HomeMy WebLinkAbout4.3 Amendment to the Agreement with Goodwin Consulting Group, Inc.CELEBRATING
STAFF REPORT
CITY COUNCIL
DUBLIN
CALIFORNIA
Agenda Item 4.3
DATE: September 20, 2022
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SU B.ECT : Amendment to the Agreement with Goodwin Consulting Group, Inc.
Prepared by: Laurie Sucgang, City Engineer
EXECUTIVE SUMMARY:
The City Council will consider approving an amendment to the agreement with Goodwin
Consulting Group, Inc. for on -call special tax and disclosure services related to formation,
annexation, and administration of community facilities districts.
STAFF RECOMMENDATION:
Adopt the Resolution Approving a First Amendment to the Agreement with Goodwin Consulting
Group, Inc.
FINANCIAL IMPACT:
The cost of these services will be incorporated into future budget requests and will be charged to
the appropriate project budget or developer deposit account.
DESCRIPTION:
On July 20, 2021, the City Council adopted Resolution No. 92-21 approving an agreement with
Goodwin Consulting Group, Inc for on -call financial consulting services. Services include
administration of infrastructure and services community facilities districts (CFDs) and continuing
disclosure and reporting for debt issuances.
Additional on -call financial consulting services are requested of Goodwin Consulting Group, Inc. to
assist Staff with the formation, annexation, and administration of new potential CFDs. These
potential CFDs are associated with the Dublin Boulevard Extension project (CIP No. ST0216) for
land acquisition to mitigate for indirect impacts due to the construction of the roadway, as well as
the East Ranch development for public services serving the development and for maintenance and
other City services. Formation of a CFD for East Ranch was included as part of the East Ranch
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tentative map (subject to future City Council action), condition of approval Number 127 of City
Council Resolution No. 140-21.
The amendment to the agreement with Goodwin Consulting Group, Inc (Attachment 2) reflects the
scope of work associated with new potential CFDs and includes an update to the consultant hourly
rates.
STRATEGIC PLAN INITIATIVE:
None.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
The City Council Agenda was posted.
ATTACHMENTS:
1) Resolution Approving a First Amendment to the Agreement with Goodwin Consulting Group,
Inc.
2) Exhibit A to the Resolution - First Amendment to Consulting Services Agreement Between the
City of Dublin and Goodwin Consulting Group, Inc. for On -Call Special Tax and Disclosure
Consultant Services
3) Consulting Services Agreement Between the City of Dublin and Goodwin Consulting Group, Inc.
for On -call Special Tax and Disclosure Consultant Services
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Attachment I
RESOLUTION NO. XX — 22
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING A FIRST AMENDMENT TO THE AGREEMENT WITH GOODWIN CONSULTING
GROUP, INC.
WHEREAS, on July 20, 2021, the City Council adopted Resolution No. 92-21 approving
an agreement for on -call financial consulting services with Goodwin Consulting Group, Inc.; and
WHEREAS, the City and Goodwin Consulting Group, Inc. desire to amend the agreement
to add services for the formation, annexation, and administration of new community facilities
districts.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the amendment to the agreement with Goodwin Consulting Group, Inc.,
attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
amendment to the agreement, 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 September 2022, by the
following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
Reso. No. XX-22, Item X.X, Adopted 09/20/2022 Page 1 of 1 40
DocuSign Envelope ID: E34C5DAA-4DEB-47E1-88A1-4D1309FA3BD4
Attachment 2
FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT
BETWEEN THE CITY OF DUBLIN AND GOODWIN CONSULTING GROUP, INC.
