the anticipated
responsibility of each individual.
4.
Scope of Services Approach and Methodology. Describe the services to be
performed for the City/DSRSD during the engagement and the deliverables. Describe
how the firm will approach this engagement.
5. Describe the firm's experience with similar proiects. Emphasis should be placed on
assignments undertaken by the personnel to be assigned to this engagement.
Emphasis should also be put on projects that have been undertaken of a similar scope .
sUbsequent to the passage of Proposition 218.
6. References. Provide at least five (5) references of the most representative projects,
including the following information:
a. Name of public agency or company for which you provided services.
b. Nature of the work performed.
c. Your firm's role in the work.
d. Name, title, phone number of a contact person.
e. Brief description of the scope of work performed.
I 7. Provide a schedule for completion of the work. The schedule should identify
anticipated timeframes for completion of each major phase of the work, including any
assumptions regarding turnaround time for City Staff/ DSRSD provision and
information, review of documents.
VI.
8. Cost for services. Please indicate the hourly rate for the individuals who will be
assigned to this project, the estimated number of hours for each person. If possible,
please describe a "not-to-exceed" amount to complete the project as defined in the
RFP.
Additional Information
.
To assist you in the preparation of your proposal, the following information is provided.
-4-
.
.
.
_-. --.r.__------.-.~.____~..-~ =-..: -~-_.'__~~r-
_._.....~~._--- - -~_.- -. - -_.-
1.
2.
3.
Excerpts from the City of Dublin's Eastern Dublin Specific Plan
Proposal from Dublin Ranch requesting formation of a Community Facility's District
City of Dublin Agenda Statement establishing a Traffic Impact Fee Ordinance
(December 12, 1994)
City of Dublin Traffic Impact Fee (Resolution No. 4-96)
Eastern Dublin Specific Plan Ownership Map
City of Dublin Request for Proposal for Financial Advisor
4.
5.
6.
G:\RCA\RFP-BOND.DOC
..
- 5-
[tJRRICK, HERRINGTON
& SUTCLIFFE LLP
.
CITY OF DUBLIN
PROPOSAL FOR BOND COUNSEL SERVICES
We are pleased to submit this response to your request
of April 17, 1998, for proposals for bond counsel services (the
"Request"). The following proposal utilizes the same numbering
as is set forth in the Request under "V(B). CONTENT OF
PROPOSALS" .
1. Fir.m's Name and Business Address.
Orrick, Herrington & Sutcliffe LLP
Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, CA 94111
2. Name, Title and Phone Number of Principal Contact.
I, Sam Sperry, will be the primary contact for this
proposal. My title is "Attorney of Counsel" in Orrick's Public
Finance Department in the San Francisco office. My direct dial
telephone number is (415) 773-5467.
.
3. Backaround and Experience of Individuals.
For this limited scope engagement, Perry Israel and I
will be the individuals providing the services specified, with
backup from other public finance attorneys in the event I cannot
attend a meeting or participate in conference calls because of
conflicts. The principal backup attorney will be John Knox.
Sam Soerry
I have been a public finance attorney for 28 years and
have been with Orrick for 5 years. For 16 years prior to that, I
was a member of the Sturgis firm, specializing in land-secured
bond financing [meaning (a) community facilities districts and
(b) assessment districts] for California local agencies. My work
experience in this area has been substantially oriented to
precisely the circumstances you present, namely financing
infrastructure needs for new development projects or programs.
As an illustration, I am currently engaged by the City
of Antioch to provide on-going consultation with respect to
infrastructure financing for Antioch's "Future Urban Areas I and
II", two adjoining specific plan areas in the southeastern .
segment of Antioch. This engagement has been underway for
approximately 5 years and has not yet let to financing, as
5F2~83119.1
1-411040-554-05/01/98
. .
. .
- ---_:..-~....:...:""~..
- -,,,,,,-::, :.- ~--~ - -
...._ -=-__ ."<._ - 11:...- . _
significant issues of public policy, including land use issues,
4It are worked through.
John Knox
John is a Partner in the Public Finance Department of
Orrick and has been with the firm for the entire 11 years of his
legal career. John is providing consultation for programs such
as the proposed East Dublin program in a number of communities,
including ongoing consultation to the Cities of Brentwood and
Pittsburg.
PerrY Israel
Perry is a Tax Partner in the Public Finance Department
of Orrick in the Sacramento office and will be the tax attorney
for this preliminary engagement in the event that questions arise
respecting federal tax law considerations of any proposed bond
financing program. Perry joined the firm in 1984 after the first
5 years at a national bond counsel firm in Boston (Palmer and
Dodge), and he has a national reputation in tax matters relating
to municipal bonds, with extensive experience in tax issues
relating to land development financing programs.
4. Scope of Services Approach and Methodoloqy.
.
My understanding of the request for proposals is that
this is a limited engagement, involving consultation with City
and Services District staff and the selected financial advisor in
(a) discussing various structures for prospective bond financing,
(b) discussing pro's and con's of those alternative structures,
and (c) developing a report to the City and Services District
with recommendations about prospective bond financing. As
expressly indicated in the request, this current engagement does
NOT extend beyond completion of the final report, and for this
reason we are not commenting on any services to implement any
financing program in the event the City decides to proceed.
Accordingly, I would expect our services to take the
form of participation in such discussions, review of a draft of
all or portions of the report (or, upon request of the City
staff, actual drafting of portions of the report), and
participation in any presentations from time to time to City
Council, Services District Board, and affected property owners
and their representatives.
The time devoted to this engagement will be unlimited,
and participation in any discussions, meetings or presentations
will be unlimited, subject only to scheduling.
.
SF2.83119.1
2
1-411040-SS4-05/01l98
5. Describe the Firm's Experience with Similar Pro;ect.
.
In the Antioch project for Future Urban Areas I and II,
we have experienced approximately monthly meetings of one form or
another, including Council study sessions, for the 5 years that
the project has been underway. We are engaged in the Antioch
project on the basis of pre-selection as bond counsel in the
event (not at all certain at this time) that bond financing is
eventually undertaken, with no compensation being paid for the
time devoted to this preliminary study phase. During the time
that this project has been under consideration, the adoption of
Prop. 218 has resulted in a probable reorientation from
assessment financing to community facilities district financing
in the event any bond financing is in fact undertaken.
In Brentwood, John Knox's first assignment was to guide
a restructuring of the infrastructure financing method that was
in place when his engagement began approximately 5 years ago.
Since that date, John has provided ongoing general consultation
to City staff, City Council and developers and developers'
representatives and has served as bond counsel on several bond
issues to finance infrastructure obligations of the developers.
Due to a substantial turn-over of key staff, John has provided
important continuity to policy considerations in the financing
program.
Another instance of experience in providing legal .
consultation and then bond counsel services to a large scale
development area is in the North Natomas area of Sacramento,
where Carlo Fowler has been our lead attorney, with participation
from me and others. After a preliminary phase of several years
(during which we worked on a no-obligation basis), our firm has
provided the same blend of ongoing consultation and bond counsel
services to the City and to the Sacramento Area Flood Control
Agency (SAFCA) for approximately 5 bond issues for various
infrastructure projects related to development in the area.
In each of these large-scale programs, our experience
has been that the depth and breadth of bond counsel experience we
bring to the engagement has been instrumental in (a) forging a
concensus among the stakeholders about the most appropriate
financing structure and (b) implementing the selected program.
I have been and remain the principal resource person in
our firm with respect to Prop. 218 matters and have devoted
literally hundreds of hours to counseling clients and other
capital market participants with respect to Prop. 218. I feel
well versed with respect to prospective Prop. 218 issues and
would bring that experience to the engagement.
.
5F2-83119.1
3
1-41 1 (l4o.-5S4-05/01/98
.
.
.
-_._~ -. ,"- ~
..~....-....~ . -- -~----.
As indicated above, the adoption of Prop. 218- in
November, 1996, has resulted in a probable reorientation in the
Antioch program to community facilities district financing
because of the increased vulnerability of assessment financing to
litigation brought on by Prop. 218.
6. References.
a. Bill Galston
City Attorney
City of Antioch
(925) 779-7015
b. Anita Jones
Administrative Services Director
City of Brentwood
(925) 634-6900
c. Tom Friery
City Treasurer
City of Sacramento
(916) 264-5168
d.
Mike Moon
Administrative Services Director
Town of Windsor
(707) 838-5354
7. Schedule for Completion of Work.
My sense of the request for proposals is that the
schedule will be established and driven primarily by the
financial advisor, in consultation with City and Services
District staff. Given the need to (a) consult with the proponent
property owner (the Lins) and their representatives and (b)
consult with and develop some level of concensus with the other
affected property owners who are presently opposed to taking any
immediate financial burden, I would think it is difficult to
suggest any time schedule at this point.
