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HomeMy WebLinkAboutQuint & Thimmig, LLP - 2006-05-01 Council/Agency Meeting Held: Deferred/Continued to: )ISApproved ❑ Conditionally Approved ❑ Denied •Ci�yerk'VSignatt Council Meeting Date: 5/1/2006 Department ID Number: ED 06-16 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: HONORAB E MAYOR AND CITY COUNCIL MEMBERS 410 SUBMITTED BY: PENEL E CU RET�T,�aA, CITY ADMINISTRATOR PREPARED BY: Stanley Smalewitz, Director of nomic Development Jennifer McGrath, City Attorn SUBJECT: Approve Agreements for Legal Services Regarding the Pacific City Community Facilities District Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachments) Statement of Issue: The Economic Development Department and the City Attorney's Office of the City of Huntington Beach are assisting with the formation of a Community Facilities District (CFD) for the Pacific City project. The services of Bond Counsel and Disclosure Counsel are required to form the CFD and issue the bonds. The agreements for these services need to be approved by City Council Funding Source: Community Facilities District Bond proceeds. There is no impact on the General Fund. Recommended Action: Move to: 1. Approve the Agreement between the City of Huntington Beach and Quint & Thimmig, LLP for Bond Counsel Services regarding the Pacific City Community Facilities District. 2. Approve the Agreement between the City of Huntington Beach and Jones Hall for Disclosure Counsel Services regarding the Pacific City Community Facilities District. Alternative Action(s): Move to not approve the agreements for legal services. c�a C) ;< cc) C= W 0 _ C= cv REQUEST FOR ACTION MEETING DATE: 5/1/2006 DEPARTMENT ID NUMBER:Ed 06-16 Analysis: The Economic Development Department and the City Attorney's Office of the City of Huntington Beach is assisting Makar Properties, LLC in creating a Community Facilities District (CFD) for the Pacific City project. The proposed CFD is to fund public improvements through a tax-exempt bond issue. In order to create a CFD, the legal services of Bond Counsel and Disclosure Counsel are needed to form the District and issue the bonds. These services are eligible costs payable from bond proceeds. Responding to the City's Request for Proposals, Quint and Thimmig LLP was selected as Bond Counsel and Jones Hall was selected as Disclosure Counsel. The Agreements are provided as Attachments 1 and 2. Under the terms of the agreements, both firms shall work under the direction and control of the City Attorney and shall not render additional legal services other than those specified. Both contracts provide that the fees shall solely be paid from the bond proceeds. The City will not incur any costs for these legal services. Environmental Status: Not Applicable. Attachment(s): NumberCity Clerk's Page . Description 1. Agreement between the City of Huntington Beach and Quint & Thimmig, LLP for Bond Counsel regarding the Pacific City Community Facilities District 2• Agreement between the City of Huntington Beach and Jones Hall for Disclosure Counsel regarding the Pacific City Community Facilities District G:\Carol\Administration\RCA\ED06-16.doc -2- 4/14/2006 9:39 AM ATTACHMENT # 1 AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND QUINT & THIMMIG, LLP FOR BOND COUNSEL SERVICES REGARDING THE PACIFIC CITY COMMUNITY FACILITIES DISTRICT Table of Contents Section Page 1 Employment 1 2 Fees . 1 3 Reporting 2 4 Termination 2 5 Hold Harmless 2 6 Independent Contractor 3 7 Workers' Compensation 3 8 Professional Liability Insurance 3 9 Certificates of Insurance 4 10 Responsible Attorney . 5 11 Delegation 5 12 Modification 5 13 City Employees and Officials. 