HomeMy WebLinkAboutBest, Best & Krieger, LLP - 2002-07-01su . ity Contracts Submittal to
City Clerk's Office
Hum ' Beach,
To: -2 City Clerk-'`
.r'
1. Name of Contractor: Best Best & Krieger y
s
0-
2. Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake — Huntington Central Park
Bond counsel for Block 1041105 (CIMGroup)
3. Amount of Contract: $3,500
Copy of contract distributed to: The ORIGINAL insurance certificate/waiver sent to Risk
Management
Initiating Dept._
City Treasurer _ ORIGINAL bonds sent to Treasurer
City Attomey's Office
Date: 8/11/04
g:/AttymisGforms/city clerk contract transmittal.doc
•
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AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY
OF HUNTINGTON BEACH. AND BEST, BEST & KRIEGER, LLP
FOR BOND COUNSEL FOR THE BLOCK 104/105
REDEVELOPMENT PROJECT (CIM GROUP)
THIS AMENDMENT is made and entered into by and between the City of Huntington
Beach, a municipal corporation of the State of California (hereinafter "City") and Best, Best &
Krieger, LLP a California limited liability partnership (hereinafter "Legal Counsel.")
WHEREAS, City and Legal Counsel are parties to that certain Agreement entered into.
in 2002, entitled "AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND
BEST, BEST & KRIEGER, LLP FOR BOND COUNSEL REGARDING THE BLOCK
104/105 REDEVELOPMENT PROJECT (CIM GROUP) (hereinafter "the Original
Agreement"); and
The parties desire to amend the Original Agreement as it relates to fees,
NOW, THEREFORE, the parties do hereby agree as follows:
SECTION 2..of the Original Agreement entitled Fees, is hereby amended to read
as follows:
SECTION 2. Fees .
A. Legal Counsel's fee for serving as bond counsel shall be contingent upon the issuance
of the Community Facilities District bonds. The fee shall be determined according to the
following schedule:
Amount Fee
$5,000,000 or less $30,000
$5,000,001 to $15,000,000 $30,000 plus .20% of the excess over $5,000,000
$15,000,001 to $25,000,000 $50,000 plus .15% of the excess over $15,000,000
$25,000,000 or more $65,000 plus .10% of the excess over $25,000,000
In addition, costs shall not exceed Three Thousand Five Hundred Dollars ($3,500.00).
B. Fees - and costs of preparing the first two drafts of the funding and acquisition
agreement, operating agreement and preparation and review of any other ancillary agreement,
including a reciprocal easement agreement, will be included in the fee schedule set forth in
Section A ("Fee Schedule"). However, that negotiation and drafting of additional drafts will be
04agreeBB&K amend CIM/7/14/04
billed at an hourly rate of $250 per hour and will be in addition to the Fee Schedule set forth
above. The fees billed will be payable solely from a deposit of the developer of the project and
may be reimbursed to the developer from the proceeds of the bonds at closing.
2. REAFFIRMATION
Except as specifically modified herein, all other provisions of the Original Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed by
and through their authorized officers on 2004.
BEST BEST & KRIEGER-LLP
u &
/ print name
Its: Partner
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of
California
Aq 6'0?�
Director of conomic Development
4PPROVED AS TO FORM:
City Attorney 0 '�r#A III to
REVIEWED AND APPROVED:
City Admi Istrator
04agreeBB&K amend cimn/14/04 2
0
RECEIVED
_. JUL 1 5 2004
ti :i8ty 4o� Artttunuomng�on waci
eds OMcp
S
u Contracts Checklist for Submittal to
City Clerk's Office
(Please transmit this form when your contract is ready to be filed in the City Clerk's office)
To: Connie Brockway, City Clerk
x5404
1. Name of Contractor: Best, Best & Krieger, LLP
2. Purpose of Contract: Bond counsel for the proposed Community Facilities District for
Block 104/105 redevelopment project (CIM Group).
