HomeMy WebLinkAbout4.15 Agreements for On-Call Financial ConsultantsSTAFF REPORT
CITY COUNCIL
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Agenda Item 4.15
DATE:July 20, 2021
TO:Honorable Mayor and City Councilmembers
FROM:Linda Smith, City Manager
SUBJECT:Agreements for On-Call Financial Consultants
Prepared by: Jay Baksa, Assistant Administrative Services Director
EXECUTIVE SUMMARY:
The City Council will consider approving on-call agreements with Fieldman, Rolapp & Associates
and Goodwin Consulting Group, for financial consulting services.
STAFF RECOMMENDATION:
Adopt the Resolution Approving Agreements for On-Call Financial Consulting Services with
Fieldman, Rolapp & Associates and Goodwin Consulting Group.
FINANCIAL IMPACT:
The cost for these services will be incorporated into future budget requests and will be charged to
the appropriate operating or project budget.
DESCRIPTION:
Beginning in 2013, Staff assembled, via various Requests for Proposals/Qualification, a team of
expert consultants to assist the City with future financial projects, such as the sale of bonds and/or
review of other debt financing projects.
Since that time the City has utilized this team for forming of the Dublin Crossing Community
Facility District (Dublin Crossing) and the sale of two series of bonds on behalf of Dublin Crossing.
The City Council has recently discussed projects in which debt financing may be considered to
fund the project, such as the green energy project. Due to complexity of public debt financing the
City desires to enter in an on-call agreement with both Fieldman and Goodwin to provide financial
consulting assistance. An on-call agreement will allow the consults to provide these services on an
as needed basis, for any future projects.
Fieldman, Rolapp and Associates provides consulting services for all aspects of debt
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financing, including bond issuances.
Goodwin Consulting Group provide data on the city’s tax base, including assisting the City
in the development of special tax calculation for CFDs as well as providing continuing
disclosure and reporting for debt issuances.
STRATEGIC PLAN INITIATIVE:
Strategy 2. Explore New City Revenue Streams for Long Term Financial Stability
Objective D: Continue to maintain strong fiscal policies
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
The City Council Agenda was posted.
ATTACHMENTS:
1) Resolution Approving Amendments for On-Call Financial Consulting Services with Fieldman,
Rolapp & Associates and Goodwin Consulting Group
2) Exhibit A to the Resolution – Consulting Services Agreement with Fieldman, Rolapp &
Associates and Goodwin Consulting Group
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Attachment 1
Reso. No. XX-21, Item X.X, Adopted XX/XX/21 Page 1 of 1
RESOLUTION NO. XX – 21
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING AGREEMENTS FOR ON-CALL FINANCIAL CONSULTING SERVICES WITH
FIELDMAN, ROLAPP & ASSOCIATES AND GOODWIN CONSULTING GROUP
WHEREAS,beginning in 2013, City staff assembled, via various Requests for
Proposals/Qualification, a team of expert consultants to assist the City with financial projects;
and
WHEREAS,the City has utilized this team to form a Community Facilities District (CFD),
and to issue two series of bonds on behalf of the CFD; and
WHEREAS,the City has the desire to continue to utilize financial consultants for future
projects; and
WHEREAS,Fieldman, Rolapp and Associates and Goodwin Consulting Group were
selected from the Request for Proposal/Qualification as part of the team of financial experts and
have the experience providing financial consulting services to the City; and
WHEREAS,the City wishes to enter into Agreements with Fieldman, Rolapp and
Associates and Goodwin Consulting Group to continue to provide financial consulting services;
and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the Agreements with Fieldman, Rolapp and Associates and Goodwin Consulting
Group.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
Agreements, attached hereto as Exhibit A,and make any necessary, non-substantive changes
to carry out the intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 20th day of July 2021, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
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Consulting Services Agreement between City of Dublin and 07/21/2021
Fieldman, Rolapp & Associates for On-call Financial Advisory Services Page 1 of 14
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
FIELDMAN, ROLAPP & ASSOCIATES
FOR
ON-CALL FINANCIAL ADVISORY SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin (“City”) and
Fieldman, Rolapp & Associates (“Consultant”) (together sometimes referred to as the “Parties”) as of July
20, 2021 (the “Effective Date”).
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and
place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on July 20, 2024, and Consultant shall complete the work described in Exhibit A on or
before that date, unless the term of the Agreement is otherwise terminated or extended, as
provided for in Section 8. The time provided to Consultant to complete the services
required by this Agreement shall not affect the City’s right to terminate the Agreement, as
referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended
on a year to year basis for up to 2 years upon the written consent of the Consultant and
the City Manager, provided that: a) sufficient funds have been appropriated for such
purchase, b) the price charged by the Consultant for the provision of the serves described
in Exhibit A does not increase. None of the foregoing shall affect the City’s right to
terminate the Agreement as provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Subsection 1.2 above and to satisfy Consultant’s obligations hereunder.
1.5 [Intentionally Deleted].
Attachment 2 - Exhibit A
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1.6 [Intentionally Deleted].
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $300,000
for services outlined in Exhibit A in accordance with the schedule attached hereto as Exhibit B, City shall
pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth
herein. The payments specified below shall be the only payments from City to Consultant for services
rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified
herein. Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate
services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant’s estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. No individual performing work under this Agreement shall
bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager
or his/her designee. Invoices shall contain the following information:
Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
The beginning and ending dates of the billing period;
A Task Summary containing the original contract amount, the amount of prior billings,
the total due this period, the balance available under the Agreement, and the
percentage of completion;
A copy of the applicable time entries or time sheets shall be submitted showing the
following:
o Daily logs of total hours worked by each individual performing work under
this Agreement
o Hours must be logged in increments of tenths of an hour or quarter hour
o If this Agreement covers multiple projects, all hours must also be logged
by project assignment
o A brief description of the work, and each reimbursable expense
The total number of hours of work performed under the Agreement by Consultant and
each employee, agent, and subcontractor of Consultant performing services
hereunder;
The Consultant’s signature;
Attachment 2 - Exhibit A
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Consulting Services Agreement between City of Dublin and 07/21/2021
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Consultant shall give separate notice to the City when the total number of hours
worked by Consultant and any individual employee, agent, or subcontractor of
Consultant reaches or exceeds 800 hours within a 12-month period under this
Agreement and any other agreement between Consultant and City. Such notice shall
include an estimate of the time necessary to complete work described in Exhibit A and
the estimate of time necessary to complete work under any other agreement between
Consultant and City, if applicable.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant.
