HomeMy WebLinkAboutQUINT & THIMMIG, LLP - 2002-07-15 Professional Services Contracts Checklist
for Submittal to City Clerk's Office RECEIVED
(Please transmit this form when your contract is ready to be filed in the City Clerk's MAY<p,•(fi_ 1 9 2003
To: -Connie Brockway, City Clerk DEPARTMENT OF
X5404 ECONOMIC DEVELOPMENT.
PLEASE PRINT
1. Name of Contractor:
2. Purpose of Contract: For Example: Audit Services—Fair Labor Standards Act or
Water Quality Testing Huntington Lake—Huntington Central Park
r3. Expiration Date: If no ex ration date, please put a tentative expiration date so the City Clerk's
Offic an inquire of your Department if the file is ready to inactivate.
4. Amount of Contract:
A. Is the attached contract RELATED to a PREVIOUSLY SUBMITTED contract(Renewal/Amendment/Etc)? ❑YES❑NO
B. Did you attach the LIST OF CONSULTANTS from whom proposals were requested—pursuant to HBMC 3.03.100? ❑YES❑NIA
OR Is the attached contract a SOLE SOURCE? ❑YES❑N/A .
C. Did you attach a COPY of the insurance certificate and send the ORIGINAL TO RISK MANAGEMENT? ❑YES
PLEASE INCLUDE; CITY CLERK'S OFFICE USE ONLY:
Cate o "Data.Efit
Ipha ID �
*600 1 or;*600.30 Pendm
Name/Extension { ,
71"l
Department (7 '
Date
RECORDS'DIV:Check Ci.f.Clerk's Database for Existln Fife . f❑DONE<,
g:/forms/city clerk contra;checklist.doc
AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH
AND
QUINT & THIMMIG
FOR BOND/DISCLOSURE COUNSEL REGARDING
THE PROPOSED COMMUNITY FACILITIES DISTRICT
THIS AGREEMENT is made and entered into this day of , 2002,
by and between the CITY OF HUNTINGTON BEACH("City") and QUINT& THIMMIG, LLP,
Attorneys at Law ("Legal Counsel").
WHEREAS, City desires to employ disclosure counsel in connection with the proposed
Community Facilities District for the McDonnell Centre Business Park Project;
Legal Counsel represents that it is ready, willing and able to provide the legal services to the
City;
NOW, THEREFORE, the parties hereto mutually agree as follows:
SECTION 1. Employment. City hereby employs Legal Counsel and Legal Counsel
hereby accepts such employment to serve as bond/disclosure counsel to the City in connection with
the proposed Community Facilities District for the McDonnell Centre Business Park Project. In
serving as bond/disclosure counsel for the Community Facilities District, Legal Counsel shall
perform the services described in the Scope of Services attached hereto as Exhibit A.
SECTION 2. Fees. Legal Counsel's fee for serving as bond/disclosure counsel shall be
contingent upon the issuance of the_Community Facilities District bonds. The fee shall be
determined according to the following schedule:
02Agree/Quint—McDonnell/1/24/02 1
Amount Fee
$ 5 million or less $65,000
$5 million or more $65,000 plus .5% of the excess over$5 million
In addition;costs shall not exceed Three Thousand Five Hundred Dollars ($3;500.00).
SECTION 3. Reporting. In performing legal services under this Agreement, Legal
Counsel shall work under the direction and control of the City Attorney and shall not render
additional legal services other than those specified in this Agreement without the advance
concurrence of the City Attorney.
SECTION 4. Termination. This Agreement may be terminated by the City at any time
by giving written notice to Legal Counsel ttzth or without cause. In the event of termination, all
finished and unfinished documents,pleadings, exhibits, reports, and evidence shall, at the option of
the City,become its property and shall be delivered to it by Legal Counsel.
SECTION 5. Hold Harmless. Legal Counsel shall protect, defend, indemnify and
hold harmless City, its officers, officials, employees and agents from and against any and all
liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of
every nature) arising out of or in connection with Legal Counsel's performance of this Agreement
or its failure to comply with any of its obligations contained in this Agreement, except such loss or
damage which was caused by the negligence or willful misconduct of the City.
SECTION 6. Independent Contractor. Legal Counsel is, and shall be, acting at all
times in the performance of this Agreement as an independent contractor herein and not as an
employee of City. Legal Counsel shall secure at its expense and be responsible for any and all
payment of income tax, social security, state disability insurance compensation , unemployment
compensation, Workers' Compensation, and payroll deductions for Legal Counsel and its officers,
agents and employees, and all business licenses, if any, in connection with the services to be
performed hereunder.
02Ag ee/Quint—McDonnell/1/24/02 2
SECTION 7. Workers' Compensation. Legal Counsel shall comply with all of the
provisions.of the Workers' Compensation Insurance and Safety Acts of the State of California, the
applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto;
and all similar state or'federal acts or laws applicable; and shall indemnify,defend and hold`
harmless City from and against all claims, demands, payments, suits, actions,proceedings and
judgments of every nature and description, including attorneys' fees and costs presented,brought or
recovered-against City, for or on account of any liability under any of said acts which may be
incurred by reason of any work to be performed by Legal Counsel under this Agreement.
