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HomeMy WebLinkAboutNBS PROFESSIONAL SERVICES - 2004-07-28To: Contracts Submittal to City Clerk's Office City Clerk 1. Name of Contractor: NBS 2. Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake — Huntington Central Park provide district administration CFD No. 2003-1. 3. Amount of Contract: $11,000.00 Copy of contract distributed to: The ORIGINAL insurance certificate/waiver sent to Risk Management Initiating Dept City Treasurer _ ORIGINAL bonds sent to Treasurer CITY CLERK'S OFFICE USE ONLY: City Attomey's Office Date: 8/2/04 AUG 0 5 2,004 ,iigat nunutigion meach fty Attomays Offlee g:/Attymisc/forms/city clerk contract transmittal.doc Ll PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND NBS FOR District Administration - Community Facilities District No. 2003-1 Table of Contents 1 Scope of Services.....................................................................................................1 2 City Staff Assistance................................................................................................2 3 Term; Time of Performance.....................................................................................2 4 Compensation..........................................................................................................2 5 Extra Work...............................................................................................................2 6 Method of Payment..................................................................................................3 7 Disposition of Plans, Estimates and Other Documents ...........................................3 8 Hold Harmless.........................................................................................................3 9 Professional Liability Insurance.............................................................................4 10 Certificate of Insurance............................................................................................5 11 Independent Contractor............................................................................................6 12 Termination of Agreement.......................................................................................6 13 Assignment and Delegation......................................................................................6 14 Copyrights/Patents...................................................................................................7 15 City Employees and Officials..................................................................................7 16 Notices.........................................................................................7 17 Consent....................................................................................................................8 18 Modification.............................................................................................................8 19 Section Headings.....................................................................................................8 20 Interpretation of this Agreement..............................................................................8 21 Duplicate Original....................................................................................................9 22 Immigration...............................................................................................................9 23 Legal Services Subcontracting Prohibited................................................................9 24 Attorney's Fees..........................................................................................................10 25 Survival.....................................................................................................................10 26 Governing Law.........................................................................................................10 27 Entirety ......................................................................................................................10 r: U PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND NBS FOR District Administration - Community Facilities District No. 2003-1 THIS AGREEMENT ("Agreement") is made and entered into this 2- 7 day of July 20 04, by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and NBS , a California S-Corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide district administration for CFD No. 2003-1 ; 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 Greg Davidson who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agree/forms/profserv10/15/01-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 "Commencement Date"). This Agreement shall expire on June 30. 