However, since you've asked, I would estimate a 4-6
month period to complete this engagement to the point of a draft
report, discussion and comment period on the draft, and issuance
of a final report. As I understand the engagement, it would
terminate at that point.
8. Cost for Services.
We would provide consultation for this limited
engagement at the rate of $150 per hour for any attorney devoting
~ime to the matter, with a limit of $15,000 (i.e., 100 hours) to
the entire engagement. In addition, we would bill our out-of-
pocket expenses for car travel at 30 cents per mile (plus parking
and bridge tolls), copies at 20 cents per page, telephone and
5n-83119.1
4
1-411040-554-05/01198
facsimile charges as incurred, and postage and express delivery
charges as incurred, with a cap of $5,000 on the out-of-pocket .
expenses.
In Conclusion.
Thank you for including us on your list of firms
invited to submit a response, and I sincerely hope you will
conclude that we are qualified and that we are ready, willing and
able to serve your bond counsel needs for this engagement.
Very truly yours,
~~A ~?-
Samuel A. Sperry
.
.
5F2-83119. I
5
J -4 I 104O-SS4-05/01/98
.
AGREEMENT FOR FINANCIAL ADVISOR SERVICES
BETWEEN THE CITY OF DUBLIN AND
PROJECT FINANCE ASSOCIATES
TIllS AGREEMENT is made at Dublin, California, as of June 2, 1998, by and between
the CITY OF DUBLIN, a municipal corporation ("City"), and Project Finance Associates, LLC
("Consultant"), who agree as follows:
1. SERVICES.
Subject to the terms and conditions set forth in this Agreement, Consultant shall provide
to City the setvices described in Exhibit A. Consultant shall provide said services at the time,
place, and in the manner specified in Exhibit A
2. PAYMENT.
City shall pay Consultant for services rendered pursuant to this Agreement at the time and
in the manner set forth in Exhibit B. The payments specified in Exhibit B shall be the only
payments to be made to Consultant for services rendered pursuant to this Agreement. Consultant
shall submit all billings for said services to City in the manner specified in Exhibit B; or, if no
manner be specified in Exhibit B, then according to the usual and customary procedures and
. practices which Consultant uses for bi1ling clients similar to City.
3. FACILITIES AND EOUlPMENT.
Except as set forth in Exhibit C, Consultant shall, at its sole cost and expense, furnish all
facilities and equipment which may be required for furnishing services pursuant to this Agreement.
City shall furnish to Consultant only the facilities and equipment listed in Exhibit C according to
the terms and conditions set forth in Exhibit C.
4. GENERAL PROVISIONS.
The general provisions set forth in Exhibit D are part of this Agreement. In the event of
any inconsistency between said general provisions and any other terms or conditions of this
Agreement, the other term or condition shall control insofar as it is inconsistent with the general
provisions.
5. EXHIBITS.
All exhibits referred to herein are attached hereto and are by this reference incorporated
herein. --
.
Agreement for Financial Advisor Services --
between Dublin and Project Finance Associates
Page 10f3
May 27, 1998
--ATTACHMENT III
SUBCONTRACTING.
.
6.
The Consultant shall perform the work contemplated with resources available within its
own organization and no portion of the work pertinent to this contract shall be subcontracted
without written authorization by the City, except that which is expressly identified in the
Consultant's proposal.
7. CHANGES.
City may from time to time require changes in the scope of the services by Consultant to
be performed under this Agreement. Such changes, including any change in the amount of
Consultant's compensation which are mutually agreed upon by City and Consultant, shall be
effective as amendments to this Agreement only when in writing.
8. RESPONSIBLE CHARGE.
Consultant shall assign a project manager(s) to the project for the duration of the project.
There shall be no change in the Project Manager or members of the project team without prior
written approval by the City. The Project Manager for Consultant shall be Mark Northcross.
.
9. CONTRACT ADMINIS1RATION.
This Agreement shall be administered by RICHARD AMBROSE, City Manager
("Administrator"). All correspondence shall be directed to or through the Administrator or his or
designee.
10. NOTICES.
Any written notice to Consultant shall be sent to:
Mark Northcross
Project Finance Associates, LLC
244 Manor Drive
Mill Valley, CA 94941
Any written notice to City shall be sent to:
Richard Ambrose, City Manager
P. O. Box 2340
Dublin, CA 94568
.
Agreement for Financial Advisor Services
between Dublin and Project Finance Associates
Page 20f3
May 27, 1998
.
.
.
Executed as of the day first above stated:
CITY OF DUBLIN,
a municipal corporation
By
Richard C. Ambrose, City Manager
Attest:
Kay Kecle, City Clerk
PROJECT FINANCE ASSOCIATES, LLC
By
Mark Northcross
Approved as to form:
By
Elizabeth H. Silver, City Attorney
]:\ WPDIMNRSW\114\O 1 \AGREE\1998\FTh1CEADV.527
EHS:rja
Agreement for Financial Advisor Services
bet"..een Dublin and Project Finance Associates
Page 3 of3
May 27, 1998
..-. ._~.~ - -~. -~..~ ""-- ~. ....
.n._ - ---, - ...~ ------~- --..
EXHIBIT A
SCOPE OF SERVICES AND SCHEDULE
.
Per "City of Dublin Request for Proposals/Financial Advisor", dated April 17, 1998
and
"Proposal to the City of Dublin for Financial Advisor" from
Project Finance Associates, LLC dated May 1, 1998
.
.
.
.
.
EXHIBIT B
PAYMENT SCHEDULE
City shall pay Consultant at the rate of$150 an hour for consultant services, as specified in the
proposal, but not to exceed the total sum of Eleven Thousand Two Hundred and Fifty Dollars
($11,250) for services to be performed pursuant to this Agreement. City shall also pay for
copying costs of the final report per third party invoice but not to exceed Five Hundred Dollars
($500.00). Consultant shall submit invoices at the end of project based on the cost for services
petformedin accordance with the Proposal for Financial Advisor Services.
The total sum stated above shall be the total which 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
unless such extra service and the price therefor is agreed to in writing executed by the City
Manager or other designated official of City authorized to obligate City thereto prior to the time
such extra service is rendered and in no event shall such change order exceed twenty-five percent
(25%) of the initial contract price.
The services to be provided under this Agreement may be terminated without cause at any point
in time in the sole and exclusive discretion of City. If the Agreement is terminated by City,
Consultant shall be entitled to receive just and equitable compensation for any satisfactory work
completed on such documents and other materials to the effective date of such termination. In
that event, all finished and unfinished documents and other materials shall, at the option of the
City, become City's sole and exclusive property. Consultant hereby expressly waives any and all
claims for damages or compensation arising under this Agreement. Consultant shall maintain
adequate logs and time sheets in order to verify costs incurred to date.
The Consultant is not authorized to petform any services or incur any costs whatsoever under the
terms of this Agreement until receipt of a fully executed Purchase Order from the Finance
Department of the City of Dublin.
EXHIBIT C
.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Contractor's use while consulting with City employees and reviewing
records and the information in possession of City. The location, quantity, and time offurnishing
said physical facilities shall be in the sole discretion of City. In no event shall City be obligated to
furnish any facility which may involve incurring any direct expense, including, but not limiting the
generality of this exclusion, long-distance telephone or other conununication charges, vehicles,
and reproduction facilities.
.
.
EXHIBIT D
.
GENERAL PROVISIONS
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 engineering services rendered
pursuant to this Agreement; however, City shall not have the right to control the means by
which Consultant accomplishes services rendered pursuant to this Agreement.
2. LICENSES: PERMITS: ETC.
Consultant represents and warrants to City that he has all licenses, permits,
qualifications and approvals of whatsoever nature which are legally required for
Consultant to practice his profession. Consultant represents and warrants to City that
Consultant shall, at his sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals which are legally required for
Consultant to practice his profession.
. 3. TIME.
Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary for satisfactory performance of Consultant's
obligations pursuant to this Agreement.
4. INSURANCE REOUlREMENTS.
Consultant shall procure and maintain for the duration of the contract insurance
against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the work hereunder by the Consultant, his agents,
representatives, employees or subcontractors. The cost of such insurance shall be
included in the Consultant's bid.
.
A. Minimum Scope of Insurance.
Coverage shall be at least as broad as:
.
(1) 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; or Insurance Services Office Commercial General
Liability coverage ("occurrence" form CG 0001).
(2) Insurance Services Office form number CA
0001 (Ed. 1/78) covering Automobile Liability, code 1 "any
auto" and endorsement CA 0025.
(3) Worker's Compensation insurance as
required by the Labor Code of the State of California and
Employers Liability Insurance.
