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HomeMy WebLinkAboutPUBLIC FINANCIAL MANAGEMENT, LLC - 2007-10-01 n, F- 0 1_j CONTRACTS SUBMITTAL TO _U PH 10 1- 53 toe I CITY CLERK'S OFFIW"' To: JOAN FLYNN, City Clerk Name of Contractor: Public Financial Management, LLC Purpose of Contract: For Example:Audit Services or Water Quality Testing Huntington Lake-Huntington Central Park As-Needed Financial Advisor Services Amount of Contract: $48,000 Copy of contract distributed to: The original insurance certificate/waiver distributed Initiating Dept. F-1 to Risk Management [:1 Finance Dept. ❑ ORIGINAL bonds sent to Treasurer El Date: V/7 Lo 7 Name/Exte­nVon City Aftorney's Office X. Al 410 G:AnyMisc/Contract Forms/City Clerk Transmittal PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND PUBLIC FINANCIAL MANAGEMENT,LLC. FOR AS-NEEDED FINANCIAL ADVISORY SERVICES 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 Entirety............................................................................................... .............10 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND PUBLIC FINANCIAL MANAGEMENT,LLC. FOR AS-NEEDED FINANCIAL ADVISORY SERVICES THIS AGREEMENT("Agreement") is made and entered into this_ Ist day of October 20 07 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,LLC a Pennsylvania corporation hereinafter referred to as"CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide as-needed financial advisory services ;and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with;and CONSULTANT has been selected to perform these services, NOW,THEREFORE,it is agreed by CITY and CONSULTANT as follows: 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. agrcdFams/profsery 1 0/1 510 1-A I 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM;TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence as soon as practicable after the execution of this Agreement by CITY (the one year from "Commencement Date"). This Agreement shall expire commencement date ,unless sooner terminated as provided herein. All tasks specified in Exhibit "All shall be completed no later than one(1)year from the Commencement Date of this Agreement. These times may be extended with the written permission of CITY. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Forty Eight Thousand Dollars($ 48,000 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 work only after receiving written authorization from CITY. Additional agree/forms/prof'serv10/l5/01-A 2 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit"B." 7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion,whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall agree/forms/profsery 10115/01-A 3 approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shalt obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above- mentioned insurance shall not contain a self-insured retention, "deductible" or any other similar form of limitation on the required coverage except with the express written consent of CITY. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. ag=dforms/profsery 10/15/01-A 4 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement;the certificate shall: A. provide the name and policy number of each carrier and policy; B. shall state that the policy is currently in force;and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANTs defense,hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner,the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and agree/forms/profservIOf 15101-A 5 all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause,and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved,all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 14 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. agree/forms/profsery 10/1 S/01-A 6 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices,certificates,or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section I 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 Public Financial Management,Inc. ATTN: Dan T.Villella,Finance Director Attn:Craig I-Ioshijima,Sr.Managing Consultant 2000 Main Street