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MUNIFINANCIAL - 2007-03-05
L ECr--& CONTRACTS SUBMITT %7TR-6 PM 3: 23 CITY CLERK'S OFFICE C 17 ,{,,U (� ei i it kx S: T r�Y�€ ii,�f t 1 ON u�+ LH 4r7 To: JOAN FLYNN, City Clerk Name of Contractor: MuniFinancial Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake — Huntington Central Park Special District Administrative Services Amount of Contract: $77,175.00 Copy of contract distributed to: The original insurance certificate/waiver distributed ❑ Initiating Dept. ❑ to Risk Management Finance Dept. ❑ ORIGINAL bonds sent to Treasurer ❑ Date: aL Name/Extens on City Attorney's Office 3�.5-1,Aoo 7— G:AttyMisc/Contract Forms/City Clerk Transmittal 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND MUIVIFIWCIAL FOR SPECIAL DISTRICT AD'1v ISTRATIVE SERVICES Table of Contents Scope of Services CityStaff Assistance................................................................................................2 Term; Time of Performance.....................................................................................2 Compensation..........................................................................................................2 ExtraWork...............................................................................................................2 Methodof Payment..................................................................................................3 Disposition of Plans, Estimates and Other Documents...........................................3 HoldHarmless.........................................................................................................3 Professional Liability Insurance.............................................................................4 Certificate of Insurance............................................................................................5 Independent Contractor............................................................................................6 Termination of Agreement.......................................................................................6 Assignment and Delegation......................................................................................6 Copyrights/Patents...................................................................................................7 City Employees and Officials..................................................................................7 Notices.........................................................................................7 Consent....................................................................................................................8 Modification............................................................................................................. 8 SectionHeadings.....................................................................................................8 Interpretation of this Agreement..............................................................................8 DuplicateOriginal....................................................................................................9 Immigration...............................................................................................................9 Legal Services Subcontracting Prohibited................................................................9 Attorney's Fees..........................................................................................................10 Survival.....................................................................................................................10 GoverningLaw.........................................................................................................10 Entirety......................................................................................................................10 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND NMFIWCIAL FOR SPECIAL DISTRICT AU"MSTRATIVE SERVICES THIS AGREEMENT ("Agreement") is made and entered into this day of t �Jt 200�, by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and Mu iFinancial , a co ration hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide Special District administrative services ;and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Mark Risco who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agree/forms/profsery 10/ 15/01-A I 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence as soon as practicable after the execution of this Agreement by CITY (the three (3) years from "Commencement Date"). This Agreement shall expire on Commencement date—, unless sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than three (3) years from the Commencement Date of this Agreement. These times may be extended with the written permission of CITY. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Seventy seven thousand one hundred seventy five Dollars ($` 77 ,175.00 ). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional agree/forms/profsery 10/15101-A 2 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall agree/forms/profsery 10/ 15/01-A 3 approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above - mentioned insurance shall not contain a self -insured retention, "deductible" or any other similar form of limitation on the required coverage except with the express written consent of CITY. A claims -made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT 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. agree/forms/profsery 10/ 15/01-A 4 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. shall state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT 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. CONSULTANT shall secure at its own cost and expense, and be responsible for any and agree/forms/profsery 10/15/01 -A 5 all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. agree/forms/profsery 10/ 15/01 -A 6 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor 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 the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY 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 Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other parry via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY: City of Huntington Beach ATTN: Dan T. Villella, Finance Director 2000 Main Street Huntington Beach, CA 92648 17. CONSENT TO CONSULTANT: ATTN: Mark Risco 27368 Via Industria, Suite 110 Temecula, CA 92590 When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. agree/forms/profsery 10/ 15/01-A 7 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement agree/forms/profsery 10/15101-A 8 which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT 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 the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY' S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, agree/forms/profsery 