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HomeMy WebLinkAboutNBS Government Finance Group; 2026-03-10; Page 1 City Attorney Approved Version 9/3/2025 AGREEMENT FOR SPECIAL FINANCE DISTRICT ADMINISTRATION SERVICES NBS GOVERNMENT FINANCE GROUP THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of _________________________, 20___, by and between the City of Carlsbad, California, a municipal corporation ("City") and NBS Government Finance Group, a corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in 1915 Act Assessment District and Community Facility Districts (CFDs). B. Contractor has the necessary experience in providing professional services and advice related to Special Finance District Administration. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) year(s) from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional two (2) years or parts of a year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed forty-five thousand dollars ($45,000) per Agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If City elects to extend the Agreement, the amount shall not exceed forty-five thousand dollars ($45,000) per Agreement year. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A."             Page 2 City Attorney Approved Version 9/3/2025 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement caused by any negligence, recklessness, or willful misconduct of Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability           Page 3 City Attorney Approved Version 9/3/2025 for such claim, including the cost to defend, shall not exceed Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or on behalf of an injured employee under City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:           Page 4 City Attorney Approved Version 9/3/2025 10.2.1 City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 If Contractor maintains higher limits than the minimums shown above, City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to City. 10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records.           Page 5 City Attorney Approved Version 9/3/2025 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Roxanne Muhlmeister Name Stephanie Parson Title Assistant Finance Director Title CEO Dept Finance Address 32605 Temecula Parkway, Ste. 316 CITY OF CARLSBAD Temecula, CA 92592 Address 1635 Faraday Ave Phone 800-676-7516 Carlsbad CA 92008 Email sparson@nbsgov.com Phone 442-339-2417 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ܈ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.           City Attorney Approved Version 10/23/2025 Page 6 18. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 19. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 20. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 21. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 22. TERMINATION In the event of Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.           City Attorney Approved Version 10/23/2025 Page 7 23. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 24. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 25. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 26. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 27. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 28. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts.           City Attorney Approved Version 10/23/2025 Page 8 29. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 2026. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California NBS Government Finance Group, a corporation By: By: (sign here) Zach Korach, Finance Director Sara Mares, Vice President & COO (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Stephanie Parson, Secretary & CEO Deputy / Assistant City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ City Attorney             City Attorney Approved Version 10/23/2025 Page 9 EXHIBIT A SCOPE OF SERVICES AND FEE 1915 Act Assessment District Administration KICK-OFF MEETING, PROJECT SCHEDULE NBS will meet with City staff, legal counsel and other interested parties to: • Establish lines of communication. • Clarify the specific project goals and criteria that will meet the City’s preference. • Identify and resolve any special circumstances that may be involved in the administration of the districts. • Develop project schedules to meet legal requirements and provide for effective interaction of all involved parties. • Establish meeting dates consistent with schedule to achieve project milestones. DATA COLLECTION NBS will gather and review data relevant to the administration of the Assessment District. Data will be obtained from various sources, including City records, Assessor’s parcel maps, and County Assessor information. NBS will maintain and periodically update a database of all parcels within the district along with relevant parcel information. POLICY REVIEW NBS will review policies and procedures that have been established by the City for compliance with the governing documents and law. These policies will be incorporated into our service to the City. COST RECOVERY NBS will assist the agency in identifying all costs associated with the administration of the Assessment District