FOR ON -CALL SPECIAL TAX AND DISCLOSURE CONSULTANT SERVICES
WHEREAS, on July 20, 2021, the City of Dublin (hereinafter referred to as
"CITY") and Goodwin Consulting Group, Inc. (hereinafter referred to as "CONSULTANT")
entered into a Consulting Services Agreement for on -call special tax and disclosure consultant
services (hereinafter referred to as the "AGREEMENT"); and
WHEREAS, CITY and CONSULTANT desire to amend the AGREEMENT to
add services for Community Facilities District formation, annexation, and administration, and
to add a compensation schedule for the new scope of services.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the AGREEMENT is amended as follows:
1) Section 1 shall be rescinded in its entirety and replaced with the following:
SERVICES. Subject to the terms and conditions set forth in this Agreement, CONSULTANT
shall provide to CITY the services described in the Scopes of Work attached as Exhibit A and
Exhibit A-1 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 any Exhibits, the Agreement shall
prevail.
2) Section 1.1 shall be rescinded in its entirety and replaced with the following:
Term of Services. The term of this Agreement shall begin on the effective date and shall end
when the work described in Exhibit A or Exhibit A-1 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.
3) Section 2 shall be rescinded in its entirety and replaced with the following:
COMPENSATION. CITY hereby agrees to pay CONSULTANT for services outlines in Exhibit
A in accordance with the schedule attached hereto as Exhibit B. CITY hereby agrees to pay
CONSULTANT for services outlines in Exhibit A-1 in accordance with the schedule attached
hereto as Exhibit B-1. 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
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therefore has no responsibility for such contributions beyond compensation required under this
Agreement.
4) Section 2.5 shall be rescinded in its entirety and replaced with the following:
Hourly Fees. Fees for work performed by CONSULTANT on an hourly basis shall not exceed
the amounts shown on the compensation schedules attached hereto as Exhibit B and Exhibit
B-1.
5) Section 2.6 shall be rescinded in its entirety and replaced with the following:
Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B and Exhibit B-1,
expenses not listed are not chargeable to CITY.
6) Section 10.11 Integration shall be amended to add the new scope and compensation
schedule attached hereto as Exhibits A-1 and B-1.
7) Except to the extent inconsistent with this First Amendment, the Parties ratify and
confirm all of the terms and conditions of the AGREEMENT.
8) All requisite insurance policies to be maintained by the CONSULTANT pursuant to
the Agreement, as may have been amended from time to time, shall include
coverage for the amended term, as described above.
9) The individuals executing this Amendment and the instruments referenced in it on
behalf of CONSULTANT each represent and warrant that they have the legal power,
right and actual authority to bind CONSULTANT to the terms and conditions of this
Amendment.
SIGNATURES ON THE FOLLOWING PAGE
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DocuSign Envelope ID: E34C5DAA-4DEB-47E1-88A1-4D1309FA3BD4
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
executed as of the date of the City Manager's signature below.
CITY OF DUBLIN
By:
Linda Smith, City Manager
Dated:
ATTEST:
By:
Marsha Moore, City Clerk
APPROVED AS TO FORM:
By:
City Attorney
5189815.1
GOODWIN CONSULTING GROUP, INC.
DocuSigned by:
By:%._7BE169C88F404B7
Susan Goodwin, Managing Principal
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DocuSign Envelope ID: E34C5DAA-4DEB-47E1-88A1-4D1309FA3BD4
EXHIBIT A -1
CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT FOR
MITIGATION COSTS FOR THE DUBLIN BOULEVARD
EXTENSION & EAST DUBLIN
SCOPE OF WORK
Goodwin Consulting Group, Inc. (GCG) will provide special tax consulting services to the City
of Dublin (City) associated with formation of a Community Facilities District (CFD) that will
fund acquisition of mitigation land required in association with construction of the Dublin
Boulevard Extension. GCG will also provide services related to annual administration of the
CFD, including preparation of the annual special tax levy and delinquency management.
Specifically, GCG will provide the following tasks pursuant to this Scope of Work:
A. CFD FORMATION
Task A-1. Background Research and Data Collection
GCG will coordinate with City staff, affected developers, and the City's legal counsel to discuss
the structure and components of the CFD, including special tax categories, maximum special tax
rates, development triggers for levy of the special tax, boundaries of the CFD and future
annexation area (if applicable), and the CFD formation timeline and action items. GCG will
review mitigation costs and coordinate with the City regarding annual administration costs to
determine the maximum special tax rates for property in the CFD.
