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NBS Government Finance Group NBS/GFG; 2005-12-14;
AMENDMENT NO. 4 TO EXTEND THE AGREEMENT FOR FINANCING DISTRICT ADMINISTRATION SERVICES NBS Government Finance Group This Amendment No. 4 is entered into and effective as of the ~30% day of bd, 2002, extending the agreement dated December 14, 2005 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and NBS Government Finance Group, ("Contractor") (collectively, the "Parties") for Financing District Administration services. RECITALS A. On May 21, 2007, the Parties executed Amendment No. 1 to the Agreement to provide Reassessment Consulting services in connection with Assessment District No. 96-1 (Rancho Carrillo) proposed refunding; and B. On May 20, 2008, the Parties executed Amendment No. 2 to the Agreement to provide Financing District Administration services for Community Facilities District ("CFD") No. 3 Improvement Area ("IA) 2; and C. On December I, 2008, the Parties executed Amendment No. 3 to the Agreement to extend the Agreement for a period of one year; and D. The Parties desire to extend the Agreement for a period of one year; and NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on December 14, 2010 in an amount not-to-exceed thirty-three thousand dollars ($33,000). 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CITY OF CARLSBAD, a municipal corporation of the State of California MIKE AWf/L&-,- //P~'Fs IDC-Wr + LFC\ (print nameltitle) ATTEST: (e-mail address) A ,-tlxe gk-i/y~~ /s'cc~crg fil-~y (print nameltitle) (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Cor~oration, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, 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: City Attorney Approved Version #05.22.01 AMENDMENT NO. 3 TO EXTEND THE AGREEMENT FOR FINANCING DISTRICT ADMINISTRATION SERVICES NBS Government Finance Group This Amendment No. 3 is entered into and effective as of the / day of . 200 fe?., extending the agreement dated December 14, 2005 (the__ _ \greement") by and between the City of Carlsbad, a municipal corporation, ("City"), and NBS Government Finance Group, ("Contractor") (collectively, the "Parties") for Financing District Administration services. RECITALS A. On May 21, 2007, the Parties executed Amendment No. 1 to the Agreement to provide Reassessment Consulting services in connection with Assessment District No. 96-1 (Rancho Carrillo) proposed refunding; and B. On May 20, 2008, the Parties executed Amendment No. 2 to the Agreement to provide Financing District Administration services for Community Facilities District ("CFD") No. 3 Improvement Area ("IA") 2; and C. The Parties desire to extend the Agreement for a period of one year; and NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on December 14, 2009. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CONTRACTO s\ (sigrThere) / (print name/title) (e-mail address) -* . -(sign/here) (print name/title) (e-mail address) CITY OF /CARLSBAD, a corporation/>ftlTe"&tate icipal bORRJAINE M. WOOD City Clerk 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. Chairman, President, or Vice-President *Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officers) signing to bind the corporation. APPROVED AS TO FORM: RONALD R.^AlUCity Attorney ity Attorney City Attorney Approved Version #05.22.01 AMENDMENT NO. 2 TO AGREEMENT FOR FINANCING DISTRICT ADMINISTRATION SERVICES NBS Government Finance Group This Amendment No. 2 is entered into and effective as of the "^ day of ^%/<w , 2008, amending the agreement dated December 14, 2005 (the "Agreemerft")4by'and between the City of Carlsbad, a municipal corporation, ("City"), and NBS Government Finance Group, ("Contractor") (collectively, the "Parties") for Financing District Administration services. RECITALS A. On May 21, 2007, the Parties executed Amendment No. 1 to the Agreement to provide Reassessment Consulting services in connection with Assessment District No. 96-1 (Rancho Carrillo) proposed refunding; and B. The Parties desire to alter the Agreement's scope of work to provide Financing District Administration services for Community Facilities District ("CFD") No. 3 Improvement Area ("IA") 2; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed three thousand dollars ($3,000). This Amendment brings the total not-to-exceed price to forty one thousand five hundred dollars ($41,500) for the third Agreement year of the original three year Agreement period ending December 13, 2008. The Agreement, Amendment No. 1, and this Amendment bring the total not-to-exceed price to one hundred one thousand five hundred dollars ($101,500) for the original three year Agreement period ending December 13, 2008. Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by December 13, 2008. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 6. The individuals executing this Amendment 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 Amendment. CONTRACTOR RLSBAD, a municipal (e-mail address) 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. Chairman, President, or Vice-President 'Group B. Secretary, Assistant Secretary, 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^? TO FORM: LL, City Attorney Deputy City Attorney City Attorney Approved Version #05.22.01 6. The individuals executing this Amendment 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 Amendment. CONTRACTOR *By: *By: (sign here) (print name/title) (e-mail address) (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California By: City ManageV or Mayor ATTEST:/ ORRAINE M. WOOD City Clerk (print name/title) (e-mail address) 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. Chairman, President, or Vice-President 'Group B. Secretary, Assistant Secretary, 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: RONALD R. BALL, Cttf Attorney By:. >eputy City Attorney City Attorney Approved Version #05.22.01 EXHIBIT "A" SCOPE OF SERVICES AND FEE Scope of Services (Community Facilities District Administration) Expert Resource. First and foremost, NBS will act as the City's "expert resource," and is available to answer questions and advise the City on particular issues involving the Community Facilities District. 