and recover those costs through the levy process as outlined in §8682 and §8682.1 of the California Streets and Highways Code. These costs may include, but not be limited to Registrar/Transfer/Paying Agent fees, Arbitrage Rebate calculation fees, bank fees, and expenses of the City and its consultants related to the administration of the district. FUND ANALYSIS NBS will determine the balance requirements and acquire the current cash balances for the district. NBS will make recommendations to ensure that the flow of funds and fund balances are in compliance with bond documents. Cash flow analysis will also be performed to determine any levy shortfall or surplus. LEVY SUBMITTAL NBS will submit the levy to the County Auditor-Controller in the required format. Assessments rejected by the County Auditor-Controller will be researched and resubmitted for collection on the County Tax Roll. Any parcels that are not accepted by the County for collection will be invoiced with payment to be directed to the City. MAINTAIN DISTRICT DATA NBS will annually track all parcel changes to ensure that all changes are documented. Historical parcel change and assessment apportionment data will be maintained by NBS.           City Attorney Approved Version 10/23/2025 Page 10 ANNUAL REPORT NBS will provide a comprehensive Annual Report that will show a detailed listing of the amounts submitted to the County or directly billed for collection, details of delinquent assessments, fund analysis, paid off parcels, all bond call activity, and assessed valuation information. DELINQUENCY MONITORING NBS will provide a comprehensive list of delinquencies after each installment becomes due. The delinquency report will provide the district’s overall delinquency percentage as well as a detailed list of each delinquent parcel, with the name and address of the delinquent parcel owner, the delinquent amount, and penalties. PREPAYMENT CALCULATION/AMORTIZATION SCHEDULE NBS will provide assessment prepayment calculations and amortization schedules to interested parties. The requester will pay the cost of this service; however, there will be no charge to the City or property owners. BOND CALLS NBS will prepare the spread of principal to be called within maturities for all bond calls and coordinate the call with the Paying Agent/Trustee. RELEASE OF LIENS NBS will prepare all documents required to release the liens of parcels that have prepaid the assessment. NOTICE OF SPECIAL ASSESSMENT NBS will provide a "Notice of Special Assessment" disclosure notice to requesting parties as required by §53754 of the California Government Code. The fee of any Notice of Special Assessment shall be paid by the party requesting the disclosure notice. SENATE BILL 1029 CDIAC REPORTING NBS will perform necessary reporting to the California Debt and Investment Advisory Commission as required by California Government Code Section 8855(k), including filing the report online by the January 31st annual deadline. This report is subject to additional fees per bond issue based on the requirements. CONSULTING SUPPORT NBS will provide a toll-free phone number for use by the City, other interested parties and all property owners. NBS staff will be available to answer questions regarding the formation and ongoing collection of assessments for the district. Bilingual staff is available for Spanish-speaking property owners. COUNTY ASSESSOR REPORTING NBS will work with the County Assessor to aid in complying with the requirements of California Revenue & Taxation Code Section 163. This includes providing data such as parcel number, original assessment and current principal balance to the County Assessor.           City Attorney Approved Version 10/23/2025 Page 11 Community Facilities District Administration (Bonded) KICK-OFF MEETING, PROJECT SCHEDULE NBS will meet with City staff, legal counsel and other interested parties to: • Establish lines of communication. • Clarify the specific project goals and criteria that will meet the City’s preference. • Identify and resolve any special circumstances that may be involved in the administration of the districts. • Develop project schedules to meet legal requirements and provide for effective interaction of all involved parties. • Establish meeting dates consistent with schedule to achieve project milestones. DATA COLLECTION NBS will gather and review data pertinent to the administration of the Community Facilities District. Data will be obtained from various sources such as Assessor’s parcel maps, building permits and County Assessor information as determined to be necessary based on the requirements of the Rate and Method of Apportionment. NBS will maintain and periodically update a database of all parcels within the district along with relevant parcel information. ADMINISTRATIVE COST RECOVERY NBS will identify all costs associated with the administration of the Community Facilities District and recover those costs through the levy process as outlined in §53340 of the California Government Code. Such costs may include, but are not to be limited to: Bank fees, legal fees, county tax collection fees, and all costs and expenses of the City, and its consultants