10/ 15101-A 9 each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non -prevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that parry's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supercede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. agree/forms/profsery 10/ 15/01-A 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. CONSULTANT, CITY OF HUNTINGTON BEACH, MUNIFINANC a municipal corporation of the State of California Director of Finance By' (Pursuant To HBMC §3.03.100) Mark Risco print name ITS: (circle one) Chairman/Presiden ice President ,i APPROVED AS TO FORM: City Att3t 01 AND Roy Gill print name ITS: (circle one Secret Chief Financial Officer/Asst. Secretary — Treasurer agree/forms/profsery 10/ 15/01-A I I REVIEWED AND APPROVE City Administrato (only for contracts $50, 000.00 and over) EXHIBIT A A. STATEMENT OF WORK: MuniFinancial will perform all necessary special district consulting and related services for Community Facilities Districts, Delinquency Management, and Municipal/Continuing Disclosure. Services will include the maintenance and update of the parcel database to have the ability to track parcel ownership, development status, payment status and the necessary parcel information to accurately calculate and levy the annual Special Taxes, as well as provide the required Continuing Disclosure documents. These reports can be used for budgeting purposes, planning, economic development and public information. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: MuniFinancial hereinafter referred to, as the CONSULTANT, shall provide administration of Community Facilities Districts. Services will include the following: 1. Basic Services 1.1. Review Relevant Documents 1. 1. 1. Objectives: To review significant information pertaining to each of the Community Facilities Districts that will allow for the effective setup and administration of the Districts. 1.1.2. Description: MuniFinancial will coordinate with the City to obtain and review building permit information, final maps and site development plans, as well as all other relevant information the City has on file. 1.1.3. Deliverable: Summary of findings and list of specific items needed for clarification and complete setup of our files. 1.1.4. To be determined 1.2. Update Parcel Database/Spreadsheets 1.2.1. Objectives: To obtain the necessary updated Assessor parcel information from the City, County, and other third party resources necessary to update the database for each CFD. 1.2.2. Description: Create, maintain, and periodically update electronic databases containing parcel basis data and annual Special Tax levy amounts by Assessor's Parcel Number. The databases will be designed to separate the different billing areas, and the necessary acreage information will be identified. 1.2.3. Deliverable: None 1.2.4. Completion: Ongoing 1.3. Determine Maximum and Actual Special Tax Rates 1.3.1. Objective: To annually calculate the Maximum Special Tax rates for each district and based on budget; fund balance and Reserve Requirement information; calculate the actual Special Taxes, as specified in the Rate and MuniFinancial Contract, Exhibit A -- Statement of Work 1 of 8 method of Apportionment of Special Tax for each CFD, taking into account the Backup or Extraordinary Special Tax calculation. 1.3.2. Description: Utilizing the updated databases, MuniFinancial will annually calculate and apportion the Special Taxes in accordance with the Rate and Method of Apportionment of Special Tax for each CFD. 1.3.3. Deliverable: Provide electronic database to City staff for review before submittal to County for application to the tax roll. 1.3.4. Completion: Special Taxes to be determined in July of each year. 1.4. Prepare and Submit Tape to the County 1.4.1. Objectives: To submit electronic data to the County for placement on the Annual Secured Property Tax Roll. 1.4.2. Description: Provide Special tax levies for each parcel by Assessor's Parcel Number, formatted in the acquired media, to the County Auditor/Controller's Office for placement on the annual property tax roll. Research, and if possible, resubmit installment amounts that are unapplied by the County Auditor/Controller's Office. MuniFinancial will manually invoice Special Tax installments that cannot be collected on the County property tax roll on behalf of the City of Huntington Beach. 1.4.3. Deliverable: CD to the County 1.4.4. Completion: August of each year — original submitted to the County August of each year — resubmittal of corrections to the County 1.5. Prepare and Submit Annual Report on Disk to City of Huntington Beach 1.5.1. To provide the City with an annual report that presents data relevant to the annual levy, as submitted by MuniFinancial to Orange County. 1.5.2. Description: Prepare an Annual Report. This Report will include: (a) The assumptions used to derive the Maximum and Applied Rates (b) The amount of delinquent taxes spread over the parcels (c) A list of all parcels containing the following information: acreage, residential square footage, rate category (where applicable), maximum allowable charge, and actual charge. 15.3 Deliverable: Annual Reports 15.4 Completion: October of each year (If the City Council requires a copy of the report to set the Special Tax rates, this report could be completed prior to the levy submittal due date.) 1.6. Delinquency Reports 1.6.1. Objectives: To determine the delinquent Special Tax amount per parcel, per district, and to comply with foreclosure covenants. MuniFinancial Contract, Exhibit A - Statement of Work 2 of 8 1.6.2. Description: Upload electronic delinquency information received from the Orange County Tax Collector's Office to prepare Delinquency Detail Reports. 1.6.3. Deliverable: Delinquency Detail Reports 1.6.4. Completion: Approximately, February/ May/ October of each year. 1.7. Perform Bond Services 1.7.1. Objectives: To perform the required bond call spreads, and coordinate the early redemption of outstanding bonds. Provide an annual report to the California Debt and investment Advisory Commission (CDIAC). 1.7.2. Description: Utilizing prepayments, surplus funds or other approved sources of funds, MuniFinancial will calculate required bond call spread and coordinate the early redemption of outstanding bonds with the City and Trustee/Fiscal Agent/Paying Agent. Additionally, MuniFinancial will provide an annual report to the California Debt and Investment Advisory Commission (CDIAC) by October 30, in accordance with California Government Code, Section 53359.5 9(b) as amended. 1.7.3. Deliverable: Bond call worksheets and CDIAC reports 1.7.4. Completion: Bond call spreads (as needed) By October 30 of each year — CDIAC report. 