5 14 Immigration 5 15 Nondiscrimination 5 16 Notices 6 17 Entire Agreement 7 g/Mulvihill/05RFP/Bond Counsel-Quint&Thimmig AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND QUINT & THIMMIG, LLP FOR BOND COUNSEL REGARDING THE PACIFIC CITY COMMUNITY FACILITIES DISTRICT T—s THIS AGREEMENT is made and entered into this ST day of , 2006 by and between the CITY OF HUNTINGTON BEACH ("City") and QUINT& THIMMIG, LLP ("Legal Counsel"). WHEREAS, City desires to employ bond counsel in connection with the proposed Community Facilities District for the Pacific City Project; Legal Counsel represents that it is ready, willing and able to provide the legal services to the City; NOW, THEREFORE, the parties hereto mutually agree as follows: SECTION 1. Employment. City hereby employs Legal Counsel and Legal Counsel hereby accepts such employment to serve as bond counsel to the City in connection with the proposed Community Facilities District for the Pacific City Project. In serving as bond 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 counsel shall be contingent upon the issuance of the Community Facilities District bonds. The fee shall be determined according to the following schedule: Phase 1 services—no charge to City. 1% of principal issue amount up to $1,000,000 0.5%of principal issue amount between$1,000,001 and $5,000,000 0.125%of principal issue amount between $5,000,001 and $25,000,000 1 g/Mulvihill/05RFPBond Counsel-Pacific City-Quint&Thimmig 0.10% of principal issue amount over $25,000,000. In addition, reimbursement for actual out-of-pocket expenses incurred for shipping, delivery and courier service, photocopying, official transcript duplication and travel expenses for travel outside of California, if any, but specifically excluding travel expense within the state of California; however, such reimbursable expenses would also be entirely contingent upon the successful closing and shall not exceed Three Thousand Dollars ($3,000). 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 negligent performance of this Agreement, willful misconduct, 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 2 g/Mulvihill/05RFP/Bond Counsel-Pacific City-Quint&Thimmig payment of income tax, social security, state disability insurance compensation, unemployment compensation, Workers' Compensation, and payroll deductions for Legal Counsel and its officers, agents and employees, and all business licenses, if any, in connection with the services to be performed hereunder. SECTION 7. Workers' Compensation. Legal Counsel shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar state or federal acts or laws applicable; and shall indemnify, defend and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including attorneys' fees and costs presented, brought or recovered against City, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by Legal Counsel under this Agreement. SECTION 8. Professional Liability Insurance. Legal Counsel shall furnish a professional liability insurance policy covering the work performed by it hereunder. Said policy shall provide coverage for Legal Counsel's professional liability in an amount not less than $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 g/Mulvihill/05RFPBond Counsel-Pacific City-Quint&Thimmig 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. 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 3. shall provide that such policies shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty days prior written notice; however, ten days prior written notice in the event of cancellation for nonpayment of premium. Legal Counsel shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by City. The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of City by Legal Counsel under the Agreement. City or its representative shall at all times have the right to demand the original or a copy of all said policies of insurance. Legal Counsel shall pay, in a prompt and timely manner,the premiums on all insurance hereinabove required. 4 g/Mulvihill/05RFPBond Counsel-Pacific City-Quint&Thimmig 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 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 officer or employee of City shall have any financial interest in this Agreement in violation of California Government Code Section 1090, et seq. SECTION 14. Immigration. Legal Counsel shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of 8 U.S.C. § 1324a regarding employment verification. SECTION 15. Nondiscrimination. Legal Counsel agrees not to discriminate against any person or class of persons by reason of sex, age, race, color, creed,physical handicap, or national origin in employment