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HomeMy WebLinkAbout05308 - MUNIFINANCIAL CFD 2005-1 ADMINISTRATION DOCUMENT TRACKING Page: 1 Report: One Document Detail February 12, 2009 Condition: Document Numbera5308,----\ Document# escription Approval Date Expiration Date Closed Date A53o8 (�FD admin service's 06/23l2006 05/31/2008 Company Name: uniF,inanc al Address: 27368 Via Industda, Suite 110, Temecula, CA 92590 Group: CITY MANAGER Contract Amt. Total Paid Balance Service: In File $15,000.00 $15,000.00 xRef: CITY MANAGER Ins.Status: A policy has Expired Document Tracking Items: Due C_omp_let_ed Tracking Amount Amount Code Item Qescription Date Da a Date Added Paid under$25k-CM may auth 06/23/2006 $15,000.00 to CM for Sig 06/23/2006 /distrib to dept 06/26/2006 r kdh Amend 1 -extension of term only- no $$ change 07/05/2007 kdh r/ to CM for sig 07/05/2007 kdh / distrib to Troy t 07/13/2007 i +wxwwwEND OF REPORT " RECEIVED FE3 120 Z�a� FIRST AMENDMENT TO AGREEMENT FOR DISTRICT ADMINISTRATION SERVICES This First Amendment to the Consultant Services Agreement with MuniFinancial ("First Amendment" or "Amended Agreement") is made and entered into this 25"' day of April, 2007, by and between the CITY OF PALM SPRINGS, a municipal corporation ("City") and MtmiFinancial, a California Corporation ("Consultant") and amends that certain "Contract Services Agreement with MuniFinaneial" (the "Agreement") dated May 30, 2006 between the same parties. RECITALS A. Ou or about May 30, 2006, City and Consultant entered into a"Contract Services Agreement" pursuant to which Consultant agreed to provide district administration services for Community Facilities District 2005-01 ("Project")- B. The tend of this agreement was for a period of one year expiring on May 30, 2007. C_ City does not have the staffing or expertise necessary to adequately perform these services and needs the continued assistance of a qualified consultant, D. City and Consultant desire to amend the Agreement to extend the term and increase the Contract Surn to reflect the new work program. AGREEMENT The Agreement is hereby amended as follows: I. "I.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide district administration services as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated herein by reference (the "services" or "work"), which includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner in accordance with all standards prevalent in the industry. In the event of any inconsistency between the teens contained in the Scope of Services/Work and the terns set Forth in the main body of this Agreement, the terms set forth in the main body o f this Agreement shall govern. 2. "2.1 Com ep nsation of Consultant. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Fees" attached hereto as Exhibit "A" and incorporated herein by this reference, but not exceeding the maximum contract amount of Fifteen Thousand Dollars (S15,000) ("Contract Sum")." 3. "3.4 'Germ. Unless earlier terminated in accordance with Section 7.7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services. The term of this agreement shall be for a one year period commencing May 31, 2007. In no event shall this agreement remain valid past June 1, 2005 unless otherwise extended by written approval of the City." 4. Except as expressly provided herein, all other terms and conditions of the Agreement shall remain in full force and effect. [Signature Block on Next Pagel IN WITNFSS WHEREOF, the parties hereto executed this First Amendment to be effective as of the Date first written above. CITY OF PALM SPRINGS, a municipal corporation : B yy. - ,�1 City Manager Not To Exceed _ Without The Expr�Written ity Clerk Authorization Of The City Manager, APPROVj� ' - S TO FORM MuniFinanci• City ttorney Nan1e. Marts Risco Title: Vice president SAP OVE�$Y CI COI Ci APPROVED BY CITY MANAGER P��C� EXHIBIT "A„ SCOPE OF WORK Community Facilities District Administration The following is our proposed scope of services for the City of Palm Springs' CFD administration. All costs associated with CFD annual administration are fully recoverable, either through the Special Tax levy or payment by requestor for special services. MuniFinancial will 1. Maintain and periodically update an electronic database containing parcel basis data and annual Special Tax levy amounts by Assessor's Parcel Number 2. Prepare an annual Special Tax Report(report). This report will include. • The identification of CFD administrative cost items eligible for recovery by the City, • Review of fund balances to identify any surplus funds, • Delinquency summaries; and • A cover letter to the report shall provide related recommendations or issues, if any. The cover letter is not intended to be a component of the report 3. Annually calculate and apportion the Special Taxes, as specified in the Rate and Method of Apportionment of Special Tax, 4. Prepare, if requested, an annual resolution that establishes the budget for the fiscal year and application of the Special Tax to be submitted to the County, including the Special Tax summary for the fiscal year. 5. Provide Special Tax levies for each parcel by Assessors Parcel Number to the County of Riverside Auditor/Controllers Office in the media, format, and configuration required by the County for placement on the annual property tax roll. 6. Research parcel exceptions provided by the County and, if possible, resubmit installment amounts that are unapplied. MuniFinancial will, on behalf of the City of Palm Springs, manually invoice Special Tax installments that cannot be collected on the County property tax roll. 7. Provide a toll-free number to Feld inquiries from City staff, property owners, and other interested parties regarding Special Tax installments and related information. 