HomeMy WebLinkAboutPublic Financial Management, Inc. - 2012-12-13 AMENDMENT NO. 1 TO AGREEMENT BETWEEN
THE CITY OF HUNTINGTON BEACH AND PUBLIC FINANCIAL
MANAGEMENT, INC. FOR AS NEEDED FINANCIAL ADVISORY
SERVICES FOR COMMUNITY FACILITY DISTRICT REFUNDINGS
This Amendment is made and entered into by and between the City of Huntington
Beach, a California municipal corporation, hereinafter referred to as "City," and Public
Financial Management, Inc., a corporation, hereinafter referred to as"Consultant."
WHEREAS, City and Consultant are parties to that certain agreement dated
December 13, 2012, entitled "Professional Services Contract Between the City of
Huntington Beach and Public Financial Management, Inc. for As Needed Financial
Advisory Services for Community Facility District Refandings," which agreement shall
hereinafter be referred to as the "Original Agreement," and
City and Consultant wish to amend the Original Agreement to reflect the
additional work to be performed, the additional compensation to be paid, and the
extension of the term,
NOW, THEREFORE, IT IS AGREED by City and Consultant as follows:
1. ADDITIONAL WORK
Consultant shall provide to City such additional services as required by
City to advise City on debt financing projects for debt financings for the 2014A Lease
Revenue Bonds (Senior Center Project) on an as-needed basis..
2. ADDITIONAL COMPENSATION
In consideration of the additional services to be performed as described
above, City agrees to pay Consultant, and Consultant agrees to accept from City as full
payment for services rendered, an additional sum not to exceed forty-five thousand
dollars ($45,000.00).
3. REAFFIRMATION
Except as specifically modified herein, all other terms and conditions of
the Original Agreement shall remain in full force and effect. a
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IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be
executed by and through their authorized officers.
CONSULTANT, CITY OF HUNTINGTON BEACH,
PUBLIC FINANCIAL MANAGEMENT, a municipal corporation of the State of California
INC., a corporation
By:
Finance Director
print name
ITS: (circle one)Chairman/President/VicePresident
AND APPROVED AS TO FORM:
By: ai -
print name C;„ City Attorney
ITS: (circle one) Secretary/Chief Financial Officer/Asst. '
Secretary-Treasurer
COUNTERPART
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14-4373/114490 2
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IN WITNESS WHEREOF,the parties hereto have caused the Agreement to be
executed by and through their authorized officers.
CONSULTANT, CITY OF HUNTINGTON BEACH,..
PUBLIC FINANCIAL MANAGEMENT, a municipal corporation of the.State of California
INC., a corporation
By: .. ..
..
Finance Director
print name.
ITS: (circle one)Chairman/President(Vice President
AND APPROVED AS TO FORM:
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By.
S eve Bo le S retar
print name Clty Attorney
ITS: (circle one)Secretary/Chief Financial Officer/Asst.
Secretary-Treasurer
COMMWART
14-4373/114490 2
CITY OF HUNTINGTON BEACH RECEIVED
Professional Service Approval Form AUG 21 2014
Amendment # 1 Finance Department
1. Date Requested: 8/20/2014
i
2. Contract Number to be Amended: FIN 2012-022-0
3. Department: choose one
4. Requested By: Sunny Han
5. Name of Consultant: The PFM Group
6. Amount of Original/Prior Contract: $35,000
7. Additional Compensation Requested: $45,000 < 4/0, 000 "` 7rL
8. Original Commencement Date: 12/13/2012
9. Original Termination Date: 12/13/2015
10. Extended Date Requested: N/A
11. Reason for Contract Amendment:
The City is requesting a contract extension for PFM to advise the City on debt financing
projects for debt financings for the 2014A Lease Revenue Bonds (Senior Center Project)
and on an as-nee asis.
Purc sing proval Signa e I y1q, Date
12. Are sufficient funds available to fund t/nds
ct? �YesN No ❑
13. Business Unit and Ob'ect Code wheree budgeted: I 11<
Account number Contractua ollar Amount
Business unit. object# ) Year 3 (est.) Year 4 (est.)