2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this
Agreement within 60 days after completion of the services and submittal to City of a final
invoice, if all services required have been satisfactorily performed.
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto as Exhibit B.
2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B.Expenses
not listed in Exhibit B are not chargeable to City.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.8 Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Attachment 2 - Exhibit A
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Consulting Services Agreement between City of Dublin and 07/21/2021
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Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and
the information in possession of the City. The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve
incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Consultant, at its
own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance
listed below against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents, representatives,
employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof
satisfactory to City of such insurance that meets the requirements of this section and under forms of
insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work.
Consultant shall maintain the insurance policies required by this section throughout the term of this
Agreement. The cost of such insurance shall be included in the Consultant's bid or proposal. Consultant
shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all
insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in
effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF
THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed
herein for the duration of this Agreement.
4.1 Workers’ Compensation.
4.1.1 General Requirements. Consultant shall, at its sole cost and expense, maintain
Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for
any and all persons employed directly or indirectly by Consultant. The Statutory
Workers’ Compensation Insurance and Employer’s Liability Insurance shall be
provided with limits of not less than $1,000,000 per accident. In the alternative,
Consultant may rely on a self-insurance program to meet these requirements, but
only if the program of self-insurance complies fully with the provisions of the
California Labor Code. Determination of whether a self-insurance program meets
the standards of the California Labor Code shall be solely in the discretion of the
Contract Administrator.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the Consultant, its employees,
agents, and subcontractors.
4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall
submit the following:
Attachment 2 - Exhibit A
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a. Certificate of Liability Insurance in the amounts specified in the section;
and
b. Waiver of Subrogation Endorsement as required by the section.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain
commercial general liability insurance for the term of this Agreement in an amount
not less than $1,000,000 and automobile liability insurance for the term of this
Agreement in an amount not less than $1,000,000 per occurrence, combined
single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile Liability
form or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice the required
occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting
therefrom, and damage to property resulting from activities contemplated under
this Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
“occurrence” basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001, Code 1 (any auto). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional Requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as
additional insureds as respects: liability arising out of work or operations
performed by or on behalf of the Consultant; or automobiles owned,
leased, hired, or borrowed by the Consultant.
c. Consultant hereby agrees to waive subrogation which any insurer or
contractor may require from vendor by virtue of the payment of any loss.
Consultant agrees to obtain any endorsements that may be necessary to
effect this waiver of subrogation.
Attachment 2 - Exhibit A
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d. For any claims related to this Agreement or the work hereunder, 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.
4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall
submit the following:
a. Certificate of Liability Insurance in the amounts specified in the section;
b. Additional Insured Endorsement as required by the section;
c. Waiver of Subrogation Endorsement as required by the section; and
d. Primary Insurance Endorsement as required by the section.
4.3 Professional Liability Insurance.
4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
not less than $2,000,000 covering the licensed professionals’ errors and
omissions. Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 Claims-Made Limitations. The following provisions shall apply if the professional
liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least 5 years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant shall purchase an extended period coverage
for a minimum of 5 years after completion of work under this Agreement.
d. A copy of the claim reporting requirements must be submitted to the City
for review prior to the commencement of any work under this Agreement.
Attachment 2 - Exhibit A
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4.3.3 Additional Requirements. A certified endorsement to include contractual liability
shall be included in the policy.
4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall
submit the Certificate of Liability Insurance in the amounts specified in the section.
4.4 All Policies Requirements.
4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with complete copies of all Certificates of Liability
Insurance delivered to Consultant by the insurer, including complete copies of all
endorsements attached to the policies. All copies of Certificates of Liability
Insurance and certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City does not
receive the required insurance documents prior to the Consultant beginning work,
it shall not waive the Consultant’s obligation to provide them. The City reserves
the right to require complete copies of all required insurance policies at any time.
4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and
obtain the written approval of City for the self-insured retentions and deductibles
before beginning any of the services or work called for by any term of this
Agreement. 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,
employees, and volunteers; or the Consultant shall provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting”
policy limit (i.e. limit that is eroded by the cost of defense).
4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall
be endorsed to state that coverage shall not be canceled by either party, except
after 30 days’ prior written notice has been provided to the City.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
Attachment 2 - Exhibit A
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are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant’s breach:
Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. Refer to the attached
Exhibit C, which is incorporated herein and made a part of this Agreement.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of City. This Agreement shall
not be construed as an agreement for employment. City shall have the right to control
Consultant only insofar as the results of Consultant's services rendered pursuant to this
Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise
City shall not have the right to control the means by which Consultant accomplishes
services rendered pursuant to this Agreement. Consultant further acknowledges that
Consultant performs Services outside the usual course of the City’s business; and is
customarily engaged in an independently established trade, occupation, or business of the
same nature as the Consultant performs for the City and has the option to perform such
work for other entities. Notwithstanding any other City, state, or federal policy, rule,
regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents,
and subcontractors providing services under this Agreement shall not qualify for or
become entitled to, and hereby agree to waive any and all claims to, any compensation,
benefit, or any incident of employment by City, including but not limited to eligibility to
enroll in the California Public Employees Retirement System (PERS) as an employee of
City and entitlement to any contribution to be paid by City for employer contributions and/or
employee contributions for PERS benefits.
