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HomeMy WebLinkAbout4.04 Bond/FinAdvisoryEDublinCITY CLERK File # E1611016-J101 AGENDA STATEMENT CITY COUNCIL MEETING DATE: June 2, 1998 SUBJECT: ATTACHMENTS: RECOMMENDATION: FINANCIAL STATEMENT: Bond Counsel and Financial Advisory Services for Eastern Dublin Report Prepared by Richard C. Ambrose, City Manager 1) Proposal from Jennifer Lin to create a Dublin Ranch Area Financing District for the construction of infrastructure improvements. 2) Agreement for Bond Counsel services between the City of Dublin and Orrick, Herrington & Sutcliffe. 3) Agreement for Financial Advisor services between the City of Dublin and Project Finance Associates. 4) Agreement between Jennifer Lin and City of Dublin regarding costs of evaluating infrastructure proposal. 1) Authorize Staff to undertake an evaluation of the Dublin Ranch Area Financing District Proposal. 2) Authorize the Mayor to execute agreements with Orrick, Herrington & Sutcliffe, Project Finance Associates, and Jennifer 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 of the 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. ------------------------------------------------------------------- COPIES TO: ITEM NO. 44 G:\CC-MTGS\98-QTR2\JUNE\6-2-98\AG-LIN.DOC ,~ .. 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. . . - 2 - ..1 . ,~ u__ . . . 11,267-0 12/] 0/97 BBW Page 1 of7 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 1\ TIACHMENT 1 ] ] .267-0 'u' ] 2/] 0/97 BBW Page 2 0[7 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. 11.267-0 12110/97 BBW Page 3 of7 . 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. . "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 - - .-.--. _.: . -- -- ~~~~, 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. . ] ] ,267-0 121] 0/97 BBW Page 4 of7 CONSTRUCTION COSTS ESTIMATES . 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. . .. ~.. . . - -- - ..--~-- - - -. . ~ ~ .-~ - ,~-~ -- -.-- -..............~~ - ._~~ -'- - - ~ ~ n' -~_.,~ 2 Financing - ". _. _ _ _ _ ~_ ~ r _..~ - - -. ~ . ,- . -- - ~ - - - - Preliminary Engineer's Estimate . __ _ _ _ B~ ~_. ~ . -,. ~ - 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% + .~. '- _.~ -~. -~ ~.- - - ..-- " - 11,267-0 12/10/97 RRB Page 5 of 7 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 - . - -~.. Prepared by the firm of MacKay & Somps San Jose, California ... -- . ] ] ,267-0 12/10/97 BBW Page 6 of7 . 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). . - , .. . . . Right of 'Way - -- Actual Cost + Dedication Value Spread like streets Note lien adjusted for Dedication. BOND FINANCE ALTERNATIVES ] ] ,267-0 ] 2110/97 BBW Page 7 of7 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. __"r_' -_ _oJ - -- --'- _______.___"__._ ":..:___.:-" _-=.-:-__--:--:..-:-:--:-.-~-.--.--~--r~- .::....::=:----. :-. -~. . ..--- .. -_:-- ~.' - --. -... -- .. .. - ~_. .--- -- -- ...-.- - . . _r ,.. .--.."... ~ , ---- -- -- ---- - .. -.. - .-.- .- -- . . --..... -- - ... .. .. . - 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 . -=-~-~~--~:-~- -.~.:-::---:-:-.-:~-~~.~~~.:'~ ~:~.- :-~. ~., ::..--:." . ~ .____-_.=--..:.__.~",.~___=__.______~ _~r__._._. ~_..__.__ --.- - - - -. . - -. ~ -- - ". -. -- '" - - -- ~ ..__ _ _ _ n~_ . . . ... . . . FORJ\1A.TION-OF-iMELw':!ioos C6-MMUN-iri FACILITIES DISTRiCT TIMELINE AND SCHEDULE OF EVENTS -, - 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, -. ._" - 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 _ - -' - -- .- --- -~ - -- -- - --- -- - ~- " - - heannO" ~- , -- - -- - -- --- .. -.. __ ~ _ _ 0 - 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 --- -- .. -- 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. ~'''''::...:.--:,. ..- - ". - - . ~. . ... . . - _.._ _.... - .n _, .--, . -~ ~. - - . .-- _ 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%+ 11,267-0 12/10/97 RRB Page 1 of 4 400,000 806,400 100,800 151,200 122,500 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 .. 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 -"- ".- -.....- ..~- ----- ~ ~ -----~,_____ .:1.."- ___",_ __ __'A 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 - 11,267-0 12/10/97 RRB page20fe 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 . . --. -- -- - --;~-- ~- -- :. . . _m . _.. e---- .