2007 , unless sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than required due dates 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 Eleven Thousand Dollars ($ 11,000.00 )• 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/ 15/01-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/ 15/0 1 -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/profserv10/15/01-A 4 • 0 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/profserv10/15/01-A 5 0 0 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 10/15101-A 6 0 • 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 party via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY: City of Huntington Beach ATTN: Mr. Arnold Ross 2000 Main Street Huntington Beach, CA 92648 17. CONSENT TO CONSULTANT: Mr. Greg Davidson, Manager NBS 41661 Enterprise Circle North Suite 225 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/profserv10/15101-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 agme/forms/profsery 10/1510 1-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/profserv10/15101-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, NBS a,� Mike Rentner print name ITS: (circle one) Chairm residen ice President AND By: Mike Rentner print name ITS: (circle o ecreta hief Financial Officer/Asst. Secretary — Treasurer agree/fonns/profsery 10/ 15/01 -A I I CITY OF HUNTINGTON BEACH, a municipal corp9ra4on of theat`e of California Director of Aluf, �� S��✓r (Pursuant To HBMC §3.03.100) APPROVED AS TO FORM: r City Atforridy REVIEWED (only 00 and over) FAV iWimwllkyal Op >„f State of California "4 - ""° ` "" Kevin Shelley Secretary of State STATEMENT OF INFORMATION ENDORSED FILE (Domestic Stock Corporation) . In the office of the Secretary of Stj of the State of California MAY 2 g 2004 - ;FEES,` Film � and Disclosure):. $25.06 . If amendment sQe'instNcttons IMPORTANT "READ INSTRUCTIONS BEFORE COMPLETING THIS FORM 1. CORPORATE NAME: (Please do not alter if name Is preprinted.) C1968655 DUE 05-31-04 36767S NPT KEWN SHELLEY MANWELLBS E&NSCHWARTZANCE GROUP Secretary of State. 20 CALIFORNIA STREET THIRD FLOOR SAN FRANCISCO CA 94110 This Space For Filing Use Only ,CALIFORNIA':CORPORATE OISCLOSURE:ACT.tCo rations a;otle section 150 _- 2. 0CHECK HERE IF THE CORPORATION IS PUBLICLY TRADED. IF PUBLICLY TRADED, COMPLETE THIS STATEMENT OF INFORMATION AND THE CORPORATE DISCLOSURE STATEMENT FORM SI-PTSUPP . SEE ITEM 2 OF INSTRUCTIONS. >'NQ:CNANGI=`STATEMENT . '_ - — 3. IF THERE HAS BEEN NO CHANGE IN ANY OF THE INFORMATION CONTAINED IN THE LAST STATEMENT OF INFORMATION FILED WITH THE SECRETARY OF STATE, INCLUDING ANY INFORMATION CONTAINED IN FORM SI-PTSUPP, CHECK THE BOX AND PROCEEDTO ITEM 17- IF THERE HAVE BEEN ANY CHANGES TO THE INFORMATION CONTAINED IN EITHER FORM, OR NO STATEMENT HAS BEEN PREVIOUSLY FILED, THIS FORM (AND THE FORM SI-PTSUPP, IF PUBLICLY TRADED) MUST BE COMPLETED IN THEIR ENTIRETY. COMPLETEADDRE$SES.FOR.7HE.F.O.LLOWING: Do ilot abbreviate the name of the '*. kerns 4 and:t ca'riho[CiePO Boxes.: 4. STREET ADDRESS OF PRINCIPAL EXECUTIVE OFFICE CITY AND STATE ZIP CODE 41661 Enterprise Circle North Suite 225 Temecula CA 92590 5. STREETADDRESS OF PRINCIPAL BUSINESS OFFICE IN CALIFORNIA, IF ANY CITY STATE ZIP CODE r-1416 1 Enter rise Circle North .Suite 225 Temecula CA 92590 •o. IMM,,��ILINGAODRE CI AND TATE . - _ . ZIp COpE c/o Manwe�� 6 Schwartz 20 California St., 3rd F1.,�San Francisco, CA ��•...... 94111 NAMES AND COMPLETE ADDRESSES OF THE FOI -OWING OFFICERS (The:wrporation must have these three olfioels A.cornpat;�bletttfe Tot; the s e' 6 of�icer:'M' i be added; however, the rinted titles on this statement mW not t e offered. 7. CHIEF EXECUTIVE OFFICER) ADDRESS CITY AND STATE ZIP CODE Michael ner 41810 Via Vasquez Temecula CA 92592 8. SECRETARY/ ADDRESS CITY AND STATE ZIP CODE e _Tpmecula. CA 92590 9. CHIEF FINANCIAL OFFICER/ ADDRESS CITY AND STATE ZIP CODE Michael Rentner 41810 Via Vasquez Temecula, CA 92590 .NiAMES AND`COMPLET;E AQDR SES OF ALL DIRECTORSt INCLUDING D1RECf`ORS WHO ARE AESO OFF..IG�E Mite corRor>�tron '. ES .. _ . " mus[ ieve atdea's2.bh6 director. Atfactl�idf<Fona(a if�leoessa 10. NAME ADDRESS CITY AND STATE ZIP CODE WhitLier Avenue HeMet.CA 92544 11. NAME ADDRESS CITY AND STATE ZIP CODE Michael Ford 1103,_Rippey Street El Cajon CA 92020 12. NAME ADDRESS CITY AND STATE ZIP CODE Denise B. Milton 1440 Francisco Street Sar. Francisco, CA 94123 13. NUMBER OF VACANCIES ON THE BOARD OF DIRECTORS, IF ANY: "0— AGENTF0JR ;SgR%ACE OF`PROCESS '4i tf an individual; the, agent must reside in California and Item 15 must -be completed with a California address. •: If-an6ther.c_orporation,-the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code:sedion 1505 arld item. ib must be left blank. 14. NAME OF AGENT FOR SERVICE OF PROCESS Denise B. Milton Esq. 15. ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFORNIA, IF AN INDIVIDUAL CITY STATE ZIP CODE 20 California Street, Third Floor, San Francisco, CA CA 94111 TYPE OF BUSINESS DESCRIBE THE TYPE OF BUSINESS OF THE CORPORATION Provides administrative services to public agencies. 17. BY SUBMITTING THIS STATEMENT OF INFORMATION TO THE SECRETARY OF STATE, THE CORPORATION CERTIFIES THE INFORMATION CONTAINED HEREIN, INCLUDING ANY ATTACHMENTS, IS TRUE AND CORRECT. Denise B. Milton Agent 05/27/04 TYPE OR PRINT NAME OF OFFICER OR AGENT SIGNATURE TITLE DATE S1-200 NIC fREV 04/2003) APPROVED BY SECRETARY OF STATE ...... . . ....... .......... .... .. ..... ........... ..... 