3. Expiration Date: 3 years.
4. Amount of Contract: Amount depends upon whether or not the bonds are passed by the voters
A. Is the attached contract RELATED to a PREVIOUSLY SUBMITTED contract (renewal/amendment/etc)? ❑ YES 09 NO
B. Did you attach the LIST OF CONSULTANTS from whom proposals were requested — pursuant to HBMC 3.03.100? ❑ YES Z N/A
OR Is the attached contract a SOLE SOURCE? ❑ YES ❑ N/A
C. Did you attach a COPY of the insurance certificate/waiver and send the ORIGINAL to Risk Management? 51YES
PLEASE INCLUDE: CITY CLERK'S OFFICE USE ONLY:
Leonie Mulvihill ext. 5555
Name/Extension
City Attorney
Department
g1forms/city clerk contract checklist.doc
•
11
AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH
AND BEST, BEST & KRIEGER, LLP
FOR BOND COUNSEL REGARDING
THE BLOCK 104/105 REDEVELOPMENT PROJECT (CIM GROUP)
THIS AGREEMENT is made and entered into this -19- day of JU 2002,
by and between the CITY OF HUNTINGTON BEACH ("City") and BEST, BEST &
KRIEGER, LLP ("Legal Counsel")
WHEREAS, City desires to employ bond counsel in connection with the proposed
Community Facilities District for the Block 104/105 Redevelopment Project (CIM Group)
("Project");
Legal Counsel represents that it is ready, willing and able to provide the legal services to
the City;
NOW, THEREFORE, the parties hereto mutually agree as follows:
SECTION 1. Employment. City hereby employs Legal Counsel and Legal Counsel
hereby accepts such employment to serve as bond counsel to the City in connection with the
proposed Project. In serving as bond counsel for the proposed Project, Legal Counsel shall
perform the services described in the Scope of Services attached hereto as Exhibit A.
SECTION 2. Fees. Legal Counsel's fee for serving as disclosure counsel shall be
contingent upon the issuance of the Community Facilities District bonds. The fee shall be
determined according to the following schedule:
Mulvihill/02UP/M&K-Block 104-105
Amount
$5,000,000 or less
$5,000,001 to $15,000,000
$15,000,001 to $25,000,000
$25,000,000 or more
Fee
$30,000
$30,000 plus .20% of the excess over $5,000,000
$50,000 plus .15% of the excess over $15,000,000
$65,000 plus .10% of the excess over $25,000,000
In.addition, costs shall not exceed Three Thousand Five Hundred Dollars ($3,500.00).
SECTION 3. Reporting. In performing legal services under this Agreement, Legal
Counsel shall work under the direction and control of the City Attorney and shall not render
additional legal services other than those specified in this Agreement without the advance
concurrence of the City Attorney. Legal Counsel shall consult with the City Attorney on the
strategy and conduct of the case and shall not file any motions without prior approval of the City
Attorney.
SECTION 4. Termination. This Agreement may be terminated by the City at any
time by giving written notice to Legal Counsel with or without cause. In the event of
termination, all finished and unfinished documents, pleadings, exhibits, reports, and evidence
shall, at the option of the City, become its property and shall be delivered to it by Legal Counsel.
SECTION 5. Hold Harmless. Legal Counsel shall protect, defend, indemnify and
hold harmless City, its officers, officials, employees and agents from and against any and all
liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation
of every nature) arising out of or in connection with Legal Counsel's performance of this
Agreement or its failure to comply with any of its obligations contained in this Agreement,
except such loss or damage which was caused by the negligence or willful misconduct of the
City.
2
Mulvihill/02UP/BB&K-Block 104-105
SECTION 6. Independent Contractor. Legal Counsel is, and shall be, acting at all
times in the performance of this Agreement as an independent contractor herein and not as an
employee of City. Legal Counsel shall secure at its expense and be responsible for any and all
payment of income tax, social security, state disability insurance compensation, unemployment
compensation, Workers' Compensation, and payroll deductions for Legal Counsel and its
officers, agents and employees, and all business licenses, if any, in connection with the services
to be performed hereunder.
SECTION 7. Workers' Compensation. Legal Counsel shall comply with. all of the
provisions of the Workers' Compensation Insurance and Safety Acts of the State of California,
the applicable provisions of Division 4-and 5 of the California Labor Code and all amendments
thereto; and,all similar state or federal acts or laws applicable; and shall indemnify, defend and
hold harmless City from and against all claims, demands, payments, suits, actions, proceedings -
and judgments of every nature and description, including attorneys' fees and costs presented,
brought or recovered against City, for or on account of any liability under any of said acts which
may be incurred by reason of any work to be performed by Legal Counsel under this Agreement.
