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Home My WebLink AboutJones Hall - 2006-05-01Council/Agency Meeting Held: 6 Deferred/Continued to: WF-, Approved ❑ Conditionally Approved ❑ Denied I Ci erk' ignat Council Meeting Date: 5/1/2006771 Department ID Number: ED 06-16 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: HONORAB E MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: PENEL E CU RET� T�CITY ADMINISTRATOR PREPARED BY: Stanley Smalewitz, Director of Trqnomic Development Jennifer McGrath, City Attorn SUBJECT: Approve Agreements for Legal Services Regarding the Pacific City Community Facilities District Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: The Economic Development Department and the City Attorney's Office of the City of Huntington Beach are assisting with the formation of a Community Facilities District (CFD) for the Pacific City project. The services of Bond Counsel and Disclosure Counsel are required to form the CFD and issue the bonds. The agreements for these services need to be approved by City Council. Funding Source: Community Facilities District Bond proceeds. There is no impact on the General Fund. Recommended Action: Move to: 1. Approve the Agreement between the City of Huntington Beach and Quint & Thimmig, LLP for Bond Counsel Services regarding the Pacific City Community Facilities District. 2. Approve the Agreement between the City of Huntington Beach and Jones Hall for Disclosure Counsel Services regarding the Pacific City Community Facilities District. Alternative Action(s): Move to not approve the agreements for legal services. camUJI f a co iJ _.. 8-) ..... r.V REQUEST FOR ACTION MEETING DATE: 5/1/2006 DEPARTMENT ID NUMBER:Ed 06-16 Analysis: The Economic Development Department and the City Attorney's Office of the City of Huntington Beach is assisting Makar Properties, LLC in creating a Community Facilities District (CFD) for the Pacific City project. The proposed CFD is to fund public improvements through a tax-exempt bond issue. In order to create a CFD, the legal services of Bond Counsel and Disclosure Counsel are needed to form the District and issue the bonds. These services are eligible costs payable from bond proceeds. Responding to the City's Request for Proposals, Quint and Thimmig LLP was selected as Bond Counsel and Jones Hall was selected as Disclosure Counsel. The Agreements are provided as Attachments 1 and 2. Under the terms of the agreements, both firms shall work under the direction and control of the City Attorney and shall not render additional legal services other than those specified. Both contracts provide that the fees shall solely be paid from the bond proceeds. The City will not incur any costs for these legal services. Environmental Status: Not Applicable. Attachment(s): 1. Agreement between the City of Huntington Beach and Quint & Thimmig, LLP for Bond Counsel regarding the Pacific City Community Facilities District 2. Agreement between the City of Huntington Beach and Jones Hall for Disclosure Counsel regarding the Pacific City Community Facilities District G:\Carol\Administration\RCA\ED06-16.doc -2- 4/14/2006 9:39 AM See Original RCA in file for Quint & Thimmig, LLP Approved at the same Council Meeting of 5/ l /06 See Agreement in separate file for Quint & Thimmig, LLP (Attachment # 1) Approved at the same Council Meeting of S/ 1 /06 ATTACHMENT #2 AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND JONES HALL FOR DISCLOSURE COUNSEL SERVICES REGARDING THE PACIFIC CITY COMMUNITY FACILITIES DISTRICT Table of Contents Section Page 1 Employment 1 2 Fees 1 3 Reporting 2 4 Termination 2 5 Hold Harmless 2 6 Independent Contractor 3 7 Workers' Compensation 3 8 Professional Liability Insurance 3 9 Certificates of Insurance ". 4 10 Responsible Attorney . 5 11 Delegation 5 12 Modification 5 13 City Employees and Officials. 