- - -- S"tOn:D. Dram - --- -- - - - --- 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 11,267-0 12/10/97 RRB Page 3 of 4 465,000 712,500 632,500 100,000 337,500 800,000 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 ... - 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. -- ". - -~ ~ - .~:... .~:.- ~_~ _n ~. __~.~. -- ~--=-- - -.. -- . - ..__.. _'__n_ -:.~_':-~' . --':-:~. - . 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 _ 11,267-0 12/10/97 RRB 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 . u. " . . . . { .:/ ~ I " " \ . -:::::::>/, . ~ \. \ --- -~_,o--'QI'" .D ~ ~ ~ .-'" - .... ... ~/ '-"'- -~ ..-.:::' MIl;: LlMllltII'"~_ ~~ IpARJ(} '-"'- -~ -"':::. ... ..- '" -"' -- .. ... c:r BOUNDAR'f' PROPOSED OI5fRl N OF ADOmONAL POSSlIll..E INCLUSlO CDUtiT'f \)\NOS F: '11.2P\pr9-bndY '" " ' "'" " ................................ ........ ..... ..........'~ " , ''II. 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DIWI 3 FAI..LON ROAD WIDENING OUBUH BLVD EXTENSION aMlRr"1:.1e: FALlON ROlD !:"'-~.: - :.I~'r'~~'~ . --::1!~~' ....~~I.r ~,"~:......:..-=-_~=-=--. . J '_ . :1.~".I'.' . ,. . " I :' -. ( ,; ~..,;._'!.~... '" _ J ; 1'-' --. ~'. -=-~-:-~~~;~~~ ~-~) _.' . _' ,,;.~ .~. ___ l... - ~'l :~~~.. ~~~ ~~~'. ~ .\ ..... ..=----. ~ ,_~ .,..~ r ---. ~. . . . . . .-;..~ .-............... ...... -. -~~ ~-_. . ~ . I ~.- .t . . - 't--;_ I . _-~-'~,_t-" '31~~f~k~:~ . .r'i.-......__' .,.i.,... .,' \'.. .=--:.-.:. -:. - '~-~.1.-':':'-' - - ----,,- \i,:-.'" ,,- --' _.J-'. I , , - ; ~ .i1--,':" -. -,c,c; .:.~S!-- '~. -.~.. -..;.~. '~~"'::' --- .1 'w._. t 1'?',<. .,- - -, . ...... .... ......~.~r -; i - \.~ - ""--=---:~:r t t ~7:--: ~j~lJ~,-.~~.,~~,-.~.~. ;~L~-:~~;~ .~~: - -, ',' -. ;...- lliEtID..~ : ~ PR~PCSED DLPROVI ...~ ~"'.&.TJO . s.l.JllW!'f BZ8l CD~~ ~.vl ~. "" l>IlER< - --..... _ ---'I.~.uD. --- ~I~-~ .~... . . . 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- - ._.....-..-- -.- - -- .. - ~_.-- -~_.. -. ~-..~~~.- -~..:........ ,. ~- ". _~_r_-":' <..:..._ ~, .- -:.".. . 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. . - 1 - . . . 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. . -2: .. 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. . - 3- . . . 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. . - 5- ... . 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 . . - 6 - ., ..-',- _.,-- --~-- --_.....-------~--"._~-- . _____---Z" n" __,~__._ - ~- - --~_. .--- -- -- -,---" -- ..- . 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 . . . . 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 . 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: . 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. - .~. - .. -, -~.- - - - ..-.~... Prepared By ~rojE~ct Rrian~f!_ Associates, LLG _.' _ _ __ City of Dublin Financial Advisory Proposal . 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 ~ _"u - ~ -.. - 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. . 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. . 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 . 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 ,. . . . . 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_ ___ -- --- ~ -. ... - - .- -- "" - -- - .~,_...:- 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 . 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. . 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 . . . 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 . 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) . - . ---Prepared By Project Finance Associates, LLC - City of Dublin Financial Advisory Proposal 1997 . . $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 I. 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) . _ _ F:r~p-afe~-ByProjf!~t Fjnance Associat~s, LLc. --- 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--~- --.----'--.;-- ~ . . . - --- . . . 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 . 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 . Agreement Between Jennifer Un and Dublin re: Cost of Evaluating Infrastructure Proposal Page 2 May 29, 1998