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HomeMy WebLinkAboutCC 20 ASSESS DIST 86-2 12-21-87TO: FROM: SUBJECT: RECOMMENDATION= It is recommended that the City Council authorize the City Manager to sign the attached agreements with Willdan and Associates; Bartle Wells and Associates; Mudge Rose, Guthrie, Alexander and' Ferden, and Rourke and Woodruff, to provide professional services to the City in regards to proposed Assessment District 86-2 DISCUSSION: The City and The Irvine Company are beginning preliminary discussions regarding the creation of Assessment District 86-2 in the East Tustin Development Area. This will generally encompass all the East Tustin property north of Irvine Boulevard. In light of the complexity of variable rate financing, and the successful completion of our previous Bond Sale providing infrastructure financing, it is felt that it is in the best interest of the City to utilize the experience and expertise of our previous financing team on this new issue. Willdan will be providing assessment engineering and re- apportionment services; Bartle Wells and Associates will provide financial evaluation, underwriter negotiation and document preparation and distribution services and Mudge Rose, Alexander, Guthrie and Ferdon/Rourke and Woodruff, will prepare all legal documents, filings, and render legal opinions on the financing package. The assemblage of the members of the financing team early in the process should provide for an orderly and timely schedule of events leading to a successful sale and closing. RAN:is Attachments December 2, 1987 Barth Wells Assodates Independent Public Finance Advisors 1636 Bush Street P31B San Francisco 94109 415 775-3113 FAX 415 775-4123 City of Tustin 300 Centennial Way Tustin CA 92680 Attention: Subject: Ronald A. Nault, Finance Director Financial Advisory Services Assessment District No. 86-2 RECEIvF. D o_ C 1 198)' FINANCE DEPT. We are pleased to submit this letter-proposal to provide professional financial consulting services in connection with the sale of bonds for Assessment District No. 86-2. The general scope of services to be provided, and the fees for such services, are set forth below. Bartle Wells Associates is an independent public finance advisor, owned and managed by its four senior consultants. We are engaged exclusively in providing financing consulting services for local govern-. ments. Our firm was established in 1964 expressly to provide unbiased, professional advice to public agencies on the organizing' and financing of improvement projects. We have completed over 800 project assign- ments and have supervised the sale of over $2 billion of municipal bonds with this successful format. To work with you we propose to assign Lora I. Stovall, one of our partners. She has .directed our recent assignments for' Tustin, as well as other work in Orange County. She will be assisted by other consultants on our staff. We assume that the bonds will be a variable-rate issue under the 1915 Act, parallel to the approach used for Assessment District No. 85-1. The services under our proposal also include reviewing with staff alternative approaches to the financing. SERVICES Bartle Wells Associates will perform the following services in connec- tion with the financial planning and sale of bonds for the City of Tustin to finance infrastructure improvements in Assessment District No. 86-2, working at all times in close cooperation with the city's staff and its other consultants and advisors. [1] Financing Analysis: Review the benefits and costs of available financing methods with city staff, and recommend the type of bond to be issued. Assemble, review, and analyze pertinent data that have a bearing on the financing program. This will include a review of available new information that serves as a basis for making the best presentation to bond underwriters. City of Tustin December 2, 1987 Page 2 [2]' Assist with Assessment Proceedings: With engineer and city staff, review and establish bond issue components, including project costs, bonding costs, and interest earnings. Assist in preparing resolution of intention. Assist the city and its other consultants in developing assessment spreads to reflect benefit and provide security for the bonds. Work with council, staff, and the city's other consultants and advisors as necessary throughout the assessment and bond issuance process. [3] Recommend Underwriter: Prepare a request for proposal from underwriters for the issue. Develop a distribution list for the request for proposal. Receive proposals and analyze responses. Recommend underwriter selection to city and property owner. If interviews of underwriters are considered necessary, coordi- nate the interview process. [4] Participate in Issue Structuring and Pricing: As the city's rep- resentative, review the indenture, official statement, reimbursement agreement, and all other proposed documents, attend meetings and bond pricing sessions to protect the city's interests through- out the process. Assist with the closing and delivery of the . bonds. Furnish the city a schedule of annual interest and prin- cipal payments on the bonds. [5] Conversion to Fixed-Rate Bonds - Act as city's representative in the conversion of variable-rate bonds to fixed rate. Review 'official statement and legal documents. Attend meetings and bond pricing sessions to ensure market rate pricing on the con- verted bonds. Prepare schedules of annual interest and prin- cipal payments. Assist in preparation of auditor's record. [6] Alternate Approaches: If the city decides to use an alternate approach to the financing for example, a fixed-rate bond and/or a competitive sale our services will also include preparation of the official statement, evaluation of possible credit enhancements, preparation of bidding terms, and receipt and analysis of bond bids. AVAILABILITY AND FEES [1] We are prepared to begin work upon your written acceptance of this proposal. [2] During the project development period, we will be available at all reasonable times and on reasonable notice for meetings and for consultation with the council, its staff, attorneys, engineers, bond underwriters, property owner, and others as necessary. [3] All work will be performed by Bartle Wells Associates. One of our principals will be placed in charge of the work, and will devote time and effort to the project as needed. City of Tustin December 2, 1987 Page 3 [4] Our fee for the services described in this proposal is as follows' a. For all services related to this sale of bonds, commencing ..120 days before the estimated date of sale and continuing for up to 60 days following the sale, the fee is $125,000 plus direct expenses. Progress .billings for professional services and direct expenses are payable as the work proceeds. b. For all services related to the conversion of bonds to fixed rate, the fee is $5,500 for each conversion up to $10,000,000, and $6,500 for each conversion over $10,000,000, plus direct expenses. c. Any additional services not included above, as authorized, will be payable as provided in our billing rate schedule then in effect. [5] Employment under this proposal is limited to a maximum of' 12 months from the date of this proposal. To the extent the project development period exceeds the time limit covered under this proposal, services provided thereafter will be billed according to the then-prevailing billing rate schedule. Any fees or fee limitations for work remaining will be adjusted. [6] We