6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
Attachment 2 - Exhibit A
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7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws and regulations applicable to the performance of the work hereunder, including but
not limited to, the California Building Code, the Americans with Disabilities Act, and any
copyright, patent or trademark law. Consultant’s failure to comply with any law(s) or
regulation(s) applicable to the performance of the work hereunder shall constitute a breach
of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions. Consultant represents and warrants to City that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions. In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the
basis of a person’s race, sex, gender, religion (including religious dress and grooming
practices), national origin, ancestry, physical or mental disability, medical condition
(including cancer and genetic characteristics), marital status, age, sexual orientation, color,
creed, pregnancy, genetic information, gender identity or expression, political affiliation or
belief, military/veteran status, or any other classification protected by applicable local,
state, or federal laws (each a “Protected Characteristic”), against any employee, applicant
for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or
applicant for any services or programs provided by Consultant under this Agreement.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement upon 30 days’ written notice to City and shall
include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the effective date of termination; City, however, may condition payment of
such compensation upon Consultant delivering to City any or all documents, photographs,
Attachment 2 - Exhibit A
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computer software, video and audio tapes, and other materials provided to Consultant or
prepared by or for Consultant or the City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the
Parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant’s unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the subcontractors noted
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City’s remedies shall include, but are not limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
City would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
Attachment 2 - Exhibit A
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9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. Consultant hereby agrees to deliver
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use. City and Consultant agree that, until
final approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
Parties.
9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of 3 years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of any audit
of the City, for a period of 3 years after final payment under the Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the Parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Alameda or in the United States District Court for
the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
Attachment 2 - Exhibit A
251
Consulting Services Agreement between City of Dublin and 07/21/2021
Fieldman, Rolapp & Associates for On-call Financial Advisory Services Page 12 of 14
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the Parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code Section 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous 12 months,
an employee, agent, appointee, or official of the City. If Consultant was an employee,
agent, appointee, or official of the City in the previous 12 months, Consultant warrants that
it did not participate in any manner in the forming of this Agreement. Consultant
understands that, if this Agreement is made in violation of California Government Code
Section 1090 et seq., the entire Agreement is void and Consultant will not be entitled to
any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, and Consultant will be required to reimburse the City for any
sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it
may be subject to criminal prosecution for a violation of California Government Code
Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the
State of California.
At City’s sole discretion, Consultant may be required to file with the City a Form 700 to
identify and document Consultant’s economic interests, as defined and regulated by the
California Fair Political Practices Commission. If Consultant is required to file a Form 700,
Consultant is hereby advised to contact the Dublin City Clerk for the Form 700 and
directions on how to prepare it.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by the City Manager
("Contract Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
Attachment 2 - Exhibit A
252
Consulting Services Agreement between City of Dublin and 07/21/2021
Fieldman, Rolapp & Associates for On-call Financial Advisory Services Page 13 of 14
10.10 Notices. Any written notice to Consultant shall be sent to:
Fieldman, Rolapp & Associates, Inc
Attn: James Fabian, Principal
19900 MacArthur Boulevard, Suite 1100
Irvine, CA 92612
Any written notice to City shall be sent to:
City of Dublin
Att: Jay Baksa, Assistant Administrative Services Director
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A, B, and C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
Exhibit A Scope of Services
Exhibit B Compensation Schedule & Reimbursable Expenses
Exhibit C Indemnification
10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for
one million dollars ($1,000,000.00) or more, by Consultant’s signature below Consultant
certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of
Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of
the California Public Contract Code as a person engaging in investment activities in Iran as
described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b)
of Section 2202.5 of the California Public Contract Code, as applicable.
SIGNATURES ON FOLLOWING PAGE
Attachment 2 - Exhibit A
253
Consulting Services Agreement between City of Dublin and 07/21/2021
Fieldman, Rolapp & Associates for On-call Financial Advisory Services Page 14 of 14
The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear
below certify that they are authorized to sign on behalf of the respective Party.
CITY OF DUBLIN FIELDMAN, ROLAPP & ASSOCIATES
Linda Smith, City Manager James Fabian, Principal
Attest:
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
3070368.1
Attachment 2 - Exhibit A
254
Consulting Services Agreement between City of Dublin and Last revised 07/21/2021
Fieldman, Rolapp & Associates for On-call Financial Advisory Services Exhibit A – Page 1 of 3
EXHIBIT A
SCOPE OF SERVICES
A. General Services
Fieldman Rolapp and Associates will provide the following services as needed:
Review and comment on proposed financial agreements between the City and other external
parties.
Review and comment on proposed future financial policies.
Assist in the analysis of the impact of potential future developments in the City.
Assist in the analysis of the impact potential future annexations in the City.
Provide independent review and analysis of potential future revenue enhancement measures.
Review and comment on any City staff report or presentations as requested.
Provide quantitative analysis on an as needed basis.
Evaluate available financing alternatives as requested.
Attend City Council or stakeholder meetings as requested.
The City may, with the concurrence of Consultant, expand this Agreement to include Additional Services
not specifically identified within the terms of this Agreement. Any Additional Services may be described in
an addendum to this Exhibit A and are subject to compensation described in Exhibit B to this Agreement.
B. Transaction Services.
Should the City determine to issue debt, in addition the service list in section A of this exhibit, The
Consultant on behalf of the City shall assume primary responsibility for assisting the City in coordinating the
planning and execution of each debt issue (Project) . Insofar as the Consultant is providing Services which
are rendered only to the City, the overall coordination of the financing shall be such as to minimize the
costs of the transaction coincident with maximizing the City's financing flexibility and capital market access.
The Consultant's proposed debt issuance Services may include the following:
Develop the Financing Schedule
Monitor the Transaction Process
Review the Official Statement, both preliminary and final
Procure and Coordinate Additional Service Providers
Provide Financial Advice to the City Related to Financing Documents
Compute Sizing and Design Structure of the Debt Issue
Conduct Market Analysis and Evaluate Timing of Market Entry
Recommend Award of Debt Issuance
Provide Pre-Closing and Closing Assistance
Specifically, Consultant will:
Attachment 2 - Exhibit A
255
Consulting Services Agreement between City of Dublin and Last revised 07/21/2021
Fieldman, Rolapp & Associates for On-call Financial Advisory Services Exhibit A – Page 2 of 3
1. Develop the Financing Timetable.
The Consultant shall take the lead role in preparing a schedule and detailed description of the
interconnected responsibilities of each team member and update this schedule, with refinements,
as necessary, as the work progresses.