SECTION 8. Professional Liability Insurance. Legal Counsel shall furnish a
professional liability insurance policy covering the work performed by it hereunder. Said policy
shall provide coverage for Legal Counsel's professional liability in an amount not less than
$10,000,000 per occurrence and.in the aggregate. A claims made policy shall be acceptable if the
policy further provides that:
1. The policy retroactive date coincides with or precedes the professional services
contractor's start of work (including subsequent policies purchased as renewals or
replacements).
2. Legal Counsel will make every effort to maintain similar insurance during the
required extended period of coverage following project completion, including the
requirement of adding all additional insureds.
3. If insurance is terminated for any reason, Legal Counsel agrees to purchase an
extended reporting provision of at least two (2) years to report claims arising from
work performed in connection with this Agreement.
4. The reporting of circumstances of incidents that might give rise to future claims.
Under no circumstances shall this insurance contain a self-insured retention, or a
"deductible"or any other similar form of imitation on the required coverage in excess of$50,000.
02Agree/Quint—McDonnell/1/24/02 3
SECTION 9. Certificates of'Insurance. Prior to commencing performance of the work
hereunder, Legal Counsel shall furnish to City certificates of insurance subject to approval of the
City Attorney evidencing the foregoing insurance coverages as required by this Agreement; said
certificates shall:
1. provide the name and policy number of each carrier and policy;
2. shall state that the policy is currently in force; and
Legal Counsel shall maintain the foregoing insurance coverages in force until the work
under this Agreement is fully completed and accepted by City.
The requirement for carrying the foregoing insurance coverages shall not derogate from the
provisions for indemnification of City by Legal Counsel under the Agreement. City or its
representative shall at all times have the right to demand the original or a copy of all said policies of
insurance. Legal Counsel shall pay,in a prompt and timely manner,.the premiums on all insurance
hereinabove required.
SECTION 10. Responsible Attorney. Legal Counsel hereby appoints Paul Thimmig
as the attorney primarily responsible for the services rendered hereunder. Primary responsibility for
the work shall rest with Paul Thimmig and Brian Quint and no work will be assigned to attorneys
within the firm without the written consent of the City Attorney.
SECTION 11. Delegation. This Agreement is a personal services agreement, and the
services provided hereunder shall not be performed by or delegated to any person or entity other
than Legal Counsel without the express prior written approval of the City Attorney.
SECTION 12. Modification.No waiver or modification of this Agreement or of any
covenant, condition, or limitation herein contained shall be valid unless in writing and duly
executed by the party to be charged therewith.
SECTION 13. City Employees and Officials. Legal Counsel shall not employ any
City official or any regular City employee in the work performed pursuant to this Agreement. No
02Agree/Quint—Mc Donnell"1/24/02 4
officer or employee of City shall have any financial interest in this Agreement in violation of
California Government Code Section 1090, et seq.
SECTION 14. Immigration. Legal Counsel shall be responsible for full compliance with
the immigration and.naturalization laws of the United States and shall,in particular, comply with
the provisions of 8 U.S.C. § 1324a regarding employment verification.
SECTON 15. Nondiscrimination. Legal Counsel agrees not to discriminate against any
person or class of persons by reason of sex, age, race, color, creed, physical handicap, or national
origin in employment practices and in the activities conducted pursuant to this agreement, in
accordance with Government Code § 19702.
SECTION 16. Notices. Any notices or special instructions required to be given in
writing under this Agreement shall be given either by personal delivery to Legal Counsel or to the
City Attorney.as the situation shall warrant, or by enclosing the same in a.sealed envelope,postage
prepaid, and depositing the same in the United States Postal Services, addressed as follows:
TO CITY: TO LEGAL COUNSEL:
Gail Hutton, City Attorney Paul Thimmig, Esq.
City of Huntington Beach Quint&Thimmig, LLP
2000 Main Street One Embarcadero Center, Suite 2420
Huntington Beach, CA 92648 San Francisco, CA 94111-3737
Telephone: (714) 536-5555
Facsimile: (714) 374-1590
SECTION 17. Entire Agreement. This Agreement contains the entire agreement between
the parties respecting the subject matter of this Agreement and supersedes all prior understandings
and agreements, whether oral or in writing.
02Agree/Quint—McDonnell/1/24/02 5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
and through their authorized officers the day, month and year first above written.
QUINT& THIMMIG, LLP CITY OF HUNTINGTON BEACH,
Attorneys at Law a municipal corporation of the
State f California
By:
Director of Economic Development
(Pursuant to HBMC§3.03.100)
Name:
(print or type)
Its: Partner
APPROVED AS TO FORM:
City�Attney �� J
REVIEWED AND APPROVED:
City Administrator
02Agree/Quint—McDonnell/7/23/02 6
AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH
AND
QUINT & THIMMIG,LLP
FOR BOND/DISCLOSURE COUNSEL SERVICESREGARDING
THE PROPOSED COMMUNITY FACILITIES DISTRICT.