B. Minimum Limits of Insurance. Consultant shall maintain limits no less
than:
(1) General Liability: $1,000,000 combined
single limit per occurrence for bodily injury, personal injury and .
property damage. If commercial General Liability Insurance or
other form with a general aggregate limit is used, either the
general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the
required occurrence limit.
(2) Automobile Liability: $1,000,000 combined
single limit per accident for bodily injury and property damage.
(3) Workers Compensation and Employers
Liability: Workers Compensation limits as required by the
Labor Code of the State of California and Employers Liability
limits of $1,000,000 per accident.
C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City. At the option of the City, either the
insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its
officers, officials and employees; or the Consultant shall procure a bond guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
D. Other Insurance Provisions. The policies are to contain, or be endorsed to contain,
the following provisions:
.
.
(1)
Coverages.
General Liability and Automobile Liability
(a) The City, its officers, officials,
employees and volunteers are to be covered as insureds
as respects: liability arising out of activities performed
by or on behalf of the Consultant; products and
completed operations of the Consultant, premises
owned, occupied or used by the Consultant, or
automobiles owned, leased, hired or borrowed by the
Consultant. The coverage shall contain no special
limitations on the scope ofthe protection afforded to the
City, its officers, officials, employees or volunteers.
(b) The Consultant's insurance
coverage shall be primary insurance as respects the City,
its officers, officials, employees and volunteers. Any
insurance or self-insurance maintained by the City, its
officers, officials, employees or volunteers shall be
excess of the Consultant's insurance and shall not
contribute with it.
.
(c) Any failure to comply with
reporting provisions of the policies shall not affect
coverage provided to the City, its officers, officials,
employees or volunteers.
.
0" _ --~ ._~- - - ---, ...~~. ~- - - --,- ---
~..... -- ~--~_. ----- ""--
(d) The Consultant's insurance shall apply
separately to each insured against whom claim is made or suit is .
brought, except with respect to the limits of the insurer's
liability.
(2) Worker's Compensation and Employers
Liability Coverage.
The insurer shall agree to waive all rights of subrogation against
the City, its officers, officials, employees and volunteers for
losses arising from work performed by the Consultant for the
City.
(3) All Coverages.
Each insurance policy required by this clause shall be endorsed to 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.
E. Acceptability of Insurers.
Insurance is to be placed with insurers with a Bests' rating of no less than A: VIII.
.
F.
Verification of Coverage.
Consultant shall furnish City with certificates of insurance and with original
endorsements effecting coverage required by this clause. 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 certificates and endorsements are to be received and approved by the City before
work commences. The City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
H. The Risk Manager of City may approve a variation of those insurance
requirements upon a detennination 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.
.
.
.
.
5. 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.
6. ASSIGNMENT PROHIBITED.
No party to this Agreement may assign any right or obligation pursuant to this Agreement.
Any attempted or purported assignment of any right or obligation pursuant to this Agreement
shall be void and of no effect.
7. PERSONNEL.
Consultant shall assign only competent persormel to perform services pursuant to this
Agreement. In the event that City, in its sole discretion, at any time during the term ofthis
Agreement, desires the removal of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, cause the removal of such person or persons.
8. 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 his profession. All
instruments of service of whatsoever nature which Consultant delivers to City pursuant to this
Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to
the standards of quality normally observed by a person practicing in Consultant's profession.
9. HOLD HARMLESS AND RESPONSIBILITY OF CONSULTANTS.
Consultant shall take all responsibility for the work, shall bear all losses and damages
directly or indirectly resulting to him, to any sub consultant, to the City, to City officers and
employees, or to parties designated by the City, on account of the negligent performance or
character of the work, unforeseen difficulties, accidents, occurrences or other causes predicated
on active or passive negligence ofthe Consultant or of his sub consultant. Consultant shall
indemnify, defend and hold harmless the City, its officers, officials, directors, employees and
agents from and against any or all loss, liability, expense, claim, costs (including costs of defense),
suits, and damages of every kind, nature and description directly or indirectly arising from the
negligent performance of the work. This paragraph shall not be construed to exempt the City, its
employees and officers from its own fraud, willful injury or violation oflaw whether willful or
negligent. For purposes of Section 2782 of the Civil Code the parties hereto recognize and agree
that this Agreement is not a construction contract. By execution of this Agreement Consultant
acknowledges and agrees that he has read and understands the provisions hereof and that this
paragraph is a material element of consideration.
Approval of the insurance contracts does not relieve the Consultant or sub consultants
from liability under this paragraph.
10. GOVERNMENTAL REGULATIONS.
To the extent that this Agreement may be funded by fiscal assistance from another
governmental entity, Consultant shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
11. DOCUMENTS.
All reports, dat~ maps, models, charts, designs, plans, studies, surveys, photographs,
memoranda or other written documents or materials prepared by Consultant pursuant to this
Agreement shall become the property of City upon completion ofthe work to be performed
hereunder or upon termination of the Agreement. No such materials or properties produced in
whole or in part under this Agreement shall be subject to private use, copyrights, or patent rights
by Consultant in the United States or in any other country without the express written consent of
City. City shall have unrestricted authority to publish, disclose (as may be limited by the
provisions of the California Public Records Act), distribute, and otherwise use, copyright or
patent, in whole or in part, any such reports, studies, dat~ statistics, forms or other materials or
properties produced under this Agreement.
.
.
.
. .
CITY OF DUBLIN
Po. Box 2340, Dublin, California 94568
City Offices, 100 Civic Plaza, Dublin, California 94568
April 17, 1998
To: Firms Invited To Submit Proposals For Financial Advisor Services
Enclosed are documenls related to a Request For Proposal (RFP) for the services of a Financial Advisor.
Although the scope of the project is more fully described in the RFP document, the City is seeking
independent services of a Financial Advisor to evaluate public fmancing opportwtities in response to a
request by a major landowner in a developing area of the City.
.Please note that although the current scope of work will involve the evaluation of public financing
options, there has been no commitment to have the process result in a public debt issuance. As such the
agencies are not seeking an Wlderwriter at this time. If a determination is made in the future to pursue a
public financing, an Wlderwriter would be selected independent of the financial advisor.
As noted in the RFP the selection process is being coordinated by Richard C. Ambrose, City Manager.
Mr. Ambrose may be reached at (925) 833-6650. Responses must be submitted by 2:00 p.m. May 4,
1998.
On behalf of the City of Dublin and the Dublin San Ramon Services District, we appreciate your interest
in considering our project.
.
Administration (510) 833-6650 . City Council (510) 833-6605 . Finance (510) 833-6640 . Building Inspection (510) 833-6620
Code Enforcement (510) 833-6620 . Engineering (510) 833-6630 . Parks & Community Services (510) 833.6645
Economic Development (510) 833.6650 . Police (510.)833-6670 . Public WorkS (510) 833.6630
Community Development (510) 833-6610 . Fire Prevention Bureau (510) 833:6606 -
CITY OF DUBLIN
REQUEST FOR PROPOSALS
FINANCIAL ADVISOR
.
The City of Dublin is seeking proposals for financial advisory services to assist the City and the Dublin
San Ramon Services District (DSRSD) in evaluating a developer's request for the City to form a
Community Facilities District (CFD) to finance sewer, water, reclaimed water, freeway interchange,
roadway and other infrastructure improvements.
This Request For Proposal (RFP) describes the City's and Dublin San Ramon Services District's
needs for financial advisory services and is organized into the following sections:
I. BACKGROUND
II. PURPOSE OF THE REQUEST
III. SCOPE OF SERVICES
IV. SELECTION PROCESS AND CRITERIA
V. REQUIREMENTS FOR PROPOSALS
VI. ADDITIONAL INFORMATION
J.
BACKGROUND
.
Municipal se-rvices are provided within the City of Dublin's boundaries by the City of Dublin and
DSRSD. DSRSD, which is organized under the State of California Community Services District Law,
is responsible for providing water, reclaimed water and sewer services. The City provides all other
services.
In May 1992, the City adopted the Eastern Dublin Specific Plan. The Plan was subjected to an
unsuccessful legal challenge and unsuccessful voter referendum. The Specific Plan Area totar.:;
3,302 acres, approximately 2,238 acres of which have already been annexed to the City.
In the Specific Plan Area and in the annexed portion of the Specific Plan Area, there are multiple
property owners. The two largest property owners in the Specific Plan Area are Chang Su-O-Lin,
who owns 1,556 acres in the Specific Plan Area including approximately 1,367 acres within the
annexed portion of the Specific Plan Area; and the Alameda County Surplus Property Authority
(ACSPA), which owns 700 acres in the annexed portion of the Specific Plan Area.