SECTION 8. Professional Liability Insurance. Legal Counsel shall furnish a
professional liability insurance policy covering the work performed by it hereunder. Said policy
shall provide coverage for Legal Counsel's professional liability in an amount not less than
$1,000,000 per occurrence and in the aggregate. A claims made policy shall be acceptable if the
policy further provides that:
The policy retroactive date coincides with or precedes the professional services
contractor's start of work (including subsequent policies purchased as renewals or
replacements).
Mulvihill/02RHM&K-Block 104-105
2. Legal Counsel will make every effort to maintain similar insurance during the
required extended period of coverage following project completion, including the
requirement of adding all additional insureds.
If insurance is terminated for any reason, Legal Counsel agrees to purchase an
extended reporting provision of at least two (2) years to report claims arising from
work performed in connection with this Agreement.
4. The reporting of circumstances of incidents that might give rise to future claims.
Under no circumstances shall this insurance contain a self -insured retention, or a
"deductible" or any other similar form of imitation on the required coverage in
excess of $10,000.
SECTION 9. Certificates of Insurance. Prior to commencing performance of the
work hereunder, Legal Counsel shall furnish to City certificates of insurance subject to approval
of the City Attorney evidencing the foregoing insurance coverages as required by this
Agreement; said certificates shall:
provide the name and policy number of each carrier and policy;
2. shall state that the policy is currently in force; and
3. shall provide that such policies shall not be suspended, voided or canceled by
either party, reduced in coverage or in limits except after thirty days prior written
notice; however, ten days prior written notice in the event of cancellation for
nonpayment of premium.
Legal Counsel shall maintain the foregoing insurance coverages in force until the work
under this Agreement is fully completed and accepted by City.
The requirement for carrying the foregoing insurance coverages shall not derogate from
the provisions for indemnification of City by Legal Counsel under the Agreement. City or its
4
Mulvihi11/02RHM&K-Block 104-105
representative shall at all times have the right to demand the original or a copy of all said policies
of insurance. Legal Counsel shall pay, in a prompt and timely manner, the premiums on all
insurance hereinabove.required.
SECTION 10. Responsible Attorney. Legal Counsel hereby appoints KIM
BYRENS as the attorney primarily responsible for the services rendered hereunder. Primary
responsibility for the work shall rest with KIM BYRENS, and no work will be assigned to
attorneys within the firm without the written consent of the City Attorney.
SECTION 11. Delegation. This Agreement is a personal services agreement, and the
services provided hereunder shall not be performed by or delegated to any person or entity other
than Legal Counsel without the express prior written approval of the City..Attbrney.
SECTION 12. Modification. No waiver or modification of this Agreement or of
any covenant, condition, or limitation herein contained shall _be valid unless in writing and duly
executed by the party to be charged therewith.
SECTION 13. City Employees and Officials. Legal Counsel shall not employ any
City official or any regular City employee in the work performed pursuant to this Agreement.
No officer or employee of City shall have any financial interest in this Agreement in violation of
California Government Code Section 1090, et seq.
SECTION 14. Immigration. Legal Counsel shall be responsible for full
compliance with the immigration and naturalization laws of the United States and shall, in
particular, comply with the provisions of 8 U.S.C. § 1324a regarding employment verification.
SECTON 15. Nondiscrimination. Legal Counsel agrees not to discriminate against
any person or class of persons by reason of sex, age, race, color, creed, physical handicap, or
national origin in employment practices and in the activities conducted pursuant to this
agreement, in accordance with Government Code § 19702.
5
Mulvihill/02RFP/BB&K-B1och 104-105
SECTION 16. Notices. Any notices or special instructions required to be given in
writing under this Agreement shall be given either by personal delivery to Legal Counsel or to
the City Attorney as the situation shall warrant, or by enclosing the same in a sealed envelope, -
postage prepaid, and depositing the same in the United States Postal Services, addressed as
follows:
TO CITY:
Gail Hutton, City Attorney
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Telephone: (714) 536-5555
Facsimile:.- (714).374-1590:
TO LEGAL COUNSEL:
BEST, BEST. & KRIEGER, LLP
3750 University Avenue
Riverside, CA 92501
Telephone: (909) 686-1450
Facsimile: (909) 682-4612
SECTION 17. Entire Agreement. This Agreement contains the entire agreement
between the parties respecting the subject matter of this Agreement and supersedes all prior
understandings and agreements, whether oral or in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized officers the day, month and year first above written.