related to district administration. CASH FLOW ANALYSIS NBS will determine the cash flow requirement, acquire current fund balances and make recommendations to keep the flow of funds and fund balances in compliance with the bond documents. Fund transfers might include the transfer of available surplus funds to be used as levy credits or the transfer of reserve funds to the redemption fund upon the prepayment of special taxes. Cash flow analysis will also be performed to determine any levy shortfall or surplus collections. SPECIAL TAX REQUIREMENT NBS will calculate the annual Special Tax Requirement that will include all necessary components as outlined in the Rate and Method of Apportionment, such as principal and interest due, administrative expenses, collection for direct financing of services or facilities, and a fund credit or replenishment as determined from analysis of the district funds. LEVY CALCULATION PROCESS NBS will calculate the annual special tax levy for each parcel within the Community Facilities District in accordance with the guidelines established in the Rate and Method of Apportionment (RMA). As part of this process, a preliminary levy calculation will be conducted to account for any parcel changes from the prior year’s levy submittal. This ensures that adjustments, such as parcel splits, mergers, development updates, use code changes, or other parcel-related modifications, are properly reflected before the final fiscal year secured roll is established. By incorporating these early adjustments, the levy calculation becomes more precise, enabling the agency to maximize revenue while ensuring fair treatment of each parcel in accordance with the RMA.           City Attorney Approved Version 10/23/2025 Page 12 Once the fiscal year secured roll is finalized, a second levy calculation will be performed using the most up-to-date parcel data. This final calculation will then undergo NBS’ rigorous Quality Assurance (QA) process, ensuring accuracy, compliance, and consistency before implementation. MEETING ATTENDANCE NBS will attend up to two (2) City Council meetings related to district administration, as requested by the City. NBS will attend additional meetings as requested by the City subject to additional expenses for time and travel. LEVY SUBMITTAL NBS will submit the levy to the County Auditor-Controller in the required format. Special Taxes rejected by the County Auditor-Controller will be researched and resubmitted for collection on the County Tax Roll. Any parcels that are not submitted by the County for collection will be invoiced with payment to be directed to the City. MAINTAIN DISTRICT DATA NBS will annually track all parcel changes to ensure that all changes are documented. Historical parcel change data will be maintained by NBS. SPECIAL TAX LEVY REPORT NBS will provide an annual Special Tax Levy Report. This report will include a parcel listing with levy amounts and other parcel information, the details of the annual Special Tax Requirement, current delinquency information, fund analysis, administrative expenses to be recovered, and status of the project and current issues affecting the district. DELINQUENCY MONITORING NBS will provide a comprehensive list of delinquencies after each installment becomes due. The delinquency report will provide the district’s overall delinquency percentage as well as a detailed list of delinquent parcel, with the name and address of the delinquent parcel owner, the delinquent amount, and penalties. PREPAYMENT CALCULATIONS NBS will provide special tax prepayment calculations to interested parties. The party requesting the calculation shall pay the fee of any prepayment calculation. BOND CALLS NBS will prepare the spread of principal to be called within maturities for all bond calls and coordinate the call with the Paying Agent/Trustee. RELEASE OF LIENS NBS will prepare all documents required to release the liens of parcels that have prepaid the special tax. CDIAC REPORTING NBS will perform the necessary reporting to the California Debt and Investment Advisory Commission as required by the California Government Code. For each of the following reporting requirements, NBS will review all pertinent documents and obtain the information needed to: • Prepare and file the report online as required by §53359.5(b) and §53359.5(c) of the California Government Code by the October 30th annual deadline.           