Task A-2. Rate and Method of Apportionment of Special Tax
Based on the special tax structure selected by the working group, GCG will prepare the Rate and
Method of Apportionment of Special Tax (RMA), which will serve as the official special tax
formula for the CFD. The RMA will provide detail and direction as to how the special tax
should be levied in future years to ensure adequate revenues are available for timely payment of
costs funded by the CFD. The RMA will be included as an exhibit to the Resolution of Intention
to Form the CFD, which will be adopted by the City Council as part of the first set of actions
taken towards forming the CFD.
Task A-3. Review of Legal Documents
GCG will coordinate with the City's legal counsel to review and contribute to CFD formation
documents, including the CFD Report required pursuant to Section 53321.5 of the Government
Code.
Task A-4. Meeting Attendance
GCG will attend up to three meetings during the CFD formation process, including City Council
meetings at which documents are reviewed, discussed, and approved.
Dublin Blvd Extension Mitigation CFD
A-1 Scope of Work
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B. CFD ADMINISTRATION
Task 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.
Task 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.
Task 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.
Task 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.
Task B-5. Delinquency Manaiement
GCG will monitor the County's tax collection summaries and report on delinquent parcels and
corresponding delinquent CFD taxes.
Task B-6. Annexation Services
With each annexation, GCG will: (i) prepare a consolidated CFD boundary map reflecting the
annexation area in the CFD, (ii) work with City staff to identify costs and land uses to calculate
the maximum special taxes for the area being annexed, (iii) prepare the rate supplement to be
attached to the unanimous approval form for new tax zones, and (iv) assist the City and legal
counsel with anything related to annexing property into the CFD.
Task B-7. 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.
Dublin Blvd Extension Mitigation CFD
A-2 Scope of Work
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EXHIBIT B -1
CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT FOR
MITIGATION COSTS FOR THE DUBLIN BOULEVARD EXTENSION
& EAST DUBLIN
BUDGET AND FEE SCHEDULE
A. CFD Formation
GCG proposes a maximum budget of $35,000 for services provided, and expenses incurred, in
association with formation of the services CFD. This budget represents a maximum amount not
to be exceeded. Additional consulting services beyond those included in the scope of work may
be provided within the maximum budget if total hourly billings are less than the budget
maximum. Alternatively, if the scope of work can be completed for less than the maximum
budget, only hours actually expended will be billed.
Services will be billed based on the following hourly service rates:
GCG Hourly Service Rates
Managing Principal
$345/Hour
Senior Principal
$335/Hour
Principal
$295/Hour
Vice President
$260/Hour
Senior Associate
$235/Hour
Associate
$220/Hour
Analyst
$210/Hour
Research Assistant
$95/Hour
* The rates reflected above are valid through December 31, 2022 and may be adjusted thereafter.
B. CFD Administration
The budget for CFD administration services, not including annexation services, is $9,000 per
year. The budget for annexation services is $8,000 per annexation. These budgets represent a
maximum amount not to be exceeded; additional consulting services beyond those included in
the scope of work may be provided within the maximum budget if total hourly billings are less
than the budget maximum. Alternatively, if the scope of work can be completed for less than the
maximum budget, only hours actually expended will be billed. This maximum fee will be
subject to an inflation adjustment after fiscal year 2022-23.
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EXHIBIT A -1
CITY OF DUBLIN
EAST DUBLIN COMMUNITY FACILITIES DISTRICT
FOR MAINTENANCE AND OTHER CITY SERVICES
SCOPE OF WORK
Goodwin Consulting Group, Inc. (GCG) will provide special tax consulting services to the City
of Dublin (City) associated with formation of a Community Facilities District (CFD) that will
fund maintenance and other City services. GCG will also provide services related to annual
administration of the CFD, including preparation of the annual special tax levy and delinquency
management. Specifically, GCG will provide the following tasks pursuant to this Scope of
Work:
A. CFD FORMATION
Task A-1. Background Research and Data Collection
GCG will coordinate with City staff, affected developers, and the City's legal counsel to discuss
the structure and components of the CFD, including special tax categories, maximum special tax
rates, development triggers for levy of the special tax, boundaries of the CFD and future
annexation area, and the CFD formation timeline and action items. GCG will review service
costs and coordinate with the City regarding annual administration costs to determine the
maximum special tax rates for property in the CFD.