2. Monitor the Transaction Process.
The Consultant shall have primary responsibility for the successful implementation of the financing
strategy and timetable that is adopted for each debt issue relating to the Project. The Consultant
shall coordinate (and assist, where appropriate) in the preparation of the legal and disclosure
documents and shall monitor the progress of all activities leading to the sale of debt. The
Consultant shall prepare the timetables and work schedules necessary to achieve this end in a
timely, efficient and cost-effective manner and will coordinate and monitor the activities of all
parties engaged in the financing transaction.
3. Review the Official Statement.
The Consultant shall review the official statement for each debt issue relating to the Project to
insure that the City's official statement is compiled in a manner consistent with industry standards.
4. Procure and Coordinate Additional Service Providers.
The Consultant may act as City’s representative in procuring the services of financial printers for
the official statement and related documents, and for the printing of any securities. In addition, the
Consultant may act as the City's representative in procuring the services of trustees, paying
agents, fiscal agents, feasibility consultants, redevelopment consultants, or escrow verification
agents or other professionals, if the City directs.
5. Provide Financial Advice to the City Relating to Financing Documents.
The Consultant shall assist the managing underwriters, bond counsel and/or other legal advisors in
the review of the respective financing resolutions, notices and other legal documents. In this
regard, the Consultant shall monitor document preparation for a consistent and accurate
presentation of the recommended business terms and financing structure of each debt issue
relating to the Project, it being specifically understood however that the Consultant’s services shall
in no manner be construed as the Consultant engaging in the practice of law.
6. Compute Sizing and Design Structure of Debt Issue.
The Consultant shall work with the City's staff bond counsel and other professionals of the City to
design a financing structure for each debt issue relating to the Project that is consistent with the
City's objectives, that coordinates each transaction with outstanding issues and that reflects current
conditions in the capital markets.
7. Conduct Market Analysis and Evaluate Timing of Market Entry.
Attachment 2 - Exhibit A
256
Consulting Services Agreement between City of Dublin and Last revised 07/21/2021
Fieldman, Rolapp & Associates for On-call Financial Advisory Services Exhibit A – Page 3 of 3
The Consultant shall provide summaries of current municipal market conditions, trends in the
market and how these may favorably or unfavorably affect the City's proposed financing.
Negotiated Sales.
In the case of a negotiated sale of debt, the Consultant shall perform an evaluation of market
conditions preceding the negotiation of the terms of the sale of debt and will assist the City with the
negotiation of final issue structure, interest rates, interest cost, reoffering terms and gross
underwriting spread and provide a recommendation on acceptance or rejection of the offer to
purchase the debt. This assistance and evaluation will focus on the following areas as
determinants of interest cost:
Size of financing
Sources and uses of funds
Terms and maturities of the debt issue
Review of the rating in pricing of the debt issue
Investment of debt issue proceeds
Distribution mix among institutional and retail purchasers
Interest rate, reoffering terms and underwriting discount with comparable issues
Redemption provisions
8. Recommend Award of Debt Issuance.
Based upon activities outlined in Task 7 above, the Consultant will recommend accepting or
rejecting offers to purchase the debt issue. If the City elects to award the debt issue, the
Consultant will instruct all parties and help facilitate the actions required to formally consummate
the award.
9. Provide Pre-Closing and Closing Activities.
The Consultant shall assist in arranging for the closing of each financing. The Consultant shall
assist counsel in assuming responsibility for such arrangements as they are required, including
arranging for or monitoring the progress of bond printing, qualification of issues for book-entry
status, signing and final delivery of the securities and settlement of the costs of issuance.
Attachment 2 - Exhibit A
257
Consulting Services Agreement between City of Dublin and
Fieldman, Rolapp & Associates for On-call Financial Advisory Services
Last revised 07/20/2021
Exhibit B– Page 1 of 1
EXHIBIT B
COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
General Services Compensation
For Services and Additional Services referenced in Section A of the Scope of Service, the Consultant will
be compensated at the then current hourly rates. The table below reflects the rates in effect as of the date
of execution of this Agreement. Hourly Compensation will be billed on a monthly basis.
SCHEDULE OF HOURLY FEES
Executive Officer $375 per hour
Principal $345 per hour
Senior Vice President $330 per hour
Vice President $275 per hour
Assistant Vice
President
$235 per hour
Senior Associate $200 per hour
Associate $180 per hour
Analyst $115 per hour
Administrative
Assistant
$90 per hour
Clerical $55 per hour
Note: These hourly rates are effective through December 31, 2021 and may be adjusted thereafter.
Expenses
Expenses will be billed for separately and will cover, among other things, travel, lodging, subsistence,
overnight courier, conference calls, and computer charges. Advances made on behalf of the City for costs
of preparing, printing or distributing disclosure materials or related matter whether by postal services or
electronic means, may also be billed through to the City upon prior authorization. Additionally, a surcharge
of 6% of the compensation amount is added to verifiable out-of-pocket costs for recovery of costs such as
telephone, postage, document reproduction and the like.
Transaction Services Compensation
For Services referenced in Section B of the Scope of Services, including Services performed after the
adoption by the City Council, the Consultant will be compensated a fee of $59,500.
For transactions that include new money and refunding, or multiple series of refunding’s, a fee of not to
exceed $15,000 per series being refunded will be added to the transaction fee above. Payment of
compensation earned by Consultant pursuant to this section shall be contingent on, and payable at the
closing of the debt issue(s) undertaken to finance the Project.
Attachment 2 - Exhibit A
258
Consulting Services Agreement between City of Dublin and
Fieldman, Rolapp & Associates for On-call Financial Advisory Services
Last revised 07/20/2021
Exhibit C– Page 1 of 1
EXHIBIT C
INDEMNIFICATION
Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers,
elected officials, employees, agents and volunteers from and against any and all liability, loss, damage,
claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation)
(collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the
services called for or its failure to comply with any of its obligations contained in this Agreement, except
such Liability caused by the sole negligence or willful misconduct of City.
Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by
California Civil Code Section 2782, as may be amended from time to time, such duties of Consultant to
indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
The Consultant’s obligation to defend and indemnify shall not be excused because of the Consultant’s
inability to evaluate Liability or because the Consultant evaluates Liability and determines that the
Consultant is not liable to the claimant. The Consultant must respond within 30 days to the tender of any
claim for defense and indemnity by the City. If the Consultant fails to accept or reject a tender of defense
and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due
the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the
City, may be retained by the City until disposition has been made of the claim or suit for damages, or until
the Consultant accepts or rejects the tender of defense, whichever occurs first.