Table of Contents
Section Page
1 Employment 1
2 Fees 1
3 Reporting 2
4 Termination 2
5 Hold Harmless 2
6 Independent Contractor 3
7 Workers' Compensation 3
8 Professional Liability Insurance 3
9 Certificates of Insurance 4
10 Responsible Attorney . 5
11 Delegation 5
12 Modification 5
13 City Employees and.Officials . 5
14 Immigration 5
15 Nondiscrimination 5
16 Notices 6
17 Entire Agreement 7
EXHIBIT A
SCOPE OF SERVICES FOR CFD
Scope of Services-Bond Counsel. Legal Counsel will confer and consult with City staff,its
financial advisor, disclosure counsel and other consultants on all matters relating to the
community facilities district including participation in the review and selection of appropriate
financing methods. Legal Counsel will assist the City in determining an appropriate rate and
method of the special tax based upon its experience. Legal Counsel will attend all meetings of
the City's staff, consultants and underwriter at which financing methods are to be discussed and
analyzed for successful completion of the financing. Legal Counsel is available to engage in
these services according to the City's time schedule.
With respect to the Mello-Roos community facilities district bonds (the "CFD Bonds"), Legal
Counsel's services will include the preparation of all materials necessary for the proper
formation of the community facilities district, including assisting the City with the preparation of
a statement of local policies and goals with respect to community-facilities districts within the
City, if necessary. Legal Counsel will review the special tax for its assurance that the tax
complies with state and federal limitations. Legal Counsel will prepare all agreements,
resolutions, notices, bond forms and all other legal documents required by California law for the
execution, sale and delivery of the CFD Bonds. Legal Counsel will review the agreements with
the developers to ensure that there are no provisions which could jeopardize the.federal tax
exemption of interest on the CFD Bonds, such as covenants of the developer to guarantee the
payment of the special taxes of the community facilities district (other than according to the rate
and method of apportionment of the special tax).
Legal Counsel will review the overall plans of private and public financing to determine how
tax-exempt Mello-Roos funds and private loans may be allocated among all of the cost of the
Proj ect.
Legal Counsel shall assist in presenting information to bond rating organizations and municipal
bond insurance companies. Legal Counsel shall advise the City regarding all disclosure issues
necessary for the Bond issue;participate and assist the City's staff, financial advisor and/or
underwriter in the preparation and review of an.official statement and other disclosure
documents to be used in connection with the offering and sale of the Bonds, and, at the City's
request, conduct a briefing of the City's staff and Council as to the content and sufficiency of all
disclosure material.
Legal Counsel shall prepare and complete all validation proceedings deemed necessary by the
City, including the preparation of a non-arbitrage certificate for federal income tax purposes.
Subject to completion of the financing to Legal Counsel's satisfaction, Legal Counsel will issue
its approving legal opinion to the purchasers of the CFD Bonds to the effect that all proceedings
have been legally undertaken for the authorization, execution, sale and delivery of the CFD
Bonds or other transactions relating to the financing and that interest paid with respect to the
Bonds is excluded from gross income for federal income tax purposes and is exempt from State
of California personal income tax. Legal Counsel will also issue appropriate supplemental
opinions and certificates as may be necessary or appropriate. Legal Counsel shall prepare and
provide a complete transcript of the conduct of the proceedings necessary to accompany the
issuance of the Bonds.
Finally, Legal Counsel will confer and consult with City officials with respect to problems which
may arise during the period of servicing and payment of the CFD Bonds and provide any and all
other services commonly expected of bond counsel.
Scope of Services-Disclosure Counsel. Legal Counsel will act as disclosure counsel in
connection with the Community Facilities District for the McDonnell Centre Business Park.
Legal Counsel's role as disclosure counsel to the City would begin at the commencement of the
preparations of the preliminary official statement for the initial offering of municipal securities
for the Project and would continue thereafter until the date of issuance and delivery of the
securities. It would include the following:
(1) Establish a manageable disclosure program for the issuer which allows efficient
and cost effective compliance with SEC Rule 15c2-12 in.connection with the
offering of the securities;
(2) Provide advice and, where appropriate, supervision with respect to the assembly
and preparation of information for the official statement and consultation with the
financial advisor or underwriter and appropriate issuer staff members;
(3) Review, for disclosure purposes, any intended investment arrangement for the
proceeds of the bonds;
(4) Review legal documents and approving resolutions prepared by bond counsel for
disclosure purposes and in particular review compliance with the Continuing
Disclosure Agreement between the.issuer and the dissemination`agent designed to
satisfy the applicable SEC continuing disclosure requirements. Additionally, .
Legal Counsel would prepare a Continuing Disclosure Agreement of the
developer or land owner of the project to the extent that they are considered
"obligated persons" for purposes of Rule 15c2-12;
(5) Undertake such independent inquiry as may be necessary at the time of initial
offering to render an appropriate disclosure opinion; and
(6) Render an appropriate disclosure counsel opinion which will describe the nature
of Legal Counsel's review and inquiries and indicate that Legal counsel is not
aware of any material reinstatements or omissions in the disclosure document.
(7) Legal Counsel shall advise the City regarding all disclosure issues necessary for
the Bond issue;participate and assist the City's staff, financial advisor and/or
underwriter in the preparation and review of an official statement and other
disclosure documents to be used in connection with the offering and sale of the
bonds, including rendering a 106-5 opinion to the City, and, at.the.City's request,
conduct a briefing of the:City's staff and Council as to the content and sufficiency,
of all disclosure material.