Task A-2. Rate and Method of Apportionment of Special Tax
Based on the special tax structure selected by the working group, GCG will prepare the Rate and
Method of Apportionment of Special Tax (RMA), which will serve as the official special tax
formula for the CFD. The RMA will provide detail and direction as to how the special tax
should be levied in future years to ensure adequate revenues are available for timely payment of
costs funded by the CFD. The RMA will be included as an exhibit to the Resolution of Intention
to Form the CFD, which will be adopted by the City Council as part of the first set of actions
taken towards forming the CFD.
Task A-3. Review of Legal Documents
GCG will coordinate with the City's legal counsel to review and contribute to CFD formation
documents, including the CFD Report required pursuant to Section 53321.5 of the Government
Code.
Task A-4. Meeting Attendance
GCG will attend up to three meetings during the CFD formation process, including City Council
meetings at which documents are reviewed, discussed, and approved.
East Dublin Services CFD A-1 Scope of Work
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B. CFD ADMINISTRATION
Task 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.
Task 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.
Task 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.
Task 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.
Task B-5. Delinquency Management
GCG will monitor the County's tax collection summaries and report on delinquent parcels and
corresponding delinquent CFD taxes.
Task B-6. Annexation Services
With each annexation, GCG will: (i) prepare a consolidated CFD boundary map reflecting the
annexation area in the CFD, (ii) work with City staff to identify costs and land uses to calculate
the maximum special taxes for the area being annexed, (iii) prepare the rate supplement to be
attached to the unanimous approval form for new tax zones, and (iv) assist the City and legal
counsel with anything related to annexing property into the CFD.
Task B-7. 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.
East Dublin Services CFD A-2 Scope of Work
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EXHIBIT B -1
CITY OF DUBLIN
EAST DUBLIN COMMUNITY FACILITIES DISTRICT
FOR MAINTENANCE AND OTHER CITY SERVICES
BUDGET AND FEE SCHEDULE
A. CFD Formation
GCG proposes a maximum budget of $17,500 for services provided, and expenses incurred, in
association with formation of the services CFD. This budget represents a maximum amount not
to be exceeded. Additional consulting services beyond those included in the scope of work may
be provided within the maximum budget if total hourly billings are less than the budget
maximum. Alternatively, if the scope of work can be completed for less than the maximum
budget, only hours actually expended will be billed.
Services will be billed based on the following hourly service rates:
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. CFD Administration
The budget for CFD administration services, not including annexation services, is $4,500 per
year. The budget for annexation services is $4,000 per annexation. These budgets represent a
maximum amount not to be exceeded; additional consulting services beyond those included in
the scope of work may be provided within the maximum budget if total hourly billings are less
than the budget maximum. Alternatively, if the scope of work can be completed for less than the
maximum budget, only hours actually expended will be billed. This maximum fee will be
subject to an inflation adjustment after fiscal year 2022-23.
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EXHIBIT A -1
CITY OF DUBLIN
FORMATION AND ADMINISTRATION OF
THE EAST RANCH COMMUNITY FACILITIES DISTRICT
SCOPE OF WORK
Goodwin Consulting Group, Inc. (GCG) will serve as special tax consultant to assist the City of
Dublin in the formation of a Mello -Roos Community Facilities District (CFD) that will fund public
improvements and, if applicable, public services required to serve the East Ranch Project (Project).
In addition, GCG will manage the annual administration of the CFD, including preparing the special
tax levy, complying with continuing disclosure requirements, and preparing arbitrage rebate
calculations.