During the past year, the Alameda County Surplus Property Authority (ACSPA) has been
selling/developing portions of its property for industrial, residential and commercial uses. The County
has approached financing infrastructure ona pay-as-you-go basis, by installing infrastructure or
paying development and impact fees to the City (Traffic Impact Fees, Public Facility Fees, Freeway
Interchange Fees and Fire Impact Fees) and utility connection fees to Dublin San Ramon Services
District.
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Recently, representatives of the largest property owner (Chahg Su-O-Lin) have requested that the
City establish a Community Facilities District to finance backbone infrastructure for the are,a that is
currently annexed to the City. The request includes a list of suggested improvements and proposed
boundaries for the district. Those boundaries include other property owners, but the Chang Su-O-Lin
property holdings are more than 50% of the total area proposed for inclusion in the district.
The City has contacted the other property owners who are currently within the City to ascertain their
interest in participating in such a district. To date, the other property owners are opposed to being
included in the district. In addition, the City and DSRSD staffs have met and determined that they are
not entirely in agreement with the improvements proposed for inclusion in the district by the
developer.
The developer requesting the Community Facilities District has hired its own financial advisor.
II. PURPOSE OF THE REQUEST
The City of Dublin and DSRSD are interested in securing the services of an independent financial
advisor, whose services are in no way tied to the future outcome of the developer's request. The City
and DSRSD have agreed that the City will function as the lead agency. The agencies are not seeking
an undelWriter at this time. If a determination is made in the future to pursue a public financing an
. undelWriter would be selected independent of the financial advisor.
Both the City and DSRSD have concerns as to whether or not the Community Facilities Disti"ict is the
only viable option for providing infrastructure to support development in this area. An indl~pendent
financial analysis of the appropriate financing vehicle(s) for the proposed improvements is desired.
Parallel to this RFP process, the City is soliciting services of bond counsel. The work products
prepared by the financial advisor will be reviewed and evaluated by bond counsel.
III. SCOPE OF SERVICES
The financial advisor would be expected to provide the following services:
A. Review the cash flow from the City of Dublin's Impact Fee Program and DSRSD's Connection
Fee Program and determine if the Community Facilities District is the only viable option for
funding backbone infrastructure to accommodate the development proposed by the developer
in the City of Dublin in an orderly and timely manner.
B. If the Community Facilities District is the only viable option, provide an analysis with respect to
the following issues:
1.
Analyze the appropriate size/boundaries of the district necessary to support the
proposed infrastructure.
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2.
Evaluate the appropriateness of the infrastructure being included in the District.
.
3. If a Community Facilities District is formed, describe the potential political and financial
opportunities/risks/impacts on the City and DSRSD which may result after the District's
formation.
4. Would the Community Facilities District boundaries and proposed improvements
comply with the provisions of Proposition 218?
5. Work with the City Staff and DSRSD staff to determine to what extent properties
covered by the Community Facilities District should receive a credit against City Impact
Fees and DSRSD Connection Fees. I
- 6. Work with City Staff to draft a local goal and policy document required by the Mello-
Roos Community Facilities Act.
C. If the Community Facility District is not the only viable method of financing infrastructure for
the proposed development, identify other viable financing mechanisms and their
appropriateness for the proposed improvements. Also evaluate to what extent these other
options could fund needed infrastructure in conjunction with both agencies' fee programs.
D. It is expected that the financial advisor would meet with the City and DSRSD staffs, the .
developer proposing the Community Facilities District and the Bond Counsel to be selected by
the City in order to evaluate the developer's request, and other available options (if any) to
both agencies. The financial advisor shall work jointly with the bond counsel to prepare a final
report including the work outlined above.
E. The structure of the engagement is on a fee for service basis. The services performed for this
project will not be on a contingent basis with the expectation that a district will be formed. The
landowner requesting the formation of the district will be advancing funds to the City for the
services performed by the Financial Advisor. The City is interested in pursuing the option of
reimbursing the landowner from the proceeds of a financing Q.01y if the City pursues any public
financing.
IV. SELECTION PROCESS AND CRITERIA
A. Selection Process:
Proposals will be reviewed by City and DSRSD Staff, and the highest rated proposing firms
may be invited to participate in an interview. Following this process, a firm will be
recommended to the Dublin City Council for approval. The City of Dublin reserves the right to
accept or reject any or all of the proposals, or choose more than one consultant.
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8. Selection Criteria:
Proposing firms will be evaluated based on the selection criteria below. Cost will be
considered but will not be the sole factor in selection of the firm.
1. The firm has recent expertise in this field. The firm should have experience in
assisting with the formation of Community Facilities Districts, as well as, other financing
options for infrastructure improvements related to development projects of a similar
scope and nature.
2. Experience and availability of the specific professional personnel to be assigned to'the
engagement and experience of the person assigned to supervise and guide the
engagement.
3. The firm's experience evaluating debt financing structures such as CFDs and
assessment districts as they are impacted by the provisions of Proposition 218.
4. Approach to the engagement and firm resources available, for timely completion of the
engagement.
5.
Responsiveness of the proposal and the understanding of the engagement, and the
City and DSRSD's needs.
6. References from similar engagements.
7. Cost for services.
C. Schedule for Selection Process:
Issuance of RFP
Submittal deadline
Screening of submittals & interviews
Selection
April 17, 1998
May 4, 1998
May 11 - 15, 1998
June 2, 1998
V. REQUIREMENTS FOR PROPOSALS
A. General Requirements:
Ten (10) copies of the proposal shall be submitted by May 4, 1998, by 2:00 p.m.
No faxed information will be considered. Proposals are to be submitted to the following address:
. - 4-
B.
Richard C. Ambrose, City Manager
City of Dublin
100 Civic Plaza
Dublin CA 94568
(925) 833-6650
.
Contents of Prooosals:
1.
Your firm's name and business address. List and describe any joint venture, sub-
contracting arrangement or involvement with other firms in your proposal. If the
proposal has a joint venture, parallel information from each firm is required.
2.
Name, Title, and phone number of the principal contact for this proposal.
3.
Background and experience of individuals. Describe the background and expnrience
of the individuals to be assigned to the engagement. Identify the anticipated
responsibility of each individual.
4.
Scope of Services Approach and Methodology. In accordance with this request for
proposal, please describe the services to be performed for the CitylDSRSD du ring the
engagement and the deliverables. Describe how the firm will approach this
engagement.
.
5.
Describe the firm's experience with similar proiects. Emphasis should be placed on
assignments undertaken by the personnel to be assigned to this engagement.
Emphasis should also be put on projects that have been undertaken of a similar scope
subsequent to the passage of Proposition 218.
6. References. Provide at least five (5) references of the most representative projects,
including the following information:
a. Name of public agency or company for which you provided services.
b. Nature of the work peJiormed.
c. Your firm's role in the work.
d. Name, title, phone number of a contact person.
e. Brief description of the scope of work performed.
7. Provide a schedule for completion of the work. The schedule should identify
anticipated timeframes for completion of each major phase of the work, including any
assumptions regarding turnaround time for City Staffl DSRSD provision and
information, review of documents.
8.
Cost for services. Please indicate the hourly rate for the individuals who will be
assigned to this project, the estimated number of hours for each person. If possible,
please describe a "not-to-exceed" amount to complete the project as defined in the
RFP, including estimated reimbursable expenses.
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...
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VI. Additional Information
To assist you in the preparation of your proposal, the following information is provided.
1. Excerpts from the City of Dublin's Eastern Dublin Specific Plan
2. Proposal from Dublin Ranch requesting formation of a Community Facility's District
3. City of Dublin Agenda Statement establishing a Traffic Impact Fee Ordinance
(December 12, 1994)
4. City of Dublin Traffic Impact Fee (Resolution No. 4-96).
5. Eastern Dublin Specific Plan Ownership Map.
G:\RCA\RFP-FIN.DOC
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PROPOSAL TO THE CITY OF DUBLIN
FOR FINANCIAL ADVISOR
FINANCING FEASIBILITY STUDY
FOR THE
EASTERN DUBLIN SPECIFIC PLAN
.
Submitted by
PROJECT FINANCE ASSOCIATES, LLC
May 1,1998
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City of Dublin Financial Advisory Proposal
1.
Your firm's name and business address
Project Finance Associates. LLC ("PFA") was founded in 1996 to meet all of the financing
needs of city government in Califomia, whether for public projects or private projects. Mark
Northcross, G. Craig Hill and Wes Loran are the three founding partners. Since its
inception, PFA has managed 40 financings totaling $358 million.
Our business address is 244 Manor Drive, Mill Valley, Califomia, 94941. Tel: 415 380 9746.
Fax: 415 380 8547.
PFA is organized as a limited liability company (LLC) under the laws of the State of
California. Members of PFA are also members of Project Development International (POI),
another California LLC. POI advises private sector developers on land development finance
issues outside of California. Current active POI projects are in the California, Nevada, the
Philippines and Costa Rica.