Huntington Beach,CA 92648 660 Newport Center Dr.,Suite 750 Newport Beach,CA 92660-6408 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. agree/forms/profsery 10/15/01-A 7 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles,captions,section,paragraph and subject headings,and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20, INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law,and wherever there is any conflict between any provision contained herein and any present or future statute,law, ordinance or regulation contrary to which the parties have no right to contract,then the latter shall prevail, and the provision of this Agreement agree/formslprofsm l 0/15/01-A which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals,each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309,the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, agreelf orms/prokery 1 a 15101-A 9 each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement,shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement_ The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement,and supercede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. agree/forms/protsery 10/15/01-A 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. CONSULTANT, CITY OF HUNTINGTON BEACH, Public Financial Management,Inc. a municipal corporation of the State of California irectorof f/tit'4aCG (Pursuant To HBMC§103.100) �' ✓��, fv�;fit✓ print name ITS:(circle one)Chairma Preside ice President APPROVpED AS.TO FORM: AN 01 City Attorney $1"71 By: �1 REVIEWED `IVD APOVED: print name _ ITS:(circle one)SecretaW hief Financial)Ofli_cdA essi Secretary-Treasurer dminlstrator (only for contra S50,000.00 and over) agree/forms/profsery l0/15/01-A I EXHIBIT "A" A. STATEMENT OF WORK: The Consultant will advise the City on selling and issuing various types of municipal bonds, notes, certificates of participation and other securities on an as-needed basis. The Consultant will assist in the structuring, marketing, sale and closing of long-term bond obligations during the contract period. The 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 and the City Redevelopment Agency 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. 2. Provide timely information,judgments,and forecasts regarding general economic and capital market conditions. 3. Prepare financing schedule, monitor progress of participants, facilitate and coordinate completion of tasks and responsibilities in accordance with schedule. Revise schedule as necessary. 4. Assist and coordinate in the preparation of legal and disclosure documents related to debt issuance,as necessary. 5. 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. 6. 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 recommendations as to firms selected. 7. 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. 8. 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. 9. Analyze and participate in decision as to timing of sale and consult as to advisability or necessity for rescheduling sale depending on market conditions. 10. 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. 11. 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. jmp/contracts group/exA/6/21/07 I EXHIBIT "A" 12. 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. 13. Analyze market conditions with respect to underwriters' compensation. Provide comparable transaction comparisons and recommendation with respect to order writing spread and components thereof. 14. 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. 15. 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. 16. Assist and coordinate with administrative matter related to transaction closing, including preparation and distribution of final official statement. Participate in closing procedures. 17. Provide advice to the City regarding alternative forms of investment, strategies and alternatives to its investment policies. 18. Upon request, assist in reviewing and analyzing legislation that may have a financial impact on the City. 19. Upon request, assist City in conducting surveys of financial activities of other major operating utilities. 