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 districts and 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 §53317(e) and §53340 of the Government Code of the State of California. Such costs may include, but are not be limited to: bank fees, legal fees, county tax collection fees, and all costs and expenses of the public agency and its consultants related to district administration. Cash and Equivalents Analysis. NBS will determine the Cash and Equivalents balance requirements, acquire the current Cash and Equivalents 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 assessments. Cash flow analysis will 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. NBS will calculate the annual special tax levy for each parcel within the Community Facilities District following the guidelines established in the Rate and Method of Apportionment. Meeting Attendance. NBS will attend district related Council/Board meetings related to district administration, as requested by the City. Levy Submittal. NBS will submit the levy to the County Auditor Controller in the required format and medium (i.e. e-mail, diskette). 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 to the County for collection will be invoiced directly to the parcel owner, with payment submitted to the public agency. 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, status of the project and current issues affecting the districts. Delinquency Monitoring. NBS will provide a comprehensive list of delinquencies after each special tax installment becomes due. The delinquency report will provide the district's overall City Attorney Approved Version # 05.22.01 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 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 or where the districts has matured. CDIAC Reporting. NBS will perform all necessary reporting to the California Debt and Investment Advisory Commission as required by §53359.5(b) and §53359.5(c) of the Government Code of the State of California. 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 Government Code of the State of California. The fee of any Notice of Special Tax shall be billed to the party requesting the disclosure form. Toll-Free Phone Number. 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 districts and ongoing collection of the special tax. Bilingual staff is available for Spanish-speaking property owners. Fees \Community Facilities District (CFD) Administration Services] CFD No. 3 Improvement Area 2 $3,000 (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 travel, postage, telephone, reproduction, meals and various County charges for tapes, maps, and recording fees. (Annual Fee Increases) Cost of living increases may be applied to the services listed above on October 1 each year, beginning with October 1, 2009. The COLA would be the actual cost of living increase, based on the U.S. Department of Labor, Bureau of Labor Statistics, Consumer Price Index for all urban consumers for the Southern California counties. City Attorney Approved Version # 05.22.01 (Additional Information) The following table shows our current hourly rates. Additional services authorized by the City will be billed at this rate or the then applicable hourly rate. Title Hourly Rate Director Senior Consultant/Programmer Engineer Consultant Analyst Clerical/Support Expert Witness $ 190 150 140 130 100 55 TBD; with minimum fee |Terms| Administration services will be invoiced quarterly at the beginning of each quarter. Expenses will be itemized and included in the next regular invoice. Fees for all other services will be invoiced upon completion of the task. If the project is prematurely terminated by either party, NBS shall receive payment for work completed. Payment shall be made within 30 days of submittal of an invoice. If payment is not received within 90 days simple interest will begin to accrue at the rate of 1.5% per month. Either party can cancel administration contracts with 30 days written notice. City Attorney Approved Version # 05.22.01 AMENDMENT NO. 1 TO AGREEMENT FOR REASSESSMENT CONSULTING SERVICES - NBS GOVERNMENT FINANCE GROUP This Amendment No. 1 ("Amendment") is entered into and effective as of the day of ^-/7^)A^#~ _ , 2007, amending the agreement dated December 14, 2005 (the Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and NBS Government Finance Group, a corporation ("Contractor" or "NBS") (collectively, the "Parties"), for reassessment consulting services to be performed in connection with Assessment District No. 96-1 (Rancho Carrillo) Proposed Refunding. RECITALS A. The Parties desire to alter the Agreement's scope of work to include reassessment consulting services to be performed in connection with Assessment District No. 96-1 (Rancho Carrillo) proposed Refunding; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule applicable to this Amendment, which is attached to and incorporated herein by this reference as Exhibit "A", Supplemental Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those additional services described in Exhibit "A" to this Amendment. 