8. Prepare an Annual Report summarizing the fiscal year. This report shall include: • Fiscal Year Summary; Charge Detail Report, and • Delinquency summaries; A cover letter to the report shall provide related recommendations or issues, if • Budget Worksheet any. This cover letter is not intended to be a component of the report. • Handbill Summary Contract Services Agreement with MuniFinancial 11 Community Facilities District 2005-01 Administration Services April 20, 2007 .J 9. Monitor delinquencies each January and May, and submit periodic reports to the City of Palm Springs 10. Assist the City, as requested, with the fling of an annual report with the Council, as required by the California Government Code, Section 50075.3 (a) and (b), as amended. 11. Prepare"Notice of Special Tax" as required by the California Government Code, Sections 53340.2(b) and 53341.5, as amended. The fee for this service is $10 per notice and is to be paid by the requestor. ResponsibilitiesClient MuniFinancial will rely on being able to obtain the following information from the City of Palm Springs: • Assist MuniFinancial in obtaining parcel information. Although MuniFinancial will annually research Information regarding land subdivision and issuance of building permits, as required by the City of Palm Springs, the City's assistance may still be required. * Information regarding collections, assessments, district fund balances, and payments received by the City. • The budget summary for the district to be incorporated into the annual resolution or district report establishing the budget. • Information pertaining to annexations including, but not limited to, boundary maps, electronic parcel listings, development plans, and tentative maps. The City of Palm Springs acknowledges that MuniFinancial shall be relying upon the accuracy of the information provided by the City or their designees and that MuniFinancial shall not be liable for any inaccuracies contained therein. CONTRACTOR'S QUALIFICATIONS MuniFinancial is one of the largest public-sector financial consulting firms in the United States with corporate headquarters in California and regional offices throughout the country. Since 1987, we have helped over 800 public agencies and nonprofit organizations successfully address a broad range of financial challenges. MuniFinancial assists local agencies with Arbitrage Rebate, Municipal Disclosure, and Special District Administration. The firm currently has a staff of over 80 dedicated professionals, with the range of expertise necessary to provide high-quality service to all our clients. Contract Services Agreement with MuniFinancial 12 Community Facilities District 2005-01 Administration Services April 20,2007 Assigned Key Staff Contractor proposes to assign the following key staff in the performance of this project: . - Mr. Mark Risco will serve as the principal-in-charge for all Special District Administration Services (DAS). As vice president of MuniFinancial, and Division Manager of the DAS group, Mr. Risco has years of experience acting as principle-in-charge on a vast number of projects for MuniFinancial. In fact, he has been responsible for the administration of over 1,400 Assessment, Landscaping and Lighting, and Community Facilities Districts, as well as standby charge, water availability, sewer and refuse programs. His technical expertise is invaluable to clients and analysts alike, and his proficiency in techniques involving Assessment District formations, administration, analysis for bond refunding purposes, apportionment of assessment liens, and Delinquency Management is considerable. As such, he will provide his expertise, and ensure that the project proceeds according to schedule and is managed in line with the City's expectations. Mark is involved in various organizations, such as the California Society of Municipal Finance Officers (CSMFO), and the Municipal Management Association of Southern California (MMASC). Mr. Risco holds a Bachelor of Arts degree from University of California, Fullerton. . - Ms. Vazquez is project manager of the California Desert Region of the District Administration Services group. She has been with MuniFinancial for over five years and has experience in the maintenance of Special District databases, preparation of annual Special Taxes, calculation of Special Tax prepayments, district analysis for refunding purposes, preparation of bond calls, balloting and noticing, as well as the preparation of annual Engineer's Reports. She is responsible for overseeing three (3) analysts in administering Mello-Roos Community Facilities Districts, 1972 Act Landscape and Lighting Districts and 1915 Act Local Improvement Districts in Southern California. Adina and her team provide annual levy, bond fund administration, payoff computations, and Delinquency Management for 252 districts involving just over 567,000 parcels. Adina is affiliated with such organizations as California Society of Municipal Finance Officers (CSMFO), and the Municipal Management Association of Southern California (MMASC). Ms. Vazquez holds a Bachelor of Science in Accounting from DeVry University (cum laude). Contract Services Agreement with MuniFinancial 13 Community Facilities District 2005-01 Administration Services April 20, 2007 EXHIBIT "B" SPECIAL REQUIREMENTS 1. Section 5.2(a) is hereby modified to read as follows, (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith that may be asserted or claimed by any person, firm, or entity to