Specifically, GCG will provide the following services:
A. CFD FORMATION
A-1. Kick -Off Meeting and Collection of Data
GCG will meet with City staff, the financial advisor, bond counsel and underwriter, and the
developer to compile data, confirm assumptions, and discuss the structure and components of
the Mello -Roos financing program. This task will include (i) identifying public facilities
and, if applicable, public services to be funded by the CFD, anticipated absorption rates, and
timing and number of bond issues; (ii) confirming the allocation of special taxes to land uses
within the CFD and reviewing the advantages and disadvantages associated with various
allocation methods; (iii) evaluating the need for separate improvement areas or tax zones, as
well as property that may be designated as future annexation area; (iv) discussing acceptable
maximum tax rates based on City policy and competitive market conditions; and (v)
coordinating with the financial advisor and underwriter regarding the anticipated bond
structure, including the special tax and debt service escalator, bond interest rate, short-term
reinvestment rate, capitalized interest, reserve fund, and other features that may affect the
size of bond issues and the corresponding annual debt service.
A-2. Mello -Roos Cash Flow Analysis
GCG will use the information compiled in Task A-1 to prepare an analysis of the annual
cash flow of the CFD. The analysis will identify the maximum special tax that will be
needed to maintain required debt service coverage on bonded indebtedness issued on behalf
of the CFD. In addition, the cash flow will (i) estimate the special tax burden on
undeveloped property based on a given absorption scenario, (ii) determine the size of the
initial and subsequent bond sales taking into consideration minimum value -to -lien
requirements set forth in state law and City policy, and (iii) evaluate the increased bonding
capacity that is created from an escalating special tax and debt service or other unique bond
structure.
East Ranch Project A-1 CFD Formation
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GCG will either present the cash flow analysis at a second meeting or circulate the analysis
to the working group for review prior to the second meeting. Subsequent iterations of the
analysis will be prepared based on feedback from City staff, the developer, the financial
advisor, bond counsel and other members of the working group. Ultimately, through review
and discussion of each alternative, the team will select a special tax structure which GCG
will incorporate in the Rate and Method of Apportionment of Special Tax prepared in Task
A-3 below.
A-3. Rate and Method of Apportionment of Special Tax
Based on the special tax structure selected pursuant to Task A-2 above, GCG will prepare
the Rate and Method of Apportionment of Special Tax (RMA), which will serve as the
official special tax formula for the CFD. The RMA will provide detail and direction as to
how the special tax should be levied in future years to ensure adequate revenues are
available for timely repayment of debt service on bonded indebtedness issued by the CFD.
The RMA will be included as an exhibit to the Resolution of Intention to Form the CFD,
which will be adopted by the City Council as part of the first set of actions taken towards
forming the CFD.
In addition to providing guidance relative to the annual levy of special taxes in the CFD, the
RMA will provide some or all of the following items:
• Identification of the maximum special tax for each special tax category, including
each category of developed and undeveloped property
• Provision for a back-up special tax or alternate mechanism to be used to maintain
maximum special tax revenues in the event that land uses change in future years
• A detailed prepayment formula that will provide flexibility for a property owner to
prepay all or a portion of the special tax obligation after some or all bonds have been
issued for the CFD
• If additional property is expected to annex into the CFD, a description of the "catch-
up tax" that will apply to annexing parcels to equalize the cumulative special tax
burdens
A-4. Preparation of CFD Boundary Map
GCG will prepare the official boundary map for the CFD in a format acceptable to the
County Recorder's Office. The map will include the initial CFD boundaries, as well as
identifying the boundaries of any future annexation area. GCG will record the CFD
boundary map pursuant to Section 3111 of the Streets and Highway Code.