5 14 Immigration 5 15 Nondiscrimination 5 16 Notices 6 17 Entire Agreement 7 g/1\4ulvihill/05RFP/Disclosure Counsel -Pacific City -Jones Hall AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND JONES HALL FOR DISCLOSURE COUNSEL REGARDING THE PACIFIC CITY COMMUNITY FACILITIES DISTRICT THIS AGREEMENT is made and entered into this / sT day of —�—, 2006, by and between the CITY OF HUNTINGTON BEACH ("City") and JONES HALL, a Professional Law Corporation ("Legal Counsel"). WHEREAS, City desires to employ disclosure counsel in connection with the proposed Community Facilities District for the Pacific City 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 disclosure counsel to the City in connection with the proposed Community Facilities District for the Pacific City Project. In serving as disclosure counsel for the Community Facilities District, 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 $40,000 per transaction. In addition, costs shall not exceed One Thousand Five Hundred Dollars ($1,500). 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 1 g/Mulvihill/05RFP/Disclosure Counsel -Pacific City -Jones Hall additional legal services other than those specified in this Agreement without the advance concurrence 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. 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 2 g/Mulvihill/05RFP/Disclosure Counsel -Pacific City -Jones Hall 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 $5,000,000 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). 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. 3. 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 $250,000. 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 3 g/Mulvihill/05RFP/Disclosure Counsel -Pacific City -Jones Hall of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement; said certificates shall: 1. 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 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. Primary responsibility for the work shall rest with Christopher Lynch. 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 Attorney. 4 g/Mulvihill/05RFP/Disclosure Counsel -Pacific City -Jones Hall 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. SECTION 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. 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: Jennifer McGrath, City Attorney City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 TO LEGAL COUNSEL: Christopher Lynch, Esq. JONES HALL 650 California Street, 18th Floor San Francisco, CA 94108 Telephone: (714) 536-5555 Telephone: (415) 391-5780 Facsimile: (714) 374-1590 Facsimile: (415) 391-5784 5 g/Mulvihill/05RFP/Disclosure Counsel -Pacific City -Jones Hall 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. JONES HALL, a Professional Law Corporation B: lk pri t nam ITS: (circle one) Chairman/Preside ice Preside AND By: el-. / t' k print name ITS: (circle one) REVIE D APPROVED: City Ad nistrator CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Mayor City Clerk # APPROVED AS TO FORM: �o�City ttorney INITIATED AND APPROVED: Director of Economic Development 6 g/Mulvihill/05RFP/Disclosure Counsel -Pacific City -Jones Hall EXHIBIT A SCOPE OF SERVICES FOR CFD Scope of Services -Disclosure Counsel. Legal Counsel will act as disclosure counsel in connection with the Community Facilities District for the Pacific City Project. Legal Counsel's role as disclosure counsel to the City would begin at the commencement of the preparations of the preliminary official statement for the initial offering of municipal securities for the Project and would continue thereafter until the date of issuance and delivery of the securities. It would include the following: (1) Establish a manageable disclosure program for the issuer which allows efficient and cost effective compliance with SEC Rule 15c2-12 in connection with the offering of the securities; (2) Provide advice and, where appropriate, supervision with respect to the assembly and preparation of information for the official statement and consultation with the financial advisor or underwriter and appropriate