will not require a formal contract of employment and will con- sider a letter from an appropriate official as sufficient authority to proceed. We would very much like to work for the city on this assignment, and hope that this proposal will constitute a suitable basis for our serving you. If our proposal is acceptable to you, please countersign one copy of this letter and return it to us. Very truly yours, BARTLE WELLS ASSOCIATES · Lora I. Stovall Vice President LIS-mt P31-B Bartle Wells Associates is authorized to provide the services outlined above, at the fee stated, subject to termination as provided. By' Date- For- City of Tustin BARTLE WELLS ASSOCIATES BILLING RATE SCHEDULE 12A EFFECTIVE: ~UL¥ !, !987 PROFESSIONAL SERVICES Fees for professional services are based on hourly rates for professional level personnel as follows: Staff Consultant Consultant Senior Consultant Principal Consultant Limited Assignment (principal consultant) $ 60/hr. 80 ? hr. 95/hr. 110 / hr. 150 / hr. These rates include: [1] All consultant, administrative, and secretarial salaries [2] Microcomputer systems and standard software [3] Overhead and indirect costs as follows: property, payroll & income taxes routine postage accounting and legal services liability insurance casualty insurance state disability insurance memberships and subscriptions health and disability rent local telephone office machine costs social security professional development workerst compensation unemployment insurance sick leave and vacation DIRECT EXPENSES Word processing services, including all costs associated with owned or leased equipment, is charged as a direct expense at $25/hr. Other direct expenses, not included in the hourly rates for professional services, are separately billable as incurred at cost plus 10 percent, and include: air and surface transportation, subsistence, telephone toll charges, telecopier charges (facsimile transmission), typography and printing, photocopying and binding, statistical services, outside computer charges, photography and illustrations, graphic design services, legal services, courier and delivery charges, mailing service charges, bond rating services, and advertisements. PAYMENT Billings for professional services and direct expenses are submitted monthly. Payment is due within 20 days of the billing date. A late charge of I percent per month is applied to balances unpaid after 30 days. Mudge Rose Guthrie Alexander & Ferdon 333 South Grand Avenue Suite 2020'' Los Angeles, California 90071 Rourke & Woodruff A Professional Corporation 701 South Parker Street Suite 7000 Santa Ana, California 92668 December 14, 1987 City of Tustin 300 Centennial Way Tustin, California 92680 CITY OF TUSTIN Agreement for Co-Bond Counsel Services Gentlemen: The City of Tustin (the "City") , proposes to issue special assessment bonds to finance certain improvements in the East Tustin area, within or related to a proposed new assessment district ("AD 86-2"). This letter is written at your request to provide to you for your consideration an agreement for the services of the undersigned firms as co-bond counsel in connection with the issuance of such bonds by you. Upon execution of this letter agreement by authorized representatives of the City, this letter agreement will become the binding agreement among the City and the undersigned firms with respect to such services. The services provided for herein are separate from the services to be provided by Rourke & Woodruff, as City Attorney, under separate arrangements with the City. Our services as co-bond counsel to the City in connection with such financing would include participation in the preparation of the financing plan for the bonds; preparation of documentation relating to the creation of AD 86-2; preparation of documentation (including the bond indenture(s) or bond resolu- tions(s)), a~ shall be necessary for the authorization, sale and issuance of the bonds; preparation or participation in the preparation of the proceedings relating to the authorization, sale and issuance of the bonds; consultation with the under- writer(s), any letter of credit bank(s), the developer(s) of the property within AD 86-2 and any trustee for the bonds; super- vision of preparation of the bonds and their delivery and payment; preparation of closing documents; rendering of %he final approving opinions(s) as to the validity of the bonds and the tax exemption of interest thereon; and advice and consultation with officials of the City, and their professional consultants, as well as others concerned with the issuance of the bonds. In addition, we will, if requested by the City, (a) assist in the preparation of the offering documents with respect to the bonds and deliver opinions relating to the adequacy of disclosure contained therein, and (b) assist in the preparation or negotiation of contractual arrangements with the City of Orange related to the financing through AD 86-2 of improvements to be located within the City of Orange. For such services, co-bond counsel would be compensated as follows: (a) Fo~ basic bond counsel services in the financing, $60,000. (b) For services related to variable interest rate aspects of the financing, charges based on the actual time expended at the rates of (i) $190 per hour for each Mudge Rose~ attorney, (ii) $150 per hour for each Rourke & Woodruff attorney and (iii) $60 per hour for each administrative aide (paralegal) of either firm. We estimate that the total charges under this category will range form $10,000 to $40,000. (c) For services related to participation in the preparation or review of the offering documents related to the financing and rendering opinions as to the adequacy of disclosure, charges based on the actual time expended at the rates specified in paragraph (b) above. We estimate that the total charges under this category will range from $5,000 to $15,000. (d) For services related to preparation of any financing-related arrangements involving the City of Orange, charges based on the actual time expended at the rates specified in paragraph (b) above. We estimate that the total charges under this category will range from $0 to $20,000. (e) For services in connection with each future conversion to a fixed rate, charges based on the actual time expended at the rates specified in paragraph (b) above, but not less than $10,000 per conversion. Separately, co-bond counsel would be reimbursed for their out-of-pocket costs and disbursements in connection with rendering the above' services. The foregoing compensation excludes additional work required due to litigation, adverse legislation or the need to apply for rulings from the Internal Revenue Service (any of which would be compensated under arrangements to be separately agreed upon) . On such periodic basis as is requested by the Finance Director, co-bond counsel will discuss with the Finance Director the level of charges which have been incurred, and are then estimated to be incurred, under paragraphs (b) , (c) and (d) above. Payment for our services as co-bond counsel under para- graphs (a), (b), (c) and (d) above and related costs and dis- bursements shall be made at or as soon as practicable after the time of the issuance of the bonds, and shall be made from the proceeds of the bonds. If the bonds are for any reason not issued or sold, the City shall, as soon as practicable after request by the undersigned, made payment to the undersigned for our services rendered from whatever sources