40140107.88110 $22500 $22500 $ $
Budget Approval Signature 7 Date
~C�epart ent Head Signature ( Date
q-
MfAnager Approval Signature Date '
professional service approval form-amendment.doc
REV: June 2014
J. CONTRACTS SUBMITTAL TO
CITY CLERK'S OFFICE
To: JOAN FLYNN, City Clerk
Name of Contractor: The PFM Group
Purpose of Contract: For Example:Audit Services or Water Quality Testing Huntington Lake—Huntington Central Park
Debt financing projects for land-secured (community facilities district) financings on an as-
needed basis
Amount of Contract: $35,000
Copy of contract distributed to: The on inal insurancecertificate/waiver distributed
Initiating Dept. ❑�
to Risk Management Ej
Finance Dept. �' ORIGINAL bonds sent to Treasurer ❑
f Date:
Name/Extension
City Attorney's Office
G:AttyMisc/Contract Forms/City Clerk Transmittal 7_-..
-n..1
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
PUBLIC FINANCIAL MANAGEMENT, INC.
FOR
AS NEEDED FINANCIAL ADVISORY SERVICES FOR COMMUNITY FACILITY
DISTRICT REFUNDINGS
THIS AGREEMENT("Agreement") is made and entered into by and between the City of
Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as
"CITY," and PUBLIC FINANCIAL MANAGEMENT, INC., a corporation hereinafter referred
to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to provide as-needed
financial advisory services related to refundings of CFD; 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:
I. 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 Craig Hoshijima who shall represent it and be
its sole contact and agent in all consultations with CITY during the performance of this
Agreement.
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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 on e- (- 1?j , 20 (the "Commencement Date"). This Agreement
shall automatically terminate three (3) years from the Commencement Date, unless extended or
sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no
later than 12 months from the Commencement Date. 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.
In the event the Commencement Date precedes the Effective Date,
CONSULTANT shall be bound by all terms and conditions as provided herein.
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 thirty-five thousand Dollars ($35,000).
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
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work only after receiving written authorization from CITY. Additional 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 (or alleged 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 approve selection of CONSULTANT's counsel. This
indemnity shall apply to all claims and liability regardless of whether any insurance policies are
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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 without the express written consent of CITY; however
an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. 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.
If CONSULTANT fails or refuses to produce or maintain the insurance required
by this section or fails or refuses to furnish the CITY with required proof that insurance has been
procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to
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forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be
paid for its time and materials expended prior to notification of termination. CONSULTANT
waives the right to receive compensation and agrees to indemnify the CITY for any work
performed prior to approval of insurance by the CITY.
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. 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.
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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 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.
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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.
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: TO CONSULTANT:
City of Huntington Beach Craig Hoshijima
ATTN: Dahle Bulosan Public Financial Management Inc.
2000 Main Street 601 South Figueroa St., Ste. 4500
Huntington Beach, CA 92648 Los Angeles, CA 90017
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17. CONSENT
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.
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
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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 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.
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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, 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 nonprevailing 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. SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has the
power, authority and right to bind their respective parties to each of the terms of this Agreement,
and shall indemnify CITY fully for any injuries or damages to CITY in the event that such
authority or power is not, in fact, held by the signatory or is withdrawn.
28. 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 party's
behalf, which are not embodied in this Agreement, and that that party has not executed this
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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 supersede all prior understandings and agreements whether oral or in writing
between the parties respecting the subject matter hereof.
29. EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the City Attorney.
This Agreement shall expire when terminated as provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized officers.
CONSULTANT, CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of
Public Financial Management, Inc. California
COMPANY NAME
By: ,��,.A d dc Director/Chief
(Pursuant To HBMC§3.03.100)
print name _
ITS: (circle one)Chairman/Preside t%Vice President APPROVED AS TO FORM:
AND
City Attorney
By:
Steve Boyle, Secretary Date /L/r3��.0 t 2-,
print name
ITS: (circle one)Secretary/Chief Financial Officer/Asst.
Secretary—Treasurer
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EXHIBIT "A"
A. STATEMENT OF WORK: (Narrative of work to be performed)
Advise the City on debt financing projects for land-secured (community facilities district)
financings on an as-needed basis. Assist in the structuring, marketing, sale and closing of long-
term bond obligations during the contract period. The Financial Consultant may also be called
upon to provide financial advisory services during the course of the fiscal year for other
financings that the City may undertake.
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
1) Assist the City in interfacing with rating agencies with the objective of maintaining and
improving, when applicable, the high ratings assigned the City's outstanding and offered
securities for community facilities districts
2) Review any existing policies regarding land-secured financings, and assist the City of the
review and development of revised policies as requested.
3) Assist the City in its evaluation of whether to proceed to an implementation phase of
district formation(if applicable) and bond issuance and, if applicable, recommend conditions for
issuance that the City may consider.
4) Examine the financial feasibility of proposed projects or refunding/restructuring
opportunities.