issuer staff members; (3) Review, for disclosure purposes, any intended investment arrangement for the proceeds of the bonds; (4) Review legal documents and approving resolutions prepared by bond counsel for disclosure purposes and in particular review compliance with the Continuing Disclosure Agreement between the issuer and the dissemination agent designed to satisfy the applicable SEC continuing disclosure requirements. Additionally, Legal Counsel would prepare a Continuing Disclosure Agreement of the developer or land owner of the project to the extent that they are considered "obligated persons" for purposes of Rule 15c2-12; (5) Undertake such independent inquiry as may be necessary at the time of initial offering to render an appropriate disclosure opinion; and (6) Render an appropriate disclosure counsel opinion which will describe the nature of Legal Counsel's review and inquiries and indicate that Legal counsel is not aware of any material reinstatements or omissions in the disclosure document. 7 g/Mulvihill/05RFP/Disclosure Counsel -Pacific City -Jones Hall ." ,R SQ INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST a7 K 1. Requested by: Christi Mendoza, Risk Management'�'6 .l 2. Date: April 12, 2006 3. Name of contractor/permittee: Jones Hall, PC 4. Description of work to be performed: Legal services as disclosure counsel on Pacific City 5. Value and length of contract. $40,000 contingent on bond sale 6. Waiver/modification request: $250 000 deductible/professional liability insurance 7. Reason for request and why it should be granted: Unable to comply with the city's zero deductible insurance requirements 8. Identify the risks to the City in approving this waiver/modification: None. Head Signature Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval fr the City Admini trator's Office is only required if Risk Manage m an a City Attomey)(Oficp ffisagree. 1. Risk ManagementC 1 (0 Approved ❑ Denie Signature Date 2. City Attorneys Office / / Wpproved ❑ Denied )�/ ��o Signatur Date 3. City Administrator's Office ❑ Approved ❑ Denied Signature Date If approved, the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Administrative Services ACO" CERTIFICATE OF INSURANCE ISSUE DATEDtYY) ri110, 2006006 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO PRODUCER RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Herbert L. Jamison & Co., L.L.C. COMPANIES AFFORDING COVERAGE 100 Executive Drive West Orange, NJ 07052 COMPANY LETTER A Underwriters at Lloyd's of London Phone No. 973-731-0806 COMPANY Fax No. 973-731-3035 LETTER B COMPANY INSURED LETTER C Jones Hatt, PC COMPANY 650 California Street, le Floor LETTER D San Francisco, CA 94108 COMPANY LETTER E COVERAGES THIS IS TO CERTIFY THAT THE 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO POLICY POLICY LTR TYPE OF INSURANCE POLICY NUMBER EFFECTIVE EXPIRATION LIMITS DATE MMIDDIYY DATE MM/DDIYY GENERAL LIABILITY GENERAL AGGREGATE $ ❑ COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG. $ ❑ []CLAIMS MADE ❑OCCUR. PERSONAL & ADV. INJURY EACH OCCURRENCE $ $ CJ OWNER'S & CONTRACTOR'S FIRE DAMAGE (Anyone Fire) $ MED_ EXPENSE (wry one person) $ PROT. AUTOMOBILE LIABILITY COMBINED SINGLE ❑ ANY AUTO LIMIT $ ❑ ALL OWNED AUTOS BODILY INJURY ❑ SCHEDULED AUTOS (Per Person)) $ ❑ HIRED AUTOS BODILY INJURY ❑ NON -OWNED AUTOS (Per Accident) $ ❑ GARAGE LIABILITY PROPERTY DAMAGE $ EXCESS LIABILITY EACH OCCURRENCE $ ❑ UMBRELLA FORM AGGREGATE $ ❑ OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION STATUTORY LIMITS AND EMPLOYERS LIABILITY EACH ACCIDENT DISEASE -POLICY LIMIT $ DISEASE -EACH EMPLOYEE $ OTHER X Lawyers Professional Liability Y0052420T 2125/06 2/25/07 $250,000 deductible w/Limits of Liability of Insurance $5,000,000/$5,000, 000 DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESISPECIAL ITEMS Appkovtv IFER McGRAT�,Cil, CERTIFICATE HOLDER CANCEL tON SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of Huntington Beach tY 9 THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 