of funds as may be legally available therefor. Payment for our services as co-bond counsel under paragraph (e) above and related costs and disbursements shall be made at or as soon as practicable after the subject conversion. The persons primarily responsible for this matter are Edward W. Long of Mudge Rose Guthrie Alexander & Ferdon and James G. Rourke of Rourke &' Woodruff. If you have any questions in connection herewith, please do not hesitate to call Mr. Long or Mr. Rourke at your convenience. Very truly yours, MUDGE ROSE GUTHRIE ALEXANDER & FERDON · By: ROURKE & WOODRUFF By: The foregoing Agreement for Co-Bond Counsel Services has been approved and agreed by CITY OF TUSTIN By: Dated-. ATTEST: PROPOSAL FOR ASSESSMENT ENGINEERING SERVICES EAST TUSTIN · ASSESSMENT DISTRICT NO. 86-2 (FILE NO. 263) CITY OF TUSTIN WILLDAN ASSOCIATES D ENGINEERS & PLANNERS December 10, 1987 Mr, Bob Ledendecker Director of Public Works/City Engineer City of Tustin 300 Centennial Way Tustin, California 92680 Subject: Proposal for Assessment Engineering Services - East Tustin Assessment District No. 86-2, (File No. 263) Dear Mr.', Bob' We are pleased to submit our proposal to provide assessment engineering services for the formation of East Tustin Assessment District No. 86-2. Enclosed for your consideration is a description of our proposed assess- ment engineering team, our proposed scope' of services and our proposed compensation schedule. We are sincerely interested in providing the proposed assessment 'engi- neering services, Respectfully submitted, WILLDAN ASSOCIATES Gary'S. Dysart Sr. Vice President GPD' kc 290 S. ANAHEIM BLVD. o SUITE 100 o ANAHEIM, CA 92805-3896 ° (213) 924-1631 ° (714) 774-5740 TABLE OF CONTENTS INTRODUCTION Description of Proposed Improvements Personnel Project Organization Diagram Resumes METHODOLOGY SCOPE OF WORK COST SUMMARY INTRODUCTION Willdan Associates is pleased to submit its qualifications to serve as As- sessment Engineers in the formation of East Tustin Assessment District No. 86-2. We are prepared to provide the a highly qualified team of pro- fessionals to assist the City in establishing this district. The team to be assembled' will include engineering, computer science, and accounting ex- pertise to provide complete service. In addition to its two Assessment Engineers, Willdan's Anaheim office has a full-time staff of four in its Special Districts Section. This group is supported in the computer area by a Prime 750 computer with its staff of four who provide programming and operating support. The Special Dis- tricts Coordinator is a Certified Public Accountant who provides financial expertise and administrative supe, rvision. Additionally, our Anaheim of- lice engineering staff of over 80 personnel is available for support in · their areas of expertise. Description of the Proposed Improvements The proposed works of improvement will include street and highway im- provements, street lights, traffic signals, landscaping, utilities, and drainage, which are the backbone infrastructure that will provide traffic access and control, drainage, and utility services to the property. These · improvements are necessary for the orderly development of the property to full potential consistent with the City's General Plan,. and the specific plan for the property. The general methodology to be used by us in the formation of the District is to work closely with the City staff and the property owner to devise an assessment formula that is appropriate for the properties in consid- eration of the intended 'land uses and the type of improvements. This is explained more fully under the section entitled Methodology. Personnel '. We propose that Mr. Gary P. Dysart, P.E., serve as Assessment Engineer for the project. Mr. Dysart will have overall responsibility for managing all tasks related to formation of the District, determination of benefits to the property and the method of allocation (spread) to the properties. Mr. Dysart has 20 years of civil engineering experience and has been re- · sponsible, as Assessment Engineer, for numerous assessment districts of varying size and complexity using 1913 Act proceedings and issuing 1915 Act bonds with a total bond issue amount, in. excess of $400 million. He has lectured on matters pertaining to assessment districts at several lo- cations including the University of California Extension. - Several recent engagements that Mr. Dysart is responsible for are: Issuer and. District - Bond .Amount City of Tustin A.D. No. 85-1 City of Orange A.D.. No. 86-1 City of Irvine, A.D. No. 83-3 City of Irvine, A.D. No. 84-5 Cityr.Of I rvine, A.D. No, 84-6 City of Irvine A.D. No. 85-7 City of lrvine A.D. No. 83-3 (refunding) City of Irvine A.D. No. 80-2 (refunding) $ 50,650,000 20,229,000 7,270,000 79,100,000 69,500,000 156,600,000 7,430,000 1,920,000 We also propose that Mr. William C. Stookey, P.E., participate on the en- gagement in devising the method of assessment as well as other matters. Mr. Stookey has 35 years of municipal engineering experience and has been responsible, as Assessment Engineer, for over 100 assessment dis- tricts of varying size and complexity using various assessment proceed- ings and bond acts. He is a recognized expert on special assessment fi- nancing programs and has served as instructor or lecturer for matters pertaining to assessment districts at several locations including the Uni- versity of California/San Diego Extension Course, California Association for Local Economic Development, California School Board Association, and Central California Association of Small Governments. Mr. Robert N. Brown, CPA, will assist Mr. Dysart and Mr. Stookey on this project. Mr. Brown is the Special Districts Coordinator of Willdan's Special Districts Division and provides a financial/accounting background to the project team. He has served as coordinator for over 20 assessment districts and will be. responsible for the coordination and production ac- tivities related to formation of the. assessment district. Mr. Brown will oversee a team that consists of ~he three full-time analysts of the Special Districts ~ Division and the full-time staff of four program- mers in the Computer Division. This group will use our Prime 750 mainframe computer and existing programming to perform the database management and calculation of assessment spreads for 'the District. A Project Organization Diagram and the resumes of Mr. Dysart, Mr. Stookey, and Mr. Brown follow. GARY P. DYSART PRESENT POSITION: EDUCATION: ... EXPERIENCE: MEMBERSHIP IN ORGANIZATIONS: REGISTRATION' Sr. Vice President Willdan Associates Oregon-State University B.S.; Civil Engineering California State University -, Fuilerton Masters Degree in Public Administration As a Sr. Vice President of Willdan Associates, Mr. Dysart is primarily responsible for project administration and technical excellence of public works engineering projects. He is the Consult- ing Ci.t-y Engineer for one city and a Special Consultant to several cities and redevelopment agencies. Mr. Dysart has over 20 years of civil engineer- ing experience. This experience includes the design of streets and highways, storm drains, railroad grade separations, sewage collection systems, and other public works, facilities; the engineering planning for community redevelop- ment; and the preparation of special engineer- ing reports and feasibility studies. Mr. Dysart also has considerable experience in assessment districts under both the Improve- ment