Shafter City Council
May 16, 2023

CONSENT CALENDAR

CITY OF SHAFTER

CITY COUNCIL REPORT
MEETING DATE: May 16, 2023
FROM: Gabriel A. Gonzalez, City Manager
PREPARED BY: Rocio Mosqueda, Accounting Manager
SUBJECT: ADOPT A RESOLUTION AUTHORIZING LOW CARBON TRANSIT

OPERATIONS PROGRAM AN EXECUTIONS OF SHAFTER ON

DEMAND TRANSIT EXPANSION OF SATURDAY TRANSIT

SERVICE

RECOMMENDATION
Council find the action is not defined as a “project” per Section 15378(b)(5) of the CEQA Guidelines; and adopt Resolution 2921, a Resolution of the City Council of the City of Shafter authorizing the Execution of the Certifications and Assurances and Authorized Agent Forms for the Low Carbon Transit Operations Program (LCTOP) for the following Project(s): City of Shafter on demand transit expansion of Saturday transit service.

BACKGROUND
The Low Carbon Transit Operations Program (LCTOP) is one of several affiliated with Transit, Affordable Housing , and Sustainable Communities Program established by the California Legislature in 2014 by Senate Bill 862 (862). The LCTOP provides transit agencies operating and capital funding assistance to reduce greenhouse emissions and improve mobility while prioritizing service to disadvantaged communities. Approved LCTOP projects typically support new or expanded bus or rail services, expanded intermodal transit facilities, and equipment purchases. They also cover equipment acquisition, fueling, maintenance, and other costs to operate those transit services or facilities. For agencies whose service area includes disadvantaged communities, at least 50 percent of the funding received must be invested in projects that benefit those communities.

Senate Bill 852 (Statutes of 2014) appropriated $25 million for LCTOP for funding year 2014-2015. Further, Senate Bill 862 continuously appropriates five percent of the annual auction proceeds through the Greenhouse Gas Reduction Fund (Fund to LCTOP for funding year 2015-2016).

The City is eligible for an LCTOP grant allocation of $51,314 for the grant program year 2022-2023. Staff identified a need to use this funding to provide City of Shafter Transit Services on Saturdays. Authorizing the use of LCTOP funds requires adoption of a Council resolution.

ADOPT A RESOLUTION AUTHORIZING LOW CARBON TRANSIT OPERATIONS PROGRAM AN

EXECUTIONS OF SHAFTER ON DEMAND TRANSIT EXPANSION OF SATURDAY TRANSIT

SERVICE
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ANALYSIS
Adoption of this resolution authorizes the use of LCTOP funds in the amount of $51,314 to provide Shafter on Demand Transit Expansion of Saturday Transit Service.

FISCAL IMPACT
If awarded, the LCTOP funds will be added to 2023-2024 City fiscal year budget.

CEQA ANALYSIS
The action is not defined as a “project” per Section 15378(b)(5) of the CEQA Guidelines because the action is approval of a low carbon operations program and therefore, it is organizational and administrative activity that will not result in direct or indirect physical changes to the environment and not subject to CEQA.

APPROVED BY THE CITY ATTORNEY
No

ALTERNATIVES
The City Council could direct staff to forfeit the allocated funding to benefit other cities and transit operators if it desires to have staff work on other directives. However, the City on demand program could greatly benefit from the funds because it will improve the level of service to the community. Further, applying these funds does not significantly burden staff time and resources. Therefore, alternative action is not recommended.

NEXT STEPS
Upon adoption, staff will forward the Resolution and Certificate of Assurances to Caltrans for consideration.

ATTACHMENTS

1. Certificate of Assurances

2. Resolution 2921

Authorized Agent
AS THE Mayor
(Chief Executive Officer/Director/President/Secretary)
OF THE City of Shafter
(Name of County/City/Transit Organization)
I hereby authorize the following individual(s) to execute for and on behalf of the named Regional Entity/Transit Operator, any actions necessary for the purpose of obtaining Low Carbon Transit Operations Program (LCTOP) funds provided by the California Department of Transportation, Division of Rail and Mass Transportation. I understand that if there is a change in the authorized agent, the project sponsor must submit a new form. This form is required even when the authorized agent is the executive authority himself. I understand the Board must provide a resolution approving the Authorized Agent. The Board Resolution appointing the Authorized Agent is attached.

Gabriel A. Gonzalez, City Manager OR
(Name and Title of Authorized Agent)
Rogelio Sanchez, Administrative Services Director OR
(Name and Title of Authorized Agent)
Click here to enter text. OR
(Name and Title of Authorized Agent)
Click here to enter text. OR
(Name and Title of Authorized Agent)
Chad Givens Mayor
(Print Name) (Title)
(Signature)
Approved this 16 day of May , 2023

Certifications and Assurances
Lead Agency: City of Shafter
Project Title: Shafter On-Demand Transit Expansion of Saturday Transit Service Prepared by: Rogelio Sanchez
The California Department of Transportation (Caltrans) has adopted the following Certifications and Assurances for the Low Carbon Transit Operations Program (LCTOP).

As a condition of the receipt of LCTOP funds, Lead Agency must comply with these terms and conditions.

A. General

1. The Lead Agency agrees to abide by the current LCTOP Guidelines and applicable legal requirements.

2. The Lead Agency must submit to Caltrans a signed Authorized Agent form designating the representative who can submit documents on behalf of the project sponsor and a copy of the board resolution appointing the Authorized Agent.

B. Project Administration

1. The Lead Agency certifies that required environmental documentation is complete before requesting an allocation of LCTOP funds. The Lead Agency assures that projects approved for LCTOP funding comply with Public Resources Code § 21100 and § 21150.

2. The Lead Agency certifies that a dedicated bank account for LCTOP funds only will be established within 30 days of receipt of LCTOP funds.

3. The Lead Agency certifies that when LCTOP funds are used for a transit capital project, that the project will be completed and remain in operation for its useful life.

4. The Lead Agency certifies that it has the legal, financial, and technical capacity to carry out the project, including the safety and security aspects of that project.

5. The Lead Agency certifies that they will notify Caltrans of pending litigation, dispute, or negative audit findings related to the project, before receiving an allocation of funds.

6. The Lead Agency must maintain satisfactory continuing control over the use of project equipment and facilities and will adequately maintain project equipment and facilities for the useful life of the project.

7. Any interest the Lead Agency earns on LCTOP funds must be used only on approved LCTOP projects.

8. The Lead Agency must notify Caltrans of any changes to the approved project with a Corrective Action Plan (CAP).

9. Under extraordinary circumstances, a Lead Agency may terminate a project prior to completion. In the event the Lead Agency terminates a project prior to completion, the Lead Agency must (1) contact Caltrans in writing and follow-up with a phone call verifying receipt of such notice; (2) pursuant to verification, submit a final report indicating the reason for the termination and demonstrating the expended funds were used on the intended purpose; (3) submit a request to reassign the funds to a new project within 180 days of termination.

C. Reporting

1. The Lead Agency must submit the following LCTOP reports:
a. Annual Project Activity Reports October 27th each year. b. A Close Out Report within six months of project completion. c. The annual audit required under the Transportation Development Act (TDA), to verify receipt and appropriate expenditure of LCTOP funds. A copy of the audit report must be submitted to Caltrans within six months of the close of the year (December 31) each year in which LCTOP funds have been received or expended.
d. Project Outcome Reporting as defined by CARB Funding Guidelines. e. Jobs Reporting as defined by CARB Funding Guidelines.

2. Other Reporting Requirements: CARB develops and revises Funding Guidelines that will include reporting requirements for all State agencies that receive appropriations from the Greenhouse Gas Reduction Fund. Caltrans and project sponsors will need to submit reporting information in accordance with CARB’s Funding Guidelines, including reporting on greenhouse gas reductions and benefits to disadvantaged communities.

D. Cost Principles

1. The Lead Agency agrees to comply with Title 2 of the Code of Federal Regulations 225 (2 CFR 225), Cost Principles for State and Local Government, and 2 CFR, Part 200, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments.

2. The Lead Agency agrees, and will assure that its contractors and subcontractors will be obligated to agree, that:
a. Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be used to determine the allow ability of individual project cost items and
b. Those parties shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. Every sub-recipient receiving LCTOP funds as a contractor or sub-contractor shall comply with

Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments.

3. Any project cost for which the Lead Agency has received funds that are determined by subsequent audit to be unallowable under 2 CFR 225, 48 CFR, Chapter 1, Part 31 or 2 CFR, Part 200, are subject to repayment by the Lead Agency to the State of California (State). All projects must reduce greenhouse gas emissions, as required under Public Resources Code section 75230, and any project that fails to reduce greenhouse gases shall also have its project costs submit to repayment by the Lead Agency to the State. Should the Lead Agency fail to reimburse moneys due to the State within thirty (30) days of demand, or within such other period as may be agreed in writing between the Parties hereto, the State is authorized to intercept and withhold future payments due the Lead Agency from the State or any third-party source, including but not limited to, the State Treasurer and the State Controller.

A. Record Retention

1. The Lead Agency agrees and will assure that its contractors and subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate incurred project costs and matching funds by line item for the project. The accounting system of the Lead Agency, its contractors and all subcontractors shall conform to Generally Accepted Accounting Principles (GAAP) and enable the determination of incurred costs at interim points of completion. All accounting records and other supporting papers of the Lead Agency, its contractors and subcontractors connected with LCTOP funding shall be maintained for a minimum of three (3) years after the “Project Closeout” report or final Phase 2 report is submitted (per ARB Funding Guidelines, Vol. 3, page 3.A-16), and shall be held open to inspection, copying, and audit by representatives of the State and the California State Auditor. Copies thereof will be furnished by the Lead Agency, its contractors, and subcontractors upon receipt of any request made by the State or its agents. In conducting an audit of the costs claimed, the State will rely to the maximum extent possible on any prior audit of the Lead Agency pursuant to the provisions of federal and State law. In the absence of such an audit, any acceptable audit work performed by the Lead Agency’s external and internal auditors may be relied upon and used by the State when planning and conducting additional audits.