20. Upon request, attend Council meetings and make presentations to the City Council, its committees and staff. C. CITY'S DUTIES AND RESPONSIBILITIES: 1. The City will designate a contact person that will coordinate PFM's work. 2. The City will provide guidance and input regarding priorities, refunding criteria, rating agency strategy, capital financing needs, integration of long-term financial plan, and debt policies. D. WORK PROGRAM/PROJECT SCHEDULE: To be determined I I jmp/contracts group/exA/6/21/07 2 EXHIBIT "B" Payment Schedule 1. Charges for time during travel are normally not reimbursable and will only be paid if such time is actually used in performing services for CITY or as otherwise arranged with CITY. 2. CONSULTANT shall be entitled to a full payment towards the fixed fee set forth herein in accordance with the following fee schedule: Total fees shall not exceed Forty Eight Thousand ($48,000.00). CONSUTANT agrees to inform the CITY when CONSULTANT is at the point of reaching the maximum limit per year. CONSULTANT shall not continue with any work effort over the amount of the maximum limit per year unless first authorized in writing by City authorized representative(s). CONSULTANT shall provide two fee options. Option 1 CONSULTANT charges a transaction fee plus hourly rates for non-transactional work. CONSULTANT shall provide all financial advisory services necessary for a successful bond issuance for a fixed transaction fee of$45,000. Fixed transaction fees for other investment services are as follows: Fixed Fee-Other Services(if requested) Total SLGS Subscription $5,000 Open Market Securities Bidding $10,000 $15,000 Hourly rates for non-transactional services (e.g. evaluation of financing alternatives, ad hoc financial analysis): Title Hourly Rate Managing Director $300 Senior Managing Consultant $250 Consultant $175 Option 2 CONSULTANT shall provide all financial advisory services for an annual fee of$48,000. 3. 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. 4. CONSULTANT shall submit to CITY an invoice for each progress payment due. Such invoice shall: 1} Reference this Agreement; 2) Describe the services performed; 3) Show the total amount of the payment due; 4) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and 5) For all payments include an estimate of the percentage of work completed. jmp/contracts grouplexB-116/21/07 1 i EXHIBIT "B" Payment Schedule 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. jmp/contracts group/exB-1/6/21/07 2 y INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUES FEE JUN 2 5 2007 1. Requested by: Valaya Chitchakkol 2. Date: June 18, 2007 City of Huntington Beach city Attorney's office 3. Name of contractor/permittee: Public Financial Management, Inc. 4. Description of work to be performed: Provide as-needed financial advisory services 5., Value and length of contract: $48,000/3 years 6. Waiver/modification request: See attached list of waivers/maodification requested 7. Reason for request and why it should be granted See attached list of reasons 8. Identify the risks to the City in approving this waiver/modification: Low e"4'De-p-artment Head Sig at Date: APPROVALS Approvals musf be obtatnn the order listed;fln his fgrrn Tiniaapr �ats are required fora request t be grant dL AlSproval:from the City Admiri stra r s Oft�toe is only required�# ktss° ac#etnertl d e City;Attornes t t#rsagree 1. Risk Management &Approved ❑ Denied aIZ2 Signature ate 2. City Attorney's Office proved ❑ Denie -09� Signatur Date 3. City Administrator's Office ❑ Approved ❑ Denied Signature Date !#approved the eorrrpfeied waiveflmodr#icaboi request POP s tee abrfi�tted to the ,� ��ity i4ttarneyys O,�icalong witthe oon���ct f© appr©vat �3rce th ��ontf�'et has beers�Apro'v this t•©rm i�tQ t3eM�'tt��t11 tie f�astc Mann' errte►it p�v�si��` A�t?��nts�r�ti�re,Ser�r+��s No iC.' oet ae t ,41 Ve e FOJZ PF 14 F0/Z_ LOA16 7_2�74y r' Iv PL.4 A-1 W,4s 410,0jeo v6_6 t N tic/9 y !