HBs46 PROFESSIONAL SERVICE CONTRACTS
'Beach� PURCHASING CERTIFICATION
'+m
1. Requested by: City Attorney
2. Date: June 25, 2002
3. Name of consultant: Quint & Thimmig
4. Description of work to be performed: To serve as bond/disclosure counsel in
conneciton with McDonnell Centre Business Park
5. Amount of the contract: To be determined upon issuance of the bonds.
6. Are sufficient funds available to fund this contract?' ❑ Yes, ❑ No N/A
7. Company number and object code where funds are budgeted: 0. N/A
8. Is this contract generally described on the list of professional service contracts
approved by the City Council'? ❑ Yes, ❑ No N/A
9. Is this contract within $25,000 or 25% (whichever is.less) of the amount stated on
the list of professional service contracts approved by the City Council?'
❑ Yes, ® No
10. Were (at least) informal written proposals requested of three consultants?
R 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
5RI HARD AMADRIL, Mana er
Purchasing/Central Services
If the answer to any these questions is "No," the contract will require approval from the City Council.
_P_Lrchasin2 Certification - -; 22/02 9:56 A:Nt
Mailing List— Bond Counsel/Disclosure Counsel
McDonnell Centre Business Park
Paul Thimmig
Quint &Thimmig, LLP
One Embacadero Center, Suite 2420
San Francisco, CA 94111
(415) 765-1550
Andy Hall
Jones Hall
650 California Street, 18th Floor
San Francisco, CA 94108-272
Kim Byrens
Best Best &Krieger, LLP
100 Mission Square
3750 University Avenue
Riverside,CA 92501
(909) 686-1450
GAMulvihiII\2001 UPWailing List.doc
surfEityHB INSURANCE AND INDEMNIFICATION WAIVER
„uni�. �v MODIFICATION REQUEST
1. Requested by: City Attorney
2. Dater July 11, 2002
3. Name of contractor/permittee: Quint & Thimmig
4. Description of work to be performed: To serve as bond/disclosure counsel in connection
with McDonnell Centre Business Park
5. Value and length of contract: to be determined upon issuance of bonds
6. Waiver/modification request: Waive cancellation clause requirement as to notice to City
7. Reason for request and why it should be granted: Insurance provider is unable/unwilling
to comply.
8. Identify the risks to the City in approving this waiver/modification: minimal - this is a very
large, solvent law firm.
ems'Department Head Signature Da
i
APPROVALS 1
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 Management and the City Attorney's Office disagree.
4 1. Risk Management
Approved ❑ Denied
Signature Date
2. Pit Attorney's Office
I
Approved ❑ Deniecr\\, .1/-7//)3
Signature ate
3. City Administrator's Office
I
❑ 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,
j this form is to be filed with the Risk Management Division of Administrative Services
i
Inem,rnnna K Inriemnifirntinn Waiver - -_ _ 7/11/n2 inns AM
MAR-12—a003 13:32
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PRODUCER THIS CERTIFICATC 16 ISSUED AS A MATTER OF INFORMATION
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HOLDER. THIS UERTIFICATE DOES NOT AMEND, ExitMA OR ,'y:+
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CERrWATE HOLDER CANCELUT14N- �„I',1•
City of Hmtingtm BeaCh HHUULD ANY of THE ABOVE 15COC11116ED POLICIIis BE CANCELIFn REFL)HM IRE
hFd IA Sheet CXMIIATION DATE THEREOF,THE IRRI Illeti tmwwANT WILL ItNJ)EAVOR To MAIL +:
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9 EUT FAI MAIL BLOW NOTICE SHALL IUPn.gF Kill Un1JUATION OR LIAMM
I Attn: LC' ie Mulvihill lmv A 1 lipgof IRE COMPANY, ITS AGENT3 On nEPREBENTATTvFS.
ACORD 25-8 131991 DACORD CORPORATION IW: '
J� City of Huntington Beach
P.O. Box 190 - 2000 Main Street
Huntington Beach, California 92648
HUNriNCTON BEACH Www.ci.huntington-beach.ca.Us
From the desk of: Connie Brockway, CIVIC
Clerk
Telephone: (714) 536-5404
Fax: (714) 374-1557
RECEIVED
APR 2 2003
DEPARTMENT OF
ECONOMIC DEVELOPMENT
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fie. e.e w ee- . Pi e rL6-e a e,e--
Rebecca,
When these notes are attached just copy them on letter size paper and throw
them away. That way I have a record of the reasons the agreement had
problems and the problems were fixed. \
Connie
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FIE
Professional Services Contracts Checklist
for Submittal to City Clerk's Office
i
(Please transmit this form when your contract is ready to be filed in the City Clerk's Office)
To: Connie Brockway, City Clerk
x5404
PLEASE PRINT
1. Name of Contractor:
i
2. Purpose of Contras 5�/��3 or Standards Act or
-Huntington Central Park
f
3. Expiration Date: If n " f,,/ ration date so the City Clerk's
Offs / �`` I 's ready to inactivate
� /
4. Amount of Contract:
a
G ,<
A. Is the attached contract RELATED Lo a PREVIOUSLY SUBMITTED contract(Renewal/Amendment/Etc)? ❑YES❑NO
B. Did you attach the LIST OF CONSULTANTS from whom proposals were requested—pursuant to HBMC 3.03.100? ❑YES❑N/A
OR Is the attached contract a SOLE SOURCE? ❑YES❑N/A
C. Did you attach a COPY of the insurance certificate.and send the ORIGINAL TO RISK MANAGEMENT? ❑YES
PLEASE INCLUDE' CITY.CLERK'S OFFICE USE ONLY:
Category Data En
Alpha Numenc : `ID -
'600.10 or x:'600 30 Pendin
Name/Extension
Department
Date
RECORDS DIV:Check Ci "Clerk's Database.:for Existing File. ❑DONE
g:/forms/city clerk contract checklist.doc I
I
Pa A
7LO
1
\ vh
Category Date Entered. 411812003 ...