A-5. Contributions to Other CFD Documents
In coordination with the working group, GCG will review, prepare and contribute to other
documents required in the CFD formation proceedings that relate specifically to the special
tax formula. Specifically, GCG will:
East Ranch Project A-2 CFD Formation
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• Prepare the CFD Report required pursuant to Section 53321.5 of the Government
Code
• Review the Bond Purchase Agreement, Fiscal Agent Agreement and/or Bond
Indenture to assure that the flow of special tax revenues and interest earnings as set
forth in these documents are consistent with assumptions used in the Mello -Roos
cash flow analysis
• Review and record the Notice of Special Tax Lien
• Review the Official Statement and, at the request of the financial advisor or
underwriter, prepare tables demonstrating special tax coverage, diversification of
special tax burdens among major landowners and/or general CFD cash flows
• Execute the Certificate of Special Tax Consultant to confirm the adequacy of special
tax payments to meet CFD obligations
A-6. Meeting Attendance
GCG will attend meetings with City staff and other members of the working group to acquire
information, present cash flow alternatives, and review formation documents. In addition,
GCG will attend City Council meetings to present the special tax formula and answer
questions from the Council. A total of five (5) working group meetings and three (3) public
meetings is included in the budget presented in Exhibit B below.
B. CFD ADMINISTRATION
B-1. Background Research
GCG will gather information and construct a database that will be used to calculate the
annual special tax levy. This task will include the following:
Map & Parcel Research: Identify and obtain copies of all subdivision, final and parcel
maps. Identify all relevant information such as date of subdivision, property use, and
acreage of each parcel in the CFD. Once the Assessor's tax roll has been closed for the
upcoming fiscal year, review the assessor parcel maps and determine the assessor parcel
numbers that will be valid for the fiscal year.
Building Permit Tracking: If required to implement the special tax formula, monitor on an
annual basis which parcels have had building permits issued and the type of land use for
which such permits or certificates have been issued.
East Ranch Project A-3 CFD Formation
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Classification of Property: Pursuant to the RMA, categorize each parcel to the appropriate
special tax classification, including each category of Developed Property and Undeveloped
Property.
Database Management: Prepare a database for the CFD which will contain all properties,
parcel numbers, square footage, assigned tax categories, and other relevant information
which will allow for the assignment of the special tax pursuant to the RMA.
B-2. Annual Special Tax Levy Calculation
GCG will calculate the special tax levy for each taxable parcel in the CFD by applying the
RMA. GCG will identify all CFD expenses including annual debt service, administrative
expenses, and collection costs. Any applicable surplus special taxes, interest earnings, and
other credits will be applied to reduce the annual special tax levy.
B-3. Annual CFD Administration Report Preparation
GCG will annually prepare a special tax administration report for the CFD which contains
the results of our parcel research and findings of the financial analysis. An explanation of the
methodology employed to calculate the special taxes levied will be incorporated. The report
will also include annual reporting items required by the newly adopted Senate Bill 165
(Local Agency Special Tax and Bond Accountability Act). The appendix to this report will
identify the special tax levy for each assessor's parcel for the fiscal year.
B-4. Annual Special Tax Enrollment
GCG will compile a list of parcels in the CFD that will be subject to the special tax levy and
format it in compliance with the specific formatting instructions of the County Auditor -
Controller' s office. The formatted tax levies will be submitted to the Auditor -Controller's
Office on or before August 10 (or other specified date) for inclusion on the consolidated
property tax bills.
B-5. Delinquent Special Tax Reporting
GCG will monitor the Auditor -Controller's tax collection summaries and report on
delinquent parcels and corresponding delinquent CFD taxes. After discussion with the City,
GCG will prepare and mail demand letters to property owners with delinquent special taxes.
Additionally, GCG will work with the City to ensure the CFD's compliance with any
foreclosure covenants and provisions in the bond documents.
B-6. Answer Inquiries from Various Parties
GCG will respond to property owners, realtors, title companies, appraisers and other parties'
questions regarding the special tax and other CFD related issues. A GCG staff member will
be listed as the contact for calls that are received by the Treasurer/Tax Collector's Office,
and calls will be responded to on the day received.
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B-7. Mello -Roos Cash Flow Analysis
If needed for subsequent bond issues for the CFD, GCG will update the financial cash flow
model for the CFD to examine the relationship of special tax revenues and debt service
requirements. This cash flow model will incorporate information regarding bonded
indebtedness and current and projected development.
B-8. Coordination of Foreclosure Activities
If requested, GCG will assist the City in complying with provisions in the bond indenture or
fiscal agent agreement regarding actions to be taken in the event of a foreclosure on a
property due to tax delinquency. GCG will coordinate with City staff and legal counsel to
identify those parcels for which judicial foreclosure will be initiated.