Act of 1911 and the Municipal Improvement Act of 1913 with the issuance of 1911 and 1915 l~onds. The districts have ranged in 'size from a small alley improvement project to a $90 million public improvement project for a major commercial/office development. He has experi- ~' ence in lighting districts under the Landscape and'Lighting Act of 1972. Mr. Dysart joined Wilidan Associates in 1972 af- ter serving for eight years with the City of Fullerton as Assistant City Engineer. Prior to that, he.. served two years as a Commissioned Officer in the U.S. Army Corps of Engineers. American Society of Civil Engineers American Public Works Association California, CE 16528 WILLIAM C. STOOKEY PRESENT POSITION: EDUCATION: EXPERIENCE: Chairman and Executive Vice President Wiildan Associates Massachusetts Institute of Technology M.S.; Civil Engineering California Institute of Technology B.S.; Civil Engineering Mr. Stookey is a principal officer and one of the founders of the firm. He has over 30 years experience working for public agencies includ- ing an extensive background as a City Engi- neer. Mr. Stookey was City Engineer for the City of Fuilerton from 1956 to 1964, which was the pe-- riod of the most rapid expansion of that City. Since .forming Wilidan Associates in 1964, Mr. Stookey has served as the Consultant City En- gineer for the Cities of Cerritos, Signal Hill, Paramount, San Clemente, Rolling Hills Estates, Bell Gardens, and Monterey Park. He has been responsible for the development of city water, sewer, and storm drain facilities as well as su- pervision of land development activities. Mr. Stookey's background includes extensive : .experience in all types of city engineering ac- ~ivities including numerous assessment districts under either the 1911, 1913, 1915, or 1943 Act. He has been directly involved in the formation '~ of redevelopment agencies, together with the .. establishment of the project areas; securing federal grants for cities; administration of state gas tax; and preparation of engineering devel- opment control ordinances. He was honored as the 1986 Orange County En- gineer-of-the-Year by both the Orange County Chapter of the American Society of' Engineers and the Orange County Engineering Council. Mr. Stookey presently holds the rank of Com- mander, U. S. Naval Civil Engineering Corps Reserve. MEMBERSHIP. IN ORGANIZATIONS:' REGISTRATION- American Society of Civil Engineers American Water Works Association American Public Works Association Orange County Engineers (past-President) Commander, Civil Engineer Corps, USNR California, CE 8719 California, TE 0942 ~ Arizona, CE 9299 Nevada, CE 2967 California, General Engineering Contractor ROBERT N. BROWN, CPA PRESENT POSITION: EDUCATION: EXPERIENCE: MEMBERSHIP IN ORGANIZATIONS: Special Districts Coordinator Wiildan Associates California State University- Los Angeles B.S.; Business Administration ! As a Special Districts Coordinator, Mr. Brown is responsible for project administration and implementation of special assessment districts. This includes assessment districts under the Improvement Act of 1911, the Municipal Im- · provement Act of 1913,. with the issuance of bonds under the 1911 Act and the 1915 Act; community facilities districts under the Melio-Roos Community Facilities Act of 1982; landscape and lighting districts under the Landscape and Lighting Act of 1972; and other special districts such as fee districts. Mr. Brown has 11 years experience as a Certi- fied Public Accountant specializing in income tax matters and 5 years of mechanical engineering design. Mr. Brown joined Wiildan Associates after serv- ing on the staffs of Arthur Anderson and Com- pany and Price Waterhouse. He also developed and sold a certified public accounting practice. Kiwanis International Administrative Management Society Business Development Association of Orange ~ County METHODOLOGY An important element in the success of establishing an assessment district is the method of assessing the benefited properties. The Stree.ts and Highways Code requires ,that the assessment to the prop- erties be based on the benefit received from the improvements, The Streets and Highways Code does not, however, specify a method or for- mula to be used to apportion the cost of the improvements to the benefit- ed properties, It is necessary to identify the benefit that the improve- ments will provide to the properties and conclude that the properties re- ceive a special and direct benefit as distinguished from benefit to the general public, This responsibility rests with the Assessment Engineer who is appointed by the City Council to identify and analyze the facts and determine the correct appprtionment (spread) of the District obligation,- The Assessment Engineer makes his recommendation at the public hearing for the Assessment District, however, final authority and action rest with the City Council after hearing all testimony and evidence presented at the public hearing. The proposed improvements for this assessment district consist of the ba- sic infrastructure to provide traffic access and control, drainage, and utility services to the properties. The improvements are necessary to the orderly development of the properties within the District to full potential consistent with the City's General Plan, and the specific plan. There- fore, at this time we can generally conclude that the improvements generally are of direct and special benefit to the properties. The method of assessmeat, then, must be determined. We will recommend a method o{ assessment al{er studying the property and the improvements and obtain an understanding of who the ultimate property owners may be. In making this determinption we will work closely with the City staff, bond counsel, the financial consultant, and the property owner to obtain accurate, up-to-date information. We will then present our proposed method of assessment and solicit agreement from ali parties before making a final determination. · Our methodology will also ensure that consideration is given to various factors that influence the assessment spread, the properties to be as- sessed and the amount to assessment. Included in our methodology are . the following important considerations: Make a preliminary' determination of non-assessable prop- erties as this would affect the concept of the assessment district formation. This would include federal- and State-owned properties, cemeteries, etc., if any. Preliminarily identify assessable publicly-owned properties within the assessment 'district boundary. If requested, consult with the appropriate public official leadirig to a de- termination as to whether such prope~ies should be as- sessed or excluded. This includes primary political subdi- visions of the State of California such as city property, school property, special district property, county property, etc. ; Review the proposed improvements and determine if any ar- ea outside the district will benefit from the proposed im- provements. If such is the case, make provisions for out- side contributions. Verify that the spread formula will be appropriate for fu- ture apportionments as a result of land divisions. Our approach to assessment engineering services is to function as an in- tegral part of the assessment district team and maintain coordination and communication with all team members to achieve successful district forma- tion and bond sale in accordance with the agreed upon schedule. We are prepared and able to commit a strong