the extent caused by the negligent activities of Contractor, its agents or employees hereunder, excepting only liabilities due to the active negligence or willful misconduct of the CITY, its agents or employees; 2. Except as expressly provided herein, all other terms and conditions of the Agreement shall remain in full force and effect. Contract Services Agreement with MuniFinancial 14 Community Facilities District 2005-01 Administration Services April 20, 2007 EXHIBIT "C" SCHEDULE OF COMPENSATION Community Facilities District Administration The fees below reflect the completion of the tasks outlined In the scope of services. These fees and rates are subject to increase, which will not exceed the most recent annual change in the Consumer Price Index(CPI)within the applicable areas, as calculated by the United States Department of Labor. Community Facilities District 2005-1 `6 4,000 (Base Fee) 1.50 (Per Parcel) The total not-to-exceed price to complete this project is fifteen thousand dollars ($15,000) (hereinafter "Contract Sum"), This price includes all direct expenses required to complete the project. In no event shall Contractor's billing exceed the Contract Sum without prior written authorization by the City. The above amount reflects the base fee for fiscal year 2005/2007, with the first CPI increase effective July 1, 2007. Reimbursable . - MuniFinancial will be reimbursed for out-of-pocket expenses, at cost. Examples of reimbursable expenses include, but are not limited to! postage, travel expenses, mileage (currently 48.50 per mile), maps, electronic data provided from the County and/or other applicable resources, and copying (currently 6¢ per copy). Any additional expense for reports or from outside services will be billed to the City at our cost, with no overhead markup. Charges for meeting and consulting with counsel, the city, or other parties regarding services not listed in the scope of work above will be at our then-current hourly rates (see the"Additional Services" section below). In the event that a third party requests any documents from MuniFinancial, MuniFinancial may charge such third party for providing such documents in accordance with MuniFinancial's applicable rate schedule. Additional Additional services may be authorized by the City and will be billed at our then-current hourly consulting rates below-. Hourly Rate Division Manager $ 180 Principal Consultant 145 Senior Project Manager 125 Project Manager 105 Senior Analyst 85 Analyst 75 Analyst Assistant 65 Property Owner Services Representative 50 Support Staff 45 Contract Services Agreement with MuniFinancial 15 Community Facilities District 2005-01 Administration Services April 20,2007 EXHIBIT "p" SCHEDULE OF PERFORMANCE Time is of the essence of this agreement. CONTRACTOR shall perForm all services hereunder as expeditiously as is consistent with professional skill and care, as well as the orderly progress of the Project work so as not to be the cause, in whole or in part, of delays in the completion of the Project or in the achievement of any Project milestones, as provided herein. Specifically, CONTRACTOR shall perform its Services so as to allow for the full and adequate completion of the Project within three hundred and sixty-five (365) days of receipt of a notice to proceed. If at any time it appears that the project cannot be completed by the date specified, CONTRACTOR shall notify CITY of that fact and provide an estimate of the time when the project will be completed. If CONTRACTOR has been the sole source of delay, and if completion of the project would be expedited by use of other or additional consulting services, CITY may use the retained amounts for the purpose and shall be relieved of paying such retention to CONTRACTOR. If the CONTRACTOR's work is not satisfactory, CITY has the right to take appropriate action, including but not limited to: (1) meeting with the CONTRACTOR to review the quality of the work and resolve matters of concern, (2) requiring the CONTRACTOR to perform the work at no additional fee until It is satisfactory; (3) suspending the delivery of further work to the CONTRACTOR for an indefinite time; (4) withholding payment; or (5) terminating the Agreement as Set forth in Section 7.8. Contract Services Agreement with MuniFinancial 16 Community Facilities District 2005-01 Administration Services April 20, 2007 Muni -financial CFD 2005-1 Administration AGREEMENT #5308 CM signed, 6-23-06 CITY OF PALM SPRINGS CONTRACT SERVICE AGREEMENT DISTRICT ADMINISTRATION SERVICES THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this 301h day of May, 2006, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "City") and MuniFinancial (herein "Contractor"). The term Contractor includes professionals performing in a consulting capacity. The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR. 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services' or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of professional services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice ordinarily practiced by professionals in Contractor's profession. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein bythis reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement,the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments,taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor(a) has thoroughly investigated and considered the scope of services to be performed; (b) has carefully considered how the services should be performed; and (c)fully understands the facilities, difficulties and restrictions attending performance of the services underthis Agreement. If the services involve work upon any site, Contractor warrants that Contractor has,orwill, investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions,which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages,to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations underthis Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at anytime during the performance of the services,without invalidating this Agreement,to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (1) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000;whichever is less, or in the time to perform of up to one hundred eighty(180)days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore. 1.9 Special Requirements. Additional terms and conditions of this Agreement, of any, which are made a part hereof are set forth in the Special Requirements attached hereto as Exhibit Band incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B and any other provisions of this Agreement, the provisions in Exhibit B shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the • Contractor shall be compensated in accordance with the Schedule of Compensation attached hereto as Exhibit C and incorporated herein by this reference, but not exceeding the maximum contract amount of Fifteen Thousand Dollars ($15,000.00) (herein Contract Sum), except as provided in Section 1.8. The method of compensation may include (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or(iv)such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings as set forth in Exhibit C; Contractor shall not be entitled to any additional compensation for attending said meetings. Contract Services Agreement with MunTinancial 2 Community Facilities District 2005-01 Administration Services May 30,2006 M 11 2.2 Method of Payment. Provided that Contractor is not in default under the terms of this Agreement, in any month in which Contractor wishes to receive payment, no later than the tenth (10"') day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the date of the invoice. City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit"D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty(180) days cumulatively. 3.3 Force Maieure. The time period(s)specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10)days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement,this Agreement shall continue in full force and effect until completion of the services, but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"D"). 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principal of Contractor is hereby designated as being the principal and representative of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Marshall Eyerman, Principal Consultant It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principal were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principal may not be replaced nor may their Contract Services Agreement with MuniFinancial 3 Community Facilities District 2005-01Administration Services May 30, 2006 responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent(25%)of the present ownership and/or control of Contractor,taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available,to persons or entities with offices located in the Coachella Valley("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local ;Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. Contract Services Agreement with MuniFinancial 4 Community Facilities District 2005-01 Administration Services May 30, 2006 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Policy shall name the City of Palm Springs as additional insured in accordance with standard ISO additional insured endorsement form CG2010 (1185) or equivalent language. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in an amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $1,000,000 bodily and property damage. Said policy shall include coverage for owned, non- owned, leased and hired cars. (d)Additional Insurance. Additional limits and coverages, which may include professional liability insurance, will be specified in Exhibit"B". All of the above policies of insurance shall be primary insurance and issued by companies whose rating satisfies the requirements in Section 5.4 of this agreement. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled,the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the Citywith Certificates of Insurance, endorsements orappropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance,endorsements,or binders are approved by the City. The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in anyway the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them, and each of them, harmless from any and all actions, suits, claims, damages, losses, costs,-penalties, obligations, errors, omissions or liabilities (herein "claims or liabilities") resulting from injuries to persons or damages to property that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents,employees,subcontractors, Contract Services Agreement with MuniFinancial 5 Community Facilities District 2005-01 Administration Services May 30,2006 or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith that may be asserted or claimed by any person, firm, or entity to the extent caused by the negligent activities of Contractor its agents or employees hereunder, excepting only liabilities due to the sole active negligence or willful misconduct of the CITY, its agents or employees; (b) Contractor will promptly pay anyjudgment rendered against the City,its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless there from; (c) In the event the City, its officers, agents