�,-Oo7 60 L6A-SE Ins-Mod Waiver Attachment 6/18/2007 8:31:00 AM Name of Consulting Firm: Public Financial Management,Inc. Service to Be Provided: Provided as-needed financial advisory srvices List of Waivers P. 4, Section 9. PFM would like a waiver to the zero deductible. They have$15 million in coverage and a $500,000 deductible on their professional liability policy. Reason for request: PFM believes that it has sufficient financial resources and liquidity to make payment on any claim to the city as a result of professional liability,up to our deductible amount of$500,000. As evidenced by our most recent 2005 financial statements, PFM maintained.a current ratio of over 3.4,with current assets exceeding. current liabilities by$15.7 million after adjusting for discretionary bonus accrual. PFM also has an available line of credit of$16 million. P. 5, Section 10.C. PFM is requesting to delete this section; however, they are willing to restate the following language as a new paragraph following 10.B: The policy shall not be reduced in coverage or in limits except after thirty(30)days' prior written notice from the CONSULTANT; however, ten (10) days prior written notice in the event of cancellation for nonpayment ofpremium. Reason for request: The insurer will not agree to notify the city if policy coverage/limits are reduced so PFM cannot include this in the certificate. INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST R Ir 1 V{� D ..HAY --; 2O € 1. Requested by: Rick Amadril/.lanet Lockhart 2. Date: May 23, 2007 . Huntingtw�tseacfi Ity Aaorney'��e. 3. Name of contractor/permittee: Public Financial Management, Inc, -4. Description of work to be performed: Develop Long-Term Financial Plan 5. Value and length of contract: $36,570.00 6. . Waiver/modification request: See attached list of waivers/modification requested 7. Reason for request and why it should be granted: See attached list for reasons 8. Identify the risks to the City in approving this waiver/modification: Low r . epartment Head Signature Da 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 edif Risk Management an jhe City Attorney's Office disagree. 1. Ri Management Approved .`❑ Denied PP �- S' na e Dkie- 2. Ci ttorney's Office p roved ❑ Den" S 3t •y�-- Signature ;Da#e 3. City Administrator's Office ❑ Approved ❑ 'Denied Signature t3a#e If approved,the completed waivertmodification fequest is to be submitted.to.the City Attorneys Office along with the contract tot approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Administrative Services LTFP_PFM_4r._Waim 5Q3-OW7 E 56-.00 AM Client#:39328 PUBLFI ACD►rnp�D.. CERTIFICATE 4F LIABILITY INSURANCE DATE(MM1pD(YY) 12120/06 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Frank Crystal&Co.,Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Financial Square HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 32 Old Slip ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. New York,NY 10005 INSURERS AFFORDING COVERAGE INSURED INSURER A: Indian Harbor Insurance Co. Public Financial Management,Inc.Two Logan Square,Suite 1600 INSURER e:INSURER c: 18th and Arch Streets Philadelphia,PA 19103 INSURER D: 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. SR tFR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION DATE DATE MMIDD - LIMITS GENERAL LUtB1U7Y EACH OCCURRENCE S COMM ERCIAL GENERAL LIAO ILITY FIRE DAMAGE(Any one}he) _ CLAIMS MADE OCCUR MED EXP(Any one person) f PERSONAL 8 ADV INJURY $ GENERAL AGGREGATE S GEN'L AGGREGATE LIM IT APPLIES PER: PRODUCTS-COMPIOPAGG S POLICY PRO- LOC JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) $ ALL OWNED AUTOS BODILY INJURY 3 SCHEDULED AUTOS (Per person) HIREDAUTOS � _. .