5) Provide timely information,judgments, and forecasts regarding general economic and
capital market conditions.
EXHIBIT A
6) Prepare financing schedule, monitor progress of participants, facilitate and coordinate
completion of tasks and responsibilities in accordance with schedule. Revise schedule as
necessary.
7) Review land use approvals, property ownership, proposed development and phasing
plans, and developer's financing plans in conjunction with development and review of
appraisals, absorption studies, and the development of a rate and method of apportionment, as
necessary.
8) Assist and coordinate in the preparation of legal and disclosure documents related to debt
issuance, as necessary.
9) Develop rating agency strategy,prepare rating agency presentation material, schedule
meetings with rating agencies, organize and coordinate Council and staff rehearsals and
presentations and coordinate itinerary for rating agency visits as required.
10) Assist in the preparation of Request for Proposals for underwriters as directed by City.
Assist in the evaluation of proposals, conduct interviews as necessary, and provide
recommendation as to firms selected.
11) Develop and take a primary responsibility for quantitative analysis of structuring
alternatives for debt issues including sizing, structure, and term of issue. Provide computer
modeling and comparison of alternatives.
12) Assist and coordinate discussions and prepare presentation materials for identified key
institutional investors. Coordinate itinerary, as necessary, for visits to institutional investors or
meeting sites.
13) Analyze and participate in decision as to timing of sale and consult as to advisability or
necessity for rescheduling sale depending on market conditions.
EXHIBIT A
14) Prepare analytical discussion of market conditions and projected pricing results prior to
sale. Provide independent pre-pricing analysis to City prior to sale including market activity,
projected results, market supply and demand characteristics, and comparable sale analysis.
15) Coordinate and monitor marketing programs initiated by underwriter to develop pre-sale
market interest. Prepare and coordinate placement of notices and advertisements in periodical
publication (Bond Buyer, etc.) to stimulate market interest.
16) Assist in development of and recommendation with respect to pre-sale interest rate scale
and structure for pre-marketing purposes. Provide recommendation with respect to underwriter
retention as defined prior to sale.
17) Analyze market conditions with respect to underwriters' compensation. Provide
comparable transaction comparisons and recommendation with respect to order writing spread
and components thereof.
18) Participate in pricing process, analyze volume and type of orders and provide
recommendation as to acceptance or re-pricing of offer to underwrite at conclusion of pricing
period.
19) Provide pricing analysis and comparisons following sale, document pricing results, and
provide written report to City with respect to final pricing and underwriter compensation level.
Deliver quantitative schedules showing results of final pricing.
20) Assist and coordinate with administrative matter related to transaction closing, including
preparation and distribution of final official statement. Participate in closing procedures.
21) Provide advice to the City regarding alternative forms of investment, strategies and
alternatives to its investment policies.
EXHIBIT A
22) Upon request, assist in reviewing and analyzing legislation that may have a financial
impact on the City.
23) Upon request, assist City in conducting surveys of financial activities of other major
operating utilities.
24) Upon request, attend Council meetings and make presentations to the City Council, its
committees and staff.
C. CITY'S DUTIES AND RESPONSIBILITIES:
D. WORK PROGRAM/PROJECT SCHEDULE:
TBD
EXHIBIT A
EXHIBIT "B"
Payment Schedule (Hourly Payment)
A. Hourly Rate
CONSULTANT'S fees for such services shall be based upon the following hourly rate and
cost schedule:
PFM proposes a flat annual fee of$35,000,which would include all tasks in the scope of
work including transactions. Alternatively, our hourly rates are below:
Position/Title Hourly Rate
Managing Director$350.00
Director/Senior Managing Consultant $250.00
Analyst $175.00
Expenses: In addition to the professional fees outlined above,we would request to be
reimbursed for all out-ofpocket expenses on an actual cost basis (i.e., we do not charge a
multiplier on expenses). Such expenses include items such as travel, meals, conference calls,
postage, and express mail delivery services. Appropriate documentation and third party
receipts will be provided with each invoice.
B. Travel Charges for time during travel are not reimbursable.
C. Billing
1. All billing shall be done monthly in fifteen (15) minute increments and matched to
an appropriate breakdown of the time that was taken to perform that work and who
performed it.
2. Each month's bill should include a total to date. That total should provide, at a
glance, the total fees and costs incurred to date for the project.
3. A copy of memoranda, letters, reports, calculations and other documentation
prepared by CONSULTANT may be required to be submitted to CITY to
demonstrate progress toward completion of tasks. In the event CITY rejects or has
comments on any such product, CITY shall identify specific requirements for
satisfactory completion.