2. City will pay Contractor for all work associated with those additional services described in Exhibit "A" to this Amendment on a time and materials basis not- to-exceed twelve thousand five hundred and zero dollars ($12,500). The Agreement and this Amendment brings the total not-to-exceed price to ninety-two thousand five hundred dollars ($92,500). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" to the Agreement and Exhibit A to the Amendment by December 13, 2008. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. The individuals executing this Amendment 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 Amendment. City Attorney Approved Version #05.22.011 CONTRACTOR (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California By: I ceo City Manager or Mayor • (print name/title) (? nbs gels.ATTEST: (e-mail address) ^(sig^nliere) J (print name/title) &v- ct>rr\ (e-mail address) If required by City, proper notary 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: RONALB^BALL, City-Attorney B eputy City Attorney City Attorney Approved Version # 05.22.01 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of ss. On . before me, personally appeared rA\VAs Name and Title of Officer (e.g., "Jane Doe, Notary Public") SMCEYM.MrUM CommMon 41612656 Notay PuMc - CoMonta Mveakto County My Ctxnm. Expires Sep 11,2008 Name(s) of Signer(s) ^personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person (s) acted, executed the instrument. JESS my hand anH official seal. ) Signature of Notary f OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: tyuetO^erOT ">Q Document Date: fbR.jn kiG Number of Pages:: 1 Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: U\Y£ D Individual ^Corporate Officer - Title(s): D Partner — D Limited D General D Attorney-in-Fact D Trustee D Guardian or Conservator D Other: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer Is Representing:_ © 1999 National Notary Association • 9350 De SotoAve., P.O. Box 2402 • Chatsworth, CA 91313-2402 - www.nationalnotary.org Prod. No. 5907 Reorder: Call Toll-Free 1-800-876-6827 EXHIBIT "A" TO AMENDMENT SUPPLEMENTAL SCOPE OF SERVICES AND FEE Scope of Services Reassessment Consulting Services NBS will prepare a Reassessment Report as required by the California Streets and Highways Code §9523. The Report will contain the following: • A schedule setting forth the unpaid principal and interest on the bonds to be refunded and the total amounts thereof. • The total estimated principal amount of the reassessment and of the refunding bonds and the maximum interest rate thereon, together with an estimate of cost of the reassessment and of issuing the refunding bonds, including all costs of issuing the refunding bonds, as defined by subdivision (a) of Section 9600. • The auditor's record kept pursuant to Section 8682 showing the schedule of principal installments and interest on all unpaid original assessments and the total amounts thereof. • The estimated amount of each reassessment, identified by reassessment number corresponding to the reassessment number on the reassessment diagram, together with a proposed auditor's record for the reassessment prepared in the manner described in Section 8682. • A reassessment diagram showing the assessment district and the boundaries and dimensions of the subdivisions of land within the district. Each subdivision, including each separate condominium interest as defined in Section 783 of the Civil Code, shall be given a separate number upon the diagram. • A declaration of the method of reassessment. If any delinquent assessments are funded, a detail of the amounts capitalized will be included in the declaration of the method of spread. • Final reports and recordation(s) shall be completed prior to bond sale. In addition to the Reassessment Report, NBS will provide disclosure information for the District. The information will be based upon the 2006/07 County Secured Tax Roll (or the most current data available) and the current Delinquency Redemption data available. NBS will process the data and provide the following: City Attorney Approved Version # 05.22.01 • Current and prior year's assessment delinquencies. This will include the amounts delinquent and any penalty and interest penalty accrued. • Reports of Assessed Valuation and Property Ownership will be prepared upon request of the Financing Team. Examples of available reports are, a) Top 25 property owners, b) Aggregate and individual lien to value calculations, c) Lien to value as a percentage of reassessment, and others. NBS will review all draft and final financing documents and be available for any teleconference or Team meetings. NBS will also obtain the necessary documents and signatures to record the District Diagram and Notice of Reassessment, record the Diagram and Notice and provide conformed copies upon request. Fees Reassessment Consulting Services AD No. 96-1 (Rancho Carrillo)$12,500 Additional Information The following table shows our current hourly rates. Additional services authorized by the City related to the supplemental scope of services will be billed at this rate or the then applicable hourly rate as provided for in the Agreement. Title Hourly Rate Director Senior Consultant/Programmer Engineer Consultant Analyst Clerical/Support Expert Witness $190 150 140 130 100 55 TBD; with minimum fee City Attorney Approved Version # 05.22.01 AGREEMENT FOR FINANCING DISTRICT AD M IN I ST RAT ION SERVICES (NBS Government Finance Group, NBSIGFG) THIS AGREEMENT is made and entered into as of the @ day of , 20& by and between the CITY OF CARLSLAD, a municipal corporation, ("City"), and NBS GOVERNMENT FINANCE GROUP (NBWGFG), a corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of a contractor that is experienced B. Contractor has the necessary experience in providing professional C. Selection of Contractor is expected to achieve the desired results in an D. Contractor has submitted a proposal to City and has affirmed its in 191 5 Act Assessment Districts and Community Facility Districts (CFDs). services and advice related to Financing District Administration. expedited fashion. willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "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) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one-year periods or parts thereof in an amount not to exceed thirty thousand 00/100 dollars ($30,000) per agreement 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. City Attorney Approved Version #04.01.02 1 4. Time is of the essence for each and every provision of this Agreement. TIME IS OF THE ESSENCE 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be eighty-six thousand dollars ($86,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". 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 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 the 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 the 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. City Attorney Approved Version #04.01.02 2 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. Contractor agrees to indemnify and hold harmless the City and its officers, 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 herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. I N DE M N I F I CAT10 N The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation 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. IO. 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-:V". 10.1 Coveraqes and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney 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. 10.1 .I Commercial General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. City Attorney Approved Version #04.01.02 3 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance 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: 10.2. I The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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 Providinq 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 Coveraqe. 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 anytime, complete and certified copies of any or all required insurance policies and endorsements. 4 City Attorney Approved Version #04.01.02 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 three (3) 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. 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 notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: David Barnum Finance Manager City of Carlsbad 1635 FARADAY AVENUE CARLSBAD, CA 92008-7314 760-602-2430 For Contractor: Mike Rentner Managing Director-Secretary NBS 32605 Highway 79 South, Ste 100 Temecula CA 92592 951 -296-1 997 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. 5 City Attorney Approved Version #04.01.02 16. CONFLICT OF INTEREST City will evaluate Contractor’s duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City’s Conflict of Interest Code is required of Contractor or any of Contractor’s employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor’s affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor’s agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor‘s agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 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 that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and hara-ssment. 19. 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 (1 0) 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. City Attorney Approved Version #04.01.02 6 20. TERMINATION In the event of the 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. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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. 21. 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. 22. 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 attorney's 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 City Attorney Approved Version #04.01.02 7 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. 23. JURISDICTIONS AND VENUE 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. 24. 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 or 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. 25. 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. a City Attorney Approved Version #04.01.02 26. 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. CONTRACTOR CITY OF CARLSBAD, a municipal nager- M4@7N# 0 N8W-04 5,,, ;'w. (e-mail address) * H,,\\+- If required by City, proper notarial acknowledgment of execution by conkkttlb" must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-president *Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer@) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By: City Attorney Approved Version #04.01.02 9 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California On ~OQ. 94s personally appeared bf C U Pr tl before me, mm 9 e+& Name and Title of Mficer (e i, “Jane Doe Notary Public”) Date Name(s) ai Signer@) Wersonally known to me proved to me on the basis of satisfactory evidence ---I to be the personw whose nameldf &/ace subscribed to the within instrument and acknowledged to me that h_e/&&bey executed the same in his!