1.8. Perform Services Regarding Individual Special Tax Liens 1.8.1. Objectives: To provide prepayment information to the City, to individual owners, or to other interested parties, as requested, and prepare Release of Lien documents for parcels that prepay their lien in full. 1.8.2. Description: Provide verbal estimates of prepayment amounts for individual property owners. Calculate written prepayment quotes for individual Special Tax liens, as described in the Rate and Method of Apportionment of Special Tax or by resolution. For parcels prepaying the Special Tax, MuniFinancial will coordinate the removal of the lien. 1.8.3. Deliverable: Payoff Quotes/Release of Lien Documents 1.8.4. Completion: As requested/required 1.9. Meetings with City Staff 1.9.1. Objective: Meet with City staff to discuss the upcoming levy, and review the draft annual report. 1.9.2. Description: Understanding the importance of time, MuniFinancial would like to meet with the City's staff at least a couple of times during the year, preferably in April/May and in October (could be set up as conference calls, depending upon City staff availability). During the meetings, MuniFinancial MuniFinancial Contract, Exhibit A — Statement of Work 3 of 8 will discuss issues regarding the development status and financial health of the districts, annexations that will affect the Special Taxes, and any other issues that might affect calculating and apportioning the Special Taxes according to the Rate and Method of Apportionment of Special Tax for each CFD. 1.9.3. Deliverable: None 1.9.4. Completion: To be determined by the City 1.10 Respond to Property Owners' Inquiries 1.10.1. Objectives: To be the initial contact for all questions from property owners, developers, and other interested parties. 1.10.2. Description: Provide a toll -free number to field inquiries from property owners and other interested parties regarding Special Tax installments and related information. 1.10.3. Deliverable: Phone call log delivered annually (or a timeframe that is more suitable for the City) 1.10.4. Completion: Ongoing 1.11. Internet Based Site for City Staff and Investors/Public 1.11.1. Objectives: Provide Internet -based site that can be used by the City for obtaining specific -parcel information or the public to access Continuing Disclosure information. 1.11.2. A secured Internet site that can be accessed by authorized City employees to retrieve information by Assessor Parcel Number, including parcel development status, annual levy amount and payment status, as well as delinquency information and foreclosure actions. The public can access the Web site at no charge to obtain copies of the Continuing Disclosure reports and Annual Reports (as authorized by the Agency). 1.11.3. Deliverable: Provide access to MuniFinancial Website where the information can be accessed. 1.11.4. Completion: Ongoing 1.12. Attend City Council Meetings 1.12.1. Objectives: Attend City Council meetings at which the Special Taxes for the Community Facilities Districts are to be discussed. 1.12.2. Description: During the City Council meetings, MuniFinancial will be available to discuss issues regarding the status of the districts, an overview of how the Special Taxes were determined and, if needed, provide details on the effect that the California Government code has on the districts. 1.12.3. Deliverable: None MuniFinancial Contract, Exhibit A — Statement of Work 4 of 8 1.12.4. Completion: As requested by the City. 1.13. Continuing Disclosure Services MuniFinancial will provide assistance and advice on ongoing disclosure matters. MuniFinancial will help the City provide required financial and operating data requested by investors, which would, otherwise, be considered material in keeping securities holders informed of the investment quality of the debt issue. MuniFinancial will also assist the City in responding to questions from investors and from other market participants. 1.14. Annual Information Statement Preparation With respect to the preparation of the Annual Statement, MuniFinancial will, through the City's direction provide the following services: 1.14.1. Review pertinent documents relating to the debt issue including the Official Statement, financial statements, and annual reports. 1.14.2. Collect directly from trustees, fiscal agents, state, County agencies, or others' third -party data or other information required, as applicable, for inclusion within the Annual Information Statement. 1.14.3. Analyze the information for accuracy, materiality, and appropriateness 1.14.4. Provide advice and direction on inclusion and presentation of the information in the Annual Information Statement. 1.14.5. Create a draft of the Annual Information Statement for review by the City. 1.14.6. Discuss any relevant issues with the City regarding the report, and address questions the City may have regarding Disclosure matters. 1.14.7. Finalize and disseminate the Annual Information Statement, including, as necessary, arranging for electronic and paper reproduction 1.15. Significant Event Notices Upon notification by the City and/or if MuniFinancial becomes aware, and if deemed to be material, MuniFinancial will prepare Notices of Significant Events covering events enumerated in Rule 15c2-12(b) for the City's review. 1.16. Dissemination MuniFinancial will disseminate the disclosure reports to each Nationally Recognized Municipal Securities Information Repository (NRMSIR), the Municipal Securities Rulemaking Board (MSRB), the State Information Depository (SID), and any other party as directed by the City. MuniFinancial will also assist the City when requests for information are received, and respond to questions from investors and other market participants. The disclosure reports will also be placed on MuniFinancial's website for easy access by City staff and investors. MuniFinancial Contract, Exhibit A — Statement of Work 5 of 8 C: CITY'S DUTIES AND RESPONSIBILITIES: MuniFinancial will rely on assistance from the City of Huntington Beach in obtaining the following information. 1. Community Facilities District Administration 1.1. Information related to the districts, such as formation and associated bond facts. This information will assist in the initial setup of the districts and may include, but is not limited to: diagrams and recorded notices for the district; CFD reports, copies of resolutions approved during the formation process for the districts, Rate and Method of Apportionment and copies of pertinent bond documents. 1.2. Annual information related to fund balances for the districts. 1.3. The budget summary to be incorporated into the annual resolution establishing the budget and Special Tax rates for the district. 1.4. An annually updated listing of all parcels that have been approved for any applicable exemptions, if necessary. 