2. For the purpose of determining compliance with Title 21, California Code of Regulations, Section 2500 et seq., when applicable, and other matters connected with the performance of the Lead Agency’s contracts with third parties pursuant to Government Code § 8546.7, the project sponsor, its contractors and subcontractors and the State shall each maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. All of the above referenced parties shall make such materials available at their respective offices at all reasonable times

during the entire project period and for three (3) years from the date of final payment.

The State, the California State Auditor, or any duly authorized representative of the State, shall each have access to any books, records, and documents that are pertinent to a project for audits, examinations, excerpts, and transactions, and the Lead Agency shall furnish copies thereof if requested.

3. The Lead Agency, its contractors and subcontractors will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission, or any other agency of the State of California designated by the State, for the purpose of any investigation to ascertain compliance with this document.

F. Special Situations
Caltrans may perform an audit and/or request detailed project information of the project sponsor’s LCTOP funded projects at Caltrans’ discretion at any time prior to the completion of the LCTOP.

I certify all of these conditions will be met.

Rogelio Sanchez Administrative Services Director
(Print Authorized Agent) (Title)
(Signature) (Date)

RESOLUTION NO. 2921

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SHAFTER

AUTHORIZING THE EXECUTION OF THE CERTIFICATIONS AND ASSURANCES

AND AUTHORIZED AGENT FORMS FOR THE LOW CARBON TRANSIT
OPERATIONS PROGRAM (LCTOP) FOR THE FOLLOWING PROJECT(S):

SHAFTER ON DEMAND TRANSIT EXPANSION OF SATURDAY TRANSIT SERVICE WHEREAS, the City of Shafter is an eligible project sponsor and may receive state funding from the Low Carbon Transit Operations Program (LCTOP) for transit projects; and WHEREAS, the statutes related to state-funded transit projects require a local or regional implementing agency to abide by various regulations; and WHEREAS, Senate Bill 862 (2014) named the Department of Transportation (Department) as the administrative agency for the LCTOP; and WHEREAS, the Department has developed guidelines for the purpose of administering and distributing LCTOP funds to eligible project sponsors (local agencies); and WHEREAS, the City of Shafter wishes to delegate authorization to execute these documents and any amendments thereto to Gabriel A. Gonzalez, City Manager; and WHEREAS, the City of Shafter wishes to implement the following LCTOP project(s) listed above,
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Shafter that the fund recipient agrees to comply with all conditions and requirements set forth in the Certification and Assurances and the Authorized Agent documents and applicable statutes, regulations and guidelines for all LCTOP funded transit projects.

NOW THEREFORE, BE IT FURTHER RESOLVED that Gabriel A. Gonzalez, City Manager and Rogelio Sanchez, Administrative Services Director be authorized to execute all required documents of the LCTOP program and any Amendments thereto with the California Department of Transportation.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Shafter that it hereby authorizes the submittal of the following project nomination(s) and allocation request(s) to the Department in FY 2022-2023 LCTOP funds:

List project(s), including the following information:

Project Name: Shafter On-Demand Transit Expansion of Saturday Service Amount of LCTOP funds requested: $51,314.00
Short description of project: Expansion of on-demand transit Saturday service for Shafter Dial A Ride and the outlying areas that the Shafter currently services during regular weekly service.

Benefit to a Priority Populations: Provide low-cost public transit service and reduced GHG emissions in Disadvantaged and Low Income community
Amount to benefit Priority Populations: 100%
Contributing Sponsors (if applicable): Kern Council of Governments

Shafter City Council Resolution No. 2921
May 16, 2023

PASSED AND ADOPTED THIS 16TH DAY OF MAY, 2023
Chad Givens, Mayor
ATTEST:

Yazmina Pallares, City Clerk
APPROVED AS TO FORM:
_____________________________
Marco A. Martinez, City Attorney

CONSENT CALENDAR

CITY OF SHAFTER

CITY COUNCIL REPORT
MEETING DATE: May 16, 2023
FROM: Gabriel A. Gonzalez, City Manager
PREPARED BY: Carol Chavolla, HR Manager
SUBJECT: RATIFY THE PROFESSIONAL SERVICES AGREEMENT WITH

BOB HALL & ASSOCIATES, AN EXECUTIVE RECRUITMENT

FIRM, FOR THE RECRUITMENT OF A CITY ENGINEER AND
ECONOMIC DEVELOPMENT DIRECTOR.

RECOMMENDATION
Council find the action is not defined as a “project” per Section 15378(b)(5) of the CEQA Guidelines; and ratify the professional services agreement with Bob Hall & Associates, an Executive Recruitment Firm, for the recruitment of a City Engineer and Economic Development Director.

BACKGROUND
On March 21, 2023, the City Council authorized the City Manager to issue a Request for Proposal (RFP) to solicit a qualified executive search firm to perform the City Engineer and Economic Development Director recruitment. Staff circulated an RFP seeking proposals from nine executive search firms throughout the state of California.

Responses to the RFP were due April 19, 2023. Two proposals were received: from Bob Hall & Associates and WBCP, Inc.

ANALYSIS
Both proposals meet the requirements established in the City’s RFP. Due to recent engagements, WBCP, Inc. no longer has the capacity to accept and manage the recruitments. Their availability is until mid-August 2023. City staff confirmed that Bob Hall & Associates has the capacity to accept and manage the recruitments immediately, upon execution of a professional services agreement. The fee to perform each search by Bob Hall & Associates is $19,500 plus expenses, not to exceed $22,500. The total cost for both recruitments is not to exceed $45,000.

It is imperative to fill the City Engineer and Economic Development Director positions immediately due to the scheduled retirement of the City Engineer and the recent Economic Development Director vacancy. These high-level positions are difficult to fill, and City staff need the assistance of a recruitment search firm to successfully fill the vacancies in a timely manner. To secure the services of the recruitment search firm that is readily available to immediately assist with these recruitments, the City Manager executed a professional services agreement with Bob Hall & Associates. Council

RATIFY THE PROFESSIONAL SERVICES AGREEMENT WITH BOB HALL & ASSOCIATES, AN

EXECUTIVE RECRUITMENT FIRM, FOR THE RECRUITMENT OF A CITY ENGINEER AND ECONOMIC DEVELOPMENT DIRECTOR.
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ratification of the professional services agreement in the amount not to exceed $45,000 is now required.

FISCAL IMPACT
The current fiscal year 2022/2023 has sufficient resources within the Engineering and Economic Development departments to accommodate the cost; therefore, no budget action is required.

CEQA ANALYSIS
The action is not defined as a “project” per Section 15378(b)(5) of the CEQA Guidelines because the action is the ratification of a professional services agreement for recruiting and therefore, it is an organizational and administrative activity that will not result in direct or indirect physical changes to the environment and not subject to CEQA.

APPROVED BY THE CITY ATTORNEY
No

ALTERNATIVES
There are no viable alternatives to the requested action, which is viewed as the most efficient and cost-effective strategy to ensure the recruitment of a City Engineer and Economic Development Director in a timely manner.

NEXT STEPS
Upon City Council ratification, Bob Hall & Associates will provide recruitment search services for the recruitment of a City Engineer and Economic Development Director.

ATTACHMENTS

1. Letter Agreement for Services - Ball Hall Associates

(BB&K: 2013)
77802.00000\24582337.2
MAY 11, 2023

BOB HALL & ASSOCIATES
Re: Letter Agreement for RECRUITMENTS FOR CITY ENGINEER AND ECONOMIC

DEVELOPMENT DIRECTOR
Dear BALL HALL & ASSOCIATES:

PARTIES: This letter shall be our agreement (“Letter Agreement”) regarding the RECRUITMENTS FOR CITY ENGINEER AND ECONOMIC DEVELOPMENT DIRECTOR described below (“Services”) to be provided by BOB HALL & ASSOCIATES (“Contractor”) as an independent contractor to the City of Shafter (“City”) for the City’s RECRUITMENTS FOR CITY ENGINEER AND ECONOMIC DEVELOPMENT DIRECTOR (“Project”). Contractor is retained as an independent contractor and is not an employee of the City.

SERVICES; SCHEDULE OF PERFORMANCE: The Services to be provided include the following: The Services to be provided are more particularly described in the Scope of Services attached hereto as Exhibit “A” and incorporated herein by reference. Services on the Project shall begin immediately and be completed by AUGUST 31, 2023, unless extended by the City in writing.

STANDARD OF CARE: Contractor shall perform all Services under this Letter Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California, and consistent with all applicable laws.

Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications, training, and approvals of whatever nature that are legally required to perform the Services, including a City Business License, State Water Resources and/or Regional Water Quality Control Board permits and training, that such licenses and approvals shall be maintained throughout the term of this Letter Agreement, copies of which shall be provided on request.

REPRESENTATIONS OF CONTRACTOR. Contractor represents as follows:
(a) If required by the jurisdiction where this Agreement is to be performed, Contractor has a business license or business tax registration.
(b) Contractor maintains a business location that is separate from the business or work location of City.
(c) Contractor is customarily engaged in an independently established business of the same nature as that involved in the work performed under this Agreement. (d) Contractor actually contracts with other businesses or cities to provide the same or similar services and maintains a clientele without restrictions from the City. (d) Contractor advertises and holds itself out to the public as available to provide the same or similar services.

SUBSTITUTION OF KEY PERSONNEL: Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Letter Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence DocuSign Envelope ID: 38CB9D9D-3BE8-4DEE-9632-D6E6C1A53B0B

City of Shafter

BOB HALL & ASSOCIATES
Letter Agreement for RECRUITMENTS FOR CITY ENGINEER AND ECONOMIC DEVELOPMENT

DIRECTOR
MAY 11, 2023

(BB&K: Update 2013)
77802.00000\24582337.2
upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Letter Agreement for cause. The key personnel for performance of this Letter Agreement are as follows: BOB HALL & ASSOCIATES COMPENSATION: Compensation for the above services shall be based on the actual amount of time spent in adequately performing the Services, and shall be billed as follows. Compensation for the above services shall be based on the actual amount of time spent in adequately performing the Services, and shall be billed at the rate(s) described in the Contractor's Proposal attached hereto as Exhibit “A” and incorporated herein by reference. The total compensation shall not exceed TWENTY TWO THOUSAND FIVE HUNDRED PER RECRUITMENT ($22,500) without written approval of City’s MANAGER.