- authorized capacityo, and -that by Kslkehltkeit signature(s) on the instrument the personlaf, or the entity upon behalf of which the person(6 acted, executed the instrument. OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: \A o&&J& b&. j &, Q) U b.,, ce Document Date: . aGi JL= Number of Pages: 2 I Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer’s Name: baq&L kWwE(L 0 Individual QCorporate Officer - Title(s): QhS ., 1 5 IC 0 Partner - 0 Limited 0 General 0 Attorney-in-Fact 0 Trustee 0 Guardian or Conservator 0 Other: Signer Is Representing: 0 1999 National Notary Association .9350 De Sda Ave , PO Box 2402. Chahworth, CA 91313-2402 . www nationalnotaryorg Prod No 5907 Reorder Call Tall-Free 1-800-876-6827 EXHIBIT “A” ScoDe of Services NBS will provide a comprehensive set of year-round services that support the City’s goals and meet the RFP requirements. These services will be cost effective, but will be delivered in a manner that emphasizes quality control, data integrity and the latest in technology. NBS will provide the scope of services as requested in the RFP provided by the Citv of Carlsbad. To demonstrate our knowledqe of Special District Administration, we have provided our comprehensive scopes of services below: Iscope of Services1 1191 5 Act Assessment District Administration Services1 Expert Resource. First and foremost, NBS will act as the City’s “expert resource,” and is available to answer questions and advise the City on particular issues involving the Assessment Districts. Kick-Off Meeting, Project Schedule. NBS will meet with City staff, legal counsel and other interested parties to: 0 Establish lines of communication. 0 Clarify the specific project goals and criteria that will meet the City’s preference. 0 Identify and resolve any special circumstances that may be involved in the administration of the districts. 0 Develop project schedules to meet legal requirements and provide for effective interaction of all involved parties. 0 Establish meeting dates consistent with schedule to achieve project milestones. Data Collection. NBS will gather and review data relevant to the administration of the districts. Data will be obtained from various sources, including City records, Assessor’s parcel maps, and County Assessor information and establish a database for the assessment districts. Policy Review. NBS will review polices 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. City Attorney Approved Version #04.01.02 IO Cost Recovery. NBS will identify all costs associated with the administration of the Assessment Districts 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 RegistrarTTransfedPaying Agent fees, Arbitrage Rebate calculation fees, bank fees, and expenses of the City and its consultants related to the administration of the districts. Fund Analysis. NBS will determine the balance requirements and acquire the current cash balances for the districts. We 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. Annual Assessment Levy. NBS will calculate the annual assessment levy for each parcel in each of the districts and submit the amount for each parcel to the County in the format and medium (i.e. tape, diskette) required by the County Auditor-Controller. Resubmission or Rejects. NBS will research the status of any parcels rejected by the County Auditor-Controller, and resubmit corrected data for collection on the County Tax Roll. Any parcels that are not accepted by the County for collection will be invoiced directly, with payment directed to the City. Maintain Assessment 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. Annual Report. NBS will provide a comprehensive Annual Report that will show a detail listing of the amounts submitted to the levy or directly billed for collection, details of delinquent assessments, fund analysis, paid off parcels and release of liens, all bond call activity, and assessed valuation information. Delinquency Monitoring. NBS will provide the City with a comprehensive list of delinquencies after each installment becomes due. This report will show delinquency percentage as well as a detailed list of each delinquent parcel. Prepayment CalculationlAmortization 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 Agentrrrustee. City Attorney Approved Version #04.01.02 11 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 s53754 of the Government Code of the State of California. The fee of any Notice of Special Tax shall be paid by the party requesting the disclosure notice. Toll-Free Phone Number. 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 for the districts. 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 Revenue & Taxation Code 163. This includes providing data such as parcel number, original assessment and current principal balance to the County Assessor. Assessment District Credits. NBS will calculate Assessment District credits for property owners who have paid assessment district levies, and provide an annual report for current and future credits. ICommunity Facilities District Administration1 Expert Resource. First and foremost, NBS will act as the City’s “expert resource,” and is available to answer questions and advise the City on particular issues involving the Community Facilities District. 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 districts and 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 §53317(e) and s53340 of the Government Code of the State of California. Such costs may include, but are not be limited to: bank fees, legal fees, county tax City Attorney Approved Version #04.01.02 12 collection fees, and all costs and expenses of the public agency and its consultants related to district administration. Cash and Equivalents Analysis. NBS will determine the Cash and Equivalents balance requirements, acquire the current Cash and Equivalents 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 assessments. Cash flow analysis will 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. NBS will calculate the annual special tax levy for each parcel within the Community Facilities District following the guidelines established in the Rate and Method of Apportionment. Meeting Attendance. NBS will attend district related Council/Board meetings related to district administration, as requested by the City. Levy Submittal. NBS will submit the levy to the County Auditor Controller in the required format and medium (i.e. tape, diskette). 