1.5. Information regarding land subdivision, issuance of building permits and/or certificates of occupancy (as required by the City of Huntington Beach). Although MuniFinancial will annually research information, it may still be necessary to obtain additional assistance from the City. 1.6. Current development plan/tentative maps and annual changes, modifications or updates, if necessary. 1.7. Existing delinquency information. 2. Continuing Disclosure 2.1. The City's Adopted Budget 2.2. The City's Audited Financial Statements 2.3. Current fund balances held at the City. The City of Huntington Beach acknowledges that MuniFinancial shall be relying upon the accuracy of the information provided by the City or their designees and that MuniFinancial shall not be liable for any inaccuracies contained in such information. MuniFinancial staff will be providing all of the services needed to complete the required scope of services, while only requesting the specific information listed above from City staff. MuniFinancial would also require, if necessary, that City staff complete the steps necessary to place resolutions establishing the tax rates onto the City Council's agenda. Also, specific items relating to bond calls and release of liens will need to be signed and/or notarized by authorized City staff. MuniFinancial Contract, Exhibit A — Statement of Work 6 of 8 D.' WORK PROGRAM/PROJECT SCHEDULE: Levy Timeline (after consultation with City staff, a more specific schedule of events and milestones will be developed in concert with the requirements of the City of Huntington Beach). Date Action MuniFinancial will input any new districts into MuniMagic (MuniFinancial's January/February Municipal Administration & Government Information Coordinator) In preparation for the levy, MuniFinancial will prepare a spreadsheet; and provide a preliminary Budget Worksheet for the Recovery of Administrative March/April Costs for the district. The purpose of this analysis is to ensure that any costs incurred by the district for the administration of the district are recovered on the fax roll. To determine whether parcels are taxable for the upcoming levy, MuniFinancial March thru June will request trigger data (e.g. building permits, certificates of occupancy, tract map approval dates) from the City Developers. MuniFinancial will verify the County requirements for levy submittal, including annual resolutions and data format. Cash and investment balances will be requested from the Trustee to be used for the financial analysis and/or credit calculation, as prepared by MuniFinancial. May Based on the financial analysis/credit calculations, MuniFinancial provides recommendations concerning the districts The City and MuniFinancial will coordinate for the date in June to take the rates and charges to the City Council for approval, as well as order the levy for the upcoming fiscal year. MuniFinancial delivers a listing of delinquent parcels for second phase May/June delin uencies. June The City approves the final financial analysis/credit calculations. MuniFinancial provides the city with budgets and proposed levies for the CFDs June to be added to the resolutions. If necessary, MuniFinancial will prepare September bond call worksheets. June After approval by the City, the letter to the Trustee will be sent to the City for signature and mailing. MuniFinancial will finalize all database work to prepare for calculation of the June/July levies. Moreover, all new parcels will be verified against County records. MuniFinancial will finalize the budget worksheets, rates, and cost recovery The City will take the final resolutions to the City Council for approval, as well July as for ordering the levy for the next fiscal year. The City will provide MuniFinancial with the signed budget worksheets July approving the upcoming le July MuniFinancial will order the final County secured property tax roll. MuniFinancial will upload the final secured property tax roll and research any July/August additional parcel changes. MuniFinancial will review, finalize, and submit levies to the County August Auditor/Controller. MuniFinancial will research rejects from initial County submittal, and resubmit August new amounts or new parcels. The final parcel count and dollar amount applied to the County tax roll will be verified with the County. September MuniFinancial will mail handbills to property owners who do not receive re ular County tax bills. October MuniFinancial will prepare (if required) California Debt Investment Advisory MuniFinancial Contract, Exhibit A — Statement of Work 7 of 8 Commission annual reports for submittal to the state. October MuniFinancial will deliver the annual levy report to the City. MuniFinancial will prepare the annual Disclosure reports (where required). November/December After the City's approval, MuniFinancial will disseminate the reports to the National Recognized Municipal Securities Information Repositories. If necessary, MuniFinancial prepares March bond calls using surplus funds. December After approval by the City, the letter to the Trustee will be sent to the City for si ature and mailing. MuniFinancial Contract, Exhibit A — Statement of Work 8 of 8 EXHIBIT B PAYMENT SCHEDULE 1. Charges for time during travel are normally not reimbursable and will only be paid if such time is actually used in performing services for CITY or as otherwise arranged with CITY. 2. CONSULTANT (MuniFinancial), shall be entitled to payments toward the fees set forth herein accordance with the following: Total fees shall not exceed Twenty Five Thousand Seven Hundred Twenty Five Dollars ($25,725.00) per year. CONSULTANT agrees to inform the CITY when CONSULTANT is at the point of reaching the maximum limit per year. CONSULTANT shall not continue with any work effort over the amount of the maximum limit per year unless first authorized in writing by City authorized representative(s). Section 1: Annual, Three -Year Proposal Summary The quoted annual administration "base fee" for each succeeding year will be subject to an increase, which will not exceed the most recent change in the January -to -January Consumer Price Index (CPI) for the applicable area, as calculated by the United States Department of Labor. Fees are payable as the work progresses, on a monthly basis. Description of Year 1 Year 2 Year 3 Provided Services Base Fee per District: Base Fee per District: Base Fee per District: CFD Administration $2,500 $2,500 plus CPI $2,500, plus CPI Per Parcel Fee per Per Parcel Fee per Per Parcel Fee per District: $2.50 District: $2.50 District: $2.50 Delinquency See Fee Structure Below Management Continuing Disclosure Report — Preparation $1,000 $1,000 $1,000 and Dissemination Payoff Quote* $250 $250 $250 (Per Request) Note: Upon the City's request, the above fee structure can be applied to future districts. *The requesting party pays the fees for this service. There is no charge to the City. Section 2: Delinquency Management The following fees are invoiced to the City as the service is rendered. They are