Alpha Num ID: 18868
' QU 600.10 Active
7/15/02 Quint&Thimmig Bond/Disclosure Counsel
Community Facilities District CFD-2002-1 McDonnell f
\ Centre Business Park Project X:4/2003 (per EDD E
Economic Development Dept.) i
�,
J� + City of Huntington Beach
P.O.Box 190-2000 Main Street
Huntington Beach,California 92648 712$ - y Gt•✓►� p�v{.��t
HUNTINGTON BEACH 7 V`�S W G+S D✓t h^ y5�
From the desk of: Connie Brockway
City Clerk
Telephone: (714) 536-5404 ^�
Fax: (714) 374-1557 RECEIVED
www.ci.hunthAg98-E beach Ecaa.us
� MAY 2 8 2003°3 MAY 2 7 2003 DEPA�T ,IcNT OF.
ECONOMIC,DEVELOPMENT .
City of Huntington Beach /
i Gity Attorneys Office 7/1�/0 e
1 55 v G auks ��.g AA
r 0�W$s
6W( 5 4416ltOV� �� ate 2 oy7
&,X ,�
Professional Services Contracts Checklist
for Submittal to City Clerk's Office
(Please transmit this form when your contract is ready to be filed in the City Clerk's Office)
To: Connie Brockway, City Clerk
x5404
PLEASE PRINT
1. Name of Contractor:
2. Purpose of Contract: For Example: Audit Services— Fair Labor Standards Actor
Wafer Quality Testing Huntington Lake—Huntington Central Park
3. Expiration Date: If no expiration date, please put a tentative expiration date so the City Clerk's
Office can inquire of your Department if the file is ready to inactivate.
4. Amount of Contract:
A. Is the attached contract RELATED to a PREVIOUSLY SUBMITTED contract(Renewal/Amendment/Etc)? ❑YES 0 NO
B. Did you attach the LIST OF CONSULTANTS from whom proposals were requested—pursuant to HBMC 3.03.100? ❑YES 0 NIA
OR Is the attached contract a SOLE SOURCE? ❑YES❑N/A
C. Did you attach a COPY of the insurance certificate and send the ORIGINAL TO RISK MANAGEMENT? ❑YES
PLEASE INCLUDE: CITY CLERK'S OFFICE USE ONLY:
Category 'Dat6Zntry
Alpha >Numenc3� 1D
'600.10' o� 600.30, Pendin
Name/Extension
Department
L n
Date
9
'RECORDS DIV.Check Cit .Clerk's'Databasefgr Exis4n File:. ❑DONE
g:/forms/city clerk contract checklist.doc
AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH
AND
QUINT & THIMMIG
FOR BOND/DISCLOSURE COUNSEL REGARDING
THE PROPOSED COMMUNITY FACILITIES DISTRICT
THIS AGREEMENT is made and entered into this /67day of , 2002,
by and between the CITY OF HUNTINGTON BEACH ("City") and QUINT& THIMMIG, LLP,
Attorneys at Law ("Legal Counsel").
WHEREAS, City desires to employ disclosure counsel in connection with the proposed
Community Facilities District for the McDonnell Centre Business Park Project;
Legal Counsel represents that it is ready, willing and able to provide the legal services to the
City;
NOW, THEREFORE, the parties hereto mutually agree as follows:
SECTION 1. Employment. City hereby employs Legal Counsel and Legal Counsel
hereby accepts such employment to serve as bond/disclosure counsel to the City in connection with
the proposed Community Facilities District for the McDonnell Centre Business Park Project. In
serving as bond/disclosure counsel for the Community Facilities District, Legal Counsel shall
perform the services described in the Scope of Services attached hereto as Exhibit A.
SECTION 2. Fees. Legal Counsel's fee for serving as bond/disclosure counsel shall be
contingent upon the issuance of the Community Facilities District bonds. The fee shall be
determined according to the following schedule:
02Agree/Quint—McDonnell/1/24/02 1
Amount Fee
$ 5 million or less $65,000
$5 million or more $65,000 plus .5% of the excess over$5 million
In addition, costs shall not exceed Three Thousand Five Hundred Dollars ($3,500.00).
SECTION 3. Reporting. In performing legal services under this Agreement, Legal
Counsel shall work under the direction and control of the City Attorney and shall not render
additional legal services other than those specified in this Agreement without the advance
concurrence of the City Attorney.