�;y g O ORM BODILY INJURY $ NON-OWNED AUTOS 1uV� w (Par accident) 12-A ER PROPERTY DAMAGE $ I (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT i ANY AUTO OTHER THAN EA ACC E AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE $ OCCUR F1 CLAIMS MADE AGGREGATE $ S DEDUCTIBLE S RETENTION $ S WORKERS COMPENSATION AND WC S7ATU- OTH- EMPLOYERS'LIABILITY ORY 1 ,Ell EL EACH ACCIDENT S E.L.DISEASE-EA EMPLOYEE S E.L.DISEASE-POLICY LIMIT S A OTHER Professional ELU09526406 11/30/06 11/30/07 $15,000,000 Limit Nability $500,000 Retention DESCRIPTION OF OPERATOR&LOCATIONSIVEMCLESIEXCLUSIONS ADDED SYENDORSEMENTISPECIAL PROVISIONS Re Professional Services contract between the City of Huntington Beach and Public Financial Management for Financial Advisor Services. The Professional Liability Policy is non-cancelable by the Insurer. (See Attached Descriptions) CERTIFICATE HOLDER ADDnroNAL INSURED.IHSURERLETTER: CANCELLATION SHOULD ANYOF TIE ABOVE DESCRIBED POLICES BE CANCELLED BEFORE THE EXPIRATION. Huntington Beach,City of, DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TOMAIL 01Cr DAYSWRnTEN Purchasing Department NOTICETOTHE CERTIFICATE HOLDER NAMED TOTHE LEFT,BUTFAILURE TODOSOSHALL 2000 Main Street IMPOSE NOOBLIGATON OR LIABILITYOFANYIOND UPON THE INSURE R,ITS AGENTS OR Huntington Beach,CA 92648 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25-S(7197)1 of 3 #197939 JDM 0 ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(iies)must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer,and the certificate holder, nor does it affirmatively or negatively amend, extend or after the coverage afforded by the policies listed thereon. ACORD 25-S(7197)2 of 3 #19793 9 DESCRIPTIONS (Continued from Page 1) Evidence of Coverage Only AMS 25.3(07197)3 of 3 #197939 Client#:39328 PUBLFI ACORD- CERTIFICATE OF LIABILITY INSURANCE 12/20/066 MMWYYM PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Frank Crystal S:Co.,Inc, ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS DOESTEND OR Financial Square ALTER THE COVEERAGE RTIFICATE AFFORDED BYTTHE POUCAMEND,F IES BELOW. 32 Old Slip New York,NY 10005 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Great Northern Ins.Co. Public Financial Management,Inc. INSURER B: Federal Insurance Company Two Logan Square,Suite 1600 INSURER C: Pacific indemnity Co. 18th and Arch Streets INSURER D: Philadelphia,PA 19103 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 DD - POLICY EFFECTIVE POLICY EXPIRATION -LTR.. NSRE TYPE OF INSURANCE POLICY NUMBER DATE M DATEIMMIDDI'M LIMBS A X GENERAL LK8111 iY 35363950 11/30/06 11/30/07 EACH OCCURRENCE $1 000 000 rE RCIALNERAL LIABILITY bnbMGE TO RED s1 OQO 000 LAIMS MADE Q OCCUR MED DRP(Any one person) $10 000 PERSONAL 3 ADV INJURY $1 000 OOO GENERAL AGGREGATE s2 00O 000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGG sincluded POLICY n JECT LOC B X AUTOMOBILE LIABILITY 73248555 11/30106 11/30/07 COMBINED SINGLE ,00O GLELIMIT $1 ANY AUTO (Ea acsideM) rOOO ALL OWNED AUTOS � . ��T.Q BODILY INJURY 3 SCHEDULED AUTOS (Per Person) X HIRED AUTOS R.Vj[cGRA BODILY INJURY = X NON-OWNED AUTOS C a x NEY (Per accident) PR RTY DAMAGE $ (Per accident) 1 GARAGE LIABILITY AUTO ONLY-FA ACCIDENT S ANY AUTO OTHER THAN IAA ACC S AUTO ONLY. AGG $ B EXCESSIUMBRELLA LIABILITY 79774080 11/30/06 11/30/07 EACH OCCURRENCE $10 000 000 X OCCUR CLAIMS MADE AGGREGATE $1 O 000 000 S DEDUCTIBLE $ RETENTION E $ C WORKERS COMPENSATION AND 71642435 11/30/06 11/30/07 X -INC STATU- OTH- EMPLOYERS'LIA6f1-17Y 1 E.L.EACH ACCIDENT s1 000.000 ANY PROPRIE70R/PARTNERIEXECU7IYE 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 I LOCATIONS i VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Re:Professional Services contract between the City of Huntington Beach and Public Financial Management for Financial Advisor Services. The City of Huntington Beach,its agents,officers and employees are (See Attached Descriptions)_ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Huntington Beach,City of, DATE THEREOF,THE ISSUING INSURER WILL XWae"IRp9R MAIL _30_ DAYS WRITTEN Purchasing Department NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, x 2000 Main Street xxjVj006XRxIX7P xxxaavxene�clolxxRa>t xxoRxx Huntington Beach,CA 92648 X10mmlor lanxx AUTHORIZED REPRESENTATIVE �r.�ol��i-� �'acS1 ��Oo r ��.