ultimately paid by, or on behalf of, the delinquent property owners. Services I Fees Fees Ultimately Reimbursed to City by Property Owner Delinquency Reminder Letter $15 Delinquency Demand Letter 45 Foreclosure Letter 65 Effect Subsequent Removal from Tax Roll and Record Notice of Satisfaction 110 MuniFinancial Contract, Exhibit B — Payment Schedule I of 3 Payment Plan 200 Subsequent Foreclosure Services 100 — 300 Fees Paid Directly to MuniFinancial by Re uestor Delinquency Demand Payoff $50 Zero Demand 50 (1) This fee is waived for the property owner (except for escrow purposes) or City of Huntington Beach. This fee complies with Section 8833 of the California Streets and Highways Code and/or Section 53356.2 of the California Government Code, which requires recording of a Notice of Intent to Remove Delinquent Special Assessments and/or special Taxes from the County tax roll. It DOES NOT include the County tax roll removal charge, or similar fee, if any. Section 3: Additional Services Provision of additional services will be based exclusively upon written authorization from City authorized representative(s). Additional services will be billed at the following hourly rates: Title Hourly Rate Division Manager $180 Principal Consultant 145 Senior Project Manager 125 Project Manager 105 Senior Project Analyst 95 Senior Analyst 85 Analyst 75 Analyst Assistant 65 Property Owner Services Representative 50 Support Stagg 45 MuniFinancial will be reimbursed, at cost, for out-of-pocket expenses. Examples of reimbursable expenses include, but are not limited to: postage, travel expenses, mileage (44.5 cents per mile), maps, electronic data furnished from the County and/or other applicable resources, construction cost periodicals, and copying (currently 6 cents per copy). Any additional expense for reports or from outside services will be billed to the City, at our cost, with no overhead markup. Charges for meeting and consulting with Board, the City, or other parties regarding services not listed in the scope of work above will be at our then -current hourly rates (see the "Additional Services" section). In the event that a third party requests any documents, MuniFinancial may, in accordance with MuniFinancial's applicable rate schedule, charge such third party for providing these documents. 3. Delivery of Work Product. A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to the City to demonstrate progress toward completion of tasks. In the event City rejects or has comments on any such product, the City shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit an invoice to the City for each progress payment due. Such invoice shall: MuniFinancial Contract, Exhibit B — Payment Schedule 2 of 3 4.1. Reference this Agreement 4.2. Describe the services performed. 4.3. Show the total amount of the payment due. 4.4. Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and 4.5. For all payments to include an estimate of the percentage of work completed. Upon submission of any such invoice, if the City is satisfied that the CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, the City shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by the City. Such approval shall not be unreasonably withheld. If the City does not approve an invoice, the City shall notify CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of the City be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by the City shall be invoiced separately to the City. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. The City shall approve such invoices if the work performed is in accordance with the extra work or additional services requested, and if the City is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. MuniFinancial Contract, Exhibit B — Payment Schedule 3 of 3 -Su ity, . INSURANCE AND INDEMNIFICATION WAIVER „whn i kxh® MODIFICATION REQUEST 1. Requested by: Janet Lockhart 2. Date: February 14, 2007 3. Name of contractor/permittee: MuniFinancial 4. Description of work to be performed: Consultant will perform all necessary special district consulting and related services for the Community Facilities District, Delinquency Management, and Municipal/Continuing Disclosure. Further details on the scope of work is described in Exhibit A of the agreement attached. 5. Value and length of contract: $77,175 / 3-year contract 6. Waiver/modification request: See Summary of Waiver Requests 7. Reason for request and why it should be granted: Reasons are included in the Summary of Waiver Requests. 8. Identify the risks to the City in approving this waiver/modification: A lawsuit would be filed against the City where the deductible is not covered. Providing management services for assessment districts would provide a very low risk of any lawsuit against the City. There is no construction -related work. The risk of a tort would be very low. Department 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 from the City Administrator's Office is only required if Risk Manageme nd th City Attorney'q Office disagree. 1. P Managementpproved ElDenied Signature Date 2. City Attorney's Office I pproved ElDeni 31 Sign tur 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 2/14/2007 10:27:00 AM ALDWTM CERTIFICATE OF LIABILITY INSURANCE 01/26/lii°�'"' PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton & Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P. O. Box 10550 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, Santa Ana, CA 92711-0550 714 427-6810 INSURERS AFFORDING COVERAGE INSURED INSURERA: Zurich American Insurance Co. MuniFinancial INSURER B: American Automobile Ins. Co. 27368 Via Industria, Suite 110 INSURER C: XL Specialty Insurance Co. Temecula, CA 92590 INSURER D: I INSURER E: COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE M DD/YY POLICY EXPIRATION DATE MM DD LIMITS A GENERAL LIABILITY GLO904316301 11/09/06 11/09/07 EACH OCCURRENCE $1,000,000 FIRE DAMAGE (Any one fire) $1,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS MADE I —XI OCCUR INDP. CONTRACTORS MED EXP (Any one person) $10 000 PERSONAL &ADVINJURY $1000000 X CONTRACTUAL INCLUDED X BFPD, XCU GENERAL AGGREGATE $2 00O 000 GEN'L AGGREGATE LIM ITAPPLIES PER: PRODUCTS-COMPIOPAGG s2,000,000 POLICY X PR� 7 LOC Deductible $25 000 A AUTOMOBILE LIABILITY ANY AUTO BAP904316201 11/09/06 11/09/07 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS X BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY D AS TO FORM AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ McGRAM, AUTO ONLY: AGG EXCESS LIABILITY OCCUR CLAIMS MADE RNE \ i i ���0� EACH OCCURRENCE $ AGGREGATE $ $ �j $ DEDUCTIBLE $ RETENTION $ B WORKERS COMPENSATION AND WZP80945444 11 /09/06 11/09/07 OTH- X WC STIM f IR EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE -POLICY LIMIT $1,000,000 C OTHER Professional DPR9600717 11/09/06 11/09/07 $1,000,000 per claim Liability $2,000,000 annl aggr. $250,000 Deductible DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS General Liability policy excludes claims arising out of the performance of professional services Re: Communities Facilities District administration, Delinquency Management, and Continuing Disclosure Service (See Attached Descriptions) CERTIFICATE HOLDER I I ADD IiIONALINSURED: INSURER LETTER: CANCELLATION TPn liav Nnfir-P fnr Nnn.PnvmP_nf of PrPrnium City of Huntington Beach Ms. Janet Lockhart, Senior Administrative Analyst, Finance Depart. 