4. CONSULTANT shall submit to CITY an invoice for each monthly payment due.
Such invoice shall:
A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
I
Exhibit B
D) Include a certification by a principal member of CONSULTANT's firm
that the work has been performed in accordance with the provisions of this
Agreement; and
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is
making satisfactory progress toward completion of tasks in accordance with this
Agreement, CITY shall approve the invoice, in which event payment shall be made
within thirty (30) days of receipt of the invoice by CITY. Such approval shall not
be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify
CONSULTANT in writing of the reasons for non-approval and the schedule of
performance set forth in Exhibit "A" may at the option of CITY be suspended until
the parties agree that past performance by CONSULTANT is in, or has been
brought into compliance, or until this Agreement has expired or is terminated as
provided herein.
5. Any billings for extra work or additional services authorized in advance and in
writing by CITY shall be invoiced separately to CITY. Such invoice shall contain
all of the information required above, and in addition shall list the hours expended
and hourly rate charged for such time. Such invoices shall be approved by CITY if
the work performed is in accordance with the extra work or additional services
requested, and if CITY is satisfied that the statement of hours worked and costs
incurred is accurate. Such approval shall not be unreasonably withheld. Any
dispute between the parties concerning payment of such an invoice shall be treated
as separate and apart from the ongoing performance of the remainder of this
Agreement.
2
Exhibit B
EXHIBIT "B"
Payment Schedule(Fixed Fee Payment)
1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee
set forth herein in accordance with the following progress and payment schedules.
2. Delivery of work product: A copy of every memorandum, letter, report, calculation
and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate
progress toward completion of tasks. In the event CITY rejects or has comments on any such
product, CITY shall identify specific requirements for satisfactory completion.
3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment
due. Such invoice shall:
A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's firm that
the work has been performed in accordance with the provisions of this
Agreement; and
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making
satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall
approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the
invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an
invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the
schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the
parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or
until this Agreement has expired or is terminated as provided herein.
4. Any billings for extra work or additional services authorized in advance and in
writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the
information required above, and in addition shall list the hours expended and hourly rate charged for
such time. Such invoices shall be approved by CITY if the work performed is in accordance with the
extra work or additional services requested, and if CITY is satisfied that the statement of hours
worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any
dispute between the parties concerning payment of such an invoice shall be treated as separate and
apart from the ongoing performance of the remainder of this Agreement.
Exhibit B
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
PUBLIC FINANCIAL MANAGEMENT, INC.
FOR
AS NEEDED FINANCIAL ADVISORY SERVICES FOR COMMUNITY FACILITY
DISTRICT REFUNDINGS
Table of Contents
IScope 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 Signatories.................................................................................................................10
28 Entirety......................................................................................................................10
29 Effective Date.................................................................................I I
Bid Results for Project As Needed Financial Advisory Services for CFD's(2012-0920)
Issued on 09/20/2012
Bid Due on October 16,2012 4:00 PM(Pacific)
Exported on 11/26/2012
Bidder Info
Vendor Name Address Address 2 City State ZipCode Respondee Respondee Title Respondee Phone Respondee Email
Fieldman,Rolapp&Associates,Inc. 19900 MacArthur Blvd.,Ste.1100 Irvine CA 92612 Thomas G.Johnsen Principal 949-660-7311 Ext. tjohnsen@fieldman.com
Magis Advisors,Inc. 1301 Dove Street, Suite 380 Newport Beach CA 92660
Public Financial Management,Inc. 601 S.Figueroa St.,Suite 4500 Los Angeles CA 90017 Craig Hoshijima Director 213-489-4075 Ext. hoshijimac@pfm.com
Harrell&Company Advisors LLC 333 City Boulevard West,Suite 1430 Orange CA 92868 Suzanne Harrell Managing Director 714-939-1464 Ext. s.harrell@harrellco.com
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THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS
CERTIFICATE DOES NOT AFFIRMATIVELY-OR NEGATIVELY-AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE-POLICIES----
BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHOP.IZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the poliCy(ies)must be endorsed. If SUBROGATION IS VVAIVED,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).