project manager highly experienced in assessment districts and the staff resources and computer capabilities to achieve this goal. SCOPE OF WORK The tasks requested of us in the proposal request necessary in the for- mation and administration of the District are: II Assessment District Engineering Services .. Coordination Services ' III Reapportionment of Assessments Upon Division .of Land IV Annual Debt Services Schedules We have reviewed the Scope of Work contained in the Request for Pro- posal dated November 25, 1987. .The Scope of Work is comprehensive and we find no exceptions; therefore, it is the scope of work we will follow in 'completing the tasks requested· A copy of the Request for Proposal is enclosed and the Scope of Work incorporated by this reference. Optional Services In addition to the services requested by the City and as presented above, we are able to offer the following services to the City on an as needed basis following the bond sale. These services could be provided if and when approved by separate authorizatio~ of the City. Assist in the approval of change orders and determine if eligible under the assessment proceedings. Monitor expenditures of the District by periodic budget to actual comparisons· Redistribute excess contingency funds, if any, to each par- cel upon c?mpletion of the project. City Responsibilities It will be necessary that certain materials be provided by the City, or at the option of the City, the materials may be provided directly by others to. enable for the Engineer to pe~orm the above assessment engineering services. These materials shall consist of: · records of survey, parcel maps, tract maps, assessor"s' maps and rolls, and/or other information from which to prepare the assess- ment diagram and boundary map; . a listing of all improvement cOsts an incidental cost items to be in- cluded in the assessment district; e . · legal descriptions of any rights-of-way that are to be acquired. assessment district proceedings; and a reproducible copy of all tract maps or parcel maps on the area to be assessed, subsequently recorded; such maps to be of a scale such that they may be directly transferred to the original assess- men.t diagram. COST SUMMARY Our proposed compensation for the services to be performed in accordance with the Scope of Work as requested by the City in its Request for Pro- posal dated November 25, 1987 (File No. 263) is as follows: I Assessment District Engineering Services A lump sum fee of $38,000 which shall include the costs of printing, post- ing, and mailing notices. II Coordination Services A fee based on actual hours worked at our standard billing rates in effect at the time services are performe.d plus our cost of computer usage and outside services (printing, deliveries, etc.) at cost plus ten percent, not-to-exceed $20,000 without authorization. III Reapportionment of Assessments Upon Division of Land A 'fee of $2,500 plus $15 per lot calculated on the basis of the number of new lots plus filing and/or recording fees. If the apportionments for more than one tract (recorded tract) are processed concurrently then the $2,500 base fee would be applied only once. IV Annual Debt Service Schedules An annual fee of $2,500 plus filing and/or recording fees at cost plus 10 percent beginning with the 1988/1989 fiscal year. This fee will increase annually beginning with work for the 1989/1990 fiscal year. Such in- crease will be based on, the increase in the Consumer Price Index for Southern California for th~ preceding calendar year. Monthly invoices will bev submitted based on the services performed during the preceding month, and City shall pay Engineer within 30 days of re- ceipt of the monthly invoice. The monthly invoices shall include an itemization of the time spent and the fees, costs and charges accrued to date and a description of services performed during the billing period. Our current fee schedule follows. SCHEDULE OF HOURLY RATES August 1987 Classification Sr. Consultant Principal Engineer Division Manager Supervising Engineer Project Di rector Sr. Engineer Sr. Project Manager Project Manager Associate Engineer Engineering Associate Sr. Design Engineer Design Engineer Sr. Designer (CADD) Sr. Designer Designer (CADD) Designer Sr. Drafter (CAD) Sr. Drafter Drafter (CAD) D rafter Technical Aide Supervisor-Public Worksi Observation Sr. Public Works Observer~ Public Works Observer Sr. Real Property Agent~ Real Property Agent Assistant Real Property Agent Special Districts CoOrdinator Special Districts Analyst Ii Special Districts Analyst I Supervisor - Mapping Services Sr. Survey Analyst Sr. Calculator Calculator II Survey Analyst Calculator I Fee Rate per Hour $110.00 100.00 88.00 82.OO 82.00 75.00 73.00 66.00 64.00 64.00 52.00 48.00 60°00 60°00 42.00 50.00 50.00 66.00 55.00 75.00 66.00 55.00 75.00 55.00 45.00 80.00 60.00 60.00 50~00 50.00 Classification Fee Rate per Hour Supervisor-Survey Survey Party Chief Two-man Field Parity Three-man Field Party Computer Time ., Computer Data Entry Secretarial 72. O0 67.00 132.00 170.00 63. O0 32.00 30. O0 Additional billing classifications may be added to the above listing during the year as new positions are created. Consultation in connection with litigation and court appearances will be quoted separately. The above schedule is for straight time. Overtime will be charged at · 1.25 times the standard hourly rates. Sundays and holidays will be charged at 1.70 times the standard hourly rates. The foregoing wage rates are effective through July 31, 1988 and may be adjusted after that date to compensate for labor adjustments and other increases in labor costs. i PROFESSIONAL SERVICES AGREElqEI~I' THIS AGREEMENT, made and entered into this day of , 1987 by and between CITY OF TUSTIN, a municipal corporation {hereinafter referred to as "City"); and WILLDAN ASSOCIATES, 290 So. Anaheim Boulevard, Suite 100, Anaheim, California 92805-3896 {hereinafter called "Consultant"). W'ITNESSEI~ -. WHEREAS, City desires to employ Consultant to furnish the necessary consultant services for the formation of East Tustin Assessment District No. 86-2 which shall hereinafter be referred to as "A.D. No. 86-2". WHEREAS., Consultant is qualified to provide the 'necessary services in connection with said A.D. No. 86-2 and has agreed t-o provide the necessary consulting services; and WHEREAS, Consultant has submitted to City a Proposal dated December 10, 1987, a copy of which is attached hereto marked Exhibit "A", and is by this reference incorporated herein as though set forth in full herein ("the Proposal"}. NOW, THEREFORE, City agrees to employ and does hereby employ Consultant to provide for consulting services for A.D. No. 86-2, and City and Consultant for the consideration hereinafter set forth agree as follows' Section _1: Scope o_~_f Consultant'.s.. Serlv. ic.es..' Consultant agrees to prepare and furnish to the City consulting services for A.D. No. 86-2. These services shall include all of the services to be performed in the manner described in the proposal, a copy of which is attached hereto and marked as' Exhibit "A". Section 2: Time for Completion. It is hereby understood and mutually agreed that the time for completion of the work to be performed by Consultant is an essential condition of this Agreement. Consultant agrees that it shall prosecute regularly and diligently the work of this Agreement accordingly to reasonable schedules established by City for the various items as