SECTION 4. Termination. This Agreement may be terminated by the City at any time
by giving written notice to Legal Counsel with or without cause. In the event of termination, all
finished and unfinished documents,pleadings, exhibits, reports, and evidence shall, at the option of
the City,become its property and shall be delivered to it by Legal Counsel.
SECTION 5. Hold Harmless. Legal Counsel shall protect, defend, indemnify and
hold harmless City, its officers, officials, employees and agents from.and against any and all
liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of
every nature) arising out of or in connection with Legal Counsel's performance of this Agreement
or its failure to comply with any of its obligations contained in this Agreement, except such loss or
damage which was caused by the negligence or willful misconduct of the City.
SECTION 6. Independent Contractor. Legal Counsel is, and shall be, acting at all
times in the performance of this Agreement as an independent contractor herein and not as an
employee of City. Legal Counsel shall secure at its expense and be responsible for any and all
payment of income tax, social security, state disability insurance compensation , unemployment
compensation, Workers' Compensation, and payroll deductions for Legal Counsel and its officers,
agents and employees, and all business licenses, if any, in connection with the services to be
performed hereunder.
02Agree/Qu int—Mc Donnell/1/24/02 2
SECTION 7. Workers' Compensation. Legal Counsel shall comply with all of the
provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the
applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto;
and all similar state or federal acts or laws applicable; and shall indemnify, defend and hold
harmless City from and against all claims, demands, payments, suits, actions,proceedings and
judgments of every nature and description, including attorneys' fees and costs presented,brought or
recovered against City, for or on account of any liability under any of said acts which may be
incurred by reason of any work to be performed by Legal Counsel under this Agreement.
SECTION 8. Professional Liability Insurance. Legal Counsel shall furnish a
professional liability insurance policy covering the work performed by it hereunder. Said policy
shall provide coverage for Legal Counsel's professional liability in an amount not less than
$10,000,000 per occurrence and in the aggregate. A claims made policy shall be acceptable if the
policy further provides that:
1. The policy retroactive date coincides with or precedes the professional services
contractor's start of work (including subsequent policies purchased as renewals or
replacements).
2. Legal Counsel will make every effort to maintain similar insurance during the
required extended period of coverage following project completion, including the
requirement of adding all additional insureds.
3. If insurance is terminated for any reason, Legal Counsel agrees to purchase an
extended reporting provision of at least two (2) years to report claims arising from
work performed in connection with this Agreement.
4. The reporting of circumstances of incidents that might give rise to future claims.
Under no circumstances shall this insurance contain a self-insured retention, or a
"deductible"or any other similar form of imitation on the required coverage in excess of$50,000.
02Agree/Quint—McDonnell/1/24/02 3
SECTION 9. Certificates of Insurance. Prior to commencing performance of the work
hereunder, Legal Counsel shall furnish to City certificates of insurance subject to approval of the
City Attorney evidencing the foregoing insurance coverages as required by this Agreement; said
certificates shall:
1. provide the name and policy number of each carrier and policy;
2. shall state that the policy is currently in force; and
Legal Counsel shall maintain the foregoing insurance coverages in force until the work
under this Agreement is fully completed and accepted by City.
The requirement for carrying the foregoing insurance coverages shall not derogate from the
provisions for indemnification of City by Legal Counsel under the Agreement. City or its
representative shall at all times have the right to demand the original or a copy of all said policies of
insurance. Legal Counsel shall pay, in a prompt and timely manner, the premiums on all insurance
hereinabove required.
SECTION 10. Responsible Attorney. Legal Counsel hereby appoints Paul Thimmig
as the attorney primarily responsible for the services rendered hereunder. Primary responsibility for
the work shall rest with Paul Thimmig and Brian Quint and no work will be assigned to attorneys
within the firm without the written consent of the City Attorney.
SECTION 11. Delegation. This Agreement is a personal services agreement, and the
services provided hereunder shall not be performed by or delegated to any person or entity other
than Legal Counsel without the express prior written approval of the City Attorney.
SECTION 12. Modification.No waiver or modification of this Agreement or of any
covenant, condition, or limitation herein contained shall be valid unless in writing and duly
executed by the party to be charged therewith.
SECTION 13. City Employees and Officials. Legal Counsel shall not employ any
City official or any regular City employee in the work performed pursuant to this Agreement. No
02Agree/Quint—Mc Donnell/1/24/02 4
officer or employee of City shall have any financial interest in this Agreement in violation of
California Government Code Section 1090, et seq.
SECTION 14. Immigration. Legal Counsel shall be responsible for full compliance with
the immigration and naturalization laws of the United States and shall, in particular, comply with
the provisions of 8 U.S.C. § 1324a regarding employment verification.
SECTON 15. Nondiscrimination. Legal Counsel agrees not to discriminate against any
person or class of persons by reason of sex, age, race, color, creed, physical handicap, or national
origin in employment practices and in the activities conducted pursuant to this agreement, in
accordance with Government Code § 19702.
SECTION 16. Notices. Any notices or special instructions required to be given in
writing under this Agreement shall be given either by personal delivery to Legal Counsel or to the
City Attorney as the situation shall warrant, or by enclosing the same in a sealed envelope, postage
prepaid, and depositing the same in the United States Postal Services, addressed as follows:
TO CITY: TO LEGAL COUNSEL:
Gail Hutton, City Attorney Paul Thimmig, Esq.