PRODUCER
NAME Ryan Farnsvvorth _
Frank Crystal&Co., Inc. PHOJ ^ FAX
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dba Crvstal R Company - --
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Financial Square, 32 Old Sfip (_a�DRess:ryar__arnsv�thlxcnrstalcD.com
New York NY 10005 INSL'RER(S)AFFORDiNU COVERAGE
INSURER A Indian.Harbor Insuran G:''.r.ORlpall
INSURED IN::URCR
Public Financial 1Viahaoerneni_ Inc INSURER C:
Two Logan Square, Suite 15DO INSURER :
18th and Arch Streets —I
Philadelphia PA 10-103 tisuRER E
- IFISURER F
COVERAGES CERTIFICATE NUMBER: 1646�76543 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSUP,ED NAMED.ABOVE FOR THE POLICY PERIOD
INDICATED. NOTVVITHSTANDING ANY REQUIREMENT. TERN,OR CONDITION OF ANY CONTRACT OR C,,THER DOCUMENT VVI TH RESPECT TO VV-iICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PE.RTANN, THE INSURANCE AF=OF.DED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALI. THE TERMS.
E CLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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claim/aggregate
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DESCRIPTION Or OPERATION 1 LOCATIONS!VEHICLES )Attach ACORD 101,Addltieoal Remarks Sctredule,it more spnce is required)
Evidence of Coverage only.
THE PROFESSIONAL LIABILITY POLICY IS NON-CANCELABLE BY THE INSURER EXCEPT FOR NON-PAYMENT OF PREMIUM.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DA TE THEREOF, NOTICE WILL BE DELIVERED IN
City Of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS.
Attn: Dahle Bulosan '
2000 Main Street AIJTHORiZFD REPRESENTATIVE
Huntington Beach CA 92648 „
Cc)1988-2010 ACORD CORPORATION. All rights reserved.
ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD
CITY OF HUNTINGTON BEACH
Professional Service Approval Form
J
- PART I
Date: 9/20/2012 Project Manager Name: Dahle Bulosan
Requested by Name if different from Project Manager:
Department: Finance
PARTS I OF THE PROFESSIONAL -SERVICES CONTRACTS APPROVAL FORM .MUST BE
COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER,
FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT
PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS.
1) Briefly provide the purpose for the agreement:
The City is soliciting Proposals for Financial Consultants to advise the City on debt financing
projects for land-secured (community facilities district) financings on an as-needed basis.
2) Estimated cost of the services being sought: $ 35,000
3) Are sufficient funds available to fund this contract? ® Yes ❑ No
If no, please explain:
4) Check below how the services will be obtained:
® A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted.
❑ MC 3.03.08(b) — Other Interagency Agreement procedure will be utilized.
❑ MC 3.03.08 — Contract Limits of $30,000 or less exempt procedure will be utilized.
5) Is this contract generally described on the list of professional service contracts approved by the
City Council? If the answer to this question is "No," the contract will require approval from the
City Council:) ® Yes ❑ No
Fiscal rvices Manager Signature Date
6) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted
(Please note that a budget check will occur at the object code level):
40540101.69365 $ 11,666 $
40840101.69365 $ 11,667 $
41040101.69365 $ 11,667 $
fb�W
Budget Approval Date
artment d Signature(s) ate
a �I I t �-
it ctor of in nce's Signature Date
/0
Deputy
eput ity Manager's Signature D to
APPROVED NIED ❑
�/Cifi Manager's Signature Date
CITY OF HUNTINGTON BEACH
ia. Professional Service Approval Form
TM. ✓ll PART 11
Date: 10/30/2012 Project Manager: Dahle Bulosan
Requested by Name if different from Project Manager:
Department: Finance
PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE
COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I
& H MUST BE FILED WITH ALL APPROVED CONTRACTS.
1) Name of consultant: The PFM Group
2) Contract Number: FIN 2012-022-0
(Contract numbers are obtained through Finance Administration x 5630)
3) Amount of this contract:' $ 35,000
4) Is this contract less than $50,000? ❑ Yes ❑ No
5) Does this contract fall within $50,000 and $100,000? ❑ Yes ❑ No
6) Is this contract over $100,000? ❑ Yes ❑ No
(Note: Contracts requiring City Council Approval need to be signed by the Mayor and
City Clerk. Make sure the appropriate signature page is attached to the contract.)
7) Were formal written proposals requested from at least three available qualified
consultants? ® Yes ❑ No
8) Attach a list of consultants from whom proposals were requested (including a contact
telephone number.)
9). Attach Exhibit A, which describes the proposed scope of work.
10) Attach Exhibit B, which describes the payment terms of the contract.
Budg Appro I Signature Date
.� ro �-
D ctor of Finance (or designee) Signature JDatd