0 r, 0.4 - 6 86 1 Oig ATTACHMENT TO STATEMENT OF INFORMATION FOR NBS GOVERNMENT FINANCE GROUP Additional Diiectors 12a. Jo.hnSauvajot 6902 Wallsey Drive San Diego, CA 92119 12b. Mike Steams 44770 Mayberry Avenue Hemet, CA 92544 28716v I - Secretary of State CA 0 • Exhibit A - Scope of Services All tasks specified below shall be completed by the required due dates. lCommunity Facilities District Administration] NBS has provided the following scope of service for ongoing Community Facilities District ("CFD") administration. This includes all of the usual tasks — research, tax calculation, interfacing with the County, property owner inquiries, delinquency reporting, etc. Note that our standard scope also includes preparation of the CDIAC report, as needed for bonded issues, and the property owner disclosures. Expert Resource. First and foremost, NBS will act as the City's "expert resource," and is available to answer questions and advise the City on particular issues involving the Community Facilities District(s). Data Collection. NBS will gather and review data pertinent to the administration of the Community Facilities Districts. Data will be obtained from various sources such as assessor's parcel maps, building permits and county assessor information as determined to be necessary based on the requirements of the Rate and Method of Apportionment. NBS will maintain and periodically update a database of all parcels within the districts and relevant parcel information. Administrative Cost Recovery. NBS will identify all costs associated with the administration of the Community Facilities Districts and recover those costs through the levy process as outlined in §53317(e) and §53340 of the Government Code of the State of California. Such costs may include, but are not be limited to: bank fees, legal fees, county tax collection fees, and all costs and expenses of the public agency and its consultants related to district administration. Cash and Equivalents Analysis. NBS will determine the Cash and Equivalents balance requirements, acquire the current Cash and Equivalents balances and make recommendations to keep the flow of funds and fund balances in compliance with the bond documents. Fund transfers might include the transfer of available surplus funds to be used as levy credits or the transfer of reserve funds to the redemption fund upon the prepayment of assessments. Cash flow analysis will be performed to determine any levy shortfall or surplus collections. Special Tax Requirement. NBS will calculate the annual Special Tax Requirement that will include all necessary components as outlined in the Rate and Method of Apportionment, such as principal and interest due, administrative expenses, collection for direct financing of services or facilities, and a fund credit or replenishment as determined from analysis of the district funds. Levy Calculation. NBS will calculate the annual special tax levy for each parcel within the Community Facilities Districts following the guidelines established in the Rate and Method of Apportionment. Meeting Attendance. NBS will attend district related Council/Board meetings related to district administration, as requested by the City. Levy Submittal. NBS will submit the levy to the County Auditor Controller in the required format and medium (i.e. tape, diskette). Special Taxes rejected by the County Auditor Controller will be researched and resubmitted for collection on the County Tax Roll. Any parcels that are not submitted to the County for collection will be invoiced directly to the parcel owner, with payment submitted to the public agency. Special Tax Levy Report. NBS will provide an annual Special Tax Levy Report. This report will include a parcel listing with levy amounts and other parcel information, NBS Page 1 the details of the annual Special Tax Requirement, current delinquency information, fund analysis, administrative expenses to be recovered, status of the project and current issues affecting the districts. Delinquency Monitoring. NBS will provide a comprehensive list of delinquencies after each special tax installment becomes due. The delinquency report will provide the district's overall delinquency percentage as well as a detailed list of each delinquent parcel, with the name and address of the delinquent parcel owner, the delinquent amount and penalties. Prepayment Calculations. NBS will provide special tax prepayment calculations to interested parties. The party requesting the calculation shall pay the fee of any prepayment calculation. Bond Calls. NBS will prepare the spread of principal to be called within maturities for all bond calls and coordinate the call with the Paying Agent/Trustee. Release of Liens. NBS will prepare all documents required to release the liens of parcels that have prepaid the special tax or where the districts has matured. CDIAC Reporting. NBS will perform all necessary reporting to the California Debt and Investment Advisory Commission as required by §53359.5(b) and §53359.5(c) of the Government Code of the State of California. Notice of Special Tax Disclosure. NBS will provide Notice of Special Tax Disclosure notices to requesting parties as required by §53340.2 and §53341.5 of the Government Code of the State of California. The fee of any Notice of Special Tax shall be billed to the party requesting the disclosure form. Toll -Free Phone Number. NBS will provide a toll -free phone number for use by the City, other interested parties and all property owners. Our staff will be available to answer questions regarding the districts and ongoing collection of the special tax. Bilingual staff is available for Spanish-speaking property owners. Optional: Mello -Roos Cash Flow Analysis. NBS will update the financial cash flow model for the CFD to examine the relationship of special tax revenues and debt service requirements. This cash flow model will incorporate information regarding bonded indebtedness and current and projected development. (Delinquency Management) NBS will develop a comprehensive delinquency management program which includes a discussion and interpretation of the issuer's foreclosure covenant together with a review of the existing polices and procedures of the City. When deemed as the appropriate course of action, NBS will perform the following. Delinquency Reports. NBS will provide the City with an updated list of delinquencies prior to sending any of the below letters. This report will also detail each district's percentage of delinquencies, as well as a detailed list of each delinquent parcel. Reminder Letter. At the City's direction, send a reminder letter to the property owner of each delinquent parcel for the December 10th installment. The purpose of the letter is to inform and educate the property owner of their obligation to pay assessments. Demand Letter. At the City's direction, send a demand letter to the property owner of each delinquent parcel for the April 10th installment. This letter will be mailed to any property owner who remains delinquent for both installments or who is delinquent for April 10th only. The purpose of this letter is to further educate the property owner and advise them of a potential foreclosure. Page 2 N B S Foreclosure Letter. This type of letter is typically sent after the installments for a parcel have been removed from the tax roll. The letter delineates what amount must be paid directly to the City to forestall the turnover of documents to the foreclosure attorney. Tax Roll Removal. NBS will provide the information required to remove parcels from the tax roll and coordinate with the County Auditor Controller to verify the removal. This step is in preparation of turning the parcels over for foreclosure. Once removed from the tax roll, each property owner will receive one final foreclosure letter indicating the amount due and payment instructions. Payment Plans. At the City's discretion, NBS will offer payment plans to property owners in lieu of turning parcels over to the City's foreclosure counsel. Subsequent Foreclosure Services. NBS will prepare and deliver all information to the City's foreclosure counsel. We will also continue to supply the City's counsel with additional information throughout the foreclosure process. We will continue to respond to property owner and City staff phone calls regarding the status of all cases, and will coordinate and audit status reports on a bi-monthly basis from the City's foreclosure counsel. Toll -Free Phone Number. NBS will provide a toll -free phone number for use by the City, other interested parties and all property owners. Our staff will be available to answer questions regarding the formation and ongoing collection of assessments/special taxes for the districts. Bilingual staff is available for Spanish-speaking property owners. lContinuing Disclosure - Bondsl In accordance with the Disclosure Certificate of the issue, NBS will assist in compliance with the annual disclosure requirement of the SEC Continuing Disclosure Rule 15c2-12. Since the establishment of the Rule, the Bond Disclosure Certificate has guided our efforts. We scrupulously follow the requirements of the Disclosure Certificate to assure full compliance by the City. Even prior to Rule 15c2-12, our consultants had been providing many of the disclosure requirements to the investment community. Specifically, NBS will perform the following: Document Review. NBS will review pertinent documents of the issue, including the Official Statement and Disclosure Certificate. We will identify material such as the Consolidated Annual Financial Report and/or other operating data that the City has agreed to provide in the Disclosure Certificate. Data Collection. NBS will collect the annual financial information and operating data that the City has agreed to provide to each Nationally Recognized Municipal Securities Information Repository (NRMSIR) and the appropriate State Information Depository (SID), if any. Report Preparation. NBS will prepare the Annual Disclosure Report as required in the Disclosure