2000 Main Street Huntington Beach, CA 92648-2702 SHOULD ANYOF TH E ABOVE DESCRIBED POLICIES B E CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TOMAIL3O_DAYSWRITTEN NOTICETOTHE CERTIFICATE HOLDERNAM ED TOTHE LEFT, BUTFAILURE TODOSOSHALL IMPOSE NOOBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR TIVE ACORD 25-S (7/97)1 of 2 #S183827/M179001 RLL © ACORD CORPORATION 191 City and its officers, elected or appointed officials, employees, agents, and volunteers are additional insured as respects to General and Auto Liability as required by written contract. AMS 25.3 (07/97) 2 of 2 #S183827/M179001 Additional Insured -- Automatic - Owners, Lessees Or Contractors - Broad Form ZURICH Policy No. Eff. Date of Poi. Exp. Bate of Pol. Eff. Date of End. Producer Addl, Prem Return Prem. OL0904316301 11/09/06 11/09✓07 11/09/06 Pealey, Renton Associates $ N/A N/A. THIS, ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part City and its officers, elected or appointed officials, employees, agents and volunteers A. WHO IS AN INS.t1 tD (Section II) is amended to includ,o as. an insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. B. The irisuratree provided to additi.o:641 insureds applies only to "bodily injury", "property damage" or "personal and advertis- ing injury" covered under Seetio.tt i, Coverage. A, BODI<LX `NJiTRY ANC? PROPERTY DAIVIAGE LIABILITY and Coverage B; PERSONAL AND AD.'VtRTISING INKR,Y LLUILITY, but only if: 1. The "bodily injury" or "property damage" results from your negligence; and 1 The "bodily injury", "property damage" or "personal and advertising injury," results directly from: a. Your, ongoing Operations', or b. "Your work" oorffgleted as included in the "products�complated operations hazard", performed for the additional insured, whitrh is the subj eet of the written contract or written agreement. C. However, regardless of the previsions of paragraphs A. and R above: L We will !lot extend any insurance coverage to any additional insured person or organization: a. That is not provided to you, in this policy; or That is any broader coverage than you are required to provide to the additional insured person or orgaiization in the written cgvitmot or written agreement; and 2. We will not provide Limits of Insurance to any additional insured person or organization that exceed the lower of: a. The Limits of Insurance provided. to you. in this policy; or b. The Limits of Insurance you are required to provide in the written contract or written agreement. D. The insurance provided to the additional insured person or organization does not apply to: "Bodily irijuiy", "property damage" or "personal and advertising injury" that results solely from negligence of the addi- tional insured; or U-GL-1175-A CW (9/03) Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 2. `Bodily injury", "property darnago" or "personal and advertising injury" arising out of the rendering or failure to renter any professional architectural; engineering or surveying services including: a: The preparnrg, approvii>g, or wiling to. prep or approve snaps, shop drawings, opinions, reports, surveys; field orders; chalige orders or drawiugs and specifications; and b. Supervisory, inspection, architectural or engineering activities. E. The additional insured must see to it that: l . We are notified as soon as practicable of an "occurrence" or offense that may result in a claim: 2. We receive written notice of a claim or "suit" as soon as practicable; and 3. A request for defense and indennnity of the clairti or "suit" will promptly be brought against any policy issued by an- other insurer under whioh the additional insured also has rights as an insured or additional insured. R The insurance provided by this ondorsoment, is pri2naty insurance and we will not seek contribution &om. any other in- surance available to Any additional insured person or organization unless the other insurance is provided by a. contractor other than you for the same operations and job location. Then we will share with that other insurance by the method de- scribed vz paragraph 4.c. of SECTION TV - COMMERCIAL GENERAL LIABILITY CONDITIONS. Any provisions in this Coverage Part not changed by the terms and conditions of this endorsement continue to apply as writ- ten. U-GL-1175-A CW (9/03) Page 2 of 2 POLICY NUMBER: BAP904316201 BUSINESS AUTOMOBILE LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY DESIGNATED INSURED ENDORSEMENT (CA 20 48) Name of Person(s) or Organization(s) City of Huntington Beach Ms. Janet Lockhart, Senior Administrative Analyst, Finance Depart. 2000 Main Street Huntington Beach, CA 92648-2702 BUSINESS AUTO COVERAGE Each person or organization indicated above is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in SECTION II of the Coverage Form. Name of person or organization: City and its officers, elected or appointed officials, employees, agents, and volunteers CA20 48 07 97 MuniFinancial Summary of Waiver Requests Contract Exceptions: Section 8 — Hold Harmless MuniFinancial Request: Add "active negligence" to contract language. CONSULTANT hereby agrees to protect, defend, indemnify, and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence, active negligence or willful misconduct of CITY. HB Response: Request denied by Jennifer McGrath dote: Per telephone conversation with:Mark Risco on February 12tn, MuniFinancial is agreeing to the City of Huntington Beachaanguage. Section 10.0 — Certificate of Insurance MuniFinancial Request: Delete "suspended, voided or" and "reduced in coverage or in limits". The reason for our second requested exception involving the exclusion of "suspended, voided or reduction in coverage or limits", is that our insurance provider will not include the language on the actual certificate. In the past we have been able to work with our clients to include contract language that stipulates "Consultant will notify City of any reduction in policy coverage or limits". We understand the importance of making sure that the City is promptly notified of any reduction in insurance coverage or limits. Please let me know if this type of alternate language will satisfy the City's needs. C. Shall promise that such policy shall not be canceled by either party, except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for non-payment of premium. " HB Response: Okay