City of Huntington Beach Quint & Thimmig, LLP
2000 Main Street One Embarcadero Center, Suite 2420
Huntington Beach, CA 92648 San Francisco, CA 94111-3737
Telephone: (714) 536-5555
Facsimile: (714) 374-1590
SECTION 17. Entire Agreement. This Agreement contains the entire agreement between
the parties respecting the subject matter of this Agreement and supersedes all prior understandings
and agreements, whether oral or in writing.
02Agree/Quint—McDonnell/1/24/02 5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
and through their authorized officers the day, month and year first above written.
QUINT & THIMMIG, LLP CITY OF HUNTINGTON BEACH,
Attorneys at Law a municipal corporation of the
State f California
By: -AW
Director of Economic Development
(Pursuant to HBMC§3.03.100)
Name: �awt �'� I I',,,,4,44s
(print or type)
Its: Partner
APPROVED AS TO FORM:
TCV—tyA—&tmey
REVIEWED AND APPROVED:
City Afaministrator
02Agree/Quint—Mc Don nell/7/23/02 6
I
AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH
AND
QUINT & THIMMIG,LLP
FOR BOND/DISCLOSURE COUNSEL SERVICESREGARDING
THE PROPOSED COMMUNITY FACILITIES DISTRICT
Table of Contents
Section Page
1 Employment 1
2 Fees 1
3 Reporting 2
4 Termination 2
5 Hold Harmless 2
6 Independent Contractor 3
7 Workers' Compensation 3
8 Professional Liability Insurance 3
9 Certificates of Insurance 4
10 Responsible Attorney . 5
11 Delegation 5
12 Modification 5
13 City Employees and Officials . 5
14 Immigration 5
15 Nondiscrimination 5
16 Notices 6
17 Entire Agreement 7
EXHIBIT A
SCOPE OF SERVICES FOR CFD
Scope of Services-Bond Counsel. Legal Counsel will confer and consult with City staff, its
financial advisor, disclosure counsel and other consultants on all matters relating to the
community facilities district including participation in the review and selection of appropriate
financing methods. Legal Counsel will assist the City in determining an appropriate rate and
method of the special tax based upon its experience. Legal Counsel will attend all meetings of
the City's staff, consultants and underwriter at which financing methods are to be discussed and
analyzed for successful completion of the financing. Legal Counsel is available to engage in
these services according to the City's time schedule.
With respect to the Mello-Roos community facilities district bonds (the "CFD Bonds"), Legal
Counsel's services will include the preparation of all materials necessary for the proper
formation of the community facilities district, including assisting the City with the preparation of
a statement of local policies and goals with respect to community-facilities districts within the
City, if necessary. Legal Counsel will review the special tax for its assurance that the tax
complies with state and federal limitations. Legal Counsel will prepare all agreements,
resolutions, notices,bond forms and all other legal documents required by California law for the
execution, sale and delivery of the CFD Bonds. Legal Counsel will review the agreements with
the developers to ensure that there are no provisions which could jeopardize the federal tax
exemption of interest on the CFD Bonds, such as covenants of the developer to guarantee the
payment of the special taxes of the community facilities district (other than according to the rate
and method of apportionment of the special tax).
Legal Counsel will review the overall plans of private and public financing to determine how
tax-exempt Mello-Roos funds and private loans may be allocated among all of the cost of the
Project.
Legal Counsel shall assist in presenting information to bond rating organizations and municipal
bond insurance companies. Legal Counsel shall advise the City regarding all disclosure issues
necessary for the Bond issue; participate and assist the City's staff, financial advisor and/or
underwriter in the preparation and review of an official statement and other disclosure
documents to be used in connection with the offering and sale of the Bonds, and, at the City's
request, conduct a briefing of the City's staff and Council as to the content and sufficiency of all
disclosure material.
Legal Counsel shall prepare and complete all validation proceedings deemed necessary by the
City, including the preparation of a non-arbitrage certificate for federal income tax purposes.
Subject to completion of the financing to Legal Counsel's satisfaction, Legal Counsel will issue
its approving legal opinion to the purchasers of the CFD Bonds to the effect that all proceedings
have been legally undertaken for the authorization, execution, sale and delivery of the CFD
Bonds or other transactions relating to the financing and that interest paid with respect to the
Bonds is excluded from gross income for federal income tax purposes and is exempt from State
of California personal income tax. Legal Counsel will also issue appropriate supplemental
opinions and certificates as may be necessary or appropriate. Legal Counsel shall prepare and
provide a complete transcript of the conduct of the proceedings necessary to accompany the
issuance of the Bonds.
Finally, Legal Counsel will confer and consult with City officials with respect to problems which
may arise during the period of servicing and payment of the CFD Bonds and provide any and all
other services commonly expected of bond counsel.
Scope of Services-Disclosure Counsel. Legal Counsel will act as disclosure counsel in
connection with the Community Facilities District for the McDonnell Centre Business Park.