or employees are made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred bythe City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.3 Sufficiency of Insurer or Sure Insurance or bonds required bythis Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best's Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City Manager due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement create an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services,the cost of the project being designed,Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. Contract Services Agreement with MuniFinancial 6 Community Facilities District 2005-01 Administration Services May 30, 2006 6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents, solely in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California,or any other appropriate court in such county. Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement,the injured party shall notify the injuring party, in writing, of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten(10)days of service of such notice and completes the cure of such default within forty-five (45)days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii)all amounts forwhich City may be liable Contract Services Agreement with MuniFinancial 7 Community Facilities District 2005-01 Administration Services May 30,2006 x to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party,the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City maywithhold from any payment due,without liabilityfor interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default,to compel specific performance of this Agreement,to obtain declaratory or injunctive relief,or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Termination Prior to Expiration Of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at anytime,with or without cause, upon ten(10)days written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time,with or without cause, upon thirty(30)days written notice to City, except that where termination is due to the fault of the City,the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation onlyfor the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating partywith the opportunityto cure pursuant to Section 7.2. 7.8 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may,after compliance with the provisions of Section 7.2,take over the work and prosecute the same to completion by contract or otherwise,and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. Contract Services Agreement with MuniFinancial 8 Community Facilities District 2005-01 Administration Services May 30, 2006 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in anyway connected with this Agreement,the prevailing party in such action or proceeding, in addition to any other relief which may be granted,whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorneys fees on any appeal, and in addition a party entitled to attorneys fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid,first-class mail, in the case of the City,to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263. In the case of the Contractor, it should be addressed to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two(72)hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration: Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the Contract Services Agreement with MuniFinancial 9 Community Facilities District 2005-01 Administration Services May 30,2006 parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any tirne by the mutual consent of the parties by an instrument in writing. 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless, 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i)such party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii)by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv)the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. (SIGNATURE BLOCK ON NEXT PAGE] Contract Services Agreement with MuniFinancial 10 Community Facilities District 2005-01 Administration Services May 30,2006 IDS-WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above CITY OF PALM SPRINGS ATTEST: a municipal lccorporation Bj By. ��P'y-��i'✓ y U "lerk .�a�v�_� ��3f�da City Manager PROVEIJ A l O FARM: j APPROVED BY CITY MANAGER City Attorney �'` � � Wool L? ( l CONTRACTOPo: Check one:_Individual_Partnership X Corporation By: .v✓ By: Signat re(n rize Signature (notarized) Name: Prank G. Tripepi Name: Title: president and CEO Title: • (This Agreement must be signed in the above space by This Agreement must be signed in the above space by one of the following: Chairman of the Board, President one of the following:Secretary, Chief Financial Officer or or any Vice President) any Assistant Treasurer) Stateof California State of ❑ Countyof PEiyersidelss County of Iles • On J'unee2 1 2 QQ 6 before me, On before me, Arlene Rom ne Lr no't`-ary aljbliC, personally appeared personally appeared rant Trlaeol, personally known to me (or proved to me on the basis of personally known to me satisfactory evidence)to be the person(s)whose name(s)is/are .satisfaeMrq'evi9er+ss�to be the person(s)-whose name(&)is/are- subscribed to the within instrument and acknowledged to me that subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized he/&b.W44ey--executed the same in his/her th authorized capacity(ies), and that by his/her/their signature(s) on the capacity(hesj, and that by his/hsr/4-Ir signature(&)•on the instrument the person(s), or the entity upon behalf of which the instrument the person(-);or the entity upon behalf of which the person(s)acted,executed the