Attachment 2 - Exhibit A
259
Consulting Services Agreement between City of Dublin and 07/20/21
Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services Page 1 of 14
CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND
GOODWIN CONSULTING GROUP, INC.
FOR
ON-CALL SPECIAL TAX AND DISCLOSURE CONSULTANT SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin (“City”) and
Goodwin Consulting Group (“Consultant”) (together sometimes referred to as the “Parties”) as of July 20
2021 (the “Effective Date”).
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and
place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the effective date and shall
end when the work described in Exhibit A is complete, unless the term of the Agreement is
otherwise terminated or extended, as provided for in Section 8. The time provided to
Consultant to complete the services required by this Agreement shall not affect the City’s
right to terminate the Agreement, as referenced in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Subsection 1.2 above and to satisfy Consultant’s obligations hereunder.
1.5 [Intentionally Deleted].
1.6 [Intentionally Deleted].
Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlines in Exhibit A
in accordance with the schedule attached hereto as Exhibit B. City shall pay Consultant for services
rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments
specified below shall be the only payments from City to Consultant for services rendered pursuant to this
Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as
Attachment 2 - Exhibit A
260
Consulting Services Agreement between City of Dublin and 07/20/21
Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services Page 2 of 14
specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by
more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant’s estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. No individual performing work under this Agreement shall
bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager
or his/her designee. Invoices shall contain the following information:
Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
The beginning and ending dates of the billing period;
A Task Summary containing the original contract amount, the amount of prior billings,
the total due this period, the balance available under the Agreement, and the
percentage of completion;
A copy of the applicable time entries or time sheets shall be submitted showing the
following:
o Daily logs of total hours worked by each individual performing work under
this Agreement
o Hours must be logged in increments of tenths of an hour or quarter hour
o If this Agreement covers multiple projects, all hours must also be logged
by project assignment
o A brief description of the work, and each reimbursable expense
The total number of hours of work performed under the Agreement by Consultant and
each employee, agent, and subcontractor of Consultant performing services
hereunder;
The Consultant’s signature;
Consultant shall give separate notice to the City when the total number of hours
worked by Consultant and any individual employee, agent, or subcontractor of
Consultant reaches or exceeds 800 hours within a 12-month period under this
Agreement and any other agreement between Consultant and City. Such notice shall
include an estimate of the time necessary to complete work described in Exhibit A and
the estimate of time necessary to complete work under any other agreement between
Consultant and City, if applicable.
Attachment 2 - Exhibit A
261
Consulting Services Agreement between City of Dublin and 07/20/21
Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services Page 3 of 14
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant.
2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this
Agreement within 60 days after completion of the services and submittal to City of a final
invoice, if all services required have been satisfactorily performed.
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto as Exhibit B.
2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B, Expenses
not listed in Exhibit B are not chargeable to City.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.8 Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and
Attachment 2 - Exhibit A
262
Consulting Services Agreement between City of Dublin and 07/20/21
Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services Page 4 of 14
the information in possession of the City. The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve
incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Consultant, at its
own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance
listed below against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents, representatives,
employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof
satisfactory to City of such insurance that meets the requirements of this section and under forms of
insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work.
Consultant shall maintain the insurance policies required by this section throughout the term of this
Agreement. The cost of such insurance shall be included in the Consultant's bid or proposal. Consultant
shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all
insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in
effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF
THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed
herein for the duration of this Agreement.
4.1 Workers’ Compensation.
4.1.1 General Requirements. Consultant shall, at its sole cost and expense, maintain
Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for
any and all persons employed directly or indirectly by Consultant. The Statutory
Workers’ Compensation Insurance and Employer’s Liability Insurance shall be
provided with limits of not less than $1,000,000 per accident. In the alternative,
Consultant may rely on a self-insurance program to meet these requirements, but
only if the program of self-insurance complies fully with the provisions of the
California Labor Code. Determination of whether a self-insurance program meets
the standards of the California Labor Code shall be solely in the discretion of the
Contract Administrator.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the Consultant, its employees,
agents, and subcontractors.
4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall
submit the following:
a. Certificate of Liability Insurance in the amounts specified in the section;
and
b. Waiver of Subrogation Endorsement as required by the section.
4.2 Commercial General and Automobile Liability Insurance.
Attachment 2 - Exhibit A
263
Consulting Services Agreement between City of Dublin and 07/20/21
Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services Page 5 of 14
4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain
commercial general liability insurance for the term of this Agreement in an amount
not less than $1,000,000 and automobile liability insurance for the term of this
Agreement in an amount not less than $1,000,000 per occurrence, combined
single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile Liability
form or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice the required
occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting
therefrom, and damage to property resulting from activities contemplated under
this Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
“occurrence” basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001, Code 1 (any auto). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional Requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as
additional insureds as respects: liability arising out of work or operations
performed by or on behalf of the Consultant; or automobiles owned,
leased, hired, or borrowed by the Consultant.
c. Consultant hereby agrees to waive subrogation which any insurer or
contractor may require from vendor by virtue of the payment of any loss.
Consultant agrees to obtain any endorsements that may be necessary to
effect this waiver of subrogation.
d. For any claims related to this Agreement or the work hereunder, 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.
Attachment 2 - Exhibit A
264
Consulting Services Agreement between City of Dublin and 07/20/21
Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services Page 6 of 14
4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall
submit the following:
a. Certificate of Liability Insurance in the amounts specified in the section;
b. Additional Insured Endorsement as required by the section;
c. Waiver of Subrogation Endorsement as required by the section; and
d. Primary Insurance Endorsement as required by the section.
4.3 Professional Liability Insurance.
4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
not less than $2,000,000 covering the licensed professionals’ errors and
omissions. Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 Claims-Made Limitations. The following provisions shall apply if the professional
liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least 5 years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant shall purchase an extended period coverage
for a minimum of 5 years after completion of work under this Agreement.
d. A copy of the claim reporting requirements must be submitted to the City
for review prior to the commencement of any work under this Agreement.