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 to the County for collection will be invoiced directly to the parcel owner, with payment submitted to the public agency. 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, status of the project and current issues affecting the districts. Delinquency Monitoring. NBS will provide a comprehensive list of delinquencies after each special tax 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 Calculations. NBS will provide special tax prepayment calculations to interested parties. The party requesting the calculation shall pay the fee of any prepayment calculation. City Attorney Approved Version #04.01.02 13 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 Agennrustee. Release of Liens. NBS will prepare all documents required to release the liens of parcels that have prepaid the special tax or where the districts has matured. CDIAC Reporting. NBS will perform all necessary reporting to the California Debt and Investment Advisory Commission as required by §53359.5(b) and §53359.5(c) of the Government Code of the State of California. Notice of Special Tax Disclosure. NBS will provide Notice of Special Tax Disclosure notices to requesting parties as required by 953340.2 and s53341.5 of the Government Code of the State of California. The fee of any Notice of Special Tax shall be billed to the party requesting the disclosure form. Toll-Free Phone Number. 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 districts and ongoing collection of the special tax. Bilingual staff is available for Spanish- speaking property owners. ID-FAST@ On-Line Softwarel To complement the administration of your districts, NBS will provide our Windows based, Internet accessible software on a view-only basis. This will give you “real-time” access to your districts and underlying parcel data, allowing you to: 0 Answer questions in-house 0 0 Understand a particular parcel status within a district Confirm if there are overlapping districts on a single parcel Print amortization schedules, payoff quotes, and delinquency reports 0 Research other issues With this software, you and your staff have enhanced access to the data while NBS still provides the full administration and toll-free phone support. In addition, we can also provide a link to the City’s website for custom access. This proprietary software, called D-FASP for District Fees, Assessments, and Special Taxes, is a very powerful administrative tool, which we use in- house to administer your districts. City Attorney Approved Version #04.01.02 14 IContinuing Disclosure1 As provided in the RFP, NBS will provide updated information for the tables as noted. In addition, NBS will prepare the information required for the S&P and bond insurance questionnaires. NBS can also provide a more full scope of disclosure, at an agreed upon fee, including the following: Document Review. NBS will review pertinent documents of the issue, including the Official Statement and Disclosure Certificate. We will identify material such as the Consolidated Annual Financial Report and/or other operating data that the City has agreed to provide in the Disclosure Certificate. Data Collection. NBS will collect the annual financial information and operating data that the City has agreed to provide to each Nationally Recognized Municipal Securities Information Repository (NRMSIR) and the appropriate State Information Depository (SID), if any. Report Preparation. NBS will prepare the Annual Disclosure Report as required in the Disclosure Certificate. Annual Dissemination. NBS will disseminate the Annual Disclosure Report to state and national repositories and post to our website to allow public access free of charge. Significant Events. NBS will prepare and disseminate a “Notice of Significant Events”, as listed on the Continuing Disclosure Certificate, to the appropriate SID and to either each NRMSIR or the Municipal Securities Rulemaking Board (MSRB). Action will commence upon notification by the City of the occurrence of any of the events, if deemed by the City to be material. Typical significant events may include: 1 ) Principal and interest payment delinquencies 2) Non-payment related defaults 3) Unscheduled draws on debt service reserves reflecting financial difficulties 4) Unscheduled draws on credit enhancements reflecting financial difficulties 5) Substitution of credit or liquidity providers, or their failure to perform 6) Adverse tax opinions or events affecting the tax-exempt status of the security 7) Modifications to the rights of security holders 8) Bond calls City Attorney Approved Version #04.01.02 15 9) Defeasances IO) Release, substitution, or sale of property securing repayment of the securities 1 I) Rating changes IApportionmentsl Parts 10 and 10.5 of the Streets and Highways Code detail the methodology and procedure that the City must follow in apportioning the assessment lien on parcels that are reconfigured and/or subdivided. With our experience in district formation and the development of methods of assessment, we are able to ensure that apportionments are