A list of all recent PFA financings is shown in Exhibit A of this proposal.
2.
PFA background
The partners have learned from a combined 45 years in govemment or governmental
consulting that a private sector projects can become as important to a city as a public
sector project. Since a financial advisor is not tied to the capabilities of one particular
underwriting desk. a financial advisor to city government needs to be able to effectively
arrange debt financing for whatever projects are of importance to the client, regardless of
the nature of the project. For example, if a project needs private sector finance, such as
commercial real estate loans. or equity for land development, as opposed to a traditional
municipal bond offering, PF A can still put the financing together. The three principals of
PFA combine experience in both traditional public finance as well as private sector project
finance to fully serve the needs of city government in the 1990's.
While providing access to non-traditional sources of capital, PF A adheres strictly to the role
of financial advisor. We do not underwrite, trade or otherwise position securities in the
market. In all transactions. our role, as well as our fees are transparent. Unlike other firms
with access to private sector capital, we do not act as a broker.
Our client focus is the public sector. The three principals have by and large spent their
entire careers in the public sector, either as consultants or directly in public service. Our
mission is to help public agencies to access private capital, whether in the form of a
traditional tax exempt municipal bond issue. or, for example, by assisting a developer in
getting a construction loan for a project important to our public sector client.
We believe that the most valuable attributes of a financial advisor are as follows:
1 ) Understand the relationship between a proposed financing and the long-term
public policy goals of the client;
2) Understand the long-term impact on staff and elected officials of a proposed
financing;
. .Prepared ByProjeGt Finance A:ssoci8iest~i.LC--' -----
City of Dublin Financial AdvisorY Proposal
3) Advising the client clearty and succinctly whether or not to do a financing, and
how to do it, from the perspective of the organization's long-term public policy goals and the
impact of the financing on staff and elected officials;
.
4) Negotiating the best possible business terms for a financing with other service
providers, and in the actual cost of the financing.
Project Finance Associates, LLC is organized to meet these fundamental needs of our
clients.
Listing our Califomia clients can best show our commitment to the California market:
Association of Bay Area Governments
Bakersfield City School District
City of Berkeley
Big Independent Cities Excess Pool
City of Ceres
City of Chula Vista
City of Corning
Town of Corte Madera
City of Daly City
City of Davis
City of EI Paso de Robles
Fairtield-Suisun Unified School District
City of Hermosa Beach
Independent Cities Association
Independent Cities Risk Management
Town of Mammoth Lakes
Marin Municipal Water District
City of Napa
City of Newark
City of Novato
City of Palmdale
City of Rocklin
City of San Rafael
City of Santa Ana
City of Santa Cruz
City of Scotts Valley
City of Solvang
City of South Lake Tahoe
City of Torrance
Tulare Irrigation District
City of West Covina
.
We have 31 active public sector clients. All of our public sector clients are located in
California. We have five private sector clients, all developers, all of which are located out-of-
state. Of our public sector clients, 23 are city or town governments. Of these, 15 have
active redevelopment agencies. Our performance can best be shown by the fact that 17 of
the 31 governmental organizations shown above have been clients for more than 10 years,
and 22 have been clients for more than 5 years.
PFA partners are members of the California Society of Municipal Finance Officers and the
California Redevelopment Association. PFA partners are also members of the International
Council of Shopping Centers and the Urban Land Institute.
3. Background and experience of individuals
Mark Northcross
Mr. Northcross has been a public finance professional since 1981, and a consultant to
local government since 1974. He has structured over 20 Mello-Roos/special tax issues
for California issuers totaling over $425 million in par value. His clients include many
California cities, such as Chula Vista, Davis, Hermosa Beach, Newark, Palmdale,
Rocklin, Santa Cruz, South Lake Tahoe and West Covina. He also serves as financial
advisor to the Independent Cities Lease Finance Authority, and the Big Independent
Cities Excess Pool (BICEP). Mr. Northcross was a founding partner of Kelling, .
Northcross & Nobriga, which he left in January 1996 to form Project Finance Associates.
Prepared E3"y-ProjeCtFinance- AssoCfa-tes;ICc -. -
City of Dublin Financial Advisory Proposal
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During his 15-year career in pUblic finance, Mr. Northcross has served as financial
advisor on over 200 bond financings for California agencies. His practice has focused
primarily on the needs of city government. He currently serves over 20 cities as financial
advisor. His practice comprises all forms of debt issuance available to city government,
including revenue bonds, assessment bonds, Mello-Roos bonds, tax allocation bonds,
COP's and TRAN's.
During his career, Mr. Northcross has been responsible for several innovations in public
finance:
1. First multi-issuer pooled COP
2. First taxable COP sold at competitive bid
3. First multi-issuer pooled COP to fund a JPA for municipal liability
4. First multi-district cross-collateralized Mello-Roos bond issue
5. First COP secured solely by utility user's tax
6. First COP guaranteed by motor vetlicle in lieu fees
7. First combined general fund COP and assessment district Marks-Roos bond
8. First investment grade rated Mello-Roos for a single owner district without
credit enhancement.
With respect to Mello-Roos financings for master planned communities, Mr. Northcross
has advised the following such financings:
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Mace Ranch Master Plan Mello-Roos financing - City of Davis. Mr. Northcross structured
the original two series of financings for this 50D-acre master planned multi-use
comrnunity. This year, PFA structured a $31 million work out refunding of the original
issues that lowers the tax burden on over-burdened non-residential property.
Stanford Ranch Master Plan Mello-Roos financing - City of Rocklin. Mr. Northcross
restructured the Mello-Roos debt on this 1,1 OO-acre master-planned multi-use
community in order to facilitate a reduction in the tax rate on developed single family
residential property, and at the same time fund new improvements.
Ritter Ranch Master Plan Mello-Roos financing - City of Palmda/e_ Mr. Northcross
worked with the City's financing team to structure a financing plan, development
agreement and acquisition agreement to facilitate development of this 7,000-acre master
planned community. So far, a total of $50 million in bonds have been issued.
In addition to this Mello-Roos experience, Mr. Northcross has served as financial advisor
on 21 assessment district financings.
Prior to his work in public finance, Mr. Northcross served as a consultant to California
cities on land planning issues, CEQA and the economic impact of new development. He
received his B. A. degree in Social Sciences from the University of California at Irvine in
1973.
.
G. Craig Hill
Mr. Hill has worked in public finance for 10 years. He has served as financial advisor to
cities, school districts and special districts throughout California since 1993. He
currently serves the Cities of Berkeley, San Rafael and Torrance as financial advisor, as
well as the Tulare Irrigation District. Mr. Hill began his public finance career as a financial
analyst for SMUD evaluating the economic feasibility of the Rancho Seco nuclear power
.~.. -~- Prep8rec/BY Prajeef Fiiiailce Associafes, -LC c .--
City of Dublin Financial Advisory Proposal
plan. As well as working for the Sacramento Municipal Utility District, Mr. Hill worked for
the State of California developing financing programs for the State's facility upgrades. .
Prior to co-founding PFA, Mr. Hill worked with Mr. Northcross and Mr. Loran at another
financial advisory firm, where he served as lead consultant to 10 municipalities. Mr. Hill
also headed the financial services department for Jones Hall Hill & White, a leading
California bond counsel firm, from 1989 through 1992.
Mr. Hill has extensive experience in the issuance of general obligation bonds, certificates
of participation, tax allocation bonds, pension obligation bonds, Mello-Roos issues,
assessment bonds and tax allocation notes. He received his B. S. from the University of
California at Davis in Managerial Economics, as well as a B. S. in Agricultural
Economics.
Wes Loran
Mr. Loran has 20 years of experience in development, development finance and
redevelopment. He has advised developers, property owners and public agencies on
retail, mixed use commercial, multi-family residential, hotel and industrial uses. He has
managed land acquisitions up to several hundred acres and has managed the
development of multi-family housing, retail centers and other commercial uses such as
an auto mall and downtown mixed use.
At PFA, Mr. Loran specializes in the financing of commercial real estate. He has secured
loan commitments to refund community scale shopping centers, and secured an
investment grade rate of n A" for a refunding of debt for a regional shopping mall. He is
presently working on development finance for a new town development in the .
Philippines and for a resort development in Costa Rica.
Prior to joining PFA, Mr. Loran worked with Mr. Northcross and Mr. Hill at Kelling,
Northcross & Nobriga. While at this firm, he served as financial advisor on a number of
redevelopment and real estate financings. He also served as project manager for a
variety of developer negotiations. Mr. Loran has served a redevelopment director and/or
economic development director for the Cities of Alameda, Concord, San Pablo. He
received his Bachelor of Arts degree from the University of California at Berkeley, and
his Master of Science from the Technion - Israel Institute of Technology. He is a member
of the International Council of Shopping Centers and the Urban Land Institute.