Contractor’s invoice shall include a detailed description of the Services performed. Invoices shall be submitted to the City by installments as follows in Exhibit “A” as performance of the Services progresses.

City shall review and pay the approved charges on such invoices in a timely manner.

TERMINATION: The City may terminate this Letter Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter Agreement without cause before Project completion, Contractor shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Contractor may terminate this Letter Agreement only upon 30 calendar days' written notice to the City only in the event of City’s failure to perform in accordance with the terms of this Letter Agreement through no fault of Contractor INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s Services, the Project or this Letter Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Contractor’s Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor’s obligation to indemnify shall survive expiration or termination of this Letter Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.

LAWS & REGULATIONS; EMPLOYEE/LABOR CERTIFICATIONS: Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements; all emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD), the California Air Resources Board (CARB) or other governmental agencies; and all water quality laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board, the Los Angeles Regional Water Quality Control Board and the City. By executing this Letter Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Contractor shall maintain records of its compliance, including its verification of each employee, and shall make them DocuSign Envelope ID: 38CB9D9D-3BE8-4DEE-9632-D6E6C1A53B0B

City of Shafter

BOB HALL & ASSOCIATES
Letter Agreement for RECRUITMENTS FOR CITY ENGINEER AND ECONOMIC DEVELOPMENT

DIRECTOR
MAY 11, 2023

(BB&K: Update 2013)
77802.00000\24582337.2
available to the City or its representatives for inspection and copy at any time during normal business hours.

The City shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Letter Agreement to make the same verifications and comply with all requirements and restrictions provided herein. Contractor's failure to comply or any material misrepresentations or omissions relating thereto shall be grounds for terminating this Letter Agreement for cause. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake selfinsurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. Finally, Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment in violation of state or federal law. As provided for in the indemnity obligations of this Letter Agreement, Contractor shall indemnify City against any alleged violations of this paragraph, including, but not limited to, any fines or penalties imposed by any governmental agency.

GOVERNING LAW; VENUE; GOVERNMENT CODE CLAIM COMPLIANCE ATTORNEYS’ FEES:

This Letter Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Letter Agreement, the action shall be brought in a state or federal court situated in Los Angeles County, State of California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Letter Agreement, the prevailing party shall be entitled to recover all reasonable fees and costs incurred, including reasonable attorneys’ fees, as determined by the court.

ASSIGNMENT; AMENDMENT: Contractor shall not assign, sublet, or transfer this Letter Agreement or any rights under or interest in this Letter Agreement without the written consent of the City, which may be withheld for any reason. This Letter Agreement may not be modified or altered except in writing signed by both parties. Except to the extent expressly provided for in the termination paragraph, there are no intended third party beneficiaries of any right or obligation of the Parties.

ENTIRE AGREEMENT; CONSTRUCTION & CAPTIONS: This is an integrated Letter Agreement representing the entire understanding of the parties as to those matters contained herein, and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder.

Since the Parties or their agents have participated fully in the preparation of this Letter Agreement, the language of this Letter Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. The captions of the various paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Letter Agreement.

If you agree with the terms of this Letter Agreement, please indicate by signing and dating where indicated below. An original, executed copy is enclosed for your records.

DocuSign Envelope ID: 38CB9D9D-3BE8-4DEE-9632-D6E6C1A53B0B

City of Shafter

BOB HALL & ASSOCIATES
Letter Agreement for RECRUITMENTS FOR CITY ENGINEER AND ECONOMIC DEVELOPMENT

DIRECTOR
MAY 11, 2023

(BB&K: Update 2013)
77802.00000\24582337.2

CITY OF SHAFTER
Approved by:
_____________________________
Gabriel A. Gonzalez
City Manager
Attest:
_____________________________
Yazmina Pallares
City Clerk

CONTRACTOR
Reviewed and Accepted by Contractor
_____________________________
Signature
_____________________________
Name
_____________________________
Title
_____________________________
Date
DocuSign Envelope ID: 38CB9D9D-3BE8-4DEE-9632-D6E6C1A53B0B Owner
Bob Hall
5/11/2023

(BB&K: 2013
)
77802.00000\24582337.2
DocuSign Envelope ID: 38CB9D9D-3BE8-4DEE-9632-D6E6C1A53B0B

www.bobhallandassociates.com | (714) 309-9104 | [email protected] March 27, 2023
Dear Ms. Carol Chavolla:

Bob Hall & Associates is pleased to submit this proposal to conduct recruitments for the positions of City Engineer and Economic Development Director for the City of Shafter.

If selected, Bob Hall will be the point of contact and lead project director for this search. As former City Manager of Laguna Niguel, Stanton, and Fountain Valley, Bob Hall’s substantial knowledge and experiences will help the City of Shafter find candidates that fit the ideal criteria for the positions. No one has a better pulse on the challenges that California cities face than Bob as a former City Manager. Recent recruitments by Bob Hall include the Cities of Moorpark, Tracy, Morro Bay, San Bernardino, Laguna Hills, Fountain Valley, Seal Beach, American Canyon, Manteca, and Escalon.

While not a large firm, Bob Hall & Associates’ network encompasses a strong talent pool and will add the personal, individualized attention that each search requires. Attached is a summary of the search process and the services that the Bob Hall & Associates team is willing and able to offer the City of Shafter.

For more information or clarification, do not hesitate to contact Bob Hall at (714) 309-9104 or by email at [email protected]. We appreciate the opportunity to be considered to aid in the search for the City Engineer and Economic Development Director vacancies. Should you select our team, we are prepared to proceed immediately.

Sincerely,
Bob Hall
"Exhibit A"

www.bobhallandassociates.com | (714) 309-9104 | [email protected] Executive Summary

We are excited to submit our proposal to the City of Shafter for the opportunity to assist with the identification and recruitment for the City Engineer and Economic Development Director positions. The Bob Hall & Associates team is well connected throughout California with a keen knowledge of talent and is prepared to offer a strong pool of top candidates. At Bob Hall & Associates, we pride ourselves in adding a personal, individualized touch to each recruiting search. In the last 40 months, the Bob Hall & Associates team has conducted more than 80 recruitments across the state of California.

We provide an alternative to the large recruitment firms while providing excellent customer service focused specifically on our clients’ needs to ensure we meet or exceed their expectations on every recruitment. Our individualized service helps target candidates who are equipped to specific needs within the region. We do not stray from a challenge and thrive in filling the tough to find positions at all levels throughout the organization. Our work ethic and desire to help our clients succeed is second to none.

Bob Hall brings over 30 years of experience in municipal government and leadership. Hall has served as City Manager for Fountain Valley, Laguna Niguel, and Stanton. His prior City Manager experience gives him a unique perspective on the recruiting process. He knows first-hand the talent it takes to build a high-performance operation and wants to share that knowledge and experience with candidates and municipalities. His wide variety of experience throughout municipal organizations provides a strong understanding of the diverse needs throughout the City. Before assuming the leadership role in Orange County, he worked in many departments, including General Services Director for the City of Riverside.

Bob Hall holds a Master’s degree in Public Administration from California State University, San Bernardino. Hall is a member of ICMA, former Board Member of Cal ICMA and has been an invited guest lecturer at Cal-State Northridge, Cal-State Fullerton and Long Beach State University.

www.bobhallandassociates.com | (714) 309-9104 | [email protected] The Team and Recent Placements
Our Recruitment Team
Bob Hall
Founder, Bob Hall & Associates
With Bob’s 30 plus years of experience serving in most departments within a municipal organization, he brings a strong knowledge and understanding of city operations. This diverse knowledge has translated into Bob Hall & Associates keen ability to place highly qualified candidates in key positions. Bob’s niche is finding that “perfect fit”, especially in positions that traditionally are more challenging to fill. Bob Hall provides individualized customer service and responsiveness resulting in successful placements and ultimately, client satisfaction.

Rachel Hall
Recruitment Coordinator
Rachel has a Bachelor of Arts in Communications from the University of Arizona and brings a background in marketing and writing to the team. Rachel has experience working within municipal government and provides support services for Bob Hall and Associates recruitments.

Recent Recruitments
City Manager - Stanton
City Manager - Laguna Niguel
City Manager - Laguna Hills
City Manager - San Clemente
City Manager - Fountain Valley
City Manager - Tracy
City Manager - Manteca
City Manager - San Bernardino
Assistant City Manager - Costa Mesa
City Attorney - Manteca
Fire Chief - Morro Bay
Director of Community Development – Stanton
Director of Housing, Economic, and Community
Development – San Bernardino
Deputy Community Development Director/City
Planner - Signal Hill
Development/Community Services Manager -
Escalon
Director of Public Works - Manteca
Director of Public Works - San Clemente
Director of Public Works - Signal Hill
Director of Engineering - Manteca
Deputy PW Director/City Engineer – Placentia

www.bobhallandassociates.com | (714) 309-9104 | [email protected]

Recruiting Process

Below, you will find our proposed recruiting process, schedule, and cost breakdown for your consideration. During the recruitment process, we will require the following specific assistance from the City: a draft job description (we will work with the City to craft language), any other legal descriptions or City language and guidelines; City logo, high resolution photography, review of the brochure and other marketing materials and timely feedback; and logistics coordination with any City staff and our team.

Create Position Profile

The Bob Hall & Associates team will meet with the City to discuss the strategy for the search as well as communication preferences and project timeline. It is at this time that the team will collaborate with the City to determine characteristics of the ideal candidate. Communication and customer service is a priority, as the Bob Hall & Associates team will stay in touch with the City throughout the recruitment keeping them up to date. In the meeting, the search criteria will be determined to help aid the Bob Hall & Associates team in narrowing the search to appropriate candidates based on the specific goals and qualities of the organization.