described. -1- Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Any delays shall not entitle Consultant to any additional compensation under any circumstances, regardless of the party responsible for the del ay. Section 3: Compensation. The compensation to be paid under this Agreement shall as set forth in the cost summary of Exhibit "A". Monthly payments for work completed will be paid as the work progresses. Section 4: Miscellaneous Provisions. A. City and Consultant further agree to the following conditions' {1) City, by notifying Consultant in writing, shall have the right . to terminate any or all of the services and work covered by this Agreement at any l;~i me. (2) Consultant agrees that it shall proceed immediately and d~ligently to perform the services provided for in this Agreement upon receipt of notice from City to proceed therewith. (3) The terms and provisions of this Agreement shall extend to and b.e binding upon and inure to the benefit of heirs, executors, administrators, successors and assigns of the respective parties thereto. {4) Consultant shall perform the services hereunder as an i~,ndependent contractor and under no circumstances or conditions shall Consultant and any of its agents, servants and employees, be considered as an employee or agent of the City. (5) Consultant shall perform all services required under this Agreement in a careful, diligent, professional manner, and shall be responsible fbr all errors and omissions for' services performed by Consultant under the terms o'f:this Agreement. Consultant, as a material part of the consideration of this -2- Agreement, hereby waives, on its behalf and on behalf of all others claiming through Consultant, all claims and demands against City, its agents, employees, successors and assigns, for all loss, damage, injury, sickness or death of any person resulting from the negligent performance of this Agreement, and agrees to indemnify, defend and hold City, its agents, employees, successors and assigns, harmless from any loss, damage, injury, sickness, death, or other claim made by other persons and from all costs, expenses and charges arising therefrom. Consul- tant shall maintain in full force and effect during the term of this Agreement, its existing policies of insurance for which certifical~es of insurance have here- tofore been deliver6d to City. (6) Consultant shall carry and pay for such compensation insurance as is necessary to fully protect Consultant and its employees under California Worker's Compensation Insurance and safety laws, to relieve City from ali responsibility under said laws in connection with the performance of this Agree- ment, and upon the execution of this Agreement, to file with City a certificate certifying to said protection. {7) Consultant certifies that there shall be no discrimination against any employee who is employed in the work covered by this Agreement, or against any application for such employment, because of race, religion, color, sex, or national origin, including but not limited to, the following' {i} Employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (8) Consultant shall provide City monthly with a detailed itemiza- tion of all work performed, and the fees accrued thereon, in complete and suffi- cient detail, to fully apprise City thereof. -3- IN WITNESS WHEREOF, this Agreement was executed by the parties on the day and year first above written. . CITY OF TUSTIN, a municipal corporation ATTEST: By. .Mayor City Clerk APPROVED AS TO FORM: 'City Att'o'rneY i, WILLDAN ASSOCIATES By: Title- -4- PROPOSAL FOR ASSESSMENT ENGINEERING SERVICES EAST TUSTIN ASSESSMENT DISTRICT NO. 86-2 (FILE NO. 263) CITY OF TUSTIN L,DAN ASSOCIATES r-:I-ENG , IEERS & PLANNERS December ..10, 1987 Mr. Bob Ledendecker Director of Public Works/City Engineer City of Tustin 300 Centennial Way Tustin, California g2680 Subject: Proposal for Assessment Engineering Services - East Tustin Assessment District No. 86-2, (File No. 263) Dear Mr'; Bob: We are pleased to submit our. proposal to provide assessment engineering services for the formation of East Tustin Assessment District No. 86-2. Enclosed for your consideration is a description of our proposed assess- ment engineering team, our proposed scope of services and our proposed compensation schedule. We are sincerely interested in providing the proposed assessment engi- neering serviceS. Respectfully submitted, WILLDAN ASSOCIATES ? Sr. Vice President GPD: kc 2gO: S. ,~NAHEIM BLVD. · sUITE 100 · ANAHEIM, CA 92805-3896. · (~.2_1_3_)724:!~]... (~_1_4_) 774-5740 TABLE OF CONTENTS INTRODUCTION Description of Proposed Improvements Personnel Project Organization Diagram Resumes METHODOLOGY SCOPE OF WORK COST SUMMARY INTRODUCTION Willdan Associates is pleased to submit its qualifications to serve as As- sessment Engineers in the formation of East Tustin Assessment District No. 86-2. We are prepared to provide the a highly qualified team of pro- fessionals, to assist the City in establishing this district. The team to be assembled-Will include engineering, computer science, and accounting ex- pertise to provide complete service. In addition to its two Assessment Engineers, Wiiidan's Anaheim office has a full-time staff of four in its Special Districts Section. This group is supported in the computer area by a Prime 750 computer with its staff of four who provide programming and operating support. The Special Dis- tricts Coordinator is a Certified Public Accountant who provides financial expertise and administrative supe. rvision. Additionally, our Anaheim of- rice engineering staff of over 80 personnel is available for support in · their areas of expertise. Description of the Proposed Improvements The proposed-works of improvement will include street and highway im- provements, street lights, traffic signals, landscaping, utilities, and drainage, which are the backbone infrastructure that will provide traffic access and control, drainage, and utility services to the property. These improvements are necessary for the orderly development of the property to full potential consistent with the City's General Plan, and the specific plan ~or the property. The general methodology to be used by us in the formation of the District is to work closely with the City staff and the property owner to devise an assessment formula that is appropriate for the properties in consid- eration of the intended land uses and the type of improvements. This is explained more fully under the section entitled Methodology. Personnel We propose that Mr. Gary P. Dysart, P.E., serve as Assessment Engineer for the project. Mr. Dysart will have overall responsibility for [nanaging all tasks related to formation of the District, determination of benefits to the property and the method of allocation (spread) to the properties. Mr. Dysart has 20 years of civil engineering experience and has been re- sponsible, as Assessment Engineer, for numerous assessment districts of varying size and complexity using 1913 Act proceedings and issuing 1915 Act bonds with a total bond issue amount in excess of $400 million. He has lectured on matters pertaining to assessment districts at several lo- cations including the University of California Extension. Several recent engagements that Mr. Dysart is responsible for are: Issuer and District Bond Amount City' of Tustin A.D. No. 85-1 City of Orange A.D. No. 86-1 City of Irvine, A.D. No. 83-3- City of Irvine, A.D. No. 84-5 Cit~ of I rvine, A.D. No. 84-6 Cit~ of Irvine A.D. No. 85-7 City of