4. Scope of Services and Methodology
A. Adequacy of cash flow from City of Dublin's Impact Fee Program and DSRSD's
Connection Fee Program. This analysis depends primarily on the likely rate of unit-
absorption for the proposed project. Since the City's fee program appears to collect fees
at building permit stage, fees will come in as buildings are constructed. This type of
program typically results in a lag between the time when backbone infrastructure is
required and when the funds are available to pay for it.
However, this approach also sets the stage for requiring developer prepayment of Mel/o-
Roos bonds used to fund projects that were originally slated for impact fee funding. The
City would require prepayment at building permit stage. This has the effect of giving the
developer the same cash flow as with the impact fees, advancing the timing of the .
projects, but keeping the tax burden on homeowners low to non-existent.
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Prepared By ~rojE~ct Rrian~f!_ Associates, LLG _.' _ _ __
City of Dublin Financial Advisory Proposal
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B. Appropriate size/boundaries for district. The larger the district, the less reliable the
engineering cost estimates are. The reason for this is that a large district typically
requires a multiple-year absorption, and has phased infrastructure, which requires more
than one series of bonds. There is no guarantee that the original bond authorization will
be sufficient for actual inflation in construction costs. However, certain public
improvements such as a freeway interchange, that are required at the outset of the
development, may be financed through a large district, reflecting a large zone of benefit.
The risk here is that property may not develop for some time and is burdened with a raw
land tax. If the owners of the slow-ta-develop parcels are not financially strong, major
delinquencies can result. Under these conditions, it may be best to have a
reimbursement program back to a smaller district. This can be in the form of impact fees,
or in the form of required annexation to the original district.
c. Appropriateness of infrastructure. If the goal of the City of Dublin is to keep the tax
burden low, then the City will want to facilitate public financing for the minimum
backbone infrastructure required to keep the project moving. This would typically include
major backbone units that must be in place before any significant development can
occur. Once development starts, the master developer should have the cash flow to
construct in-tract improvements as well as lower priority backbone units. The list of
public improvements may be expanded if the City feels that acceleration of the phasing
for a particular project serves a broader public interest.
.
D. Political and financial risks and opportunities. The City is correct in identifying the
primary risk of a Mello-Roos being creation of a block of dissatisfied voters. If a
significant portion of the City is burdened with a high Mello-Roos, these voters will tend
to vote down future general obligation bonds and other tax measures that may be
supported by the rest of the community. The entire effect can be very divisive for a
community. Requiring developer prepayment of all or a substantial portion of the Mello-
Roos at recordation of final map or building permit can mitigate this risk.
I -
However, the City alone cannot prevent this political effect from taking place. We are
aware of communities where the "vacuum" created by a city's restraint on the Mello-
Roos was filled by other taxing jurisdictions such as a school district. The net effect on
the community is unfortunately the same in this case. It would be best if all of the major
governmental players in the Dublin area can come to an agreement on the overall Mello-
Roos and/or assessment-burden in the area.
The financial risk to the City comes not from any liability on the bonds, but from the
obligation to foreclose on delinquent properties. In the event that massive delinquencies
occur, the City would need to hire foreclosure counsel, and pursue remedies in the local
superior court system. If a major landowner files for bankruptcy, the City arguably should
retain bankruptcy counsel to pursue remedies in Federal bankruptcy court. Legal
expenses can be considerable. While these expenses are fully recoverable from
proceedS of a successful foreclosure, two or more years may go by before a successful
sale is held. There is also a risk that overburdened property may not sell at a foreclosure
sale, resulting in a bond default, and no reimbursement of legal fees to the City.
.
Our report will explore these political and financial risks in detail in relation to the Eastern
Dublin project area.
With respect to opportunities, the primary objective of a Mello-Roos is to get projects
built sooner than they otherwise would be built. We see part of our task as finding out
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p~ep?red BX p-~oject Fj1Ja!!~e_A~~9fi?tes, LL9 .,_.. _._
City of Dublin Financial Advisory Proposal
which projects for Eastern Dublin have broad regional significance, and might be
targeted for acceleration.
.
E. Proposition 218. Based on extensive discussions with bond counsel, we believe that
backbone infrastructure is typically not suitable for assessment financing. For example,
streets and utilities that connect through a project arguably have general public benefit
and consequently are not eligible. Such projects would need to funded through a Mello-
Roos. In-tract streets and utilities are suitable for an assessment district. However, it is
not necessary for the City to facilitate public financing for in-tract improvements in order
to get a new development started. We would work closely with the City's bond counsel in
evaluating the proposed projects with respect to Proposition 218.
F. Credit for City Impact Fees and DSRSD Connection Fees. The most important issue
in crediting fees is determining who or what entity should receive reimbursements. If a
developer builds a facility with their own money that was intended to be funded from
fees, then clearly, that developer should receive a dollar for dollar credit on their fees. In
addition, reimbursement for costs not covered by the fee credit can be made directly to
the developer. If a Mello-Roos district makes the improvements, the situation is different.
The district should receive the credit on fees, and the waiver. This means that future
development in the district may be exempted from paying certain impact fees.
Reimbursements from other developers would be made to the district and used to call
bonds, or reduce the tax burden. If the developer in the district has been required to
prepay the Mello, the reimbursements can then be made to the developer.
We will work with staff from the City and the DSRSD to determine the best plan for fee
credits, exemptions and reimbursements. .
G. Mello-Roos policy document. This document will naturally develop from the work
described above. Other issues that need to be addressed are as follows:
1. Credit enhancement requirements
2. Appraisal standards
3. Tax formula standards
4. Debt structure standards
5. Acquisition district standards
We will prepare the policy document as part of our scope of services and present to staff
and elected officials as required.
H. Other financing mechanisms. We will use our expertise in private sector development
finance to determine what might be available to the developer of the property. One key
question is the financial strength of .f:he current landowners. A highly experienced and
well-capitalized master developer may not need the public finance support.
I. Final report. We will meet extensively with City and DSRSD staff and other consultants
as required to generate the report and policy document.
J. Fee for service basis. We see a thorough report including a quality policy document
coupled with buy-in from staff and elected officials as satisfactory outcome in and of .
itself for this assignment.
.. Prepared By"Project Finai7CieAssociates, LLC
City of Dublin Financial Advisory Proposal
5. Describe the firm's experience with similar projects.
.
Mace Ranch Community Facilities District (City of Davis)
The most analogous experience we have had to the Eastern Dublin situation is with the
Mace Ranch CFD located in the City of Davis. Mace Ranch is comprised of 500 acres
on the east side of the City. The City originally did not wa'nt the development, but due to
a threat of County approval, agreed to annex the project and allow development. The
development agreement provided for Mello-Roos financing for the backbone
infrastructure. Mello-Roos bonds were sold in 1990 and 1991 for the project. These
bonds were subsequently refunded in 1997 with a final series of bonds to complete
projects within the district.
The City was very concerned about the tax burden on future residents of Mace Ranch.
Consequently, a decision was made to limit the overall tax rate to approximate about
0.50% of the property's assessed value. However, since the backbone infrastructure
requirements were front-loaded for the overall project, this level of tax revenue was
insufficient to support the amount of bonds issued. Requiring a partial prepayment
solved this problem by the developer of the Mello-Roos bonds at the time an occupancy
permit was filed.
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However, subsequent to the City setting up the district. the local school district adopted
two overlapping Mello-Roos districts, which had the effect of doubling the total Mello-
Roos debt burden on each of the property owners. In 1996, when the City and the
developer began considering the third and final series of bonds, the overall Mello-Roos
burden was a major political concern to the 1,000+ residents of Mace Ranch. In
addition, the prepayment formula resulted in excessively high prepayments on non-
residential property. The non-residential component of the project had seen little
development over a five-year period. Consequently, in order to issue the final series of
bonds, we were required to amend the tax formula to reduce the tax burden on residents
and to change the prepayment formula for non-residential property. This was
accomplished through a refunding of the original debt and a voter approved amendment
to the tax formula.
Mark Northcross and G. Craig Hill completed this work
Sunset West Community Facilities District (City of Rocklin)
Sunset West is a 400-acre development located on the west-side of the City of Rocklin
along Highway 65. Development of the area requires con?truction of a freeway
interchange and major through arterial. Five different property owners hold the area. An
assessment district was rejected as a financing alternative since the arterial ran through
the project and the freeway interchange benefited property outside of the potential
district. The property owners were unable to agree on an overall cost allocation for the
improvements. The City was under a deadline to fund the local share of the interchange
costs or lose matching funds. Consequently, the initial district comprised of only
properties adjacent to the interchange that could agree on a cost allocation for the
interchange. Subsequent properties will be required to for separate districts at such time
that the property owners can agree on a cost allocation.