B-9. Prepayment Calculations
GCG will provide developers, title agents and other interested parties with the prepayment
amount required to pay down the special tax lien on their property(ies).
B-10. Bond Redemption Administration
GCG will work with the homebuilders, title agents and bond trustee to ensure that
prepayment checks are processed properly and the correct bond amount is redeemed at each
interest payment date. GCG will further ensure that prepayment amounts are allocated to the
appropriate CFD accounts.
B-11. Disclosure Regulations Compliance
GCG will provide information to the Nationally -Recognized Municipal Securities
Information Repositories (pursuant to S.E.C. regulations) and the California Debt and
Investment Advisory Commission (pursuant to Senate Bill 1464) and prepare special tax
disclosure materials to home buyers as specified in Senate Bill 1464. This task shall include
the following subtasks:
• Prepare the annual Continuing Disclosure Report and respond to secondary
information requirements set forth in SEC Section 15c2-12, as amended.
• 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.
• 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.
• Prepare special tax disclosure materials on OCII's behalf for resale properties as
required by Government Code Section 53340.2.
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• 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.
B-12. Arbitrage Rebate Calculations
If requested, GCG will prepare annual or five-year arbitrage rebate calculations. A report,
identifying the rebate liability for the CFD, will be produced. GCG will determine the
amount, if any, that must be rebated to the federal government at each five-year interval.
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EXHIBIT B -1
CITY OF DUBLIN
FORMATION AND ADMINISTRATION OF
THE EAST RANCH COMMUNITY FACILITIES DISTRICT
BUDGET & FEE SCHEDULE
A. CFD Formation
The maximum budget for services associated with formation of the CFD is $35,000. Prior to the
sale of bonds, GCG will bill for services on a time and materials basis using the hourly rates
identified below.
B.
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
* The fee schedule above is valid through December 31, 2021 and may be adjusted thereafter.
Bond Issuance
The fee for services provided by GCG related to the issuance of bonds, whether the first or
subsequent series, will be determined based on the following schedule:
First Bond Issue Size
Up to $10,000,000
$10,000,000 - $25,000,000
$25,000,000 +
Total Fee *
$50,000
$50,000 + .0010 of amount over $10,000,000
$65,000 + .0008 of amount over $10,000,000
Upon the sale of bonds, the total fee will be paid from proceeds of the issue. If no bonds are sold, no
fee will be paid. These maximum fees will be subject to an inflation adjustment after December 31,
2022.
C. CFD Administration
The budget for CFD administration services in the first two fiscal years is $15,000 per year plus
expenses. This budget includes all aspects of CFD administration, including preparation of the tax
levy, delinquency management, continuing disclosure, and arbitrage rebate calculations associated
with the first bond issue. If a CFD includes multiple series of bonds, an additional $1,500 will be
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added for arbitrage rebate calculations for each subsequent series of bonds after the first bond issue.
These budgets represent maximum amounts 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. These
maximum fees will be subject to an inflation adjustment after fiscal year 2022-23.
D. Limitations
The following services are not included in the scope of work provided above and will be billed
on a time and materials basis or pursuant to a separate contract if needed:
• Attendance at more meetings than that set forth for each component of the Scope of
Work in Exhibit A
• Formation of multiple CFDs
• Issuance of subsequent series of bonds
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Attachment 3
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
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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.
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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
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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.
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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.
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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:
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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
DocuSi ned by:
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Linda Smith, City Manager
Attest:
DocuSigned by:
9B1370815D22F40A...
Marsha Moore, City Clerk
Approved as to Form:
DocuSigned by:
jerkytA, 6stor rar
-5ED7F38973DC484_.
City Attorney
3070368.1
GOODWIN CONSULTING GROUP, INC
�DocuSigned by:
S.VScun, Gebbwtti,
•••-- 7BE169C88F404B7...
Susan Goodwin, Managing Principal
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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.
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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
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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.
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