4.3.3 Additional Requirements. A certified endorsement to include contractual liability
shall be included in the policy.
4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall
submit the Certificate of Liability Insurance in the amounts specified in the section.
4.4 All Policies Requirements.
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4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with complete copies of all Certificates of Liability
Insurance delivered to Consultant by the insurer, including complete copies of all
endorsements attached to the policies. All copies of Certificates of Liability
Insurance and certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City does not
receive the required insurance documents prior to the Consultant beginning work,
it shall not waive the Consultant’s obligation to provide them. The City reserves
the right to require complete copies of all required insurance policies at any time.
4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and
obtain the written approval of City for the self-insured retentions and deductibles
before beginning any of the services or work called for by any term of this
Agreement. 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,
employees, and volunteers; or the Consultant shall provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting”
policy limit (i.e. limit that is eroded by the cost of defense).
4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall
be endorsed to state that coverage shall not be canceled by either party, except
after 30 days’ prior written notice has been provided to the City.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant’s breach:
Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
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Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. Refer to the attached
Exhibit C, which is incorporated herein and made a part of this Agreement.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of City. This Agreement shall
not be construed as an agreement for employment. City shall have the right to control
Consultant only insofar as the results of Consultant's services rendered pursuant to this
Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise
City shall not have the right to control the means by which Consultant accomplishes
services rendered pursuant to this Agreement. Consultant further acknowledges that
Consultant performs Services outside the usual course of the City’s business; and is
customarily engaged in an independently established trade, occupation, or business of the
same nature as the Consultant performs for the City and has the option to perform such
work for other entities. Notwithstanding any other City, state, or federal policy, rule,
regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents,
and subcontractors providing services under this Agreement shall not qualify for or
become entitled to, and hereby agree to waive any and all claims to, any compensation,
benefit, or any incident of employment by City, including but not limited to eligibility to
enroll in the California Public Employees Retirement System (PERS) as an employee of
City and entitlement to any contribution to be paid by City for employer contributions and/or
employee contributions for PERS benefits.
6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws and regulations applicable to the performance of the work hereunder, including but
not limited to, the California Building Code, the Americans with Disabilities Act, and any
copyright, patent or trademark law. Consultant’s failure to comply with any law(s) or
regulation(s) applicable to the performance of the work hereunder shall constitute a breach
of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
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shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions. Consultant represents and warrants to City that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions. In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the
basis of a person’s race, sex, gender, religion (including religious dress and grooming
practices), national origin, ancestry, physical or mental disability, medical condition
(including cancer and genetic characteristics), marital status, age, sexual orientation, color,
creed, pregnancy, genetic information, gender identity or expression, political affiliation or
belief, military/veteran status, or any other classification protected by applicable local,
state, or federal laws (each a “Protected Characteristic”), against any employee, applicant
for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or
applicant for any services or programs provided by Consultant under this Agreement.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement upon 30 days’ written notice to City and shall
include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the effective date of termination; City, however, may condition payment of
such compensation upon Consultant delivering to City any or all documents, photographs,
computer software, video and audio tapes, and other materials provided to Consultant or
prepared by or for Consultant or the City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no
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obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the
Parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant’s unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the subcontractors noted
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City’s remedies shall include, but are not limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
City would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. Consultant hereby agrees to deliver
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the City and are
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not necessarily suitable for any future or other use. City and Consultant agree that, until
final approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
Parties.
9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of 3 years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of any audit
of the City, for a period of 3 years after final payment under the Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the Parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Alameda or in the United States District Court for
the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the Parties.
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10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code Section 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous 12 months,
an employee, agent, appointee, or official of the City. If Consultant was an employee,
agent, appointee, or official of the City in the previous 12 months, Consultant warrants that
it did not participate in any manner in the forming of this Agreement. Consultant
understands that, if this Agreement is made in violation of California Government Code
Section 1090 et seq., the entire Agreement is void and Consultant will not be entitled to
any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, and Consultant will be required to reimburse the City for any
sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it
may be subject to criminal prosecution for a violation of California Government Code
Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the
State of California.
At City’s sole discretion, Consultant may be required to file with the City a Form 700 to
identify and document Consultant’s economic interests, as defined and regulated by the
California Fair Political Practices Commission. If Consultant is required to file a Form 700,
Consultant is hereby advised to contact the Dublin City Clerk for the Form 700 and
directions on how to prepare it.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by the City Manager
("Contract Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Susan Goodwin, Managing Principal
Goodwin Consulting Group, Inc.
333 University Avenue, Suite 160
Sacramento, CA 95825-6511
Any written notice to City shall be sent to:
Attachment 2 - Exhibit A
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City of Dublin
Att:Jay Baksa, Assistant Administrative Services Director
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A, B, and C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
Exhibit A Scope of Services
Exhibit B Compensation Schedule & Reimbursable Expenses
Exhibit C Indemnification
10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for
one million dollars ($1,000,000.00) or more, by Consultant’s signature below Consultant
certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of
Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of
the California Public Contract Code as a person engaging in investment activities in Iran as
described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b)
of Section 2202.5 of the California Public Contract Code, as applicable.
SIGNATURES ON FOLLOWING PAGE
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The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear
below certify that they are authorized to sign on behalf of the respective Party.
CITY OF DUBLIN GOODWIN CONSULTING GROUP, INC
Linda Smith, City Manager Susan Goodwin, Managing Principal
Attest:
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
3070368.1
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EXHIBIT A
SCOPE OF SERVICES
Goodwin Consulting Group, Inc. (GCG) will serve as special tax consultant to assist the City of Dublin in managing the
annual administration of CFDs, including preparing the special tax levy, complying with continuing disclosure
requirements, and preparing arbitrage rebate calculations. In addition, GCG, will provide special tax and disclosure
services.
Specifically, GCG will provide the following services:
A. ADMINISTRATION OF INFRASTRUCTURE CFDs
A-1. Background Research
GCG will gather information and construct a database that will be used to calculate the annual special tax levy. This
task will include the following:
Map & Parcel Research: Identify and obtain copies of all subdivision, final and parcel maps. Identify all relevant
information such as date of subdivision, property use, and acreage of each parcel in the CFD. Once the Assessor's
tax roll has been closed for the upcoming fiscal year, review the assessor parcel maps and determine the assessor
parcel numbers that will be valid for the fiscal year.