practices and in the activities conducted pursuant to this agreement, in accordance with Government Code § 19702. SECTION 16. Notices. Any notices or special instructions required to be given in writing under this Agreement shall be given either by personal delivery to Legal Counsel or to the City Attorney as the situation shall warrant, or by enclosing the same in a sealed envelope, 5 g/Mulvihill/05RFP/Bond Counsel-Pacific City-Quint&Thimmig postage prepaid, and depositing the same in the United States Postal Services, addressed as follows: TO CITY: TO LEGAL COUNSEL: Jennifer McGrath, City Attorney Paul Thimmig, Esq. City of Huntington Beach Quint&Thimmig LLP 2000 Main Street One Embarcadero Center Huntington Beach, CA 92648 San Francisco, CA 94111-3737 Telephone: (714) 536-5555 Telephone: (415) 765-1550 Facsimile: (714) 374-1590 Facsimile: (415) 765-1555 SECTION 17. Entire Agreement. This Agreement contains the entire agreement between the parties respecting the subject matter of this Agreement and supersedes all prior understandings and agreements, whether oral or in writing. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first above written. QUINT &THIMMIG, LLP: CITY OF HUNTINGTON BEACH, a municipal corporation of the State of tea' California By: 44'a ��- �--1 ` PAUL THIMMIG, Partner �Gr� Mayor ATTEST: City Clerk ��qU APPROVED AS TO FORM: f�l �I�`D` City Attorney 3/y316G REVIEWED AND APPROVED: INITIATED AND APPROVED: i City Administrator Director of Ed mic Development 6 g/Mulvihill/05RFP/Bond Counsel-Pacific City-Quint&Thimmig 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, disclosure counsel, financial advisor and/or underwriter in the preparation and review of an official statement and other disclosure documents to be used in connection with the offering and sale of the Bonds, including rendering a 1 Ob-5 opinion to the City, and, at the City's request, conduct a briefing of the City's staff and Council as to the content and sufficiency of all disclosure material. Legal Counsel shall prepare and complete all validation proceedings deemed necessary by the City, including the preparation of a non-arbitrage certificate for federal income tax purposes. 7 g/Mulvihill/05RFPBond Counsel-Pacific City-Quint&Thimmig . 4 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. 8 g/Mulvihill/05RFPBond Counsel-Pacific City-Quint&Thimmig SU INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST,,- 1. Requested by: Carol Runzel, Econonmic Development 2. Date: April 10, 2006 3. Name of contractor/permittee: Quint &Thimming, LLP 4. Description of work to be performed: Disclosure counsel for judgement bond 5. Value and length of contract: One (1) year 6. Waiver/modification request: Cancellation clause wording/professional liability insurance 7. Reason for request and why it should be granted: Unable to comely with the city's cancellation clause wording insurance requirement 8. Identify the risks to the City in approving this waiver/modification: None. �i—� DepartMent Head Signature Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval from the City Administrator's Office is only required if Risk Management and the Cit mey's Office disagree. 1. Risk Management -Approved ❑ Denied p p ignature Tikate 2. City Attorney's Office f proved ❑ Denie 4 Signatu Date 3. City Administrator's Office ❑ Approved ❑ Denied Signature Date If approved,the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Administrative Services ACO" � � � ISSUE DATE(MM/DDm) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO PRODUCER RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Herbert L.Jamison&Co.,L.L.C. COMPANIES AFFORDING COVERAGE 100 Executive Drive West Orange,NJ 07052 COMPANY LETTER A Underwriters at Lloyd's of London Phone No. 973-731-0806 COMPANY Fax No. 973-731-3035 LETTER B COMPANY INSURED LETTER C Quint&Thimmig,LLP COMPANY One Embarcadero Center-Suite 2420 LETTER D San Francisco,CA 94111 COMPANY LETTER E THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO POLICY POLICY - LTR TYPE OF INSURANCE POLICY NUMBER EFFECTIVE EXPIRATION LIMITS DATE MM/DD DATE MM/DD GENERAL LIABILITY GENERAL AGGREGATE $ ❑COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG. $ PERSONAL&ADV.INJURY $ ❑❑CLAIMS MADE ❑OCCUR. EACH OCCURRENCE $ FIRE DAMAGE (Anyone Fire) $ ❑OWNER'S&CONTRACTOR'S MED.EXPENSE(Any one person) $ PROT. AUTOMOBILE LIABILITY VED AS TO I(ARM COMBINED SINGLE ❑ANY AUTO LIMIT $ ❑ALL OWNED AUTOS McGRAM BODILY INJURY My (Per Person)) $ ❑SCHEDULED AUTOS ❑HIRED AUTOS BODILY INJURY (Per Accident) $ ❑NON-OWNED AUTOS GARAGE LIABILITY PROPERTY DAMAGE $ EXCESS LIABILITY EACH OCCURRENCE $ UMBRELLA FORM AGGREGATE $ ❑ OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION STATUTORY LIMITS AND EMPLOYERS LIABILITY EACH ACCIDENT $ DISEASE-POLICY LIMIT DISEASE-EACH EMPLOYEE $ OTHER Lawyers Professional Liability Y0052530T 3/31/06 3/31/07 $10,000,000/ X Insurance $10,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS 'G NO City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2000 Main Street THE EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO Huntington Beach, CA 92648 THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO ATTN: LEONIE MULVIHtLL, ESQ., OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES. DEPUTY CITY ATTORNEY AUTHORIZED REPRESENTATIVE ACOt; >25 5 7190 . .. !" tCtJ # 3, APR-06-2006 16:46 JAFFE SCHLOSSBERG 415 386 6853 P.01i01 ACORDr� CERTIFICATE OF LIABILITY INSURANCE o4 os oa PROdICER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND NO RIGHTS N THE CERTIFICATE Jaffe-Schlossberg, Inc. HOLDER. THIS CONFERS CERTIFICATEES NOT AMEND, EXTEND OR PO Box 7207 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. San Francisco,CA 94120 License#0449994 �M INSURERS AFFORDING COVERAGE NAIC# INSURED INsuRERA:Hartford in� surance Company Quint&Thimmig, LLP INSURERBI 1 Embarcadero Center#2420 INSURER0:, San Francisco,CA 94111 INSURERD! W INSURER E; COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 15 SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. �% POLICY NUNBER POLICYEFPECTNE POLIGY61tPilATKlN UNITS OFNERALLIAORM EACH OCCURRENCE S 2'Q00 000 A WMMERCIALGENERALLIA6ILITY ! ES n S .3 CLAIMS MADE 7✓ OCCUR MEDEXP oreperearq 10,000 57 SBA GE2815 03/24/06 03/24107 PERsoNALAADVINJURY 3 •2 0ENERALAGGRE13ATE S 4000,000 OEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGO S 4.000.000 ✓ POLICY F P 0• El LIB we AUTOM081LELIAEILITY COMBINED SINGLE LIMIT A ANYAUTO (Eeacddait) S 2,000,000 ALL OWNEDAUTOS BOOILY INJURY SCHEDULWAUT03 (,Pwowo0) S 57 SBA GE2815 03/24/06 03124/07 ✓ HAEDAUTOB BODILYINJVRY f ✓ NON-OWNEDAUYOS (PeraooldwO PROPERTY DAMAGE $ (Per emlderx) GARAOEuMILITY p- AUTO ONLY-EAACCIPCNT S ANYAUTO OTHERTHAN EAACC S I A, AUTOONLY: A4G S ✓ EXCESSAINBRELLALIAEEJTY + A4 r EACH OCCURRENCE S A ✓ OCCUR CLAIMS MADE AGGREGATE S 1',goo-0 57 SBA GE2815 03/24/06 03/24/07 s DEDU"8LE S ✓ RETENnON $10 00 S WORNERB COA�ENSATION AND WC STA - OTH 98 EMPLOYC WLWEILRY A ANYPROPRIETORIPARTNMEXECUTNE 57 WBC NU2989 04/01106 04/01/07 E.L.EAOHACCtOENT S OFFICERMEMBEREXCLUDED7 E,L,DISEASE-EA EMPLOYEE S1,000,000 SPECwww IA�LPIROVISId3Debw EL DISEASE-POLICY LIMIT S tM0,000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENOORSEMENT I UPECIAL PROW BIGMS The Certificate Holder is named as an Additional Insured as their interest may appear. CERTIFICATE HOLDER CANCELLATION Leonie Mulvihill, Esq. SNOULD A14Y OF THE ABOVE DE5CR93M POUCIM BE CANCELLED BEIPOM THE EXPIRATION Deputy City Attorney GATE THEREOF.YHE ISSUING INSURER WILL ENDEAVOk TO MA L 30 DAYS wwrrm CITY OF HUNTINGTON BEACH NOTICE 7o THE CERTWICATT HOLUM NAMED To THE LEFT,BUT FAILURE TO DO W SHALL, 2000 Main Street IMPOSE NO OBLIGATION OR UMIUTY OF ANY KIND UPON THE INSURER,ITS AGENTS OR Huntington Beach,CA 92648 RIPAESENTATIVEB, Fax 714-374-1690 AUTHo REPRESENTATIVE ACORD 25(2001109) �VAC�ORDC�OKTION 19SS TOTAL P.01 ACORDT. CERTIFICATE OF LIABILITY INSURANCE DATE06/DD/06 o4ro6/2aa6 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Jaffe-Schlossberg, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR PO Box 7207 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. San Francisco, CA 94120 License#0449994 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A:Hartford Insurance Company Quint&Thimmig, LLP INSURERB: 1 Embarcadero Center#2420 INSURERC: San Francisco, CA 94111 