10 DAYS EN NOTICE TO THE CERTIFICATE HOLDER NAMED TO 2000 Main Street THE LEFT, BUT F ILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO Huntington Beach, CA 92648 9 OBLIGATION OR I LITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATI ES J n P.c eira UTH ACORD 25-S 7/90 ACORD CORPORATION 1990 61 i ISSUE DATE CERTIFICATE OF INSURANCE -- 09i29i2005 PRODUCER Cert# 35350 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CALENDER-ROBINSON CO., INC. CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE 785 MARKET ST. #750 DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE SAN FRANCISCO, CA 94103 POLICIES BELOW. (415) 978-3800 FAX (415) 978-3825 L INSURED JONES HALL, A PROFESSIONAL LAW CORPORATION 650 CALIFORNIA STREET #1800 SAN FRANCISCO, CA 94108 COMPANIES AFFORDING COVERAGE COMPANY A HARTFORD INSURANCE COMPANY COMPANY B HARTFORD INSURANCE COMPANY' COMPANY C EVEREST COMPANY D NATIONAL INSURANCE COMPANY COVERAGES THIS IS TO CERTIFY THAT THE 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 0 TYPE OF INSURANCE m POLICY NUMBER POLICY EFFECTIVE DATE (MM/DDNY) POLICY EXPIRATION DATE (MM/DD/YY) LIMITS GENERAL LIABILITY GENERAL AGGREGATE $ 4,000,000 X COMMERCIAL GENERAL LIABILITY 57 SBA NK7611 OCT 1 05 OCT 1 06 PRODUCTS-COMP/OP AGG. $ 000,000 LAMS MADE LU OCCUR. A OWNER'S & CONTRACTOR'S PROT. PERSONAL & ADV INJURY $ 21000 000 EACH OCCURRENCE $ 2,000,000 INCLUDES SEVERABILITY OF INTEREST CLAUSE FIRE DAMAGE(Any One Fire) $ 300,000 MED. EXPENSE(Any One Person) $ 10,000 AUTOMOBILE LIABILITY ANY AUTO 57 SBA NK7611 OCT 1 05 OCT 1 06 COMBINED SINGLE LIMIT $ 2,000,000 BODILY INJURY (Per Person) $ ALL OWNED AUTOS SCHEDULED AUTOS A X X HIRED AUTOS NON-OWNEDAUTOS _ BODILY INJURY. (Per Accident) $ PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN AUTO ONLY: 1 ANY AUTO EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY g X UMBRELLA FORM 57 SBA NK7611 OCT 1 05 OCT 1 06 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION AND EMPLOYERS' LIABILITY 3900042665 APR 105 APR 1 06 STATUTORY LIMITS EACH ACCIDENT $ 1,000,000 DISEASE -POLICY LIMIT $ 1,000,000, C THE PROPRIETOR/ X INCL PARTNERS/EXECUTIVE OFFICERS ARE: EXCL DISEASE -EACH EMPLOYEE $ 1,000,000 OTHER AP ROVED AS TO FORM m DESGKIP I IUN OF UFtKA I TUNS/LVUAI IUNS/VtHIULtb/51'tLAAL II tMb Af( /� ( I ER Mc RRAATTHHV\ ttorne CERTIFICATE HOLDER IS AN ADDITIONAL INSURED AS PER THE ATTACHED ENDORSEMENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE N' EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL MAIL 30 DAYS CITY OF HUNTINGTON BEACH, ITS OFFICERS, AGENTS & WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. EMPLOYEES 2000 MAIN STREET - 4TH FLOOR 10-DAY TICE OF CANCELLATION APPLIES FOR NON-PAYMENT OF PREMIUM HUNTINGTON BEACH, CA 92648 ATTN. SCOTT FIELD ORIZED REPRESENTATIVL, s ' _-,r—r-- OLICY NUMBER: 57 SBA NK7611 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ---- DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: CITY OF HUNTINGTON BEACH, ITS OFFICERS, AGENTS & EMPLOYEES 2000 MAIN STREET 4TH FLOOR HUNTINGTON BEACH, CA 92648 ATTN: SCOTT FIELD (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of your operations or premises owned by or rented to you. P-ROVBDJ As TO POPdiM: i r Copyright, Insurance Services Office, Inc. 1984 2. Date: March 13, 2006 3. Name of consultant: JONES HALL 4. Description of work to be performed: Disclosure counsel in connection with the proposed Community Facilities District for the Pacific City Project. 5. Amount of the contract: $0.00 No COS+ +0 6I-i J . N/A 6. Are sufficient funds available to fund this contract?' ❑ Yes, ❑ No 7. Company number and object code where funds are budgeted: 8. Is this contract generally described on the list of professional service contracts approved by the City Council'? ❑ Yes, ❑ No 9. Is this contract within $25,000 or 25% (whichever is less) of the amount stated on the list of professional service contracts approved by the City Council?' ❑ Yes, ❑ No 10. Were (at least) informal written proposals requested of three consultants? ® Yes, ❑ No 11. Attach list of consultants from whom proposals were requested (including a contact telephone number). 