• ACORD 25(2001/08)1 of 3 #197962 JDM O ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer,and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-S(2001108) 2 of 3 #1197962 DESCRIPTIONS (Continued from Page '1) Included as additional insureds with respect to any work or service that the insured performs for the holder. Workers Compensation-Evidence of coverage only. AMS 25.3(2001/08) 3 of 3 #197962 Liability Insurance Endorsement Policy Period NOVEMBER 30,2006 TO NOVEMBER 30,2007 Effective Date DECEMBER 22,2006 Policy Number 3536-39-50 DTO Insured PUBLIC FINANCIAL MANAGEMENT,INC Name of Company GREAT NORTHERN INSURANCE COMPANY This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Designated Person or Organization Under Who Is An Insured,the following provision is added: Any person or organization designated below is an insured;but they are only insureds with respect to liability arising out of your operations or premises owned by or rented to you. Designated Person or Organization Huntington Beach,City of Purchasing Department 2000 Main Street Huntington Beach,CA 92648 Liability Insurance Additional Insured-State or Political Subdivision-Permits 8"2-2306(Rev.4-01) Endorsement Policy No. (06)7324-85-55 ENDORSEMENT Namedinsured PUBLIC FINANCIAL MANAGEMENT INC EttectiveDate:l2-22-06 12:01 A.M.,Standard Time Agent Name FRANK CRYSTAL & CO INC. Agent No. 6 3181-000 ADDITIONAL INSURED- Non-Owned & Hired Automobile Policy It is hereby understood and agreed that effective December 22, 2005,the policy is amended to include the following Additional Insured: Huntington Beach, City of Purchasing Department 2000 Main Street Huntington Beach, CA 92648 16-02-0210(Ed. 1-01) , F . CITY OF HUNTINGTON BEACH Professional Service Contracts yi,q :a i Purchasing Certification f RCE 1. Date: 7/5/2007 AUG 0 3 2007 2. Department: Finance City of Huntington Boesch 3. Requested by: Robert Sedlak City Attorney's Office 4. Name of consultant: Public Finance Management, LLC 5. Attach the written statement of the specification, conditions, and other requirements for the requested services provided to solicited consultants. See Exhibit A 6. Amount of the contract: $48,000 7. Are sufficient funds available to fund this contract?' ®Yes ❑ No 8. Is this contract generally described on the list of professional service contracts approved by the City Council?' ®Yes ❑ No 9. Company number and object code where funds are budgeted: 40140101.69365 10. Is this contract less than$50,000? ®Yes ❑ No 11. Does this contract fall within $50,000 and $100,000? ❑Yes ® No 12. Is this contract over$100,000? ❑Yes ® No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to contract.) 13. Were formal written proposals requested from at least three available qualified consultants? ®Yes ❑ No 14. Attach list of consultants from whom proposals were requested (including a contact telephone number). See attached for list of consultants from whom proposals were requested. The Request for Proposal was also posted on the California Society of Finance Officer's (CSMFO)website and the City's website. 15. Attach proposed scope of work. See Exhibit A 16. Attach proposed payment schedule. See Exhibit B Department Head Signature IC RD AMA Rll� P rchasi and Central Services\Manager 1. If the answer to this question is "No," the contract will require approval from the City Council. As-Needed Financial Advisory Services Vendor List Applied Analytix,LLC Daniel Mannisto CEO 951 Old County Road, Belmont CA 94002 8664344649 6502493403 dan@applied-analytix.com Suite 201 Brandis Tallman,LLC Nicki Tallman Principal 22 Battery Street,Suite San Francisco CA 94111 4159125632 4159125636 ntallman@brandistallman.com 500 California Bank&Trust Brian Hodgins Vice President 1331 Broadway Sacramento CA 95818 9163414912 9164417813 bhodgins@calbt.com California Municipal Mgmt Greg Farrell IT/Financial Project 12766 Larchmont Poway CA 92064- 8584867697 8584861679 cammcs@cox.net Consultant Svcs Implementation Street 2637 Manager CBIZ of Orange County Marcus Davis Managing Director 2301 Dupont Drive, Irvine CA 92612 9494742020 9492635520 mddavis@cbiz.com Suite 200 DataProse Billing Solutions John Garcia Account Executive 1451 North Rice Ave Oxnard CA 93030 7077461905 7077461724 jgarcia@dataprose.com Suite A E.Wagner&Associates,Inc. Emily Wagner President 5990 Stoneridge Dr., Pleasanton CA 94588 9254161200 9254161296 ewagner@e-wagner.net Ste 103 FCS Group Incorporated Jeanette Hahn Regional Manager 50 California