Outreach and Recruiting

Outreach
Outreach begins with the creation of a job announcement and brochure that will be advertised for the public to see on platforms such as Public CEO, APWA, APA, CALED, GovernmentJobs.com and in Western City magazine. We will also utilize social media engagement on LinkedIn, networking with top industry leaders throughout the nation, and personal outreach.

Position Profile Outreach and
Recruiting
Candidate
Assessment
Selection
and
Presentation
Negotiations Close Out

www.bobhallandassociates.com | (714) 309-9104 | [email protected]

Candidate Identification
Following the creation of the job announcement and advertisement of the position, the Bob Hall & Associates team will actively seek out qualified candidates by tapping into the network of talented prospects both local to California and across the country.

Unlike other firms, Bob Hall & Associates focuses on adding a personal touch to the identification process by tailoring the recruiting process to the needs and desires of the organization. Our active recruiting style has proved to increase the number of applications and resumes from potential candidates leading to a deeper evaluation of each individual.

Candidate Assessment

Screening
Every application is promptly acknowledged and carefully examined. Those that most closely fit the criteria indicated by the organization will be subject to a more thorough evaluation. Such evaluation will focus on aspects such as professional experience, size and complexity of current organization as compared to the advertised position.

Initial Research and Interviews
Research will be conducted on top candidates in the form of Internet searches and other public profiles to ensure prospects’ values, experiences, and history match the criteria established by the organization. Following research, preliminary interviews will be conducted via phone, video-conferencing, or face-to-face, depending on candidates’ location.

Selection and Presentation of Top Candidates

Bob Hall & Associates will manage the selected finalist candidates. Top candidates will be presented to the City for consideration to determine which candidates will be interviewed. City will be provided with detailed description of work history and other important information about each candidate prior to selection and scheduling of interviews.

www.bobhallandassociates.com | (714) 309-9104 | [email protected]

Negotiations

The Bob Hall & Associates team is willing and able to support the City in the negotiation process of the selected candidate’s compensation package.

Close Out
After the organization has successfully chosen a candidate, the search will be closed out. This includes informing finalist candidates of the status of the search via telephone.

Project Costs

The recruitments for the City Engineer and Economic Development Director positions will be complete and comprehensive searches in an effort to present the City of Shafter with the most capable, talented, candidates available. The fee to perform each search will be a fee of $19,500 plus expenses, not to exceed $22,500. These expenses will include advertising and printing. This fee includes one trip per recruitment to the City by the Bob Hall & Associates team for the interview process, and as many virtual meetings as needed.

Additional trips will be billed at $1,000 per visit. Top candidates will subject to DMV, civil and criminal background, and credit checks. This proposal is good for at least 180 days from March 27, 2023.

Fees will be collected in three installments as follows (per recruitment):

1. Upon Execution of the Agreement: $7,000

2. Following Presentation of Candidates: $6,500

3. Upon Acceptance of Offer: $6,000

www.bobhallandassociates.com | (714) 309-9104 | [email protected]

Project Timeline

A typical search will be conducted in a 90 to 120-day period from start to finish. Following the final selection, negotiations can take up to two weeks. The proposed schedule includes four to five weeks of active recruitment, which reflects our suggested minimum timeline. However, this can be adjusted if the City would prefer a longer or accelerated process. An exact schedule will be provided once a firm start date has been provided by the City. If an expedited process is preferred we can reduce the process to about 60 days however we will need ensure review dates and interviews are scheduled early in the process.

Bob Hall & Associates’ Guarantee

The Bob Hall & Associates team guarantees industry-standard services. If within one year following appointment, selected candidate resigns or is terminated for cause, our team will conduct another search free of professional services charges. However, the organization will be expected to pay for incurred costs.

Month 1
•Week 1: Bob Hall & Associates Selected as Search Firm
•Week 2: Bob Hall & Associates meets with the City to establish postition criteria •Week 3 & 4: Active Recruting and Screening
Month 2
•Week 1 & 2: Active Recruting and Screening Continued
•Week 3 & 4: Consultant Interviews, Preliminary Reference Checks, Finalists Selected and Submitted to City
Month 3
•Week 1: Candidate-City Interviews
•Week 2: Candidate Selected and Negotiations
•Week 3: Selection Made

www.bobhallandassociates.com | (714) 309-9104 | [email protected] References
Jarad Hildenbrand, City Manager of Laguna Hills
[email protected]
(949) 707-2610
Patrick Harper, Mayor of Fountain Valley
[email protected]
(714) 593-4403
Karin Schnaider, Assistant City Manager, Tracy
[email protected]
(209) 831-6800
Fred Minagar, MS PE, Mayor of Laguna Niguel
[email protected]
(949) 338-8964
Rigoberto Ramirez, Mayor Pro Tem of Stanton
[email protected]
(714) 890-454
Janine Heft, Mayor Pro Tem of Laguna Hills
[email protected]
(949) 735-0718

PUBLIC HEARINGS

CITY OF SHAFTER

CITY COUNCIL REPORT
MEETING DATE: May 16, 2023
FROM: Gabriel A. Gonzalez, City Manager
PREPARED BY: Alex Gonzalez, Associate Engineer
SUBJECT: APPROVAL OF ANNEXATION NO. 7 OF LANDSCAPE AND
LIGHTING ASSESSMENT DISTRICT NO. LL001-2015 (TRACT
7388 PHASE I-II)

RECOMMENDATION
Council find the requested action is exempt from the California Environmental Quality Act; conduct a public hearing on the question of ordering Annexation No. 7 (Tract 7388 Phase I-II); and adopt Resolution 2922, a Resolution of the City Council of the City of Shafter ordering the Annexation of Territory to Landscape and Lighting Assessment District No. LL001-2015 and Levying Assessments on Land therein commencing Fiscal Year 2023-2024 (Annexation No. 7).

BACKGROUND
At its April 18th, 2023 meeting, the City Council adopted Resolution 2915, which declared the City’s intent to annex Tract 7388 Phase I & II into Landscape and Lighting District No. LL001-2015. The resolution also approved an Engineer’s Report, prepared specifically for this annexation, which provides property tax assessments for the benefitting district lots that should go into effect as early as Fiscal Year 2023-2024. The current district is serving the approved and developed portions of Gossamer Grove. The annexation of property into an existing Landscape & Lighting District is governed by the Landscaping and Lighting Act of 1972 (California Streets and Highways Code Section 22500 through 22679).

The developer and sole owner of the tracts to be annexed, Lennar Homes, requested an expedited process to proceed with the district annexation so that they can fulfill the City’s conditions of approval for recording final maps. In order to accomplish this expedited timeline, they have provided a waiver of the 45-day public hearing notification period required by State law. They have also submitted a completed ballot that officially votes to approve having their subject lots assessed through property taxes for the district’s approved operational costs. These documents are on file with the City Clerk.

The next and final steps necessary to complete the district annexation are a public hearing and, at the conclusion of the hearing, the adoption of a resolution that formally orders the annexation.

APPROVAL OF ANNEXATION NO. 7 OF LANDSCAPE AND LIGHTING ASSESSMENT DISTRICT NO. LL001-2015 (TRACT 7388 PHASE I-II)
- 2 -
For clarification, the initiate proceedings staff report and resolution indicated three phases of Tract 7388 to be annexed into LL001-2015 via Annexation #7, but this tract only contains two phases to be annexed. All of the documentation following the initiate proceedings staff report and resolution, including the Engineer’s Report, reflect this correction.

ANALYSIS
To complete the district annexation, the Council must hold a public hearing regarding the potential annexation and at its conclusion, tally the votes of the property owners to be annexed. After tallying the vote the Council should adopt a resolution ordering the annexation of the property in order for it to be placed on the Kern County Tax Roll.

FISCAL IMPACT
The expansion of the affected landscape and lighting district increases the district's total maintenance costs and associated assessment revenues. This district is designed to be financially self-sustaining and should have no net fiscal impact to the City. The changes in expenses and revenues for this district will be incorporated into future annual budget planning.

CEQA ANALYSIS
The subject residential development under consideration was determined exempt from the California Environmental Quality Act (CEQA), i.e., exempt from the requirements of Division 13 (commencing with Section 21000) of the Public Resources Code, pursuant to Government Code §65457 at the time of project approval. The subject development was determined to be consistent with the adopted Gossamer Grove (formerly Coberly West) Specific Plan and within the scope of the Program Environmental Impact Report (EIR) that was certified for the Coberly West Specific Plan (SCH No. 2004101029). The certified Program EIR adequately describes the activity of the subject residential development as adopted under the Gossamer Grove Specific Plan. Therefore, the proposed activity is exempt from CEQA because it applies only to the same approved residential development.

APPROVED BY THE CITY ATTORNEY
Yes

ALTERNATIVES
The Council can direct staff to form a new lighting and landscape district rather than annexing the two phases of Tract 7388 into an existing district. This alternative would not change the process needed to approve the assessments. Annexations into a current district improve the efficiency of district operations and the annual renewal processes for staff. The Council can also direct staff not to include the tract in an assessment district if there is a concern about burdening new residents with high property taxes. However, this alternative would place the financial burden of maintaining public improvements such as landscaping, street lighting, and block walls on the City's General Fund, which is only sustainable with new sources of revenue.

Based on these considerations, alternative action is not recommended.

APPROVAL OF ANNEXATION NO. 7 OF LANDSCAPE AND LIGHTING ASSESSMENT DISTRICT NO. LL001-2015 (TRACT 7388 PHASE I-II)
- 3 -

NEXT STEPS
Upon adoption of Resolution 2922, the Assessment Engineer will work with the City Clerk to file the required documentation with the County of Kern and add the affected parcels to the tax roll when available.