instrument. person(4acted,executed the instrument WITNESS my hand and official seal. WITNESS my hand and of dal seal. Notary Signature cG._-r Notary Signature: Notary Seal: Notary Seal: ARLENE ROMANELLI <: Commission Ik 1389859 z �• ` Notary Public - Callfarnla n \, .. ••a Los Angeles County My Comm.Expires Jan 10,2007 Contract Services Agreement with MuniFinancial 11 Community Facilities District 2005-01 Administration Services May 30,2006 EXHIBIT "A" SCOPE OF WORK To follow is our proposed scope of services for the City of Palm Springs CFD administration. All costs associated with CFD annual administration are fully recoverable, either through the Special Tax levy or payment by requestor for special services. MuniFinancial will: 1. Maintain and periodically update an electronic database containing parcel basis data and annual Special Tax levy amounts by Assessor's Parcel Number. 2. Prepare an annual Special Tax Report (report). This report will include: + The identification of CFD administrative cost items eligible for recovery by the City; + Review of fund balances to identify any surplus funds; + Delinquency summaries; and + A cover letter to the report shall provide related recommendations or issues, if any. The cover letter is not intended to be a component of the report. 3. Annually calculate and apportion the Special Taxes, as specified in the Rate and Method of Apportionment of Special Tax. 4. Prepare, if requested, an annual resolution that establishes the budget for the fiscal year and application of the Special Tax to be submitted to the County, including the Special Tax summary for the fiscal year. 5. Provide Special Tax levies for each parcel by Assessor's Parcel Number to the County of Riverside Auditor/Controller's Office in the media, format, and configuration required by the County for placement on the annual property tax roll. 6. Research parcel exceptions provided by the County and, if possible, resubmit installment amounts that are unapplied. MuniFinancial will, on behalf of the City of Palm Springs, manually invoice Special Tax installments that cannot be collected on the County property tax roll. 7. Provide a toll-free number to field inquiries from City staff, property owners, and other interested parties regarding Special Tax installments and related information. 8. Prepare an Annual Report summarizing the fiscal year. This report shall include: + Fiscal Year Summary; + Charge Detail report; and + Delinquency summaries; • A cover letter to the report shall • Budget Worksheets provide related recommendations or issues, if any. This cover letter is + Handbill Summary; not intended to be a component of the report. Contract Services Agreement with MuniFinancial 12 Community Facilities District 2005-01 Administration Services May 30,2006 9. Monitor delinquencies each January and May, and submit periodic reports to the City of Palm Springs. 10.Assist the City, as requested, with the filing of an annual report with the Council, as required by the California Government Code, Section 50075.3 (a) and (b), as amended. 11.Prepare "Notice of Special Tax" as required by the California Government Code, Sections 53340.2(b)and 53341.5, as amended. The fee forthis service is $10 per notice and is to be paid by the requestor. MuniFinancial will rely on being able to obtain the following information from the City of Palm Springs: • Assist MuniFinancial in obtaining parcel information. Although MuniFinancial will annually research information regarding land subdivision and issuance of building permits, as required by the City of Palm Springs, it may be necessary for the City's assistance. • Information regarding collections, assessments, district fund balances, and payments received by the City. • The budget summary for the district to be incorporated into the annual resolution or district report establishing the budget. • Information pertaining to annexations including, but not limited to, boundary maps, electronic parcel listings, development plans, and tentative maps. The City of Palm Springs acknowledges that MuniFinancial shall be relying upon the accuracy of the information provided by the City or their designees and that MuniFinancial shall not be liable for any inaccuracies contained in such information. CONTRACTORS QUALIFICATIONS MuniFinancial is one of the largest public-sector financial consulting firms in the United States with corporate headquarters in California and regional offices throughout the country. Since 1987 we have helped over 600 public agencies and nonprofit organizations successfully address a broad range of financial challenges. MuniFinancial assists local agencies with arbitrage rebate, investment consulting, municipal disclosure, and special district administration. The firm currently has a staff of 70 dedicated professionals with the range of expertise necessary to provide high-quality service to all our clients. Contract Services Agreement with MunTinancial 2 Community Facilities District 2005-01 Administration Services May 30, 2006 Key Staff Assigned Contractor proposes to assign the following key staff in the performance of this project: o . m Marshall Eyerman has been with MuniFinancial since May 1997. Mr. Eyerman came to MuniFinancial with experience performing financial analysis and providing investment advice as a Licensed Registered Representative. His very first duties at the farm were focused on local improvement districts. He worked within the District Administration ,Services group. He then worked within the Federal Compliance Group, focusing on the development of continuing disclosure practices, before moving to the Financial Consulting Services Group; Mr. Eyerman holds a Masters in Business Administration from California State University, San Marcos. Mr. Eyerman has in-depth experience with continuing disclosure practices, having led this project area for MuniFinancial for many years. Marshall is involved in various organizations, such as the California Society of Municipal Finance Officer, National Association of Bond Lawyers and National Federation of Municipal Analysts, and routinely offers educational sessions detailing aspects of the analysis process to clients and internal staff. 