Certificate. Annual Dissemination. NBS will disseminate the Annual Disclosure Report to state and national repositories and post to our website to allow public access free of charge. Significant Events. NBS will prepare and disseminate a "Notice of Significant Events", as listed on the Continuing Disclosure Certificate, to the appropriate SID and to either each NRMSIR or the Municipal Securities Rulemaking Board (MSRB). Action will commence upon notification by the City of the occurrence of any of the events, if deemed by the City to be material. Typical significant events may include: NIBS Page 3 0 • 1) Principal and interest payment delinquencies 2) Non-payment related defaults 3) Unscheduled draws on debt service reserves reflecting financial difficulties 4) Unscheduled draws on credit enhancements reflecting financial difficulties 5) Substitution of credit or liquidity providers, or their failure to perform 6) Adverse tax opinions or events affecting the tax-exempt status of the security 7) Modifications to the rights of security holders 8) Bond calls 9) Defeasances 10) Release, substitution, or sale of property securing repayment of the securities 11) Rating changes JArbitrage Rebate) To assist in compliance with the IRS Code and U.S. Treasury Regulations, NIBS will provide the following services, at the fees quoted, through the firm of Bond Logistix, LLC ("BLX"), formerly known as Orrick, Herrington & Sutcliffe, LLP, the premiere firm for the provision of these services. The following outlines the specific services provided relating to arbitrage rebate calculation and consulting services. Document Review. Pertinent documents of the issue will be reviewed including the Official Statement, Trust Indenture, Tax Certificate, and IRS form 8038-G to determine whether the issue is subject to the rebate requirement and identify what general and/or elective exceptions are available to the issue. Bond Yield. Sources and uses of all proceeds will be identified to determine how the rebate requirement applies to each fund. Produce a debt service schedule for the issue and calculate and/or verify the bond yield. Excess Earnings Calculation. Trust statements and/or Agency accounting records will be utilized to create a cash flow report for each fund. These reports will be used to identify all investment activity and interest earnings attributable to the funds. Calculate the arbitrage earnings on investment of funds subject to rebate and determine the issuer's net rebate and/or penalty liability. Investment Yield Calculation. The investment yield will be calculated for each fund as a "reality check" to reaffirm the accuracy of the cash flow report. This measure not only ensures the accuracy of the report but also is a useful tool when analyzing investment opportunities. Summary. A report will be prepared that summarizes the rebate liability of the issue, identifies the methodology employed, computational assumptions, conclusions, and any recommended changes in record keeping and investment policies. Analyze all transactions and explore every legally permissible avenue to minimize the rebate liability. Identify outstanding proceeds subject to the rebate requirement, and identify the instruments and yields of the investment vehicles utilized by each fund. Filing Requirement. NBS will coordinate the preparation and filing of the IRS form 8038- T with the payment as required. Review. NBS will review the rebate report with City staff and discuss the policies and procedures as they relate to the rebate requirement to ensure compliance with treasury regulations. The review will also be used to determine the necessity of any future calculations. Page 4 N B S U I� Exhibit B — Schedule of Fees Total Fees not to exceed $11,000 lCommunity Facilities District Administration] $25,000,000 City of Huntington Beach Community Facilities District No. 2003-1 (Huntington Center) 2004 Special Tax Bonds $5,000 Optional Fees: Prepayment Calculations (per request).............................................................................. $150 (Fee based on complexity of calculations. Party requesting calculations shall pay) Notice of Special Tax (per notice)......................................................................................... $10 (The fee of any Notice of Special Tax shall be billed to the party requesting the disclosure form) Mello -Roos Cash Flow Analysis........................................................................................ Hourly (To keep annual administration costs low, NIBS will provide this service hourly at the discretion of the City.) Delinquency Management) ReminderLetters...................................................................................................................