INSURERD: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L ICYEXPIRATION LTR INSR TYPEOFINSURANCIF POLICY NUMBER DDIYYIMph LIMITS ✓ GENERAL LIABILITY EACH OCCURRENCE $ 2 OOO 000 DAMAGE TO RENTED A COMMERCIAL GENERAL LIABILITY PREMISES Ea occurence $ 300,000 CLAIMS MADE LVj OCCUR MED EXP(Anyone person) $ 10,000 57 SBA GE2815 03/24/06 03/24/07 PERSONAL&ADV INJURY $ 2,000,000 GENERALAGGREGATE $ 4 000 000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG $ 4,000,000 ✓ POLICY PRO ECT LOC tO AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,0a0,000 A ANY AUTO (Ea accident) ALLOWNEDAUTOS BODILY INJURY $ SCHEDULEDAUTOS 57 SBA GE2815 03/24/06 03/24/07 (Per person) ✓ HIREDAUTOS BODILY INJURY NON-OWNEDAUTOS (Per accident) $ PROPERTYDAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANYAUTO EAACC $ OTHERTHAN AUTO ONLY: AGG $ We EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ 1,000,000 A ✓ OCCUR CLAIMS MADE AGGREGATE $ 1,000,000 57 SBA GE2815 03/24/06 03/24/07 $ DEDUCTIBLE $ ✓ RETENTION $1 Q 000 $ WC STATU- OTH- WORKERS COMPENSATION AND TORY LIMITS ER A EMPLOYERS'LIABILITY E.L.EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVE 57 WBC NU2989 04/01/06 04/01/07 1,000,000 OFFICERIMEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS The Certificate Holder is named as an Additional Insured as their interest may appear. 16;IFE OVED AS TO FORM McGRATH,��A�tprney CERTIFICATE HOLDER CANCELLATION // VV Leonie Mulvihill, Esq. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Deputy City Attorney DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN CITY OF HUNTINGTON BEACH NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 2000 Main Street IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR Huntington Beach, CA 92648 REPRESENTATIVES. Fax 714-374-1590 AUTHO D REPRESENTATIVE ACORD 25(2001/08) ©ACORD CO—R—MYRATION 1988 4 PROFESSIONAL SERVICE CONTRACTS PURCHASING CERTIFICATION 1. Requested by: Stanley Smalewitz, Director of Economic Development 2. Date: March 13, 2006 3. Name of consultant: QUINT & THIMMIG, LLP 4. Description of work to be performed: Bondcounsel in connection with the proposed Community Facilities District for the Pacific City Project. 5. Amount of the contract: $0.00 NO Cost `o 6,� • Nlh 6. Are sufficient funds available to fund this contract?' ❑ Yes, ❑ No 7. Company number and object code where funds are budgeted: 8. Is this contract generally described on the list of professional service contracts approved by the City Council'? ❑ Yes, ❑ No 9. Is this contract within $25,000 or 25% (whichever is less) of the amount stated on the list of professional service contracts approved by the City Council?' ❑ Yes, ❑ No 10. Were (at least) informal written proposals requested of three consultants? ® Yes, ❑ No 11. Attach list of consultants from whom proposals were requested (including a contact telephone number). 12. Attach proposed scope of work. 13. Attach proposed payment schedule. e IC RD MADRIL, Manag r Purchasing/Central Services ' If the answer to any these questions is"No,"the contract will require approval from the City Council. Document2 March 13,2006 3:11 PM RESPONSES TO RFQ FOR BOND/DISCLOSURE COUNSEL (Pacific City Protect) JONES HALL STRADLING YOCCA CARLSON & RAUTH (San Francisco) (Newport Beach) Assigned Chris Lynch (bond) Thomas P. Clark, Jr. Attys. Scott Ferguson (disclosure) E. Kurt Yeager Dave Walton(tax counsel) Denise E. Hering Chick Adams (CHB exper.) Fees Assuming a single issue of approx. $69,855,000— Less than $5,000,000 = $45,000 Bond Counsel— '/z % of first $10,000,000 principal amt. $5,000,000 - $10,000,000 = $45,000, plus '/4 of 1% of the excess 1/10% of remaining principal amount over $5,000,000 Disclosure Counsel - $40,000 per transaction Over $10,000,000 = $57,500, plus 1/10 of 1% over $10,000,000 Services requested beyond Scope of Services= $400/hr paid only out of proceeds deposited by Developer. This includes "validation proceedings." Misc. Fees Bond Counsel -Reimbursement of out-of-pocket expenses (not Each official statement prepared by disclosure counsel would including in-state travel) in an amount not to exceed $3,500. receive additional fee of$25,000 if addressing only one