BEST, BEST & KRIEGER, LLP
Attorneys at Law
Name: ki
or
Its: General Partner
6
Mulvihill/02UP/BB&K-Block 104-105
CITY OF HUNTINGTON BEACH,
a municipal corporation of the
State of California
City Attor-ney
APPROVED AS TO FORM:
City Attorney VITMq1lot-
REVIEWED AND AND APPROVED:
.,�-V1
Cit dministrator
AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH
AND BEST, BEST & KRIEGER, LLP
FOR BOND COUNSEL REGARDING
THE BLOCK 104/105 REDEVELOPMENT PROJECT (CIM GROUP)
Table of Contents
Section
1 Employment
2 Fees
3 Reporting
4 Termination
5 Hold Harmless
6 Independent Contractor
7 Workers' Compensation
8 Professional Liability Insurance
9 Certificates of Insurance
10 Responsible Attorney .
11 Delegation
12 Modification
13 City Employees and Officials.
14 Immigration
15 Nondiscrimination
16 Notices
17 Entire Agreement
Page
I
1
2
2
2
3
3
3
4
5
5
5
5
5
5
6
6
EXHIBIT A
SCOPE OF SERVICES FOR CFD
Scope of Services. Legal Counsel will confer and consult with City staff, its financial advisor,
disclosure counsel and other consultants on all matters relating to the community facilities
district including participation in the review and selection of appropriate financing methods.
Legal Counsel will assist the City in determining an appropriate rate and method of the special
tax based upon its experience. Legal Counsel will attend all meetings of the City's staff,
consultants and underwriter at which financing methods are to be discussed and analyzed for
successful completion of the financing. Legal Counsel is available to engage in these services
,according to the City's time schedule.
With respect to the Mello -Roos community facilities district bonds (the "CFD Bonds"), Legal
Counsel's services will include the preparation of all materials necessary for the proper
formation of the community facilities district, including assisting the City with the preparation of
a statement of local policies and goals with respect to. community facilities districts within the
City, if necessary. Legal Counsel will review the special tax for its assurance that the tax
complies with state and federal limitations. Legal Counsel will prepare all agreements,
resolutions, notices, bond forms and all other legal documents required by California law for the
execution,.sale and delivery of the CFD Bonds. Legal Counsel will review the agreements with
the developers to ensure that there are no provisions which could jeopardize the federal tax
exemption of interest on the CFD Bonds, such as covenants of the developer to guarantee the
payment of the special taxes of the community facilities district (other than according to the rate
and method of apportionment of the special tax).
Legal. Counsel. will review -the. overall plans of private and public financing to determine how
tax-exempt Mello -Roos funds, Agency tax increment and private loans may be allocated among
all of the cost of the Project. _
Legal Counsel shall assist in presenting information to bond rating organizations and municipal
bond insurance companies. Legal Counsel shall advise the City regarding all disclosure issues
necessary for the Bond issue; participate and assist the City's staff, disclosure counsel, financial
advisor and/or underwriter in the preparation and review of an official statement and other
disclosure documents to be used in connection with the offering and sale of the Bonds, including
rendering a 1 Ob-5 opinion to the City, and, at the City's request, conduct a briefing of the City's
staff and Council as to the content and sufficiency of all disclosure material.
Legal Counsel shall prepare and complete all validation proceedings deemed necessary by the
City, including the preparation of a non -arbitrage certificate for federal income tax purposes.
Subject to completion of the financing to Legal Counsel's satisfaction, Legal Counsel will issue
its approving legal opinion to the purchasers of the CFD Bonds to the effect that all proceedings
have been legally undertaken for the authorization, execution, sale and delivery of the CFD
Bonds or other transactions relating to the financing and that interest paid with respect to the
Bonds is excluded from gross income for federal income tax purposes and is exempt from State
of California personal income tax. Legal Counsel will also issue appropriate supplemental
opinions and certificates as may be necessary or appropriate. Legal Counsel shall prepare and
provide a complete transcript of the conduct of the proceedings necessary to accompany the
issuance of the Bonds.
Finally, Legal Counsel will confer and consult with City officials with respect to problems which
may arise during the period of servicing and payment of the CFD Bonds and provide any and all
other services commonly expected of bond counsel.