Building Permit Tracking: If required to implement the special tax formula, monitor on an annual basis which
parcels have had building permits issued and the type of land use for which such permits or certificates have been
issued.
Classification of Property: Pursuant to the RMA, categorize each parcel to the appropriate special tax
classification, including each category of Developed Property and Undeveloped Property.
Database Management: Prepare a database for the CFD which will contain all properties, parcel numbers, square
footage, assigned tax categories, and other relevant information which will allow for the assignment of the special
tax pursuant to the RMA.
A-2. Annual Special Tax Levy Calculation
GCG will calculate the special tax levy for each taxable parcel in the CFD by applying the RMA. GCG will identify
all CFD expenses including annual debt service, administrative expenses, and collection costs. Any applicable
surplus special taxes, interest earnings , and other credits will be applied to reduce the annual special tax levy.
A-3. Annual CFD Administration Report Preparation
GCG will annually prepare a special tax administration report for the CFD which contains the results of our parcel
research and findings of the financial analysis. An explanation of the methodology employed to calculate the special
taxes levied will be incorporated. The report will also include annual reporting items required by the newly adopted
Senate Bill 165 (Local Agency Special Tax and Bond Accountability Act). The appendix to this report will identify
the special tax levy for each assessor' s parcel for the fiscal year.
A-4. Annual Special Tax Enrollment
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GCG will compile a list of parcels in the CFD that will be subject to the special tax levy and format it in compliance
with the specific formatting instructions of the County Auditor- Controller's office. The formatted tax levies will be
submitted to the Auditor Controller's Office on or before August 10 (or other specified date) for inclusion on the
consolidated property tax bills.
A-5. Delinquent Special Tax Reporting
GCG will monitor the Auditor-Controller's tax collection summaries and report on delinquent parcels and
corresponding delinquent CFD taxes. After discussion with the City, GCG will prepare and mail demand letters to
property owners with delinquent special taxes. Additionally, GCG will work with the City to ensure the CFD's
compliance with any foreclosure covenants and provisions in the bond documents.
A-6. Answer Inquiries from Various Parties
GCG will respond to property owners, realtors, title companies, appraisers and other parties' questions regarding
the special tax and other CFD related issues. A GCG staff member will be listed as the contact for calls that are
received by the Treasurer/Tax Collector's Office, and calls will be responded to on the day received.
A-7. Mello-Roos Cash Flow Analysis
If needed for subsequent bond issues for the CFD, GCG will update the financial cash flow model for the CFD to
examine the relationship of special tax revenues and debt service requirements. This cash flow model will
incorporate information regarding bonded indebtedness and current and projected development.
A-8. Coordination of Foreclosure Activities
If requested, GCG will assist the City in complying with provisions in the bond indenture or fiscal agent agreement
regarding actions to be taken in the event of a foreclosure on a property due to tax delinquency. GCG will coordinate
with City staff and legal counsel to identify those parcels for which judicial foreclosure will be initiated.
A-9. Prepayment Calculations
GCG will provide developers, title agents and other interested parties with the prepayment amount required to pay
down the special tax lien on their property(ies).
A-10. Bond Redemption Administration
GCG will work with the homebuilders, title agents and bond trustee to ensure that prepayment checks are
processed properly and the correct bond amount is redeemed at each interest payment date. GCG will further
ensure that prepayment amounts are allocated to the appropriate CFD accounts.
A-11. Disclosure Regulations Compliance
GCG will provide information to the Nationally-Recognized Municipal Securities Information Repositories (pursuant
to S.E.C. regulations) and the California Debt and Investment Advisory Commission (pursuant to Senate Bill 1464)
and prepare special tax disclosure materials to home buyers as specified in Senate Bill 1464. This task shall include
the following subtasks:
a. Submit the annual Fiscal Report as specified in Government Code Section 53359.5 to the California Debt
and Investment Advisory Commission by October of each year.
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b. Submit the annual Debt Transparency Report required pursuant to SB 1029 to the California Debt and
Investment Advisory Commission by January 31 of each year.
c. Prepare the CFD parcel tax reporting information pursuant to AB 2109 and provide to the City in January
of each year to incorporate in its Financial Transactions Report for the State Controller’s Office
d. Pursuant to SB 165, the Local Agency Special Tax and Bond Accountability Act, prepare annual reporting
requirements regarding the disposition of the special taxes collected and bonds issued by a local public
agency during the past fiscal year.
A-12. Arbitrage Rebate Calculations
If requested, GCG will prepare annual or five-year arbitrage rebate calculations. A report, identifying the rebate
liability for the CFD, will be produced. GCG will determine the amount, if any, that must be rebated to the federal
government at each five year interval.
B. ADMINISTRATION OF SERVICES CFDs
B-1. Background Research and Data Collection
Each fiscal year, GCG will confirm the Assessor's parcel numbers for lots within the CFD and determine which
parcels are Developed Property and which remain Undeveloped Property. GCG will categorize Developed Property
as Single Family Detached Property, Single Family Attached Property, Multi-Family Property, or Non-Residential
Property and include them on the tax roll for the fiscal year.
B-2. Annual Special Tax Levy Calculation
GCG will calculate the special tax levy for each taxable parcel in the CFD by applying the RMA. In coordination
with the City, GCG will identify the maintenance costs and administrative expenses to be covered by the special
tax levy and will levy the special tax in the amount needed, up to the maximum special tax for each parcel.
B-3. Summary of Annual Special Tax Levy
GCG will annually prepare a summary of the special tax levy which contains the results of our parcel research and
identification of costs to be paid in the current fiscal year. The appendix to this summary will identify the special tax
levy for each Assessor' s parcel for the fiscal year.
B-4. Annual Special Tax Enrollment
GCG will compile a list of parcels in the CFD that will be subject to the special tax levy and format it in compliance
with the specific formatting instructions of the County Auditor-Controller's Office. The formatted tax levies will be
submitted on or before August 10 (or other specified date) for inclusion on the consolidated property tax bills.