ATTACHMENTS

1. Resolution 2922

RESOLUTION NO. 2922

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SHAFTER ORDERING THE ANNEXATION OF TERRITORY

TO LANDSCAPE AND LIGHTING ASSESSMENT DISTRICT
NO. LL001-2015 AND LEVYING ASSESSMENTS ON LAND
THEREIN COMMENCING FISCAL YEAR 2023-2024
(ANNEXATION NO. 7)
WHEREAS, on April 18, 2023 the City Council (“City Council”) of the City of Shafter (“City”) adopted Resolution No. 2915 declaring its intention to annex certain territory to Landscape and Lighting Assessment District No. LL001-2015 (“District”), which was designated for purposes of such proceedings as “Annexation No. 7,” and scheduling a public hearing thereon; and
WHEREAS, by Resolution No. 2915, the City Council approved the report of the Public Works Director (“Report”) which contained, among other matters, the proposed assessments to be levied for fiscal year 2023-2024, upon assessable lots and parcels of land within the territory which comprises Annexation No. 7 to the District; and
WHEREAS, by Resolution No. 2915, following waiver by the sole record property owner of Tract 7388 Phase I-II of the notice required by Section 53753 of the Government Code, the City Council established this time and place for the public hearing on the proposed annexation and assessments; and
WHEREAS, the City Council has conducted the public hearing with respect to the annexation of the territory proposed to be annexed to the District and has received a report from the City Clerk regarding the tabulation of the assessment ballots submitted, and not withdrawn, in support of or opposition to the proposed assessments advising that the ballots which were received were voted in favor of the proposed assessments and that a majority protest does not therefore exist.

NOW, THEREFORE, BE IT RESOLVED, determined and ordered by the City Council of the City of Shafter as follows:

Section 1. Findings. The findings recited in the preceding paragraphs are true and correct and are incorporated herein by this reference.

Section 2. Assessment District. The District is Landscape and Lighting Assessment District No.

LL001-2015 of the City of Shafter. The territory which is proposed to be annexed to the District and which comprises Annexation No. 7 is described in the Report and includes all of the property which is within and subject to Tract 7388 Phase I-II in the County of Kern and generally located at the intersection of Gossamer Grove Boulevard and Cotton Creek Drive in the City of Shafter, County of Kern.

Section 3. Improvements. The improvements within and for the District and which shall be provided for Annexation No. 7 to the District through the assessments levied annually on property therein shall include the following:

Shafter City Council Resolution No. 2922
May 16, 2023

(a) the installation or construction of public lighting, facilities, including, but not limited to, street lights and traffic signals;
(b) the installation or planting of landscaping, including, but not limited to, lights, poles, standards, overhead or underground wiring, and distribution facilities; (c) the installation or construction of park or recreational facilities, including, but not limited to, ornamental structures, fences, walls, statuary and fountains; (d) the installation or construction of any facilities which are appurtenant to any improvements listed in (a) through (c) or which are necessary or convenient for the maintenance or servicing thereof including, but not limited to, irrigation, drainage, and electrical facilities; and (e) the maintenance and servicing of any of the foregoing.

Section 4. Annexation. The territory comprising Annexation No. 7, as described in Section 2 hereof, is annexed to Landscape and Lighting Assessment District No. LL001-2015 of the City of Shafter. The diagram of the District, as modified to include Annexation No. 7 and as contained in the Report, is confirmed and is incorporated herein by this reference. Such annexed territory is designated as Annexation No. 7 of the District.

Section 5. Levy of Assessments; Annual Increases; Duration. The assessments proposed to be levied on the lots and parcels within Annexation No. 7 of the District for fiscal year 2023-2024 in the amounts set forth in the Report and in the assessment ballot mailed to and returned by the owners of the property comprising Annexation No. 7 shall be and are confirmed and levied.

Pursuant to Resolution No. 2915, the Resolution of Intention, and as specified in the assessment ballot, the annual amount of the assessment to be levied on each parcel of property in Annexation No. 7 of the District shall be subject to an annual adjustment or increase in an amount equal to the percentage increase in the Consumer Price Index - All Urban Consumers for the Los Angeles - Long Beach – Anaheim Area; provided, however, that the amount of the assessment to be levied on any parcel in any fiscal year shall not be increased by more than four percent (4%) and the amount of the assessment to be levied on any parcel in any fiscal year shall not, in any event, exceed the actual total cost of the proportional special benefit conferred on that parcel. The assessments shall be levied annually on assessable lots and parcels of property in Annexation No. 7 so long as the assessments are necessary to finance the cost of the operation, maintenance and servicing of the improvements specified in Section 3 within and for Annexation No. 7.

Section 6. Filing With the County Auditor. The City Clerk shall cause the diagram and assessment as confirmed and levied hereby to be filed with the County Auditor of the County of Kern as required by Section 22641 of the Streets and Highways Code.

Section 7. CEQA. The annexation is statutorily and categorically exempt from the requirements of the California Environmental Quality Act. The annexation fits within the statutory exemption for decisions involving rates, tolls, fares and other charges, contained within Section 21080 (b)(8) of the Public Resources Code, and Section 15273 of the California Environmental Quality Act Guidelines. Further, the residential development under consideration was determined exempt from the California Environmental Quality Act, i.e., exempt from the requirements of

Shafter City Council Resolution No. 2922
May 16, 2023

Division 13 (commencing with Section 21000) of the Public Resources Code, pursuant to Government Code Section 65457 at the time of project approval. The subject development was determined consistent with the adopted Gossamer Grove (formerly Coberly West) Specific Plan and within the scope of the Program Environmental Impact Report (EIR) that was certified for the Coberly West Specific Plan (SCH No. 2004101029). The certified Program EIR adequately describes the activity of the subject residential development as adopted under the Gossamer Grove Specific Plan. Therefore, the proposed activity is exempt from CEQA because it applies only to the same approved residential development.

Section 8. That the Mayor shall sign this Resolution and the City Clerk shall attest and certify to the passage and adoption thereof.

PASSED, APPROVED AND ADOPTED this 16th day of May, 2023. ________________________________
Chad Givens, Mayor
ATTEST:
________________________________
Yazmina Pallares, City Clerk
APPROVED AS TO FORM:
_______________________________
Marco A. Martinez, City Attorney

MANAGEMENT REPORT

CITY OF SHAFTER

CITY COUNCIL REPORT
MEETING DATE: May 16, 2023
FROM: Gabriel A. Gonzalez, City Manager
PREPARED BY: Rachel Zermeno, Community Engagement Manager SUBJECT: APPROVE COMMUNITY FACILITIES DISTRICT FORMATION

AND SPECIAL COUNSEL FOR OPERATION AND MAINTENANCE

OF POLICE AND FIRE SERVICES

RECOMMENDATION
Council find the action is not defined as a “project” per Section 15378(b)(4) of the CEQA Guidelines; and approve a professional services agreement between the City of Shafter and Koppel & Gruber Public Finance for an amount of $16,850,; and with Nixon Peabody, LLC, for an amount of $12,500, to serve as Special Counsel, both services are for the formation and development of a Community Facilities District (CFD) for Operation and Maintenance to help fund Police and Fire Services for new growth.

BACKGROUND
The City proposes forming a new Community Finance District (CFD) to help fund the gap between property taxes and the cost of providing public safety for new developments. Therefore, staff recently requested a proposal from Koppel & Gruber Public Finance, a consulting firm with extensive experience in supporting municipalities with formation and administration of CFDs for public safety, to assist the City with the formation, annexations, and future administration of a CFD and a proposal from Nixon Peabody, LLP to serve as Special Counsel in connection with the proposed formation of an operational and maintenance side. Nixon Peabody, LLP is a nationally recognized public finance practice with extensive experience in forming CFDs (both O&M and facilities).

ANALYSIS
Pursuant to Shafter Municipal Code, Section 2.68.270, the bidding requirements of the City’s Municipal Code are not required to contract professional services. The Koppel & Gruber Public Finance proposal is $16,850 for the original formation. Future annexations at $4,000 for annexations under 50 parcels, and an additional fee of $500 for each 50 parcel increment. The City will request a deposit from the developers to cover the cost of formation and/or annexation. Ongoing administration will be paid from the annual special tax collections and is proposed at a base fee of $3,900 plus $3 per parcel.

Legal services for the formation of the CFD will be performed by Nixon Peabody, LLP. Their proposal is $12,500 for the original formation. Future annexations at $7,500 for the first annexation and then $5,000 for each annexation thereafter.

APPROVE COMMUNITY FACILITIES DISTRICT FORMATION AND SPECIAL COUNSEL FOR

OPERATION AND MAINTENANCE OF POLICE AND FIRE SERVICES
- 2 -
In consultation with the City Attorney, they concurred with the City Manager recommendation to retain Nixon Peabody, LLP, to provide legal services for the formation of CFD. In the event there were to be a legal challenge the City Attorney firm would defend the City in the claim. This approach avoids any potential conflict.

FISCAL IMPACT
The current fiscal year 2022/2023 has sufficient resources within the City Manager's department to accommodate the cost; therefore, no budget action is required.

CEQA ANALYSIS
The action is not defined as a “project” per Section 15378(b)(4) of the CEQA Guidelines because the action is the formation of a community facilities district and therefore, it is the creation of governmental funding mechanism or other fiscal activity that does not involve any commitment to a specific project that can result in a potentially significant impact and not subject to CEQA.

APPROVED BY THE CITY ATTORNEY

ALTERNATIVES

1. Take No Action; Staff will not proceed with the Community Facilities District (CFD).

2. Staff can seek other proposals. While this alternative may reduce district costs, the recommended action allows the City to move forward with the CFD formation in an expedited manor with the assistance of a proven consultant. Therefore, alternative action is not recommended.

NEXT STEPS
If the City Council wishes to proceed with the formation of a CFD to generate locally controlled revenue to fund Police and Fire Services, Staff recommends that Council approves the Service Agreements between the City of Shafter and Koppel & Gruber Finance and Nixon Peabody, LLP.