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Mark Northcross and G. Craig Hill completed this work
Prepared ByPfoject Finance Associates, LLG
City of Dublin Financial Advisory Proposal
The Bluffs Assessment District (Town of Mammoth Lakes)
The Town of Mammoth Lakes formed an assessment district in 1993 to fund in-tract
improvements for a 60-acre subdivision in the Town limits. The first division of $190,000
in bonds was sold to fund engineering and environmental work. This was completed in
1995. The project was fully entitled in 1996 around the same time Proposition 218 went
into effect. Proposition 218 forced a re-appraisal of the district formation process. This
analysis indicated that the maintenance assessment district formed contiguous to the
benefit assessment district was at risk due to the Proposition 218 language. This was
an important issue since the Town of Mammoth Lakes relied on maintenance
assessment districts to fund snow removal costs for the new development.. Without a
solid source of funding, the Town of Mammoth Lakes would not allow the development
to proceed. This problem was solved by creation of a homeowner's association parallel
with the maintenance assessment district. If the district were subsequently overtumed
by a Proposition 218 election challenge, the homeowner's association would be required
to pay for the snow removal costs. Consequently, there is no incentive for the future
property owners to overturn the maintenance assessment district. The Town of
Mammoth Lakes consequently authorized a sale for the remaining $3,064,377 in
assessment bonds in April 1998.
Mark Northcross and G. Craig Hill completed this work
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Ritter Ranch Community Facilities District (City of Palmdale)
Mark Northcross assisted the City of Palmdale in three years of negotiations with the
developers of a proposed 7,000-acre master-planned community. As part of this
assignment, Mr. Northcross prepared a Mello-Roos policy statement as required by
State law. However, the policy statement was specific to Ritter Ranch. Given the .
magnitude of the project in relation to the City of Palmdale and the absence of any other
Mello-Roos initiatives at the time, it was appropriate to have the City of Palmdale's policy
statement be specific to Ritter Ranch. Consequently, the policy statement took about
one year to negotiate before both sides were willing to sign off on the policy statement.
The pOlicy statement was subsequently used as a template for drafting the financing
documents for the bond issue.
We see this approach to a policy statement as a potential model for Eastern Dublin. The
City of Dublin's policy statement would be specific to the area and be the basis for all
future negotiations with the developer and/or developers.
6. References.
We offer the following references for our Mello-Roos and assessment finance experience:
Citv of Palmdale
Mr. Robert Toone, Jr.
City Manager
38300 N. Sierra Highway
Palmdale, CA 93550
Tel: 805/267-5100
Fax: 805/267-5122
City of Chula Vista
Mr. Robert Powell
Director of Finance
276 Fourth Avenue
Chula Vista, CA 91910
Tel: 619/691-5051
Fax: 619/691-5171
City of West Covina
Mr. Chet Yoshizaki
Redevelopment Director
1444 W. Garvey Avenue
West Covina, CA 91790
Tel: 626/814-8417
Fax: 626/814-8406
.. Prepared By Project FinanCe Assot7ates, ~[[C ,.
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City of Dublin Financial Advisory Proposal
City of Davis
Mr. John Sieg
Finance Administrator
23 Russell Blvd.
Davis, CA 95616
Tel: 530/757-5607
Fax: 530f758-0204
City of Rocklin
Mr. Carlos A. Urrutia
City Manager
3970 Rocklin Road
Rocklin, CA 95677
Tel: 916/632-4050
Fax: 916/624-8018
Gitv of Palmdale
Mr. Northcross served as financial advisor on the following Mello-Roos and assessment
bonds:
. $ 7,230,000 Rancho Vista Assessment District Refunding
. $50,000,000 Ritter Ranch Community Facilities District Special Tax Bonds
In addition, Mr. Northcross has assisted the City of Palmdale over the last two
years on a workout of two assessment bond issues, one of which is in default, and the
other of which has high delinquencies. G. Craig Hill worked on the Rancho Vista
Assessment District financing.
Citv of Chula Vista
Mr. Northcross served as financial advisor on the following assessment bonds:
. $14,460,000 Local Agency Revenue Bonds (1995 Assessment District
Refunding), Series A (Insured)
. $ 4,795,000 Local Agency Revenue Bonds (1995 Assessment District
Refunding), Series B (Subordinated)
Citv of Davis
Mr. Northcross served as financial advisor on the following Mello-Roos and assessment
bonds:
. $31,220,000 Mace Ranch Community Facilities District 1997 Refunding Special
Tax Bonds
. $ 7,195,000 Local Agency Refunding Revenue Bonds (1995 City-wide
Community Facilities District)
. $ 2,080,000 Refunding Assessment Bonds (1993)
. $ 2,665,000 Refunding Assessment Bonds (1993)
. $ 9,500,000 Mace Ranch Community Facilities District 1992 Special Tax
Bonds
. $20,000,000 Mace Ranch Community Facilities District 1991 Special Tax
Bonds
. $ 7,070,000 City-wide Community Facilities District 1990 Special Tax Bonds
G. Craig Hill worked on the 1997 Mace Ranch Community Facilities District in 1997.
Gitv of Rocklin
Mr. Northcross served as financial advisor on the following Mello-Roos and assessment
bonds:
Prepared By Project Finance Associates~ L~9_ ___
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City of Dublin FinanCial Advis'ory Proposaf
· $ 4,680,000 Sunset West Community Facilities District 1997 Special Tax
Bonds
· $ 3,605,000 Community Facilities District No.4 1997 Special Tax Refunding
Bonds
· $ 6,000,000 Stanford Ranch Community Facilities District (No.3) 1996 Special
Tax Bonds
· $20,105.000 Stanford Ranch Community Facilities District (No.3) 1995 Special
Tax Refunding Bonds (Senior)
· $13,425,000 Stanford Ranch Community Facilities District (No.3) 1995 Special
Tax Refunding Bonds (Subordinate)
· $10,875,000 Stanford Ranch Community Facilities District (No.2) 1993 Special
Tax Refunding Bonds
· $ 1,360,000 Assessment District 1993 Limited Obligation Refunding Bonds
· $ 4,045,000 Community Facilities District No.4 1990 Special Tax Bonds
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G. Craig Hill worked on the Sunset West, Stanford Ranch and CFD No.4 financings.
City of West Covina
Mr. Northcross served as financial advisor on the following Mello-Roos bonds:
· $45,000,000 West Covina Redevelopment Agency (Fashion Plaza Community
Facilities District) 1990 Special Tax Bonds
· $51,220,000 West Covina Redevelopment Agency (Fashion Plaza Community
Facilities District) 1996 Special Tax Refunding Bonds
G. Craig Hill and Wes Loran worked on-the 1996 Special Tax Refunding Bonds.
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7. Scope- of Services for referenced clients and transactions.
In almost all cases, as shown above, we have prepared the financing plan, including
spreadsheets on project costs, tax revenues, absorption and projected value-to-Iien
coverage. We led negotiations with the developer or developers and assisted in the
preparation of legal and disclosure documents. Since closing the transactions, we have
been actively involved in answering questions from potential land purchasers and
developers.
8. Provide a schedule for completion of the work.
Weeks 1 through 3 - We will assemble all relevant documents on the proposed project.
We will meet, in person, with City and DSRSD staff, the developer and other participants
in the process. We will review all relevant material.
Week 4 - We will address the Proposition 218 question. Based on the prior week's
review, we will meet with bond counsel and City staff to determine which of the proposed
improvements are suitable for assessment financing and which are suitable for Mello-
Roos financing. We will prepare a report to staff on this subject within the next week.
Weeks 5 through 6 - Prepare a financing plan, including different options for financing
the proposed project. The financing plan will include the following items: .
1. Improvements suitable for public financing
2. Proposed phasing of improvements
... -PrepaieiFBy Project !inan~E} ~ssoClates: LLC
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City of Dublin Financial Advisory Proposal
3. Recommended financing mechanism for each project component
4. Mitigation measures for minimizing future taxpayer burden
5. Mitigation measures for reducing default risk caused by the financing
Week 7 and beyond - Present report to staff and City Council.
9. Cost of Services
The proposed compensation .for financial advisory services is detailed below. The
proposed professional rates and time allocations are as follows:
Professional
Mark Northcross
G. Craig Hill
Wes Loran
Hourly Rate
$150/hour
$150/hour
$150/hour
Hours
50
20
~
75
Total Billing
$ 7,500
$ 3,000
$ 750
$11,250
PFA commits to perform all items listed under the City's Scope of Services for a not-to-
exceed cost of $11,250, including all out-of-pocket expenses except copying costs
related to the final report. We estimate copying expenses to not exceed $500.