per Jennifer McGrath MuniFinancial List of Waiver Requests 1 of 3 2/14/2007 Insurance Waivers: 1) MuniFinancial Request: Firm requests the following insurance deductibles: $25K (General Liability) and $250K (Professional Liability) Reason for waiver request: Our coverage is subject to a $25,000 (GL) and $250,000 (PL) deductible, which are quite reasonable for a firm of our size. Our firm is one of four companies that comprise, Willdan Group, Inc., a large publicly -traded company, with substantial resources. Due to our size, number of employees, generated revenue, and type of work with which our firm is involved, it is equitable to purchase liability insurance with deductibles. As such, it becomes an issue of underwriter acceptability and cost that determines what size deductibles are to be purchased. Rest assured that the deductibles are well within the norm for a firm of our scale and capacity. In addition, the deductibles assist our firm in reducing operating costs; thus allowing the delivery of services at a more competitive level, as well as impart cost savings to our clientele. HB Response: Risk Manager denied the $250K (PL) deductible. City Attorney is asking for a claims history. Note: This was discussed with MuniFinancial on February 12th. MuniFinancial, a subsidiary of Willdan Group, Inc, submitted a Willdan Group, Inc. financial statement that includes a report on the company's contingencies on page F-24. 2) MuniFinancial Request: Our Professional Liability is limited "per claim," not per occurrence as the City's requirement states. HB Response: Okay. Per City of Huntington Beach Insurance Certificate Instruction, "Type of coverage "Claims Made" designation is acceptable for professional or pollution liability insurance". 3) MuniFinancial Request: The removal/deletion of the cancellation clause wording: "endeavor to" or failure to mail such notice shall impose no obligation, nor liability of any kind upon the company, its agents, or representatives" cannot be implemented because of underwriters' policy. However, the cancellation notice is allowable. " HB Response: Note that effective January 2, 2007, the City insurance requirement for the cancellation clause has been changed as follows: Cancellation Clause Notice. --There must be a thirty (30) day notice for policy cancellation. A ten (10) day notice for cancellation for non-payment of premiums and/or salary reporting is acceptable in combination with the required 30-day notice. 4) MuniFinancial Comment: On a final note, your City mentioned the absence of the term "agents" from the attached Additional Insured endorsement; however, that term is, MuniFinancial List of Waiver Requests 2 of 3 2/14/2007 in fact, specified per se: "City and its officers, elected or appointed officials, employees, 'agents'and volunteers." HB Response: We verify the word "agents" is included in the additional insured endorsement. Identify the Risk to the City in approving this waiver/modification: A lawsuit would be filed against the City where the deductible is not covered. We feel that providing management services for assessment districts would provide a very low risk of any lawsuit against the City. There is no construction -related work. The risk of a tort would be very low considering that MuniFinancial itself has never been sued. Who is funding this project? The community facilities districts and assessments received from special districts. MuniFinancial List of Waiver Requests 3 of 3 2/14/2007 ZMPMFinancial January 29, 2007 Ms. Christi Mendoza, Risk Management City of Huntington Beach 200 Main Street Huntington Beach, California 92648 Re: Request for Insurance Waiver from the City of Huntington Beach Dear Ms. Mendoza: In keeping with the City of Huntington Beach's insurance procedures when specific insurance requirements cannot be satisfied, let this letter serve as MuniFinancial's request to receive an "Insurance Waiver Form." Our firm will shortly be providing such Special District services to your City as Communities Facilities District (CFD) administration, Delinquency Management, and Continuing Disclosure. The annual "dollar value" is estimated at $13,000, with an indicated three (3)-year timeframe. Whereas, three (3) issues conflict with your City's insurance requirements, we wish, therefore, to request a waiver owing to the following standpoints: 1. Our coverage is subject to a $25,000 (GL) and $250,000 (PL) deductible, which are quite reasonable for a firm of our size. Our firm is one of four companies that comprise, Willdan Group, Inc., a large publicly -traded company, with substantial resources. Due to our size, number of employees, generated revenue, and type of work with which our firm is involved, it is equitable to purchase liability insurance with deductibles. As such, it becomes an issue of underwriter acceptability and cost that determines what size deductibles are to be purchased. Rest -assured that the deductibles are well within the norm for a firm of our scale and capacity. In addition, the deductibles assist our firm in reducing operating costs; thus allowing the delivery of services at a more competitive level, as well as impart cost savings to our clientele. 2. Our Professional Liability is limited "per claim," not per occurrence as the City's requirement states. 3. The removal/deletion of the cancellation clause wording: "endeavor to" or `failure to mail such notice shall impose no obligation, nor liability of any kind upon the company, its agents, or representatives" cannot be implemented because of underwriters' policy. However, the cancellation notice is allowable. On a final note, your City mentioned the absence of the term "agents" from the attached Additional Insured endorsement; however, that term is, in fact, specified per se: "City and its officers, elected or appointed officials, employees, `agents' and volunteers. " We appreciate this opportunity the City of Huntington Beach has afforded our firm and hope that we may be able to resolve these differences quickly to both our satisfaction. If you have any questions, you may reach me at (800) 755-MUNI (6864); or via email at markr(7ae,muni.com. Yours very truly, MuniFinancial Mark Risco, Division Manager District Administration Services Attachments: Certificate of Insurance Dun & Bradstreet Financial Statement City's Insurance Certificate Revision(s) Form EMAILED cc: Ms. Janet Lockhart, Senior Administrative Analyst, City of Huntington Beach 27-368 Via lndustria, Suite 110 Tel: (800) 755-MUNI (6864) 7cmecula, California 92590 www.nzuui.com Far: (951) 587-3510 1. Date: 2. Department CITY OF HUNTINGTON BEACH Professional Service Contracts Purchasing Certification 2/28/2007 Finance 3. Requested by: Valaya Chitchakkol 4. Name of consultant: MuniFinancial 5. Attach the written statement of the specification, conditions and other requirements for the requested services that was provided to solicited consultants in your answer to 11 of this form. Please refer to exhibit A (attached) 6. Amount of the contract: $77,175 7. Are sufficient funds available to fund this contract?' ® Yes ❑ No 8. Is this contract generally described on the list of professional service contracts approved by the City Council'? ® Yes ❑ No 9. Company number and object code where funds are budgeted: 40840101.69300, 40640101.69300, and 40540101.69300 ✓ 10. Is this contract less than $50,000? ❑ Yes ® No 11. Does this contract fall within $50,000 and $100,000? ® Yes ❑ No 12. Is this contract over $100,000? ❑ Yes ® No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to contract.) 