-51-22-A2 00:10 FR01h- --
--- T 356 P,02/03
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�a1 Ins Fin Srvcs, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
1371 Latham treet Suite 101 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PO Box 534S COMPANIES AFFORDING COVERAGE
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909-788-BSOO fax909-788-2994 A
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INDICATED, NO ITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE M Y BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS A D CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO TYPE OF SURANCE POLICY NUMBER POUCY EFFECTNR POLICY EXPIRATION UMITS
LTR DATE IMM/DO/YYi DATE iMM/DD/YYI
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OFFICERS ARE; EXCL
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DESCRIPTION OF 0 RATIONSILOCATIONS/VEHICLES/SPECIAL'fTEM6
The City of x ncington Baaoh, its officers, officials, employees and agents are named as
dittonal in ured as per attached CL/BP 22 40. The Hold marmlese Agreement applies as specified in contract.
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Agency Name and Address: THIS CERTIFICATE IS ISSUED AS A MATTER OF
Professional Practice INFORMATION ONLY AND CONFERS NO RIGHTS UPON
Insurance Brokers, Inc. THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES
2244 West Coast Highway, Suite 200 NOT AMEND, EXTEND OR ALTER THE COVERAGE
Newport Beach, CA 92663 AFFORDED THE POLICIES LISTED BELOW.
Insureds Name and Address:
Best, Best & Krieger, LLP
3750 University, Suite 400
Riverside, CA 92502
Attn: Coleen
Fax:909-686-3083
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COVERAGES: THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH POLICIES.
TYPE OF INSURANCE POLICY NUMBER EFF.DATE EXP.DATE
GENERAL LIABILITY
❑ Commercial General Liability
❑ Claims Made
❑ Occurrence
❑ Owner's and Contractors
Protective
AUTO LIABILITY
❑ Any Automobile
All Owned Autos
❑ Scheduled Autos
❑ Hired Autos
❑ Non -owned Autos
❑ Garage Liability
EXCESS LIABILITY
❑ Umbrella Form
❑ Other than Umbrella Form
WORKERS'
COMPENSATION
AND EMPLOYER'S.
LIABILITY
A
PROFESSIONAL
P02601
09/01/01
09/01/03
LIABILITY'
Description of Operations/LocationsNehicles/Restrictions/Special items:
EVIDENCE OF INSURANCE
Certificate Holder:
City of Huntington Beach
Attn: Gail Hutton_, City Attorney
4000 Main St.
Huntington Beach, CA 92648
POLICY LIMITS
General Aggregate:
Products-Com/Ops
Aggregate:
Personal and Adv. Injury:
Each Occurrence:
Fire Dmg. (any one fire):
Combined Single Limit:
Bodily Injury/person:
Bodily Injury/accident:
Property Damage:
Each Occurrence:
Aggregate:
Statutory Limits
Each Accident:
Disease/Policy Limit:
Disease/Employee:
Per Clalm $1,000,000
Aggregate $1,000,000
$0
THE AGGREGATE LIMIT IS THE TOTAL INSURANCE AVAILABLE FOR CLAIMS PRESENTED
WITHIN THE POLICY FOR ALL OPERATIONS OF THE INSURED.
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING COMPANY, ITS AGENTS OR REPRESENTATIVES WILL MAIL 30
DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, EXCEPT IN
THE EVENT OF CANCELLATION FOR NON-PAYMENT OF PREMIUM IN WHICH CASE 10 DAYS
NOTICE WILL BE GIVEN.
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UABILM
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Schedule
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Name
Pman or Orgoninflon:
44
City. o
Huntington Beach, its officers, officials, employees and agents
T-358 P.03/03 F-214
WA'RpROMD -IS TO FOR'A:,
is City Attorn7
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cr SECTIO II - WHO IS AN INSUREU is amended to include as Schedule, but only with respect to liability arising out of
an ins red the person nr organirariun shown, in the 'your work' for that insured by or for you.
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Mailing List — Bond Counsel/Disclosure Counsel
Paul Thimmig
Quint & Thimmig, LLP
One Embacadero Center, Suite 2420
San Francisco, CA 94111
(415)765-1550
Andy Hall
Jones Hall
650 California Street, 18`h Floor
San Francisco, CA 94108-272
Kim Byrens
Best Best & Krieger, LLP
100 Mission Square
3750 University Avenue
Riverside, CA 92501
(909)686-1450
GAMulvihiII\2001 RFPWailing List.doc