Irvine A.D. No. 83-3 (refunding) City of Irvine A.D. No. 80-2 (refunding] $ 50,650,000 20,229,000 7,270,000 79,100,000 69,500,000 156,600,000 7,430,000 1,920,000 We also propose that Mr. William C. Stookey, P.E., participate on the en- gagement in devising the method of assessment as well as other matters. Mr. Stookey has 35 years of municipal engineering experience and has been responsible, as Assessment Engineer, for over 100 assessment dis- tricts of varying size and complexity using various assessment proceed- ings and bond acts. He is a recognized expert on special assessment fi- nancing programs and has served as instructor or lecturer for matters pertaining to assessment districts at several locations including the Uni- versity of California/San Diego Extension Course, California. Association for Local Economic Development, California School Board Association, and Central California Association of Small GOvernments. Mr. Robert N. Brown, CPA, will assist Mr. Dysart and Mr. Stookey on this project. Mr. Brown is the Special Districts Coordinator of Willdan's Special Districts Division and provides a financial/accounting background to the project team. He has served as coordinator for over 20 assessment districts and will be responsible for the coordination and production ac- tivities related to formation of the assessment district. Mr. Brown will oversee a team that consists of the three full-time analysts of the Special Districts Division and the full-time staff of four program- mers in the Computer Division. This group will use our Prime 750 mainframe computer and existing programming to perform the database management and calculation of assessment spreads for the District. A Project Organization Diagram and the resumes of Mr. Dysart, Mr. Stookey, and Mr. Brown follow. GARY P. DYSART PRESENT POSITION: EDUCATION: .. EXPERIENCE: MEMBERSHIP IN ORGANIZATIONS: Sr. Vice President Willdan Associates Oregon State University B.S.; Civil Engineering California State University - Fullerton Masters Degree in Public Administration As a Sr. Vice President of Willdan Associates, Mr. Dysart is primarily responsible for project administration and technical excellence of public works engineering projects. He is the Consult- ing Ci.t~y Engineer for one city and a Special Consultant to several cities and redevelopment agencies. Mr. Dysart has over 20' years of civil engineer- ing experience. This experience includes the design of streets and highways, storm drains, railroad grade separations, sewage collection systems, and other public works facilities; the engineering planning for community redevelop- ment; and the preparation of special engineer- ing reports and feasibility studies. Mr. Dysart also has considerable experience in assessment districts under both the Improve- ment Act of 1911 and the Municipal Improvement Act of 1913 with the issuance of 1911 and 1915 bonds. The districts have ranged in size from a small alley improvement project to a $90 million public improvement project for a major commercial/o~-Rce development. He has experi- ence in lighting districts under the Landscape and Lighting Act of 1972. Mr. Dysart joined Wiildan Associates in 1972 af- ter serving for eight years with the City of Fullerton as Assistant City Engineer. Prior to that, he served two years as a Commissioned O~icer in the U.S. Army Corps of Engineers. American Society of Civil Engineers American Public Works Association REGISTRATION: California, CE 16528 WILLIAM C' STOOKEY PRESENT POSITION: EDUCATION: EXPERIENCE: Chairman and Executive Vice President Willdan Associates ' Massachusetts Institute mc. Technology M.S.; Civil Engineering California Institute of Technology B.S.; Civil Engineering Mr. Stookey is a principal officer and one of the founders of the firm. He has over 30 years experience working for public agencies includ- ing an extensive background as a City Engi- Mr. Stookey was City Engineer for the City of Fullerton from 1956 to 1964, which was the pe- riod of the most rapid expansion of that City. Since forming Willdan Associates in 1964, Mr. · Stookey has served as the Consultant City En- gineer for the Cities of Cerritos, Signal Hill, Paramount, San Clemente, Rolling Hills Estates, Bell Gardens, and Monterey Park. He has been responsible for the development of city water, sewer, and storm drain facilities as well as su- pervision of land development activities. Mr. Stookey's background includes extensive experience in all types of city engineering ac- tivities including numerous assessment districts under either the 1911, lg13, 1915, or 1943 Act. He has been directly involved in the formation of redevelopment agencies, together with the establishment of the project areas; securing federal grants for cities; administration of state gas tax; and preparation of engineering devel- opment control ordinances. He was honored as the 1986 Orange County En- gineer-of-the-Year by both the Orange County Chapter of the American Society of Engineers and the Orange County Engineering Council. Mr. Stookey presently holds the rank of Com- mander, U. S. Naval Civil Engineering Corps Reserve. MEMBERSH I-P. IN ORGANIZATIONS: REGISTRATION.: American Society of Civil Engineers American Water Works Association American Public Works Association Orange County Engineers (past-President) Commander, Civil Engineer Corps, USNR California, CE 8719 California, TE 0942 Arizona, CE 9299 Nevada, CE 2967 California, General Engineering Contractor ROBERT N. BROWNe CPA PRESENT POSITION: EDUCATION:,... EXPERIENCE: MEMBERSHIP IN ORGANIZATIONS: Special Districts Coordinator Willdan Associates California State University - Los Angeles B.S.; Business Administration As a Special Districts Coordinator, Mr. Brown is responsible for project administration and implementation of special assessment districts. This includes assessment districts under the Improvement Act of 1911, the Municipal Im- provement Act of 1913, with the issuance of bonds under the 1911 Act and the lg15 Act; community facilities districts under the Mello-Roos Community Facilities Act of 1982; landscape and lighting districts under the Landscape and Lighting Act of lg72; and other special districts such as fee districts. Mr. Brown has 11 years experience as a Certi- fied Public Accountant specializing in income tax matters and 5 years of mechanical engineering design. Mr. Brown joined Wiildan Associates after serv- ing on the staffs of Arthur Anderson and Com- pany and Price Waterhouse. He also developed and sold a certified public accounting practice. Kiwanis International Administrative Management Society Business Development Association of Orange County METHODOLOGY An important element in the success of establishing an assessment district is the method of assessing the benefited properties. The Streets and Highways Code requires that the assessment to the prop- erties be:.ibased on the benefit received from the improvements. The Streets and Highways Code does not, however, specify a method or for- mula to be used to apportion the cost of the improvements to the benefit- ed properties. It is necessary to identify the benefit that the improve- ments will provide to the properties and conclude that the properties re- ceive a special and direct benefit as distinguished from benefit to the general public. This responsibility rests with the Assessment Engineer who is appointed by the City Council to identify and analyze the facts and determine the correct app.ortionment (spread) of the