St,Ste San Francisco CA 94111 4152775905 4154395299 jeanetteh@fcsgroup.com 1500 Fieldman,Rolapp&Associates Timothy Schaefer Principal 19900 MacArthur Irvine CA 92612- 9496607300 0494748773 tchaefer@fieldman.com Boulevard,Ste 1100 2433 Finance 500,Inc. Ronald Homan Municipal Portfolio 19762 MacArthur Blvd., Irvine CA 92612 8004776266 9498515188 rhoman@finance500.com Representative Ste.200 Harris&Associates Dennis Anderson Associate 34 Executive Park Irvine CA 92614 8008274901 9258214982 danderson@harris-assoc.com #150 HDR Engineering Inc, Tom Gould Vice President 500 108th Ave NE,Ste. Bellevue WA 98004- 4254506200 4254537107 tgould@hdrinc.com 1200 5549 Kevin W.Harper,CPA Kevin Harper Owner 3002 Seriana Court Union City CA 94587 5103241022 5104716932 kevinharpercpa@cs.com Kitahata&Company Gary Kitahata Principal 137 Joost Avenue San Francisco CA 94131 4153371950 4152763777 gkitahata@aol.com MAXIMUS,Inc, Allan Burdick Vice President 4320 Auburn Blvd., Sacramento CA 95841 9164858102 9164850111 aIlanburdick@maximus.com Suite 2000 Maximus,Inc. Brian Foster Senior Manager 18018 Laird Court Castro Valley CA 94546- 5104326367 0 brianfos@ix.netcom.com 1307 MBIA MuniServices Company Marina Sloan Client Services 1400 K Street,Suite Sacramento CA 95814 8054434442 5303122922 marina.sloan@muniservices.com 212 Money Matters Consulting Susan Cotton President 12316 Catalina Street Leawood KS 66209 9492791855 9133118880 s_cotton@hotmail.com Municipal Auditing Services,LLC Kevin Weigant COO PO Box 3465 Pinedale CA 93650 5592915990 5592915999 mas@muniaudits.com MuniFinancial Anne Pelej Vice President& 27368 Via Industria, Temecula CA 92590 9515873594 9515873510 annep@muni.com Division Manager Suite 110 MuniFinancial Paul Whitelaw Division Manager 27368 Via Industria, Temecula CA 92590 9515873500 9515873510 paulw@muni.com Suite 110 NBS Greg Ghironzi Director,Consulting 32605 Highway 79 Temecula CA 92592 8006767516 9092961998 gghironzi@nbsgov.com Services South,Suite 100 NBS Tim Seufert Managing Director 870 Market Street,Ste. San Francisco CA 94102 8004348349 14153918439 Itseufert@nbsgov.com 901 Northcross,Hill&Ach,Inc. G.Craig Hill Principal 999 Fifth Avenue,Ste, San Rafael CA 94901 4157852025 4157852026 craig@nhainc.net 560 As-Needed Financial Advisory Services Vendor List Payment Resource/TransFirst Dan Palmquist Director,Government 3 San Joaquin Plaza, Newport Beach CA 92660 8668199390 9496554141 dpalmquist@transfirst,com Services Division Suite 100 PFM Asset Management Michelle Durgy Consultant 633 West 5th Street Los Angeles CA 90071 (213)489-4075 (213)489-4085 durgym@pfm.com Public Financial Management Craig Hoshijima Senior Managing 660 Newport Center Newport Beach CA 92660 9497219422 9497219437 hoshijimac@pfm.com Consultant Drive,Ste.750 Union Bank of California Carl Boyd Vice President,Trust& 445 S.Figueroa Street, Los Angeles CA 90071 1(213)236-7150 (213)236-5115 carl.boyd@uboc.com Custody 5th Floor Union Bank of California Michael Ferrara Vice President 200 Pringle Avenue, Walnut Creek CA 94597 9259473042 9259473050 michael,ferrara@uboc.com Union Bank of California Andres Jeremi Vice President 350 California Street, San Francisco CA 94104 4157055043 4157055052 andy.jeremi@uboo.com Union Bank of California Eileen Lew Perez Vice President, 445 South Figueroa Los Angeles CA 90071 (213)236-7589 (213)236-7152 eileen.perez@uboc.com Government Markets Street Urban Futures,Inc, Eva Torres-Wolf Senior Financial 3111 N.Tustin Ave. Orange CA 92865 7142839334 7142839319 evaw@urbanfuturesinc.com Analyst #230 Wells Fargo Bank Lynn Love Vice President 707 Wilshire Blvd,11 th Los Angeles CA 90017 2136142235 2136143555 lynn.a.love@wellsfargo,com FI Wells Fargo,Government Banking Mark Hewlett Vice President 707 Wilshire Blvd,11 th Los Angeles CA 90017 2136142234 2136143555 mark.c.hewlett@welisfargo.com Woh1ford Consulting Chad Wohlford Principal Consultant 372 Florin Road,#293 Sacramento CA 95831 (916)205-7050 (916)393-6801 chad@wohlfordconsulting.com Wulff,Hansen&Co. Mark Pressman Public Finance 351 California St,Ste San Francisco CA 194104 14154218900 4159566929 mpressman@wulffhansen.com