12. Attach proposed scope of work. 13. Attach proposed payment schedule. RIQHARD AeMADRIL, Manager Purchasing/Central Services ' If the answer to any these questions is "No," the contract will require approval from the City Council. Document2 March 13, 2006 3:09 PM RESPONSES TO RFQ FOR BOND/DISCLOSURE COUNSEL (Pacific City Proiect) JONES HALL STRADLING YOCCA CARLSON & RAUTH (San Francisco) (Ne ort Beach) Assigned Chris Lynch (bond) Thomas P. Clark, Jr. Attys. Scott Ferguson (disclosure) E. Kurt Yeager Dave Walton (tax counsel) Denise E. Hering Chick Adams (CHB exper.) Fees Assuming a single issue of approx. $69,855,000 — Less than $5,000,000 = $45,000 Bond Counsel -'/2 % of first $10,000,000 principal amt. $5,000,000 - $10,000,000 = $45,000, plus '/4 of 1 % of the excess 1/10% of remaining principal amount over $5,000,000 Disclosure Counsel - $40,000 per transaction Over $10,000,000 = $57,500, plus 1/10 of 1% over $10,000,000 Services requested beyond Scope of Services = $400/hr paid only out of proceeds deposited by Developer. This includes "validation proceedings." Misc. Fees Bond Counsel - Reimbursement of out-of-pocket expenses (not Each official statement prepared by disclosure counsel would including in -state travel) in an amount not to exceed $3,500. receive additional fee of $25,000 if addressing only one issue; Disclosure Counsel — Reimbursement of out-of-pocket increased for more than one issue. expenses (not including in -state travel) in an amount not to exceed $1,500. Fees payable from only bond proceeds, except that if a financing is terminated prior to closing, reasonable fee paid for services, Fees payable from bond proceeds and contingent on successful but only out of proceeds. Out -of pocket expenses completion of financing reimbursement. Professional Would require waiver of $250,000 per claim deductible. Objects to hold harmless provision. Would require waiver of Services $500,000 deductible. Agreement mulvihill/05RFP/Pacific City matrix References Zane Johnson, City of Tracy — (209) 831-4131 Elisa Stipkovich, Anaheim — (714) 765-4301 at public Joanne Sakai, Redev. Agency of City and County Matthew Fertal, Garden Grove — (714) 741-5100 agencies of San Francisco — (415) 749-2441 Jim Bowersox — Poway — (858) 668-4501 Brian Johnson, City of Hesperia — (760) 947-1442 Michael J. Sedell, Simi Valley — (805) 583-6701 QUINT & THIMMIG ORRICK, HERRINGTON & SUTCLIFFE LLP (San Francisco) Assigned Paul Thimmig Greg Harrington Attys. Brian Quint Fees Phase 1 services — no charge to City. Bond Counsel - Flat fee of $70,000, contingent on closing. Bond Counsel — 1 % of principal issue amount up to $1,000,000. Disclosure Counsel — Flat fee of $40,000, contingent on 0.5% of principal issue amount between closing. $1,000,001 and $5,000,000. 0.125% of principal issue amount between $5,000,001 and $25,000,000. 0.10% of principal issue amount over $25,000,000. Disclosure Counsel - $40,000, contingent upon completion of bond issue. FEES ARE NEGOTIABLE. Misc. Fees Costs reimbursement, but specifically excluding travel Bond Counsel - Costs reimbursement not to exceed $3,000. expense within the state of California. Reimbursement cap at maximum of $3,000. Disclosure Counsel — Costs reimbursement not to exceed $1,500. Reimbursement cat at maximum of $2,000. mulvihill/05RFP/Pacific City matrix Professional Modify hold harmless provision to apply only to liabilities, Modify hold harmless provision to add, "Nothing contained in Services losses, damages, expenses and costs arising out of negligence this paragraph shall extend Legal Counsel's duty beyond the Agreement or willful misconduct on their part in the conduct of their general laws of California relating to malpractice." . services. Would require waiver for $50,000 deductible; waive actual certificate