issue; Disclosure Counsel—Reimbursement of out-of-pocket increased for more than one issue. expenses (not including in-state travel) in an amount not to exceed $1,500. Fees payable from only bond proceeds, except that if a financing is terminated prior to closing, reasonable fee paid for services, Fees payable from bond proceeds and contingent on successful but only out of proceeds. Out-of pocket expenses completion of financing reimbursement. Professional Would require waiver of$250,000 per claim deductible. Objects to hold harmless provision. Would require waiver of Services $500,000 deductible. Agreement mulvihill/05RFP/Pacific City matrix References Zane Johnson, City of Tracy—(209) 831-4131 Elisa Stipkovich, Anaheim—(714) 765-4301 at public Joanne Sakai, Redev. Agency of City and County Matthew Fertal, Garden Grove—(714) 741-5100 agencies of San Francisco—(415) 749-2441 Jim Bowersox—Poway—(858) 668-4501 Brian Johnson, City of Hesperia—(760) 947-1442 Michael J. Sedell, Simi Valley—(805) 583-6701 QUINT & THIMMIG ORRICK, HERRINGTON & SUTCLIFFE LLP (San Francisco) Assigned Paul Thimmig Greg Harrington Attys. Brian Quint Fees Phase 1 services—no charge to City. Bond Counsel -Flat fee of$70,000, contingent on closing. Bond Counsel— 1% of principal issue amount up to $1,000,000. Disclosure Counsel—Flat fee of$40,000, contingent on 0.5% of principal issue amount between closing. $1,000,001 and $5,000,000. 0.125% of principal issue amount between $5,000,001 and $25,000,000. 0.10% of principal issue amount over $25,000,000. Disclosure Counsel - $40,000, contingent upon completion of bond issue. FEES ARE NEGOTIABLE. Misc. Fees Costs reimbursement, but specifically excluding travel Bond Counsel - Costs reimbursement not to exceed $3,000. expense within the state of California. Reimbursement cap at maximum of$3,000. Disclosure Counsel—Costs reimbursement not to exceed $1,500. Reimbursement cat at maximum of$2,000. mulvihill/05RFP/Pacific City matrix Professional Modify hold harmless provision to apply only to liabilities, Modify hold harmless provision to add, "Nothing contained in Services losses, damages, expenses and costs arising out of negligence this paragraph shall extend Legal Counsel's duty beyond the Agreement or willful misconduct on their part in the conduct of their general laws of California relating to malpractice." services. Would require waiver for $50,000 deductible; waive actual certificate for CHB only. References Heather A. Mahood, City of Long Beach—(562) 570-2210 Thomas Beckett, County of Orange—(714) 834-5969 at public Robert W. Toone, Jr., City of Palmdale—(805)267-5100 Lisa A. Strong, City of Fontana—(909) 350-7671 agencies Barbara Smith, City of Fillmore—(805) 524-1500 Vern Medeiros, Irvine Unified School District—(949) 936-5035 Genie Roberts, City of Temecula—(909) 694-6430 James Kennedy, Contra Costa County— (510) 646-4076 BEST BEST & KRIEGER LLP (Riverside) Assigned Kim Byrens (prior CHB experience) Attys. John Rottschaefer Mrunal Shah Fees Phase 1, Bond Counsel—Hourly fees: Kim A. Byrens $350/hr John Rottschaefer $375/hr Mrunal M. Shah $150/hr Phase II: $30,000,000 or less $65,000 $30,000,000 - $50,000,000 $65,000 + .10% of excess over$30,000,000 $50,000,000 to $70,000,000 $85,000 + .08% of excess over$50,000,000 over$70,000,000 $101,000 plus .05% of excess over$70,000,000 mulvihill/05RFP/Pacific City matrix Disclosure Counsel - $65,000 plus costs advanced assuming a bond size of approx. $70 million Misc. Fees Bond costs reimbursement to be paid from bond proceeds, generally not exceeding $3,500. Disclosure costs not to exceed $2,000. CFD Bonds validation proceedings at hourly rates with cap of $8,500. Professional Will need letter of approval of coverage from carrier with Services respect to hold harmless provisions. Agreement References David Gruchow, City of Yorba Linda— (714) 961-7110 at public Ron Young, Elsinore Valley Municipal Water District— agencies (951) 674-3146 Alan Kreimeier, City of Azusa—(626) 812-5219 Kerry Miller, City of Encinitas—(760) 633-2641 mulvihill/05RFP/Pacific City matrix See Agreement in separate file for Jones Hall (Attachment #2) Approved at the same Council Meeting of 5/1/06