City Attorney Approved Version 10/23/2025 Page 13 • Prepare and file the report online as required by §8855(k) of the California Government Code by the January 31st annual deadline. This report is subject to additional fees per bond issue based on the requirements. ADDITIONAL REPORTING NBS will be a resource to the City by staying current and identifying any new legislation and reporting requirements as they relate to the CFD. For each of the following reporting requirements, NBS will review all pertinent documents and obtain the information needed to: • Prepare the required reporting to the California State Controller’s Office California Government Code, Section 12463.2, enacted as part of AB 2109. Provide to City staff for inclusion in the annual financial transaction report. • Assist in the filing of the SB 165 report to the City Council each year to comply with legislation that enforces additional reporting requirements. California Government Code, Sections 50075.3 or 53411. • Prepare other reports as required by any State and/or Federal disclosure reporting requirements pertaining to each CFD, as applicable, amended, or newly enacted and required. This may be subject to additional fee. NOTICE OF SPECIAL TAX DISCLOSURE NBS will provide Notice of Special Tax Disclosure notices to requesting parties as required by §53340.2 and §53341.5 of the California Government Code. The fee of any Notice of Special Tax shall be billed to the requesting party. CONSULTING SUPPORT NBS will provide a toll-free phone number for use by the City, other interested parties and property owners. NBS staff will be available to answer questions regarding the CFD and ongoing collection of the special tax. Bilingual staff is available for Spanish-speaking property owners. Continuing Disclosure In accordance with the Continuing Disclosure Certificate of the Bonds, NBS will support with the annual disclosure filing requirements of the SEC Continuing Disclosure Rule 15c2-12. Specifically, NBS will perform the following: DOCUMENT REVIEW NBS will review pertinent documents of the Bonds, including the Official Statement and Continuing Disclosure Certificate. We will identify material such as the Comprehensive Annual Financial Report and/or other operating data that the City has agreed to provide in the Continuing Disclosure Certificate. DATA COLLECTION NBS will collect the bond issue-specific financial information and operating data that the City has agreed to provide in the Continuing Disclosure Certificate. REPORT PREPARATION NBS will prepare the Annual Disclosure Report as required in the Disclosure Certificate.           City Attorney Approved Version 10/23/2025 Page 14 ANNUAL DISSEMINATION NBS will disseminate the Annual Disclosure Report including Agency Financials to the Electronic Municipal Market Access system, or EMMA, to other required parties. SIGNIFICANT EVENTS NBS will prepare and disseminate a “Notice of Significant Events”, as listed on the Continuing Disclosure Certificate, to EMMA, as required in the certificate. Action will commence upon notification by the City of the occurrence of any of the events. City’s Responsibilities for Continuing Disclosure Services The City shall: • Furnish NBS with any pertinent information that is available to the City and applicable to the services. • Designate a person to act with authority on its behalf in respect to the services. • Notify NBS of the occurrence of any events listed in the Continuing Disclosure Certificate. • Promptly respond to NBS’ requests for reviews and approvals of its work, and to its requests for decisions related to the services. • Understand and agree that NBS is entitled to rely on all information, data and documents (collectively, “Information”) supplied to NBS by the City or any of its agents, contractors or proxies or obtained by NBS from other usual and customary sources including other government sources or proxies as being accurate and correct and NBS will have no obligation to confirm that such Information is correct and that NBS will have no liability to City or any third party if such Information is not correct. Arbitrage Rebate To assist in compliance with the IRS Code and U.S. Treasury Regulations, NBS will provide the following services, at the fees quoted, through the firm of Bond Logistix, LLC ("BLX"), the premier firm for the provision of these services. The following outlines the specific services provided relating to arbitrage rebate calculation and consulting services. DOCUMENT REVIEW Pertinent documents of the issue will be reviewed including the Official Statement, Trust Indenture, Tax Certificate, and IRS form 8038-G to determine whether the issue is subject to the rebate requirement and identify what general and/or elective exceptions are available to the issue. DATA COLLECTION Collect third-party data and other statistical, financial, and cash flow information required for the reports. BOND YIELD Sources and uses of all proceeds will be identified to determine how the rebate requirement applies to each fund. Produce a debt service schedule for the issue and calculate and/or verify the bond yield. EXCESS EARNINGS CALCULATION Trust statements and/or City accounting records will be utilized to create a cash flow report for each fund. These reports will be used to identify all investment activity and interest earnings attributable to the funds. Calculate the arbitrage earnings on investment of funds subject to rebate and determine the issuer’s net rebate and/or penalty liability.           