properly performed. Assuming proceeding under the preferred procedure of Part 10.5, NBS will perform the following: Application Forms. NBS will provide apportionment application forms and instructions to the City’s Engineering representative for inclusion as a condition of approval for subdivision within an assessment district. Segregation. NBS will apportion the special assessment according to the method of spread as described in the engineer’s report. Notice of Apportionment. NBS will prepare a notice of apportionment and send it via certified mail to the issuing underwriter, as required. Assessment Diagram. NBS will prepare an amended assessment diagram and notice. The diagram and notice will be filed and recorded with the County Recorder. Amortization Schedule. NBS will prepare an amortization schedule for each newly created assessment type. Apportionment Report. NBS will prepare and submit to the City an Apportionment Report showing the finalized apportionment and the amended assessment diagram. In the event proceedings are undertaken under Part IO, the following additional items are required: Resolutions. NBS will prepare the required resolutions to order the amended assessment, the amended assessment diagram, notices to the property owner, and fix the amount of costs to perform the apportionment. City Attorney Approved Version #04.01.02 16 Public Meetings. NBS will be available to attend any public meetings required to complete the apportionment. IArbitrage Rebate1 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"), formerly known as Orrick, Herrington & Sutcliffe, LLP, the premiere firm for the provision of these services. The following outlines the specific services provided relating to arbitrage rebate calculation and consulting services, and includes an Orrick legal opinion. 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. 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. 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. 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. City Attorney Approved Version #04.01.02 17 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. College/Canon 2003-01 Rancho Carrillo 96-1 Cost Proposal $846,599 452 $1,291,585 1,550 Per the City’s request, the Administration for the following five (5) 191 5 Act Assessment Districts and one (1 ) Community Facilities District will be based upon our hourly rates not to exceed $24,000 per year plus out-of-pocket expenses (estimated at 6%). 11 91 5 Act Assessment District Administration Services1 I Poinsettia Lane 2002-0 I $2.157.300 I 925 I I Carlsbad Ranch 95-1 I $738,810 I 18 I Prepayment Calculations (each) ................................................................ $35 (Party requesting calculations shall pay) Notice of Special Assessment (per notice) ................................................ $1 0 (The fee of any Notice of Assessment shall be billed to the party requesting the disclosure form) J Communitv Facilities District Administration1 I $30 million I 56 I CFD #3 Faraday/Melrose (in formation) Prepayment Calculations (per request) .......................................................... $1 50 (Fee based on complexity of calculations. Party requesting calculations shall Pay) Notice of Special Tax (per notice) ..................................................................... $1 0 (The fee of any Notice of Special Tax shall be billed to the party requesting the disclosure form) City Attorney Approved Version #04.01.02 18 ID-FASV Online and Web Access1 Annual Fee .................................................................................................. $1,950 Initial Set Up Fee ............................................................................................ $500 Custom web interface .............................................................. Hourly NTE $5,000 JContinuing Disclosure1 Report Assistance . .... . . . ... . .. . . . . .. . .. . .. . . . . ... . .. . .. . .. . .. . .. . .. . .. . .. . .. . . . . .. . .. . . . . ,. . . . . .. . .. . . . Hourly Significant Event Notification ........ ... ... ... ... ......... .............. hourly or $1 00 per event Dissemination Services Report Dissemination (per recipient) ................................................... .. $25 Significant Event Dissemination (per recipient) .... ... ...... ... . .. ... ... . .. ... . .. . . . .$25 Posting to NBS website ......................................................................... No charge ]Apportionments[ Apportionments will be performed upon request and paid for by the requesting party at our then current fee structure, as shown below. NBS will apportion the assessment according to the original method of spread, prepare the amended assessment diagram, and record the notice of apportionment and amended diagram per Parts 10 and 10.5 of the Streets and Highways Code. Part 10.5 Apportionment Fee (Four parcels or less): ............................ : ............. $950 Apportionment Fee (Five or more parcels): ...................................... $1,800 (plus $35 per parcel) Recording Fee (each): ........................................................................... $40 Resolutions: . . . . . . . . . . . . . . . . . . . . . , . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $300 Meeting Attendance: ..... ... ... ... ... ... ... ... ... ... ... ... ....... hourly, plus travel costs* * reasonable and customary travel costs, as needed Part 10 City Attorney Approved Version #04.01.02 19 IArbitraae Rebate[ Base Fees Commitment Fee: ........................................................................................... $500 Report Fee (per report): ................................................................................. 