$10 DemandLetters.......................................................................................................................15 ForeclosureLetters.................................................................................................................30 Payment Plan Administration................................................................................................150 TaxRoll Removal....................................................................................................................50 .t Subsequent Foreclosure Fees................................................................................................75 ,.. All fees are based on a per parcel/per district basis This fee will be recovered as part of the next levy. This fee includes filing of "Notice of Intent to Remove Delinquent Installments" but does not include County fees for removal from the tax roll. This fee is per parcel/per district/per year from the initiation of the foreclosure. )Continuing Disclosure) The Annual Report Fee is based on the complexity of the disclosure requirements. Annual Report Fee Annual Report (per report)......... Special Event Notification ........................................... Dissemination Services Report Dissemination (per recipient) ....................... Significant Event Dissemination (per recipient) ....... Posting to NBS website............................................... .$1,500 .................. Hourly or $100 per event .................................................... $25 .................................................... $25 ......................................... No charge OM W Page 1 s • jArbitrage Rebate) The following fee structure is for the integrated provision of arbitrage rebate analysis with a legal opinion from BondLogistix. If the City desires to use another firm for this particular work, NBS will coordinate with that firm. Base Fees Commitment Fee: .................... Report Fee (per report):.......... Additional Service Fees Computation Periods in Excess of 18 Months (per year): ........................... Commingled Funds Analysis (as appropriate): ............................................ Transferred Proceeds Analysis (as appropriate): ........................................ Variable Rate Issues: ................................................................................... )Expensed ..$500 .2,250 ... $500-1,000 ..... 500-1,000 ..... 500-1,000 ..... 500-1,000 Customary out-of-pocket expenses will be billed to the City at actual cost to NBS. These expenses may include, but not be limited to travel, postage, telephone, reproduction, meals and various County charges for tapes, maps, and recording fees. jAnnual Fee Increases) Cost of living increases may be applied to the services listed above on October 1 each year, beginning with October 1, 2005. The COLA would be the actual cost of living increase, based on the U.S. Department of Labor, Bureau of Labor Statistics, Consumer Price Index for all urban consumers for the Southern California counties. jAdditional Services) Following is the current hourly rate. Additional services authorized by the City will be billed at this rate or the then -applicable hourly rate. Title Hourly Rate Director $ 135 Engineer 125 Senior Consultant/Programmer 110 Consultant 85 Analyst 65 Clerical/Support 45 Page 2 N B S ITermsl Administration services will be invoiced quarterly at the beginning of each quarter. Expenses will be itemized and included in the next regular invoice. Fees for all other services will be invoiced upon completion of the task. If the project is prematurely terminated by either party, NBS shall receive payment for work completed. Payment shall be made within 30 days of submittal of an invoice. If payment is not received within 90 days simple interest will begin to accrue at the rate of 1.5% per month. Either party can cancel contracts with 30 days written notice. Page 3 N B S ACORD CERTIFICAJI OF LIABILITY INSU CE DATE(MMIDDIYYYY) TM 07/20/2004 PRODUCER (909) 784-0311 FAX 9) 784-5433 THIS CERTIFICATEMISSUED AS, MATTER OF INFORMATION Ramco-Calzona Ins. Service, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 5051 Canyon Crest Dr. #200 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Riverside, CA 92507 NBS Goverment Finance Group 41661 Enterprise Cir N # 225 Temecula, CA 92590 COVERAGES INSURERS AFFORDING COVERAGE NAIC # INSURER A: TUDOR INSURANCE CO./E.L.M. INS. ROKER! INSURER B: (A. M . BEST RATED ' A+ VIII' ) INSURER C: INSURER E: 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. LTR NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MM/DD/YY POLICY EXPIRATION DATE MM/DD/YY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY _........ .. _... PREMISES Ea occurence $ CLAIMS MADE El OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ POLICY PROJECT 7LOC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $ ALL OWNED AUTOS SCHEDULED AUTOS . BODILY INJURY (Per person) $ HIRED AUTOS NON -OWNED AUTOS - BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR E� CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE TORY LIMITS ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT 1 $ A OTHER PROFESSIONAL LIABILITY SPL0008054 09/04/2003 09/04/2004 $2,000,000 EACH WRONGFUL ACT $2,000,000 ANNUAL AGGREGATE DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS APPROVED AS TO FORM VIDENCE OF INSURANCE JE IFE GRATH, City Attomay CERTIFICATE HOLDER CANCELLATION CITY OF HUNTINGTON BEACH ATTN: ARNOLD ROSS 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL 90M MAIL 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, D(9MKXM(Dt7�Q*911MKXXK9fM9Q1Q9(M)OX)QXIX%90)OV)QE9M)(XXXX AUTHORIZED REPRESENTATIVE Richard Messer/LYN ACORD 26 (2001/08) (OACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) ACQRQ CERTIFICAT F LIABILITY INSURA E o9i30/2 0 ' PRODUCER (909) 587-2719 FAX (90 587-6001 Anthem Insurance 42145 Lyndie Ln. , #202 Temecula, CA 92S91 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED NOS Government Finance Group 41661 Enterprise Circle North, Suite 22S Temecula, CA 92590 INSURERA: Assurance Company of America INSURERB: Harbor Specialty Insurance Co. INSURERC: INSURERD: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDINI 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. INSR DD' TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MMIDDIYYI POLICY EXPIRATION DATE (MMIDDIYYI LIMITS GENERAL LIABILITY PAS36809920 09/24/2003 09/24/2004 EACH OCCURRENCE E 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED E 1,000,000 CLAIMS MADE Q OCCUR MED EXP (Any one person) E 10,000 A _ PERSONAL & ADV INJURY E 1,000,000 GENERAL AGGREGATE E 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG E 2,000,000 POLICY PRO LOC JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT E ANY AUTO PAS36809920 09/24/2003 09/24/2004 (Ea accident) 11000,000 BODILY INJURY E ALL OWNED AUTOS SCHEDULED AUTOS (Per person) A BODILY INJURY E X HIRED AUTOS X NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE E (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT E OTHER THAN EA ACC E ANY AUTO E AUTO ONLY: AGG EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE E OCCUR CLAIMS MADE AGGREGATE E E E DEDUCTIBLE E RETENTION E WORKERS COMPENSATION AND HN03033S3-01 09/24/2003 09/24/2004 1 WCSTATU- OTH- EMPLOYERS' LIABILITY E.L. EACH ACCIDENT E 1,000,00 B ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. DISEASE - EA EMPLOYEE E 1,000,00 OFFICER/MEMBER EXCLUDED? uibe under PROVISIONS below E.L. DISEASE - POLICY LIMIT _ E 1,000,000 PAS36809920 09/24/2003 09/24/2004 Special Form ss Personal Ded• $500 'Limit: ty r $110,000 F OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS 0 days notice of cancellation for non-payment. City of Huntington Beach, its agents, fficers and employees are named additional insureds. CG2010 3/97 to follow. Ap OV'" TO FORM: R MoGRATH, City A'O'ey/ City of Huntington Beach Attn: Mr. Arnold Ross 2000 Main Street Huntington Beach, CA 92648 SHOULD ANY OF THE ABOVE DESdRIBED POLICIES BE CANCELLED BEFORE THE . EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL 10MOO b MAIL *30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, >facxac>xxlxxlxx�l4ax��cil�xx�cxx THE /. . 0 WA AGOKU 25 (z0U1/U8) raw^^MM r%^00AD ATIAIU IOR11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CG 20 10 03 97 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement effective Policy No. 09/24/03-09/24/04 12:01 A.M. standard time PAS36809920 Named .Insured Countersigned by NBS Government Finance Group Kristie Donaldson (Authorized Representative) SCHEDULE Name of Person or Organization: Re: All Operations. City of Huntington Beach, its agents, officers and employees. (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, but only with respect to liability arising out of your ongoing operations for that insured. App OVED AS TO FORM: tIFER MCGRATH, City Attorney CL 897 (3-97) CG 20 10 03 97 Copyright. Insurance Services Office, Inc., 1996 Page 1 of 1 Su: , ►ty PROFESSIONAL SERVICE ONTRACTS Huntin i'Beachm PURCHASING CERTIFICATION 1. Requested by: Atl y— '� (�► �` �� 2. Date:/z.9lo 3. Name of consultant: - IVY 4. Description of work to be performed: C ulates & Submits Assessment Tax Rolls 6. Amount of the contract: $ 6,500 one year total (1/4 remaining in current FY) ; $ 19,500 for three complete Fiscal Years 6. Are sufficient funds available to fund this contract? [} -Yes, ❑ No 7. Company number and object code where funds are budgeted: YD6 ((MO- 1 8. Is this contract generally described on the list of professional service contracts approved by the City Council'? ErYes, ❑ 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?' [rJ" es, ❑. No 10. Were (at least) informal written proposals requested of three consultants? E! 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. �A A I HARETAMADRIL, Mana er Purchasing/Central Services If the answer to any these questions is "No," the contract will require approval from the City Council. Document] 7/3/2002 10:54 AM Adminis 'ces 3 - RFQ List 'n Pat Perinich &.Associates 24425 Skyview Ridge Dr, A 105 Murrieta, CA 92562 909 698 5930 $ 6,.000 per annum NBS Government Finance Group 41661 Enterprise Circle North, Ste 225 Temecula, CA 92590 800 676 7516 $ 5,000 + $ 1,500 for Disclosure Report McClelland Coren 330 No. Brand Blvd, Ste 590 Glendale, CA 91203-2308 Failed to respond and/or return call