City Attorney Approved Version 10/23/2025 Page 15 INVESTMENT YIELD CALCULATION The investment yield will be calculated for each fund as a “reality check” to reaffirm the accuracy of the cash flow report. This measure not only ensures the accuracy of the report but also is a useful tool when analyzing investment opportunities. SUMMARY REPORT A report will be prepared that summarizes the rebate liability of the issue, identifies the methodology employed, computational assumptions, conclusions, and any recommended changes in record keeping and investment policies. Analyze all transactions and explore every legally permissible avenue to minimize the rebate liability. Identify outstanding proceeds subject to the rebate requirement, and identify the instruments and yields of the investment vehicles utilized by each fund. FILING REQUIREMENT NBS will coordinate the preparation and filing of the IRS form 8038-T with the payment as required. REVIEW NBS will review the rebate report with City staff and discuss the policies and procedures as they relate to the rebate requirement to ensure compliance with treasury regulations. The review will also be used to determine the necessity of any future calculations. LEGAL COUNSEL Engage, upon request by the City Attorney and at additional cost, the services of a tax counsel; whereupon, an independent legal opinion shall be rendered. All BLX reports include a legal opinion from Orrick at no additional charge. ARBITRAGE COMPLIANCE Keep abreast of enforcement actions and changes to the code/regulations that affect arbitrage compliance requirements. Assist, upon request and at additional cost, the City in the event of a rebate calculation audit. Consult, upon request and at additional cost, with respect to the structuring of new bond issues and other matters that will affect any eventual arbitrage liability. Delinquency Management NBS will develop a comprehensive delinquency management program which includes a discussion and interpretation of the issuer’s foreclosure covenant together with a review of the existing policies and procedures of the City. This service can be provided as part of overall annual administration or as a stand-alone service. When deemed as the appropriate course of action, NBS will perform the following. DELINQUENCY REPORTS NBS will provide the City with an updated list of delinquencies prior to sending any of the below letters. This report will also detail each district’s percentage of delinquencies, as well as a detailed list of each delinquent parcel. REMINDER LETTER At the City’s direction, send a reminder letter to the property owner of each delinquent parcel for the December 10th installment. The purpose of the letter is to inform and educate the property owner of their obligation to pay the delinquent special tax or assessment.           City Attorney Approved Version 10/23/2025 Page 16 DEMAND LETTER At the City’s direction, send a demand letter to the property owner of each delinquent parcel for the April 10th installment. This letter will be mailed to any property owner who remains delinquent for both installments or who is delinquent for April 10th only. The purpose of this letter is to further educate the property owner and advise them of a potential foreclosure. LIENHOLDER LETTER At the City’s direction, send a demand letter to the lienholders of loan-defaulted parcels where a Notice of Default has been filed, notifying them of the special tax or assessment delinquency and the loss of their lien position when judicial foreclosure occurs. The purpose of this letter is to educate the lienholders and to spur quick payment of delinquencies in order to protect their interest in the property. LIENHOLDER RESEARCH At the City’s direction, perform detailed search of public records to identify lienholders on non-loan- defaulted parcels. The purpose of this is to allow further communication from the City to educate the lienholders and to spur quick payment of delinquencies in order to protect their interest in the property. FORECLOSURE LETTER This type of letter is typically sent after the installments for a parcel have been removed from the tax roll. The letter delineates what amount must be paid directly to the City to forestall the turnover of collection to foreclosure counsel. TAX ROLL REMOVAL AND NOTICE NBS will provide the information required to remove delinquencies from the tax roll and coordinate with the County Auditor Controller to verify the removal. This step is in preparation of turning the delinquencies over to foreclosure counsel. Once removed from the tax roll, each property owner will receive one final foreclosure letter indicating the amount due and payment instructions. NBS will file the Notice of Intent to Remove Delinquent Installments and remove such Notice upon payment of the delinquency. PAYMENT PLANS At the City’s discretion, NBS will offer payment plans to property owners in lieu of turning delinquencies over to the City‘s foreclosure counsel. SUBSEQUENT FORECLOSURE SERVICES NBS will prepare and deliver all information to the City Attorney and/or foreclosure counsel. We will also continue to supply the City’s counsel with additional information throughout the foreclosure process. We will continue to respond to property owner and City staff phone calls regarding the status of all cases, and will coordinate and audit status reports on a bi-monthly basis from the City’s counsel. CONSULTING SUPPORT NBS will provide a toll-free phone number for use by the City, other interested parties and all property owners. Our staff will be available to answer questions regarding the formation and ongoing collection of assessments or special taxes for the districts. Bilingual staff is available for Spanish-speaking property owners. City’s Responsibilities The City shall furnish NBS with any pertinent information that is available to City and applicable to the Services. The City shall designate a person to act with authority on its behalf in respect to the Services.           