for CHB only. References Heather A. Mahood, City of Long Beach — (562) 570-2210 Thomas Beckett, County of Orange — (714) 834-5969 at public Robert W. Toone, Jr., City of Palmdale — (805) 267-5100 Lisa A. Strong, City of Fontana — (909) 350-7671 agencies Barbara Smith, City of Fillmore — (805) 524-1500 Vern Medeiros, Irvine Unified School District — (949) 936-5035 Genie Roberts, City of Temecula — (909) 694-6430 James Kennedy, Contra Costa County — (510) 646-4076 BEST BEST & KRIEGER LLP (Riverside) Assigned Kim Byrens (prior CHB experience) Attys. John Rottschaefer Mrunal Shah Fees Phase 1, Bond Counsel — Hourly fees: Kim A. Byrens $350/hr John Rottschaefer $375/hr Mrunal M. Shah $150/hr Phase II: $30,000,000 or less $65,000 $30,000,000 - $50,000,000 $65,000 + .10% of excess over $30,000,000 $50,000,000 to $70,000,000 $85,000 + .08% of excess over $50,000,000 over $70,000,000 $101,000 plus .05% of excess over $70,000,000 mulvihill/05RFP/Pacific City matrix Disclosure Counsel - $65,000 plus costs advanced assuming a bond size of approx. $70 million Misc. Fees Bond costs reimbursement to be paid from bond proceeds, generally not exceeding $3,500. Disclosure costs not to exceed $2,000. CFD Bonds validation proceedings at hourly rates with cap of $8,500. Professional Will need letter of approval of coverage from carrier with Services respect to hold harmless provisions. Agreement References David Gruchow, City of Yorba Linda — (714) 961-7110 at public Ron Young, Elsinore Valley Municipal Water District — agencies (951) 674-3146 Alan Kreimeier, City of Azusa — (626) 812-5219 Kerry Miller, City of Encinitas — (760) 633-2641 mulvihill/05RFP/Pacific City matrix RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development SUBJECT: Approve Agreements for Legal Services regarding the Pacific City Community Facilities District COUNCIL MEETING DATE: May 1, 2006 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Resolution (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Tract Map, Location Map and/or other Exhibits Attached ❑ Not Applicable Contract/Agreement (w/exhibits if applicable) Attached Not Applicable Ev ❑ (Signed in full by the City Attorney) Subleases, Third Party Agreements, etc. Attached Not Applicable (Approved as to form by City Attome Certificates of Insurance (Approved b the City Attorne ( Pp Y Y Y) Attached Not Applicable ❑ Fiscal Impact Statement (Unbudget, over $5,000) Attached Not Applicable ❑ Bonds (If applicable) Attached Not Applicable ❑ Staff Report (If applicable) Attached Not Ap licable ❑ Commission, Board or Committee Report If applicable) p ( pp ) Attached Not Applicable ❑ Attached ❑ Findin Findings/Conditions for Approval and/or Denial g pp Not Applicable EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FORWARDED Administrative Staff Assistant City Administrator Initial City Administrator Initial City Clerk ( ) EXPLANATIONFOR RETURN OF ITEM: RCA Author: Runzel CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK JOAN L. FLYNN CITY CLERK May 9, 2006 Paul Thimmig, Esq. Quint and Thimmig LLP One Embarcadero Center San Francisco, CA 94111-3737 Dear Mr. Thimmig: CALIFORNIA 92648 Enclosed for your records are two executed copies of the Agreement between the City of Huntington Beach and Quint & Thimmig, LLP for Bond Counsel Services regarding the Pacific City Community Facilities District. Sincerely, an L. Flynn City Clerk JF:pe Enclosure: Agreements G:fo11owup:agrmtltr (Telephone: 714-536-5227 ) CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK JOAN L. FLYNN CITY CLERK May 9, 2006 Christopher Lynch, Esq. Jones Hall 650 California Street, 18"' Floor San Francisco, CA 94108-2722 Dear Mr. Lynch:: CALIFORNIA 92648 Enclosed for your records is a copy of the Agreement between the City of Huntington Beach and Jones Hall for disclosure counsel regarding the Pacific City Community Facilities District. Sincerely, an L. Flynn City Clerk JF:pe Enclosure: Agreement G:followup:agrmtltr (Telephone: 714-536-5227 )