ATTACHMENTS

1. CFD Formation Proposal Koppel & Gruber

2. Letter Agreement for Services KOPPEL & GRUBER

3. Proposal Nixon Peabody LLP

4. Letter Agreement for Services Nixon Peabody, LLP

City of Shafter
Proposal to Provide
Community Facilities District
Formation and Optional
Administration Services
Updated
March 22, 2023
EXHIBIT "A"

334 VIA VERA CRUZ, SUITE 256  SAN MARCOS, CALIFORNIA  92078 760.510.0290 FAX 760.510.0288
March 22, 2023
Via Email
Gabriel A. Gonzalez
City Manager
City of Shafter
336 Pacific Avenue
Shafter, CA 93263
RE: PROPOSAL TO PROVIDE COMMUNITY FACILITIES DISTRICT FORMATION AND OPTIONAL

ADMINISTRATION SERVICES - UPDATED
Dear Mr. Gonzalez:

Thank you for reaching out to Koppel & Gruber Public Finance to discuss the City of Shafter’s (“City”) desire to form a community facilities district (“CFD”) to help fund police and fire services.

We are pleased to present our proposal to provide Special District Consulting Services including CFD Formation and optional Administration services for the City.

Lyn Gruber will act as project manager for the City. She will be the City’s day-to-day contact and will be responsible for the accurate and timely delivery of work product, attendance and participation at team meetings. Scott Koppel will provide technical and analytical assistance with formation and be the back up project manager.

It is our objective to provide you with high quality service leading to the successful formation and subsequent administration of the services CFD.

Please feel free to contact me if you have any questions about our proposal. My telephone number is (760) 510-0290 office, (951) 704-4799 cell, or you may email me at [email protected].

Sincerely,
Lyn Gruber
Principal

TABLE OF CONTENTS
I. Project Understanding......................................................................................................... 1 II. Company Information......................................................................................................... 1 III. Resumes ................................................................................................................................ 3 IV. Scope of Formation Services............................................................................................... 4 A. CFD Formation.........................................................................4 B. Scope of Administrative Services (Optional) ............................6 V. Compensation....................................................................................................................... 8 Expenses ............................................................................................8 Billing Structure...................................................................................8

Koppel & Gruber Public Finance 1 Proposal for City of Shafter CFD Formation and Administrative Services
I. PROJECT UNDERSTANDING
Koppel & Gruber Public Finance (“K&G Public Finance”) understands the City of Shafter (“City”) would like assistance with the formation and possible annual administration of a Community Facilities District (“CFD”) which would help fund police and fire services in newly developing areas within the City. It is anticipated that the CFD would be formed on the next new development project with the condition of approval and that the rest of the undeveloped parcels or proposed developments within the City would be designated as a Future Annexation Area.

This approach may provide a streamlined process for annexation of new projects into the services CFD.

II. COMPANY INFORMATION
Koppel & Gruber Public Finance is by design an entrepreneurial firm dedicated to sustainable growth, currently with ten employees. We have been providing consulting services for public agencies since 2004. Additionally, the partners of the firm, Scott Koppel and Lyn Gruber, each have over twenty-five years of consulting services experience. Our office is located in San Marcos, CA.

In addition to CFD Formation and Administration our expertise also includes the following:
Mitigation fee calculation Arbitrage calculations
Municipal disclosure Feasibility studies
GIS Mapping Proposition 218 Noticing
It is K&G Public Finance’s philosophy to provide personalized service with professional expertise to our clients. We understand that time is your staff’s most precious resource and that the CFD is only one of many issues your staff is focused on. Based on our experience, the most successful formations have several common characteristics: a high level of communication, quick turn-around and a team approach among the parties. With this in mind, one of the benefits of a firm our size is that team members will have direct access to the principals and staff involved in the CFD formation. The partners understand the importance of this project to the City and we will be able to respond quickly to issues as they arise, leading to the successful completion of the project.

K&G Public Finance is also committed to providing our clients’ peace of mind with the knowledge that their data is safe. We have invested in cyber security and malware protection.

Koppel & Gruber Public Finance 2 Proposal for City of Shafter CFD Formation and Administrative Services
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intentionally blank

Koppel & Gruber Public Finance 3 Proposal for City of Shafter CFD Formation and Administrative Services
III. RESUMES

LYN GRUBER
Principal
Project Manager
Over 25 years’ experience in
public finance
Expert insights and strategies
on CFD formations
Ms. Gruber will act as Project manager for the City. She will be the City’s day-to-day contact and will be responsible for the accurate and timely delivery of work product and attendance and participation at team and City Council meetings. A seasoned professional with over twenty-five (25) years of experience in public finance, Lyn focuses her attention on CFD formations, special projects, and Proposition 218 compliance. While consulting primarily with school districts and cities, she has formed hundreds of Mello-Roos Community Facilities Districts and maintenance assessment districts; including landscape and lighting, community services, benefit assessments, and CFDs that provide for police and fire services. Ms. Gruber is well known in the municipal finance community for her expert insights and strategies on CFD Formations and was selected to provide expert witness testimony regarding CFDs in a lawsuit filed in San Bernardino County. In addition, she has presented regarding CFDs at UCLA Extension classes and at the annual conferences for both the Municipal Management Analysts of Northern California (MMANC) and the Coalition for Adequate School Housing (CASH). Ms. Gruber holds a Bachelor of Arts from California State University at San Bernardino.

SCOTT KOPPEL
Principal
Back-up Project Manager
technical and analytical
assistance
Over 30 years’ experience
MBA from Cal State San
Marcos
Scott has worked more than thirty (30) years as a consultant, financial analyst and accountant with public agencies throughout California.

Scott will provide a back-up Project Manager role for this project. He will also assist in the special tax analysis and quality control. While serving as project manager, he specialized in the formation of 1913/1915 bonded assessment districts, CFDs and the refinancing of outstanding bond issues including the Marks Roos pooled structures.

Mr. Koppel’s expertise and knowledge of Proposition 218 has led to the successful formation of many maintenance districts including landscaping and lighting districts, benefit assessments and modifications of sewer, water and trash rates. Mr. Koppel has presented regarding Fire Benefit Assessments at the California Special Districts Association’s (CSDA) Annual Conference and has been a frequent presenter on district administration at UCLA and UC Davis extension classes on Special Districts. Mr. Koppel holds an MBA from California State University San Marcos and a Bachelor of Arts degree in Business Administration from the University of Washington.

Koppel & Gruber Public Finance 4 Proposal for City of Shafter CFD Formation and Administrative Services
IV. SCOPE OF FORMATION SERVICES
As Special Tax Consultant, K&G Public Finance will perform the following scope of work in relation to the Formation of the Community Facilities District within City of Shafter.

A. CFD Formation and Annexations

1. Participate in meetings and conference calls as necessary throughout the formation process. Develop effective channels of communication to facilitate the project moving forward in a successful and timely manner and to provide that the City’s stated goals and policy objectives are being met.

2. Prepare an estimated budget for the proposed services to be funded. Costs typically come from the City staff or other consultants, and we will utilize the City’s DIF study for projected development.

3. Prepare a special tax analysis based on the final budget. This analysis may include a variety of special tax categories based on anticipated development. Our analysis will include effective tax rates and maximum special tax coverage. This analysis typically also includes an analysis of the revenue generated from new development to offset the cost of public safety.

The special tax analyses are reviewed with the team, modified if necessary, and finalized prior to moving forward with the formation.

4. Develop the Rate and Method of Apportionment of Special Tax based on the special tax analysis described above. The Rate and Method of Apportionment will be crafted to include a rational basis for spreading the special tax. Our methodologies provide an equitable allocation of special tax burden among future property owners. Additional items considered in the Rate and Method of Apportionment include a practical “trigger” method for classification of parcels into categories.

5. Prepare a boundary map in accordance with the Streets and Highways Code, 18-inch by 26-inch format suitable for recording as well as 8-inch by 11-inch format including the following items.
a) CFD boundary.
b) Identification of IAs and/or Zones.
c) Configuration of Parcels at the time of district formation. This may include either assessor parcel numbers or recorded tract information.

6. Prepare necessary staff reports. We request all reports be reviewed by City Staff for consistency with the City’s format.

7. Review formation documentation prepared by counsel including the Resolution of Intention, Resolution of Formation, and other necessary documents.

8. Attend City Council meetings where the consideration of the Resolution of Intention and Resolution of Formation are on the agenda for consideration.

Koppel & Gruber Public Finance 5 Proposal for City of Shafter CFD Formation and Administrative Services

9. Coordinate the appropriate signatures for the map and record the boundary map after approval by the City Council.

10. Prepare the Community Facilities District Report in accordance with Government Code Section 53321.5. At a minimum the Community Facilities District Report will include the following components:
a) A brief explanation of the annual special tax rates by special tax classification and the Rate and Method of Apportionment.
b) A description of the proposed public services to be funded. c) Cost estimates of the proposed services.

Typically included, although not required are the following components for a facilities CFD:
d) Description of the CFD and a copy of the boundary map.

11. Verify the number of registered voters within the CFD boundaries with the County’s Registrar of Voters.

12. Coordinate the appropriate signatures and record the Notice of Special Tax Lien upon formation of the CFD.

Koppel & Gruber Public Finance 6 Proposal for City of Shafter CFD Formation and Administrative Services
B. Scope of Administrative Services (Optional)
As the CFD Administrator, K&G Public Finance will perform the following scope of work in relation to the Administration of the Community Facilities District.

1. Attend meetings, or phone calls, with respect to the ongoing administration of the CFD.

Develop effective channels of communication to facilitate the smooth administration of the CFD.

2. Create and maintain a database that includes the parcels in the CFD and will include information required for the levy of special taxes.

3. Annually update the parcel database used in maintaining and calculating the annual tax requirements with building permit data, or other taxing triggers, parcel changes, prepaid parcels, County Secured Roll information such as land use, acreage, assessed values and ownership data.

4. Classify parcels by land use classification as defined in the Rate and Method of Apportionment (“RMA”) which typically include Exempt Property, Taxable Property, Developed Property and Undeveloped Property as well as special tax classes as further defined in the RMA.

5. Work with the City to recover all costs associated with the ongoing administration of the CFD, including, but not limited to, staff time, County costs, consultant fees, and legal fees.