B-5. Delinquency Management
GCG will monitor the County's tax collection summaries and report on delinquent parcels and corresponding
delinquent CFD taxes.
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B-6. Answer Inquiries from Various Parties
GCG will respond to property owners, realtors, title companies, appraisers and other parties' questions regarding
the special tax and other CFD related issues. A GCG staff member will be listed as the contact for calls that are
received by the County Tax Collector's Office, and most calls will be responded to on the day received.
C. CONTINUING DISCLOSURE
C-1. Annual Report Preparation
GCG will review the Official Statement and other bond documents to prepare a list of data needs pursuant to the
reporting requirements in the Continuing Disclosure Certificate (CDC). GCG will work closely with City staff to
compile the required data in a timely fashion in order to complete drafts of the annual report and provide them to
City staff prior to the submittal deadline each year. After City staff have reviewed and commented on the draft
disclosure report, GCG will incorporate edits and comments and prepare the report for dissemination.
C-2. Annual Report Dissemination
GCG will act as the City’s dissemination agent and will file the annual reports with the Municipal Securities
Rulemaking Board Electronic Municipal Market Access (“EMMA”) website. GCG will confirm with City staff that the
annual report has been submitted and will provide a submission receipt for each report filed on EMMA. If requested,
GCG will provide hard copies of each report to the City. If any report cannot be filed on or before the submittal
deadline for any reason, pursuant to the Continuing Disclosure Certificate, GCG will notify the City and prepare a
Notice of Failure to File and post this to the EMMA website.
C-3. Credit Rating Agencies Monitoring
If the City is ever notified that there is a change in the credit rating for the Bonds, GCG will report the rating change
on the EMMA website pursuant to the requirements in the CDC.
C-4. Notice of Significant Event Preparation
In the event of a Significant Event, as defined in the CDC, GCG will prepare the Notice of Significant Event and file
it on the EMMA website. Prior to filing the Notice, GCG will provide a draft copy of the Notice and revise it, as
necessary, based on City feedback.
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EXHIBIT B
COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
A.Administration of Infrastructure CFD
The budget for CFD administration services is $10,600 per year per district plus expenses. This budget includes all
aspects of CFD administration, including preparation of the tax levy, delinquency management, continuing disclosure,
and arbitrage rebate calculations. The budget represents a maximum amount not to be exceeded; additional consulting
services beyond those included in the scope of work may be provided within the maximum budget if total hourly billings
are less than the budget maximum. Alternatively, if the scope of work can be completed for less than the maximum
budget, only hours actually expended will be billed. This maximum fee will be subject to an inflation adjustment after
the first fiscal year. Each CFD/Improvement Area shall be treated independently for determining the annual budget
calculation,
GCG Hourly Service Rates
Managing Principal $330/Hour
Senior Principal $320/Hour
Principal $285/Hour
Vice President $250/Hour
Senior Associate $225/Hour
Associate $210/Hour
Analyst $200/Hour
Research Assistant $90/Hour
Note: These hourly rates are effective through December 31, 2021 and may be adjusted thereafter.
B.Administration of Services CFD
The budget for the administration of a services CFD services is $4,000 per year plus expenses. The budget represents
a maximum amount not to be exceeded; additional consulting services beyond those included in the scope of work
may be provided within the maximum budget if total hourly billings are less than the budget maximum. Alternatively, if
the scope of work can be completed for less than the maximum budget, only hours actually expended will be billed.
This maximum fee will be subject to an inflation adjustment after the first fiscal year. Upon any additional annexations
of property into the Services CFD, the City and GCG, upon mutual agreement will adjust the annual budget for
administration to account for addition work that will be required.
C.Bond Issuance
The fee for services and expenses associated with each bond issuance is $60,000, which amount shall be paid from
bond proceeds if and when such issuance takes place. If it is requested that GCG order the CalMuni overlapping debt
report, GCG will also be reimbursed for the cost of the report which generally does not exceed $700. This budget may
be adjusted for inflation after December 31, 2021. If the issuance is not completed, GCG will not bill for services
provided.
Attachment 2 - Exhibit A
278
Consulting Services Agreement between City of Dublin and 07/20/2021
Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services - Exhibit B
Page 2 of 2
D.Expenses
In addition to fees for service, GCG will be reimbursed for mileage, overnight delivery service, data purchased from
outside data sources, recording fees, and other out-of-pocket expenses
E.Continuing Disclosure
For Services referenced in Section C of Exhibit A of this Agreement, GCG will be compensated a maximum budget of
$4,000 for services provided. This maximum fee will be subject to an inflation adjustment after the first fiscal year.
The table below reflects the rates in effect as of the date of execution of this Agreement.
GCG Hourly Service Rates
Managing Principal $330/Hour
Senior Principal $320/Hour
Principal $285/Hour
Vice President $250/Hour
Senior Associate $225/Hour
Associate $210/Hour
Analyst $200/Hour
Research Assistant $90/Hour
Note: These hourly rates are effective through December 31, 2021 and may be adjusted thereafter.
In addition to fees for service, GCG will be reimbursed for mileage, overnight delivery service, data purchased from
outside data sources, recording fees, and other out-of-pocket expenses
Attachment 2 - Exhibit A
279
Consulting Services Agreement between City of Dublin and 07/20/2021
Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services - Exhibit C
Page 1 of 1
EXHIBIT C
INDEMNIFICATION
Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, elected
officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and
costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every
nature arising out of or in connection with Consultant’s performance of the services called for or its failure to comply
with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful
misconduct of City.
Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil
Code Section 2782, as may be amended from time to time, such duties of Consultant to indemnify shall not apply when
to do so would be prohibited by California Civil Code Section 2782.
The Consultant’s obligation to defend and indemnify shall not be excused because of the Consultant’s inability to
evaluate Liability or because the Consultant evaluates Liability and determines that the Consultant is not liable to the
claimant. The Consultant must respond within 30 days to the tender of any claim for defense and indemnity by the
City. If the Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any
other remedy authorized by law, so much of the money due the Consultant under and by virtue of this Agreement as
shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of
the claim or suit for damages, or until the Consultant accepts or rejects the tender of defense, whichever occurs first.
Attachment 2 - Exhibit A
280