Legal Counsel's role as disclosure counsel to the City would begin at the commencement of the,
preparations of the preliminary official statement for the initial offering of municipal securities
for the Project and would continue thereafter until the date of issuance and delivery of the
securities. It would include the following:
(1) Establish a manageable disclosure program for the issuer which allows efficient
and cost effective compliance with SEC Rule 15c2-12 in connection with the
offering of the securities;
(2) Provide advice and, where appropriate, supervision with respect to the assembly
and preparation of information for the official statement and consultation with the
financial advisor or underwriter and appropriate issuer staff members;
(3) Review, for disclosure purposes, any intended investment arrangement for the
proceeds of the bonds;
(4) Review legal documents and approving resolutions prepared by bond counsel for
disclosure purposes and in particular review compliance with the Continuing
Disclosure Agreement between the issuer and the dissemination agent designed to
satisfy the applicable SEC continuing disclosure requirements. Additionally,
Legal Counsel would prepare a Continuing Disclosure Agreement of the
developer or land owner of the project to the extent that they are considered
"obligated persons" for purposes of Rule 15c2-12;
(5) Undertake such independent inquiry as may be necessary at the time of initial
offering to render an appropriate disclosure opinion; and
(6) Render an appropriate disclosure counsel opinion which will describe the nature
of Legal Counsel's review and inquiries and indicate that Legal counsel is not
aware of any material reinstatements or omissions in the disclosure document.
J`
i. a 1. .. • •
(7) Legal Counsel shall advise the City regarding all disclosure issues necessary for
the Bond issue;participate and assist the City's staff, financial advisor and/or
underwriter in the preparation and review of an official statement and other
disclosure documents to be used in connection with the offering and sale of the
bonds, including rendering a 106-5 opinion to the City, and, at the City's request,
conduct a briefing of the City's staff and Council as to the content and sufficiency
of all disclosure material.
Sul ity PROPISSIONAL SERVICE CONTRACTS
H,mHB
;& PURCHASING CERTIFICATION
JUL 10 PH 2:
1. Requested by: City Attorney ;# �,1 Yw 1- fo y
'lqc�e ct;
2. Date: June 25, 2002 -
3. Name of consultant: Quint & Thimmig
4. Description of work to be performed: To serve as bond/disclosure counsel in
conneciton with McDonnell Centre Business Park
5. Amount of the contract: To be determined upon issuance of the bonds.
6. Are sufficient funds available to fund this contract?' ❑ Yes, ❑ No N/A
7. Company number and object code where funds are budgeted: 0. N/A
8. Is this contract generally described on the list of professional service contracts
approved by the City Council'? . ❑ Yes, ❑ No N/A
9. Is this contract within $25,000 or 25% (whichever is less) of the amount stated on
the list of professional service contracts approved by the City Council?'
❑ Yes, ® No
10. Were (at least) informal written proposals requested of three consultants?
® Yes, ❑ No
'11. Attach list of consultants from whom proposals were requested (including a
contact telephone number).
12. Attach proposed scope of work.
13. Attach proposed payment schedule.
e
RI HARD AMADRIL, Mana er
Purchasing/Central Services
If the answer to any these questions is "No,"the contract will require approval from the City Council.
Purchasing Certification 5/24/02 9:56 AM
Mailing List— Bond Counsel/Disclosure Counsel
McDonnell Centre Business Park
Paul Thimmig
Quint &Thimmig, LLP
One Embacadero Center, Suite 2420
San Francisco, CA 94111
(415) 765-1550 -
Andy Hall
Jones Hall
65.0 California Street, 18th Floor
San Francisco, CA 94108-272
Kim Byrens
Best Best &Krieger, LLP
100 Mission Square
3750 University Avenue
Riverside, CA 92501
(909) 686-1450
GAMulvihil1\2001 UPWailing List.doc
surK,4 INSURANCE AND INDEMNIFICATION .WAIVER
Hunnnq 1&,ach, ..MODIFICATION REQUEST _
c
1. Requested by: City Attorney
2. Date: July 11, 2002
3. Name of contractor/permittee: Quint & Thimmig
4. Description of work to be performed: To serve as bond/disclosure counsel in connection
with McDonnell Centre Business Park
5. Value and length of contract: to be determined upon issuance of bonds
6. Waiver/modification request: Waive cancellation clause requirement as to notice to City
7. Reason for request and why it should be granted: Insurance provider is unable/unwilling
to comply.
8. Identify the risks to the City in approving this waiver/modification: minimal - this is a very
large, solvent law firm.
�- /Z.--��- i
7111 o ,-
Department Head Signature Da
APPROVALS 1
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
�I Risk Management and the City Attorney's Office disagree.
1. Risk Management
��A
pproved ElDenied
Signature Date
2. F
Attorney's Officepproved ❑ Denie
Signature ate
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 tolbe filed with the Risk Management Division of Administrative Services
Insurance& Indemnification Waiver 7/11/02 10:05 AM
RECEIVED
JUL 2 2 2002
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MAR-12-2003 13:32
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J� City of Huntington Beach
P.O. Box 190 -2000 Main Street
Huntington Beach, California 92648
HUNTINGTON BEACH www.ci.huntington-beach.ca.us .
Connie Brockway, CIVICFrom the desk of: sity Clerk
Telephone: (714) 536-5404
Fax: (714) 374-1557 l
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APR 2 2003
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