6. Determine the annual budget for the CFD, typically called the Special Tax Requirement.

This includes but is not limited to, services, and administrative costs identified in Step 5, funds to be used for reserves.

7. Spread the Special Tax Requirement to the Taxable parcels within the CFD in accordance with the RMA.

8. Prepare Staff reports and Resolutions needed to approve the Annual Levy and provide reports that may be helpful for presentation to the City Council.

9. Place the appropriate charges on the County Tax Roll in the required format and provide the City with a verification of the total amount placed on the tax roll. Research any exceptions and resubmit if possible and/or mail direct billings for parcels not able to be placed on the County Tax Roll.

10. Prepare an Annual Report for the CFDs including the annual budget, a list of valid assessor parcels, the calculated rates for each parcel based upon the rate and method of apportionment, describe development changes, and other pertinent information about the CFD. This provides the City a summary of the calculation of the annual special tax for easy access and reference.

11. Answer property owner questions regarding the CFD or special taxes placed on the tax roll and provide a quarterly report of such communication. This helps to minimize City staff time spent on the CFD. We also provide a toll-free phone number that is placed on the tax bill next to the special tax.

Koppel & Gruber Public Finance 7 Proposal for City of Shafter CFD Formation and Administrative Services

12. Prepare “Notice of Special Tax” as provided for in Government Code 53340.2(b) and 53341.5. A fee of $15.00 may be charged to the requestor.

13. If requested by a person who resides in or owns property within the CFD, prepare an “Annual Report” as provided for in Government Code 53343.1. A fee for the cost of preparing the report may be charged by the City to the requesting party.

14. Respond to Special Tax appeals, confer with City and provide summaries to the City.

15. Compile and submit required annual reports, as necessary, including:
a. CDIAC (California Debt and Investment Advisory Commission) reports, b. California State Controller’s Special District Financial Transactions Report (“State Controller’s Report”),
c. Local Agency Special Tax and Bond Accountability Act required under Government Code Sections 50075.3 or 53411.

Koppel & Gruber Public Finance 8 Proposal for City of Shafter CFD Formation and Administrative Services
V. COMPENSATION
We will provide the above listed Scope of Services for the fees outlined below.

TASK PROPOSED FEE
Formation/Annexation
CFD Formation Services $16,850
CFD Annexation Services (per Annexation) 4,000
Annexations over 50 parcels $500 for each 50-parcel
increment
CFD Administration (Optional)
CFD Administration $3,900 plus $3.00 per parcel
K&G Public Finance will invoice on a monthly basis for formation and quarterly basis for CFD Administration. The quoted fees will be subject to an annual Consumer Price Index increase for Los Angeles-Long Beach-Anaheim, CA All Urban Consumer Price Index (All Items) beginning July 2024.

Expenses
In addition to fees for services, K&G Public Finance shall be reimbursed for direct expenses, including travel, mileage, photocopying, data sources, courier services, overnight delivery, and long-distance telephone expenses. These expenses are billed at our cost; we do not charge an administrative fee or additional expense mark up.

Billing Structure
During the project, K&G Public Finance shall submit invoices at the conclusion of each task.

Hourly Rate Schedule
The following hourly rates will be applied for the services described in the Scope of Services and will not exceed the total fee range as listed above.

TITLE RATE
Principal $240
Senior Associate $185
Associate $135
Production/Administration $85

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MARCH 30, 2023

KOPPEL & GRUBER PUBLIC FINANCE
334 VIA VERA CRUZ, SUITE 256
SAN MARCOS, CA 92078
Re: Letter Agreement for COMMUNITY FACILITIES DISTRICT FORMATION AND

OPTIONAL ADMINISTRATION SERVICES
Dear KOPPEL & GRUBER PUBLIC FINANCE:

PARTIES: This letter shall be our agreement (“Letter Agreement”) regarding the COMMUNITY FACILITIES DISTRICT FORMATION AND OPTIONAL ADMINISTRATION SERVICES described below (“Services”) to be provided by KOPPEL & GRUBER PUBLIC FINANCE (“Contractor”) as an independent contractor to the City of Shafter (“City”) for the City’s COMMUNITY FACILITIES DISTRICT FORMATION AND OPTIONAL ADMINISTRATION SERVICES (“Project”). Contractor is retained as an independent contractor and is not an employee of the City.

SERVICES; SCHEDULE OF PERFORMANCE: The Services to be provided include the following: THE SERVICES TO BE PROVIDED ARE MORE PARTICULARLY DESCRIBED IN THE SCOPE OF SERVICES ATTACHED HERETO AS EXHIBIT “A” AND INCORPORATED HEREIN BY REFERENCE. Services on the Project shall begin immediately and be completed by JUNE 30, 2023, unless extended by the City in writing.

STANDARD OF CARE: Contractor shall perform all Services under this Letter Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California, and consistent with all applicable laws.

Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications, training, and approvals of whatever nature that are legally required to perform the Services, including a City Business License, State Water Resources and/or Regional Water Quality Control Board permits and training, that such licenses and approvals shall be maintained throughout the term of this Letter Agreement, copies of which shall be provided on request.

REPRESENTATIONS OF CONTRACTOR. Contractor represents as follows:
(a) If required by the jurisdiction where this Agreement is to be performed, Contractor has a business license or business tax registration.
(b) Contractor maintains a business location that is separate from the business or work location of City.
(c) Contractor is customarily engaged in an independently established business of the same nature as that involved in the work performed under this Agreement. (d) Contractor actually contracts with other businesses or cities to provide the same or similar services and maintains a clientele without restrictions from the City. (d) Contractor advertises and holds itself out to the public as available to provide the same or similar services.

City of Shafter

KOPPEL & GRUBER PUBLIC FINANCE
Letter Agreement for COMMUNITY FACILITIES DISTRICT FORMATION AND OPTIONAL

ADMINISTRATION SERVICES
MARCH 30, 2023

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77802.00000\24582337.2
SUBSTITUTION OF KEY PERSONNEL: Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Letter Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Letter Agreement for cause. The key personnel for performance of this Letter Agreement are as follows: KOPPEL & GRUBER PUBLIC

FINANCE
COMPENSATION: Compensation for the above services shall be based on the actual amount of time spent in adequately performing the Services, and shall be billed according to the Scope of Services and fees outlined on EXHIBIT “A.” Invoices shall be submitted to the City monthly as performance of the Services progresses. City shall review and pay the approved charges on such invoices in a timely manner.

INSURANCE: Contractor shall provide proof of commercial general liability and automobile insurance to the City in amounts and with policies, endorsements and conditions required by the City for the Services. If Contractor is an employer or otherwise hires one or more employees during the term of this Project, Contractor shall also provide proof of workers’ compensation coverage for such employees which meets all requirements of state law. Contractor shall also provide errors and omissions professional liability insurance appropriate to its profession in an amount, with conditions, and for a term acceptable to the City.

TERMINATION: The City may terminate this Letter Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter Agreement without cause before Project completion, Contractor shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Contractor may terminate this Letter Agreement only upon 30 calendar days' written notice to the City only in the event of City’s failure to perform in accordance with the terms of this Letter Agreement through no fault of Contractor INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s Services, the Project or this Letter Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses.

Notwithstanding the foregoing, to the extent Contractor’s Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor’s obligation to indemnify shall survive expiration or termination of this Letter Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.

LAWS & REGULATIONS; EMPLOYEE/LABOR CERTIFICATIONS: Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements;

City of Shafter

KOPPEL & GRUBER PUBLIC FINANCE
Letter Agreement for COMMUNITY FACILITIES DISTRICT FORMATION AND OPTIONAL

ADMINISTRATION SERVICES
MARCH 30, 2023

(BB&K: Update 2013)
77802.00000\24582337.2
all emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD), the California Air Resources Board (CARB) or other governmental agencies; and all water quality laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board, the Los Angeles Regional Water Quality Control Board and the City. By executing this Letter Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time.

Contractor shall maintain records of its compliance, including its verification of each employee, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Letter Agreement to make the same verifications and comply with all requirements and restrictions provided herein. Contractor's failure to comply or any material misrepresentations or omissions relating thereto shall be grounds for terminating this Letter Agreement for cause. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. Finally, Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment in violation of state or federal law. As provided for in the indemnity obligations of this Letter Agreement, Contractor shall indemnify City against any alleged violations of this paragraph, including, but not limited to, any fines or penalties imposed by any governmental agency.

GOVERNING LAW; VENUE; GOVERNMENT CODE CLAIM COMPLIANCE ATTORNEYS’ FEES:

This Letter Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Letter Agreement, the action shall be brought in a state or federal court situated in Los Angeles County, State of California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Letter Agreement, the prevailing party shall be entitled to recover all reasonable fees and costs incurred, including reasonable attorneys’ fees, as determined by the court.

ASSIGNMENT; AMENDMENT: Contractor shall not assign, sublet, or transfer this Letter Agreement or any rights under or interest in this Letter Agreement without the written consent of the City, which may be withheld for any reason. This Letter Agreement may not be modified or altered except in writing signed by both parties. Except to the extent expressly provided for in the termination paragraph, there are no intended third party beneficiaries of any right or obligation of the Parties.

City of Shafter

KOPPEL & GRUBER PUBLIC FINANCE
Letter Agreement for COMMUNITY FACILITIES DISTRICT FORMATION AND OPTIONAL

ADMINISTRATION SERVICES
MARCH 30, 2023

(BB&K: Update 2013)
77802.00000\24582337.2
ENTIRE AGREEMENT; CONSTRUCTION & CAPTIONS: This is an integrated Letter Agreement representing the entire understanding of the parties as to those matters contained herein, and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder. Since the Parties or their agents have participated fully in the preparation of this Letter Agreement, the language of this Letter Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. The captions of the various paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Letter Agreement.

City of Shafter

KOPPEL & GRUBER PUBLIC FINANCE
Letter Agreement for COMMUNITY FACILITIES DISTRICT FORMATION AND OPTIONAL

ADMINISTRATION SERVICES
MARCH 30, 2023

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77802.00000\24582337.2
If you agree with the terms of this Letter Agreement, please indicate by signing and dating where indicated below. An original, executed copy is enclosed for your records.