Prepared By ProjeCt Finance Associates;-LLC .
City of Dublin Financial Advisory Proposal
EXHIBIT A
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PROJECT FINANCE ASSOCIATES, LLC
EXPERIENCE
1996
As a new firm, established January 4, 1996, PFA principals have closed
the following financings:
· $51.22M Special Tax Bonds, West Covina Redevelopment Agency
· $28.505M 1996 Refunding Lease Revenue Bonds, Berkeley Joint
Powers Financing Authority
· $15.995M General Obligation Refunding Bonds, Bakersfield City
School District
· $15.00M Tax and Revenue Anticipation Notes, City of Berkeley
· $12.55M Big Independent Cities Excess Pool Self Insurance Bonds (a
joint issuance of the Cities of Huntington Beach, Oxnard, Pomona, San
Bernardino and "Santa Ana)
· $8.295M 1996 Bond Anticipation Notes (Ski Run Project), City of South
Lake Tahoe Financing Authority
· $6.00M Special Tax Bonds (Stanford Ranch), City of Rocklin .
· $4.315M Refunding Certificates of Participation, City of Chula Vista
· $4.12M 1996 Tax Allocation Refunding Bonds, Berkeley
Redevelopment Agency
· $3.755M Tax Allocation Refunding Bonds, Santa Cruz Redevelopment
Agency
· $3.63M Tax Allocation Refunding Bonds, Paso Robles Redevelopment
Agency
· $3.175M Refunding Certificates of Participation, City of Solvang
· $2.82M Refunding Certificates of Participation, Town of Corte Madera
· $2.615M Lease Revenue Notes (Taxable), Victor Valley Economic
Development Authority
· $O.996M Assessment Bonds (Wolfback Ridge), Marin Municipal Water
District
Other Projects
· $49.00M General Obligation Bond Election (11/96), City of Berkeley
· $8.60M CMBS Pool Financing, Gateway Center (Fairfield)
PFA 1996 Municipal Total $162,991,920
PFA Bond Election 1996 Total $ 49,000,000
(15 Financings)
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---Prepared By Project Finance Associates, LLC -
City of Dublin Financial Advisory Proposal
1997
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. $9.43M Refunding Certificates of Participation, Town of Mammoth
Lakes
. $7.23M 1997 Limited Obligation Revenue Bonds (Assessment District
No. 87-1 Bond Refinancing), Palmdale Civic Authority
. $2.50M 1997 Certificates of Participation (Water & Sewer
Improvements), City of Coming
. $3.41 M Refunding Tax Allocation Bonds, Redevelopment Agency of the
City of Rocklin
. $13.91 M Tax Allocation Bonds, 1997 Series A (Housing Set-Aside
Revenues), Community Redevelopment Agency of the City of Palmdale
. $5.265M Taxable Tax Allocation Bonds, 1997 Series B (Housing Set-
Aside Revenues), Community Redevelopment Agency of the City of
Palmdale
. $3.605M 1997 Refunding Special Tax Bonds, (Community Facilities
District No.4), City of Rocklin
. $10.89M 1997 Revenue Bonds, Series A (Civic Center Refinancing),
Palmdale Civic Authority
. $10.00M 1997 General Obligation Bonds (Election of 1996, Series A),
City of Berkeley
. $10.50M 1997 General Obligation Bonds (Election of 1992, Series C),
City of Berkeley
. $25.00M 1997 Revenue Bonds (4 District Mello-Roos Refunding and
Improvement), ABAG/Fairfield-Suisun Unified School District
. $31.22M 1997 Special Tax Refunding Bonds (Mace Ranch Community
Facilities District), City of Davis
. $15.00M 1997 Tax and Revenue Anticipation Notes, City of Berkeley
. $4.00M Commercial Mortgage, Rolling Hills Country Club
. $2.50M Tax Allocation Notes, Davis Redevelopment Agency
. $0.40M 1997 Assessment Bonds, City of Hermosa Beach
. $5.45M 1997 Tax Allocation Bonds (West Berkeley Project Area),
Redevelopment Agency of the City of Berkeley
. $4.68M 1997 Special Tax Bonds (Sunset West Community Facilities
District), City of Rocklin
. $3.80M Loan Anticipation Notes, City of Corning
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Other Projects
. $4.00M Commercial Mortgage Loan, Rolling Hills Country Club
(Novato)
PFA 1997 Municipal Total
PFA Municipal Total
$164,790,000
$327,781,920
(18 Financings)
(33 Financings)
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_ _ F:r~p-afe~-ByProjf!~t Fjnance Associat~s, LLc.
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City of Dublin Financial Advisory Proposal
1998
· $4.80M Special Tax Bonds (Tax-Exempt), City of Scotts Valley
· $1.70M Special Tax Bonds (Federally Taxable), City of Scotts Valley
· $5.00M Installment Sale Agreement, Tulare Irrigation District
· $4.945M Housing Set-Aside Tax Allocation Bonds, Series A (Executive
Lodge Project), Redevelopment Agency of the City of West Covina
· $1.200M Housing Set-Aside Tax Allocation Bonds, Taxable Series B
(Executive Lodge Project), Redevelopment Agency of the City of West
Covina
PFA 1998 Municipal Total
PFA Municipal Total
$17,645,000
$345,426,920
(5 Financings)
(38 Financings)
-Prepared By Project Finance Associates;-tLC--~- --.----'--.;--
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AGREEMENT BETWEEN JENNIFER LIN
AND CITY OF DUBLIN REGARDING
COST OF EVALUATING INFRASTRUCTURE PROPOSAL
THIS AGREEMENT is entered into this _ day of June _' 1998, between the City of
Dublin, a municipal corporation ("City") and Jennifer Lin ("Lin").
RECITALS
A. Lin owns approximately 1227 acres of land located within the area generally
known as Eastern Dublin. Some of Lin's property is within the City of Dublin and the remainder
ofLin's property is within the City's sphere of influence.
B. City's Eastern Dublin Specific Plan ("Specific Plan") designates land uses for
Lin's property. Development of the property will require significant infrastructure improvements
to serve City of Dublin facilities as well as Dublin San Ramon Services District facilities.
C. Section 11.2.13 of the Eastern Dublin Specific Plan requires the preparation of
financial plans identifying the necessary capital improvements and their timely financing. The
Lins have independently secured services of consultants to develop a proposed infrastructure
financing package for much of the Eastern Dublin area.
D. In order for the City to responsibly evaluate the proposal it is appropriate for the
City to secure the services of specialized consultants including an independent Financial Advisor
and Bond Counsel.
E. In order to assure that the public interest is best served, the City believes that the
analysis is best completed by experts which do not have a self interest in the outcome of the
report. Therefore, it is important that the services secured are not contingent upon a future debt
Issuance.
F. Lin has agreed to advance funds to City for retention of consultants to prepare a
report to the Council evaluating the propriety of formation of a Community Facilities District
and other financing options. The City shall have full control of the selection of the Consultants
and preparation of the report.
G. In the event that the City proceeds with the implementation of a Infrastructure
Financing Plan which results in the issuance of debt, and to the extent legally possible, the funds
advanced by the Lins pursuant to this agreement may be eligible for reimbursement from the
proceeds of the debt issuance.
Agreement Between Jennifer Lin and
Dublin re: Cost of Evaluating Infrastructure Proposal
Page ]
May 29, 1998
ATTACHMENTI\f
AGREEMENT
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Now, therefore, City and Un agree as follows:
1. Consultants
City will retain a financial advisor and bond counsel to prepare an analysis of the
proposal submitted by Lin, including, but not limited to, an analysis of the "pros" and "cons" of
use of a Community Facilities District or 1913 Act assessments with 1915 Act bonds as possible
means of financing infrastructure to serve Lin' s property.
2. Deposit
Lin will deposit $40,000 with City contemporaneous with execution of this agreement to
be used by City to cover City's costs of the services set forth in paragraph 1 above. Any funds
remaining in such account shall be returned to Lin following completion of the report. Lin shall
deposit additional funds, if necessary, when requested by City Manager but not to exceed an
additional $10,000.
3. Provision For Reimbursement
To the extent legally permissible City shall include Lin's payment under this agreement .
in any issuance of debt by City to fund construction of infrastructure in Eastern Dublin.
4. No Obligation to Approve Proiect
This agreement shall not be construed as providing Un with any assurance that any
application for a land use entitlement and/or approval of issuance of public debt will be granted
by City for Lin' s property.
CITY OF DUBLIN
JENNIFER LIN
By
Guy S. Houston, Mayor
By
Ted Fairfield
ATTEST:
Kay Keck, City Clerk
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Agreement Between Jennifer Un and
Dublin re: Cost of Evaluating Infrastructure Proposal
Page 2
May 29, 1998