13. Were formal written proposals requested from at least three available qualified consultants? ® Yes ❑ No 14. Attach list of consultants from whom proposals were requested (including a contact telephone number). Please see attached. '" 15. Attach proposed scope of work. Please refer to Exhibit A (attached) 16. Attach proposed payment schedule. Please refer to Exhibit B (attached) Dep rtment Head Signature RI HARD A L, Mana er Purchasing/Central Services tJ 1. If the answer to this question is "No," the contract will require approval from the City Council. City of Huntington Beach Professional Services Contracts Included in FY 2006/07 Budget Department Description Amount Business Unit Non -Departmental City Wide 175,000 10040101 Debt Service Consultants (tax levy, disclosures, arbitrage, administrative fees) 65,000 40140101 Debt Service Consultants (tax levy, disclosures, arbitrage, administrative fees) 12,000 40540101 J Debt Service Consultants (tax levy, disclosures, arbitrage, administrative fees) 16,500 40640101 Debt Service Consultants (tax levy, disclosures, arbitrage, administrative fees) 12,000 40840101 Debt Service Consultants (tax levy, disclosures, arbitrage, administrative fees) 6,000 41040101 Debt Service Consultants (tax levy, disclosures, arbitrage, administrative fees) 5,600 50885101 Total Professional Services $ 292,100 Public Works Special reports 10,000 10085101 Public information; technical assistance 100,000 10085102 Minor design or specialty services; inspection 30,000 10085201 Development processing; CFD assistance 330,000 10085251 Development processing 100,000 10085301 Continue ADA transition services 75,000 10085401 Building Reports & Specifications 25,000 10085402 Underwater Pier inspection 40,000 10085402 Building Inventory for CMMS program 200,000 10085402 Building Reports & Specifications 15,000 10085403 Pavement management updates 25,000 10085412 Certified Arborist reports 5,000 10085621 Design, project, management, inspection, & testing for CIP 95,000 20185201 Design, project management, inspection, & testing for CIP 30,000 20190007 Design; capital project assistance 250,000 20685201 Design; capital project assistance 980,000 20690001 Design; capital project assistance 250,000 20690007 Street reports; capital project assistance 100,000 20785201 Design, project, management, inspection, & testing for CIP 100,000 20785412 Design, project, management, inspection, & testing for CIP 250,000 20790001 Design, project, management, inspection, & testing for CIP 80,000 20790007 Design, project, management, inspection, & testing for CIP 1,500,000 20790008 Design, project, management, inspection, & testing for CIP 315,000 20987030 Design, project, management, inspection, & testing for CIP 100,000 21089008 Street reports; capital project assistance 100,000 21385201 Design, project, management, inspection, & testing for CIP 500,000 21390002 Design, project, management, inspection, & testing for CIP 2,600,000 30585201 Design, project, management, inspection, & testing for CIP 500,000 31485201 Water Standards Update 25,000 50685201 Hydraulic Modeling 75,000 50685201 Records Update 50,000 50685201 Cathodic Protection Monitoring 50,000 50685201 Consultant services for water rate/prop 218 study 250,000 50685801 Annual water quality testing contract 65,000 50685802 Design, project, management, inspection, & testing for CIP 50,000 50785201 Design, project, management, inspection, & testing for CIP 75,000 50791011 Design, project, management, inspection, & testing for CIP 950,000 50791017 Public Works Design, project, management, inspection, & testing for CIP 1,020,000 51185201 Bank of America Eileen Lew Perez - 333 S. Hope Street, 13th Flr., CA9-193-13-17 - m -- Los Angeles - CA - 90071 _ 2136217144 - 2136213607 - eileen.lew.perez@bankofamerica.com Brandis Tallman, LLC Nicki Tallman 22 Battery Street, Suite 500 San Francisco CA 94111 4159125632 4159125636 ntaliman@brandistailman.com Charles Z. Fedak & Co. CPA's Paul Ka mark 6081 Orange Ave, 2nd Floor Cypress CA 90630 7145271818 7145279154 paul@czfcpa.com E. Wagner & Associates, Inc. Emily Wagner 5990 Stonerid a Dr., Ste 103 Pleasanton CA 94588 9254161200 9254161296 ewagner@e-wagner.net Economic & Planning Systems Inc. Russell Powell 2150 River Plaza Drive, Ste. 400 Sacramento CA 95833 9166498010 9166492070 rpowell@epssac.com Fieldman, Rolapp & Associates Timothy Schaefer 19900 MacArthur Boulevard, Ste 1100 Irvine CA 92612-2433 9496607300 9494748773 tschaefer@fieldman.com Finance 500, Inc. Ronald Homan 19762 MacArthur Blvd., Ste. 200 Irvine CA 92612 8004776266 9498515188 rhoman@finance500.com Harris & Associates Dennis Anderson 34 Executive Park #150 Irvine CA 92614 8008274901 9258274982 danderson harris-assoc.com John C. Fitzgerald & Associates John Fitzgerald 545 S Figueroa ST, STE 1234 Los Angeles CA 90071 (213) 955- 9577 2139555992 fitzgeraldreport@aol.com Kevin W. Harper, CPA Kevin Harper 3002 Seriana Court Union City CA 194587 5103241022 5104716932 kevinharpercpa@cs.com Koppel & Gruber Public Finance Lyn Gruber 334 Via Vera Cruz, Suite 256 San Marcos CA 92078 7605100290 7605100288 lyn@kgpf.net Koppel & Gruber Public Finance Scott Koppel 334 Via Vera Cruz, Suite 256 San Marcos CA 92078 7605100290 7605100288 scott@kgpf.net MuniFinancial Anne Pele' 27368 Via Industria, Suite 110 Temecula CA 92590 9515873594 9515873510 annep@muni.com NBS Greg Ghironzi 32605 Highway 79 South, Suite 100 Temecula CA 92592 8006767516 9092961998 gghironzi@nbsgov.com NBS Tim Seufert 870 Market Street, Ste. 901 San Francisco CA 194102 8004348349 4153918439 tseufert@nbsgov.com Northcross, Hill & Ach, Inc. G.Craig Hill 999 Fifth Avenue, Ste. 560 San Rafael CA 94901 4157852025 4157852026 craig@nhainc.net Sprin sted Inc. Marty Nohe 28137 Espinoza Mission Viejo CA ICA 92692 9496005330 9496005325 mnohe@springsted.com Urban Futures, Inc. Eva Torres -Wolf 3111 N. Tustin Ave. #230 Orange 92865 7142839334 7142839319 evaw@urbanfuturesinc.com Wulff, Hansen & Co. Mark Pressman 351 California St, Ste 1000, 10th Floor San Francisco CA 94104 4154218900 4159566929 mpressman@wulffhansen.com Pat Perinich & Assoc Pat Perinich 24425 Skyview Ridge Drive #A105 Murrietta fCA 92562