1,700 Additional Service Fees Computation Periods in Excess of 18 Months (per year): ..................... $500-1,000 Commingled Funds Analysis (as appropriate): ....................................... 500-1,000 Transferred Proceeds Analysis (as appropriate): .................................. .500-I ,000 Variable Rate issues: ............................................................................. 500-1,000 IAnnual Fee Increases1 Cost of living increases may be applied to the services listed above on October 1 each year, beginning with October 1,2006. The COLA would be the actual cost of living increase, based on the U.S. Department of Labor, Bureau of Labor Statistics, Consumer Price Index for all urban consumers for the Southern California counties. For cost estimate purposes only, we are estimating the COLA at 4 % per year. City Attorney Approved Version #04.01.02 20 IExpensesl Senior ConsultantlProgrammer Engineer 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 travel, postage, telephone, reproduction, meals and various County charges for tapes, maps, and recording fees. 150 140 IAdditional Services1 NBS will provide a fee structure for any district closeouts or bond tender programs, depending on the City’s needs and complexity of the programs. Other additional services authorized by the City will be billed at the rates shown below or the then-applicable hourly rate. Analyst Clerical/Support I Director I $190 100 55 I Consultant I 130 ITerrnsl Payment shall be made within 30 days of submittal of an invoice. If payment is not received within 90 days simple interest will begin to accrue at the rate of 1.5% per month. The City or NBS may cancel this agreement upon 30 days written notice. If the project is abandoned, NBS will be paid a sum equal to the current hourly rate for the hours expended and unpaid upon the project. City Attorney Approved Version #04.01.02 21 x +El File Search Qtions Internet Help Gusiness Attributes I Contacts 1 Account Notes Approvals ) Additional Fields 1 Transaction History 1 Linked Accounts& Contact code Contact Telephone Contractor # 101 -Owner If INES GOVERNMENT FINANCE GR 1(303]236-1937 rL 1 Start date Expiration date Issued date Cease date 06/30/2006 30-7 r-- n wner code Location code I7 out d my IC . Corporation Non-profit I 10 - Code not available 7 1 r Exempt Parcel # FElN BEAN Sub 11 Business type Business subtype 0 - Code not available 3 10s . Outside City Ai SIC Contractor Type I3999 - Services, Not Elsewd 10 . Code not available rf -- For Help, press F1 Monday, October 31, 2005 '03:38:11 PM :astart] QNovell GroupW.. .1lg LicenseTrack... 3 12 lq 5 " 4 dgC)~~~&~~4~~&~@~- 3:38PM NUM ACORD, CERTIFICATE OF LIABILITY INSURANCE I INSURERD: I DATE (MMIDDMWY) 101512005 1 PRODUCER License # OB23500 Vanorsdale Insurance Services 4909 Murphy Canyon Road, Suite 510 San Diego, CA 92123 INSURED NBS Local Government Solutions (858) 541-2900 32605 Highway 79 South, Suite 100 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAlC # INSURER A Maryland Casualty Insurance Company INSURER B Employers Compensation Insurance Com TYPF OF mNCF LIABILITY CLAIMS MADE (x( OCCUR H I POLICY NUMBER PAS00053837 c--l I EACH OCCURRENCE GENL AGGREGATE LIMIT APPLIES PER: LOC $ 1 ,ooo,oo AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS MED WP (Any one person) PERSONAL 8 ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGO /PAS00053837 $ 10,oo $ 1 ,ooo,oo $ 2,000,00 L 2,000,00 I GARAGE LIABILITY ANY AUTO EXCESSNMBRELLA LIABILITY 7 OCCUR CLAIMSMADE - DEDUCTIBLE RETENTION 5 NORKERS COMPENSATION AND IMPLOYERS' LIABILITY \NY PROPRIETOFUPARTNEWEXECUTIVE IFFICERlMEMBER EXCLUDED? f es describe under jJEClAL PROVISIONS below ITHER FN32472001 9/24/2000 IPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSI COMBINED SINGLE LIMIT $1,ooo,ooc (Ea accident) POLICY EFFECTIVE - PROPERTY DAMAGE (Per accident) AUTO ONLY - EA ACCIDENT 9/24/2005 1 5 5 9/24/2005 EACHOCCURRENCE AGGREGATE 9/24/20 0 5 -$ $ IENT I SPECIAL PRO 9/24/2006 LIMITS I 5 WC STATU- OTH- I TORY LIMITS 1 1 ER E.L. EACH ACCIDENT 5 1,000,00l 9/24/2006 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRIlTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. City of Carlsbad Attn: Helga Stover 1635 Faraday Ave Carlsbad, CA 92008-7314 AUTHORIZED REPRESENTATIVE /-- < -z-G47=- BODILY INJURY (Per person) BODILY INJURY (Per accident) OTHER THAN EA I ' AGG I 5 AUTO ONLY: 1,000,001 I SlONS Except 10 days notice of cancellation given for non-payment of premium. :ity of Carlsbad, its officials, employees and volunteers are named Additional Insureds with respect to General Liability per attached orm CG2010 7/04. **This replaces certificate issued 9/26/2005.** POLICY NUMBER: PAS00053837 Name Of Additional Insured Person(s) Or Organization(s): City of Carlsbad COMMERCIAL GENERAL, LIABILITY CG 20100704 Location@) Of Covered Operations Carlsbad, CA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. A. Section II Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for “bodily injury”, ‘‘property damage” or “personal and advertising injury” caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to “bodily injuM’ or “property damage” occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of “your work” out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 2010 0704 Copyright, IS0 Properties, Inc., 2004 Page 1 of 1 w Q) P 0 0 0 P, 9 8 7. 0, 0 (D 9 R 5 (D 2 9 2 8 ul 0 -0 4 z 0 3 9 2 2 2 ul ul ul s s s 2 4 ro ul ul 2 P ro 2 0 4 (D N N ul ul s s 2 N 0 2 ul w 4 ul N 0 2 0 0 (D ul N co R 0 2 4 10 ul in N ul 2 ul 2 (D ro cn VI 2 cn P 0 0