City Attorney Approved Version 10/23/2025 Page 17 The City shall promptly respond to NBS’ requests for reviews and approvals of its work, and to its requests for decisions related to the Services. City understands and agrees that NBS is entitled to rely on all information, data and documents (collectively, “Information”) supplied to NBS by City or any of its agents, contractors or proxies or obtained by NBS from other usual and customary sources including other government sources or proxies as being accurate and correct and NBS will have no obligation to confirm that such Information is correct and that NBS will have no liability to City or any third party if such Information is not correct.           City Attorney Approved Version 10/23/2025 Page 18 EXHIBIT B COMPENSATION FOR SERVICES 1915 Act Assessment District Administration AD College/Blvd 2022 ................................................................................................................... $4,339.16 AD Poinsettia Lane 2022 ............................................................................................................... $5,423.94 Community Facilities District Administration (Bonded) CFD 3 IA1 ....................................................................................................................................... $6,291.78 CFD 3 IA2 ....................................................................................................................................... $6,291.78 Administration Expenses Not to Exceed ............................................................................................................................... $ 1,000.00 Continuing Disclosure ANNUAL REPORT FEE READ 2022-1 (Poinsettia Lane East/College Blvd) ................................................................. ....... $1,950.00 CFD 3 IA1 ....................................................................................................................................... $1,500.00 CFD 3 IA2 ....................................................................................................................................... $1,500.00 Significant Event Notification (as needed) ............................................................ Hourly or $300 per event Senate Bill 1029 Consulting Fee .................................................................................................................................. $625.00 Arbitrage Rebate Reporting The following fees are for typical bond issues and analysis required. If there are unusual issues or commingled funds, there could be additional fees. We will recommend strategies to minimize the effort and fees for this work. BASE FEES Commitment Fee: ........................................................................................................................... $Waived Report Fee (per report): ................................................................................................................ $2,250.00 ADDITIONAL SERVICE FEES Computation Periods in Excess of 18 Months (per year): ............................................................... $500.00 Commingled Funds Analysis (as appropriate)................................................................................... $500.00 Transferred Proceeds Analysis (as appropriate) .............................................................................. $500.00 Variable Rate Issues ......................................................................................................................... $500.00 Delinquency Management Reminder Letters (1) .......................................................................................................................... $15.00 Demand Letters (1) ............................................................................................................................ $30.00 Lienholder Letters (1, 2) ..................................................................................................................... $40.00 Lienholder Research (Notice of Default Not Filed) ............................................................................. Hourly Foreclosure Letters ............................................................................................................................ $50.00 Payment Plan Administration .......................................................................................................... $300.00 Tax Roll Removal (3, 4) ....................................................................................................................... $75.00 Removal of the Notice of Intent to Remove Delinquent Installments (4) ......................................... $25.00 Subsequent Foreclosure Fees (4) ..................................................................................................... $100.00 All fees are based on a per-parcel/per-district basis, except as noted below. 