CITY OF SHAFTER
Approved by:
_____________________________
Gabriel A. Gonzalez
City Manager
Attest:
_____________________________
Yazmina Pallares
City Clerk

CONTRACTOR
Reviewed and Accepted by Contractor
_____________________________
Signature
_____________________________
Name
_____________________________
Title
_____________________________
Date

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77802.00000\24582337.2

FEE Proposal to The CITY OF
SHAFTER to provide SPECIAL
counsel services
Nixon Peabody LLP
April 5, 2023
Contact:

Danny Kim
Partner
300 South Grand Avenue
Suite 4100
Los Angeles, CA 90071-3151
EXHIBIT "B"

Danny Kim
Partner
T 213-629-6077
[email protected]
Nixon Peabody LLP
300 South Grand Avenue, Suite 4100
Los Angeles, CA 90071-3151
213-629-6000 Via Email
April 5, 2023
Gabriel A. Gonzalez, City Manager
City of Shafter
RE: CFD Formation
On behalf of Nixon Peabody LLP, I would like to express our appreciation for the opportunity to submit our written proposal to serve as special counsel in connection with the proposed formation of an operational and maintenance community facilities district.

Nixon Peabody has a nationally-recognized public finance practice. We are one of the leading public finance firms in California, and our attorneys have extensive experience representing issuers in California. In our Los Angeles office, we have six public finance attorneys and in our San Francisco office we have three public finance attorneys. In the country, we have over 40 public finance attorneys.

I would be the primary attorney in charge of the engagement. I have extensive experience in public finance, project finance and structured finance, and have served as bond counsel for the tax-exempt financing and refinancing of a wide variety of public facilities. I also have extensive experience in forming CFDs (both O&M and facilities). Prior to becoming an attorney, I worked as an auditor with Deloitte & Touche (then a Big Six accounting firm). With my CPA background, I am able to bring a unique skillset to the financing team. I am able to provide not only expertise in the legal field but also in finance.

Fee Proposal. I propose a fee of $12,500 for the original formation and then $7,500 for the first annexation and then $5,000 for each annexation thereafter. We would prepare the following documents in connection with the original formation:

1. Goals and Policies

2. Petition and Waiver by Property Owner

3. Resolution Approving Goals and Policies and Intention to Form CFD

4. Notice of Public Hearing

5. Resolution of Formation

6. Resolution Calling a Special Election

7. Resolution Canvassing Results of Special Election

8. Ordinance Levying Special Taxes

9. Notice of Special Tax Lien

This fee quote assumes that the formation would proceed in due course and would not involve extraordinary complications or delays once initiated, or litigation or threatened litigation challenging the CFD. We request an opportunity to discuss modifications of our fees to the extent unforeseeable circumstances arise.

Thank you for this opportunity to present our qualifications and fee proposal.

Sincerely,
Danny Kim
Partner

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5/16/2023

NIXON PEABODY LLP
300 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071-3151
Re: Letter Agreement for PROVIDE SPECIAL COUNSEL SERVICES FOR

COMMUNITY FACILITIES DISTRICT (CFD) FORMATION
Dear Danny Kim, Nixon Peabody, LLP:

PARTIES: This letter shall be our agreement (“Letter Agreement”) regarding the

PROVIDE SPECIAL COUNSEL SERVICES FOR COMMUNITY FACILITIES DISTRICT (CFD) FORMATION described below (“Services”) to be provided by NIXON PEABODY, LLP (“Contractor”) as an independent contractor to the City of Shafter (“City”) for the City’s COMMUNITY FACILITIES DISTRICT (CFD) FORMATION (“Project”). Contractor is retained as an independent contractor and is not an employee of the City.

SERVICES; SCHEDULE OF PERFORMANCE: The Services to be provided include the following: THE SERVICES TO BE PROVIDED ARE MORE PARTICULARLY DESCRIBED IN THE SCOPE OF SERVICES ATTACHED HERETO AS EXHIBIT “B” AND INCORPORATED HEREIN BY REFERENCE Services on the Project shall begin immediately and be completed by JUNE 30, 2023, unless extended by the City in writing.

STANDARD OF CARE: Contractor shall perform all Services under this Letter Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California, and consistent with all applicable laws.

Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications, training, and approvals of whatever nature that are legally required to perform the Services, including a City Business License, State Water Resources and/or Regional Water Quality Control Board permits and training, that such licenses and approvals shall be maintained throughout the term of this Letter Agreement, copies of which shall be provided on request.

REPRESENTATIONS OF CONTRACTOR. Contractor represents as follows:
(a) If required by the jurisdiction where this Agreement is to be performed, Contractor has a business license or business tax registration.
(b) Contractor maintains a business location that is separate from the business or work location of City.
(c) Contractor is customarily engaged in an independently established business of the same nature as that involved in the work performed under this Agreement. (d) Contractor actually contracts with other businesses or cities to provide the same or similar services and maintains a clientele without restrictions from the City.

City of Shafter

NIXON PEABODY, LLP
Letter Agreement for PROVIDE SPECIAL COUNSEL SERVICES FOR COMMUNITY FACILITIES

DISTRICT (CFD) FORMATION
MAY 16, 2023

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77802.00000\24582337.2
(d) Contractor advertises and holds itself out to the public as available to provide the same or similar services.

SUBSTITUTION OF KEY PERSONNEL: Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Letter Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Letter Agreement for cause. The key personnel for performance of this Letter Agreement are as follows: NIXON PEABODY, LLP.

COMPENSATION: Compensation for the above services shall be based on the actual amount of time spent in adequately performing the Services, and shall be billed according to the Scope of Services and fees outlined on EXHIBIT “B.” Contractor’s invoice shall include a detailed description of the Services performed. Invoices shall be submitted to the City monthly as performance of the Services progresses. City shall review and pay the approved charges on such invoices in a timely manner.

INSURANCE: Contractor shall provide proof of commercial general liability and automobile insurance to the City in amounts and with policies, endorsements and conditions required by the City for the Services. If Contractor is an employer or otherwise hires one or more employees during the term of this Project, Contractor shall also provide proof of workers’ compensation coverage for such employees which meets all requirements of state law. Contractor shall also provide errors and omissions professional liability insurance appropriate to its profession in an amount, with conditions, and for a term acceptable to the City.

TERMINATION: The City may terminate this Letter Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter Agreement without cause before Project completion, Contractor shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Contractor may terminate this Letter Agreement only upon 30 calendar days' written notice to the City only in the event of City’s failure to perform in accordance with the terms of this Letter Agreement through no fault of Contractor INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s Services, the Project or this Letter Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses.

Notwithstanding the foregoing, to the extent Contractor’s Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor’s obligation to indemnify shall survive expiration or termination of this Letter Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.

LAWS & REGULATIONS; EMPLOYEE/LABOR CERTIFICATIONS: Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any

City of Shafter

NIXON PEABODY, LLP
Letter Agreement for PROVIDE SPECIAL COUNSEL SERVICES FOR COMMUNITY FACILITIES

DISTRICT (CFD) FORMATION
MAY 16, 2023

(BB&K: Update 2013)
77802.00000\24582337.2
manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements; all emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD), the California Air Resources Board (CARB) or other governmental agencies; and all water quality laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board, the Los Angeles Regional Water Quality Control Board and the City. By executing this Letter Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time.

Contractor shall maintain records of its compliance, including its verification of each employee, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Letter Agreement to make the same verifications and comply with all requirements and restrictions provided herein. Contractor's failure to comply or any material misrepresentations or omissions relating thereto shall be grounds for terminating this Letter Agreement for cause. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. Finally, Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment in violation of state or federal law. As provided for in the indemnity obligations of this Letter Agreement, Contractor shall indemnify City against any alleged violations of this paragraph, including, but not limited to, any fines or penalties imposed by any governmental agency.

GOVERNING LAW; VENUE; GOVERNMENT CODE CLAIM COMPLIANCE ATTORNEYS’ FEES:

This Letter Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Letter Agreement, the action shall be brought in a state or federal court situated in Los Angeles County, State of California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Letter Agreement, the prevailing party shall be entitled to recover all reasonable fees and costs incurred, including reasonable attorneys’ fees, as determined by the court.

ASSIGNMENT; AMENDMENT: Contractor shall not assign, sublet, or transfer this Letter Agreement or any rights under or interest in this Letter Agreement without the written consent of the City, which may be withheld for any reason. This Letter Agreement may not be modified or altered except in writing signed by both parties. Except to the extent expressly provided for in the termination paragraph, there are no intended third party beneficiaries of any right or obligation of the Parties.

City of Shafter

NIXON PEABODY, LLP
Letter Agreement for PROVIDE SPECIAL COUNSEL SERVICES FOR COMMUNITY FACILITIES

DISTRICT (CFD) FORMATION
MAY 16, 2023

(BB&K: Update 2013)
77802.00000\24582337.2
ENTIRE AGREEMENT; CONSTRUCTION & CAPTIONS: This is an integrated Letter Agreement representing the entire understanding of the parties as to those matters contained herein, and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder. Since the Parties or their agents have participated fully in the preparation of this Letter Agreement, the language of this Letter Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. The captions of the various paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Letter Agreement.

City of Shafter

NIXON PEABODY, LLP
Letter Agreement for PROVIDE SPECIAL COUNSEL SERVICES FOR COMMUNITY FACILITIES

DISTRICT (CFD) FORMATION
MAY 16, 2023

(BB&K: Update 2013)
77802.00000\24582337.2
If you agree with the terms of this Letter Agreement, please indicate by signing and dating where indicated below. An original, executed copy is enclosed for your records.

CITY OF SHAFTER
Approved by:
_____________________________
Gabriel A. Gonzalez
City Manager
Attest:
_____________________________
Yazmina Pallares
City Clerk

CONTRACTOR
Reviewed and Accepted by Contractor
_____________________________
Signature
_____________________________
Name
____________________
Title
_____________________________
Date

(BB&K: 2013)
77802.00000\24582337.2