District obligation .. The Assessment Engineer makes his recommendation at the public hearing for the Assessment District, however, final authority and action rest with the City Council after hearing all testimony and evidence presented at the public hearing. The proposed improvements for' this assessment district consist of the ba- sic infrastructure to provide traffic access and control, drainage, and utility services to the properties. The improvements are necessary to the orderly development of the properties within the District to full potential consistent with the City's General Plan, and the specific plan. There- fore, at this time we can generally conclude that .the improvements generally are of direct and special benefit to the properties. The method of assessment, then, must be determined. We will recommend a method of assessment a~l:er studying the property and the improvements ahd obtain an understanding of who the ultimate property owners may be. In making this determination we will work closely with the City staff, bond counsel, the financial consultant, and the property owner to obtain accurate, up-to-date information. We will then present our proposed method of assessment and solicit agreement from all parties before making a final determination. · Our methodology will also ensure that consideration is given to various factors that influence the assessment spread, the properties to be as- sessed and the amount to assessment. Included in our methodology are the following important considerations: Make a preliminary determination of non-assessable prop- erties as this would affect the concept of the assessment district formation. This would include federal- and Stets-owned properties, cemeteries, etc., if any. Preliminarily identify assessable publicly-owned properties within the assessment district boundary. If requested, consult with the appropriate public o~Cicial leading to. a termination as to whether such properties should be as- sessed or excluded. This includes primary political subdi- visions mc the State of California such as city property, school property, special district property, county property, etc. Review the proposed improvements and determine if any ar- ea outside the district will benefit from the proposed im- provements. If such is the case, make provisions for out- side contributions. Verify that the spread formula will be appropriate for fu- ture apportionments as a result of land divisions. Our approach to assessment engineering services is to function as an in- tegral part of the assessment district team and maintain coordination and communication with all team members to achieve successful district forma- tion and'bond sale in' accordance with the agreed upon schedule. We'are prepared and able to commit a strong project manager highly experienced in assessment districts and the staff resources and computer capabilities to achieve this goal. SCOPE OF WORK The tasks requested of us in the proposal request necessary in the for- mation and administration of the District are: II o .. Assessment District Engineering Services Coordination Services III Reapportionment of Assessments Upon Division of Land IV Annual Debt Services Schedules We have reviewed the Scope of Work contained in the Request for Pro- posal dated November 25, 1987. .The Scope of Work is comprehensive and we find no exceptions; therefore, it is the scope of work we will follow in · completing the tasks requested. A copy of the Request for Proposal is enclosed and the Scope of Work incorporated by this reference. Option'al Services In addition to the' ~ervices reqUested by ~he City and as presented above, we are able to offer the following services to the City on an as needed basis following the bond sale. These seryices could be provided if and when approved by separate authorization of the City. Assist in the approval of change orders and determine if eligible under the assessment proceedings. Monitor expenditures of the District by periodic budget to actual comparisons.. Redistribute excess contingency funds, if any, to each par- cel upon completion of the project. City Responsibilities It will be necessary that certain materials be provided by the City, or at the option of the City, the materials may be provided directly by others to enable for'the Engineer to perform the above assessment engineering services. These materials shall consist of: · records of survey, parcel maps, tract maps, assessor's maps and rolls, and/or other information from which to prepare the assess- ment diagram and boundary map; . a listing of all improvement costs an incidental cost items to be in- cludbd in the assessment district; ® e legal descriptions of any rights-of-way that are to be acquired by assessment district proceedings; and a reproducible copy of all tract maps or parcel maps on the area to be assessed, subsequently recorded; such maps to be of a scale such that they may be directly frans{erred to the original assess- men...t diagram. COST SUMMARY Our proposed compensation for the services to be performed in accordance · with the Scope of Work as requested by the' City in its Request for Pro- posal dated November 25, 1987 (File No. 263) is as follows: I Assessment'District En ineerin Services A lump sum fee of $38,000 which shall include the costs of Printing, post- ing, and mailing notices. II Coordination Services A fee based on actual hours worked at our standard billing rates in e~ect at the time services are performe.d plus our cost of computer usage and outside services (printing, deliveries, etc.) at cost plus ten percent, · not-to-exceed $20,000 without authorization. III Reappo~ion~ent of'Assessments Upon Division of Land - A fee of $2,500 plus $15 per lot calculated on the basis of the number of new lots plus filing and/or .recording fees. If the apPortionments for 'more than one tract (recorded tract) are processed concurrently then the $2,5(X) base fee would be applied only once. IV' Annual Debt Service Schedules An annual fee of $2,500 plus filing and/or recording fees at cost plus 10 percent beginning with the 1988/1989 fiscal year. This fee will increase annually beginning with work for the 1989/1990 fiscal year. Such in- crease will be based.on the increase in the Consumer Price Index for Southern California for the preceding calendar year. Monthly invoices will be submitted based on the services performed during the preceding month, and City shall pay Engineer within 30 days mc re- ceipt of the monthly invoice. The monthly invoices shall include an itemization of the time spent and the fees, costs and charges accrued to date and a description of services performed during the billing period. Our current fee schedule follows. Classification Fee Rate per Hour · Supervisor- Survey Survey Party Chief Two-man Field Party Three-man Field Party Computer .Time Computer Data Entry Secretarial 72.00 67.00 132.00 170.00 63.00 32.00 30.00 Additional billing classifications may be added to the above listing during the year as new positions are created. Consultation in connection with. litigation and court appearances will be quoted separately. The above schedule is for strai~lht time. Overtime will be charged at · 1.25 times the standard hourly rates. Sundays and holidays will be charged at 1.70 times the standard hourly rates. The f~regoing wage rates are e~fective through July 31, 1988 and may be adjusted a~ter that date to compensate for .labor adjustments and other increases in labor costs. .