1. This fee will be recovered as part of the next levy. 2. Letter is sent to lienholders where public Notice of Default has been filed. Fee reduced to $20 when sent jointly with Foreclosure Letter to same parcel. 3. This fee includes filing of the “Notice of Intent to Remove Delinquent Installments” but does not include County fees for removal from the tax roll. 4. This fee is per parcel/per district/per year from the initiation of the foreclosure.           City Attorney Approved Version 10/23/2025 Page 19 ANNUAL FEE INCREASES Cost of living increases may be applied to the Administration services listed above on October 1 each year, beginning with the invoices issued on October 1, 2026. The COLA would be the actual cost of living increase based on the 12-month change from April/May to April/May in the U.S. Department of Labor, Bureau of Labor Statistics, Consumer Price Index for all urban consumers for the applicable region for the City’s location. EXPENSES Customary out-of-pocket expenses will be billed to the City at actual cost to NBS. These expenses may include, but not be limited to, mailing fulfillment, postage, reproduction, telephone, travel, meals and various third-party charges for data, maps, and recording fees. ADDITIONAL SERVICES The following table shows our current hourly rates. Additional services authorized by the City but not included in the scope of services will be billed at this rate or the applicable hourly rate. Title Hourly Rate Senior Review $275 Director $250 Associate Director / Engineer $225 Senior Consultant / Manager $200 Consultant $175 Financial Analyst $150 Clerical / Support $110           ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A(Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 9/26/2025 License # 0L48969 (619) 233-8000 (619) 864-7106 22292 NBS Government Finance Group32605 Temecula Parkway, Suite 316 Temecula, CA 92592 41840 10833 A 2,000,000 XXOH3A43196312 9/24/2025 9/24/2026 300,000 10,000 2,000,000 4,000,000 4,000,000 1,000,000A XXAH3A42745814 9/24/2025 9/24/2026 1,000,000A OH3A43196312 9/24/2025 9/24/2026 1,000,000 B X W23A42745712 9/24/2025 9/24/2026 1,000,000N1,000,000 1,000,000 C Professional Liabili VNPL019969 9/24/2025 Ea/Claim Aggregate 2,000,000 C E&O Professional Lia VNPL019969 9/24/2025 9/24/2026 Deductible 20,000 Additional insureds are included as/where required by written contract as respects to General Liability, Auto Liability; General Liability Primary Non- Contributory wording; Auto Liability Primary Non-Contributory wording, General Liability waiver of subrogation, Auto Liability waiver of subrogation, WorkersCompensation waiver of subrogation, but limited to the operations of the Insured under said contract, and always subject to all the policy terms, conditions and exclusions per endorsements attached.Cancellation provisions attached. *THIS CERTIFICATE CANCELS AND SUPERSEDES ANY CERTIFICATEPREVIOUSLY ISSUED.* Blanket forms apply when required by written contract: SEE ATTACHED ACORD 101 City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 NBSGOVE-01 ROBLY2 C3 Risk & Insurance Services404 Camino Del Rio S. STE 410San Diego, CA 92108 policy@c3insurance.com THE HANOVER INSURANCE COMPANY Allmerica Financial Benefit Insurance Company Gemini Insurance Company X 9/24/2026 X X X X XX           FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. C3 Risk & Insurance Services NBSGOVE-01 SEE PAGE 1 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance License # 0L48969 1 SEE P 1 NBS Government Finance Group32605 Temecula Parkway, Suite 316Temecula, CA 92592 SEE PAGE 1 ROBLY2 1 Description of Operations/Locations/Vehicles: GENERAL LIABILITY: Additional Insured-Special Broadening Endt: 391-1006 08 16 Additional Insured- Completed Operations: 391-1602 08 16 Primary & Non-Contributory: 391-1003 08 16 Waiver of Subrogation: 391-1003 08 16 Cancellation Provision:391-1003 08 16 Umbrella Cancellation Provision: CU 02 23 09 12 AUTO: Additional Insured: CA20 48 02 99 Primary & Non-Contributory: 461-0478 12 12 Waiver of Subrogation: 461-0500 11 13 Auto Broadening Endorsement: 461-0155 (9-97) Auto Cancellation Provision: IL 00 17 11 98 Professional Liability cancellation provision: VP00061017Waiver of Subrogation and Primary and Contributory: VP09630819 WORKERS' COMPENSATION: Waiver of Subrogation: WC040306 (Ed 04-84) Cancellation Provision California WC 040601B Cancellation Provision Arizona WC 02 06 01 C Deductibles: General Liability- $0 Auto Liability- Comp Ded: $1,000 / Coll Ded: $1,000 Umbrella: $0 Professional Liability- $20,000 deductible (Per Claim). Umbrella goes over General Liability, Employers Liability and Auto Liability. Underlying Schedule per form 473-1103 (11/08) The City of Carlsbad, its officials, employees and volunteers must be named as an additional insured with respect to liability arising out of activities performed by or on behalf of the Named Insured. The full limits available to the named insured shall also be available and applicable to the City as an additional insured.