9 , . - Ms. Vazquez is project manager of the Inland Empire Region of the District Administration Services group. She has been with MuniFinancial for over four years and has experience in the maintenance of special district databases, preparation of annual special taxes, calculation of special tax prepayments, district analysis for refunding purposes, preparation of bond calls, balloting and noticing, as well as the preparation of annual Engineer's Reports. She is responsible for overseeing four analysts in administering Mello-Roos Community Facilities Districts, 1972 Act Landscape and Lighting Districts and 1915 Act Local Improvement Districts in Southern California. Ms. Vazquez and her team provide annual levy, bond fund administration, payoff computations and delinquency management for 252 districts involving just over 567,000 parcels. Ms. Vazquez holds a Bachelor of Science in Accounting from DeVry University (Cum L.aude). Contract Services Agreement with MuniFinancial 3 Community Facilities District 2005-01 Administration Services May 30,2006 EXHIBIT "B" SPECIAL REQUIREMENTS 1. Section 5.2(a) is hereby modified to read as follows: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith that may be asserted or claimed by any person, firm, or entity to the extent caused by the negligent activities of Contractor its agents or employees hereunder, excepting only liabilities due to the active negligence or willful misconduct of the CITY, its agents or employees; 2. Except as expressly provided herein, all other terms and conditions of the Agreement shall remain in full force and effect Contract Services Agreement with MuniFinancial 4 Community Facilities District 2005-01Administration Services May 30,2006 EXHIBIT °C SCHEDULE OF COMPENSATION The fees below reflect the completion of the tasks outlined in the scope of services. These fees and rates are subject to increase, which will not exceed the most recent annual change in the Consumer Price Index (CPI) within the applicable areas, as calculated by the United States Department of Labor. $ 4,000 (Base Fee) Community Facilities District 2005-1 1.50 (Per Parcel) The total not-to-exceed price to complete this project is Fifteen Thousand Dollars ($15,000) (hereinafter"Contract Sum"). This price includes all direct expenses required to complete the project. In no event shall Contractor's billing exceed the Contract Sum without prior written authorization by the City. MuniFinancial will be reimbursed for out-of-pocket expenses, at cost. Examples of reimbursable expenses include, but are not limited to: postage, travel expenses, mileage (currently 44.5¢ per mile), maps, and electronic data provided from the County and/or other applicable resources, and copying (currently 6¢ per copy). Any additional expense for reports or from outside services will be billed to the City at our cost with no overhead markup. Charges for meeting and consulting with counsel, the city, or other parties regarding services not listed in the scope of work above will be at our prevailing hourly rates (see the "Additional Services" section below). In the event that a third party requests any documents from MuniFinancial, MuniFinancial may charge such third party for providing such documents in accordance with MuniFinancial's applicable rate schedule. Emi Additional services may be authorized by the City and will be billed at our then-current hourly consulting rates below: Division Manager $180 Principal Consultant 145 Contract Services Agreement with MuniFinancial 5 Community Facilities District 2005-01 Administration Services May 30,2006 Senior Project Manager 125 Project Manager 105 Senior Analyst 85 Analyst 75 i Analyst Assistant 65 Property Owner Services Representative 50 Support Staff 45 Contract Services Agreement with MuniFinancial 6 Community Facilities District 2005-01 Administration Services May 30,2006 EXHIBIT "D" SCHEDULE OF PERFORMANCE Time is of the essence of this agreement. CONTRACTOR shall perform all services hereunder as expeditiously as is consistent with professional skill and care, as well as the orderly progress of the Project work so as not to be the cause, in whole or in part, of delays in the completion of the Project or in the achievement of any Project milestones, as provided herein. Specifically, CONTRACTOR shall perform its Services so as to allow for the full and adequate completion of the Project within Three Hundred and Sixty-Five days of receipt of a notice to proceed. If at any time it appears that the project cannot be completed by the date specified, CONTRACTOR shall notify CITY of that fact and provide an estimate of the time when the project will be completed. If CONTRACTOR has been the sole source of delay, and if completion of the project would be expedited by use of other or additional consulting services, CITY may use the retained amounts for the purpose and shall be relieved of paying such retention to CONTRACTOR. If the CONTRACTOR's work is not satisfactory, CITY has the right to take appropriate action, including but not limited to: (1) meeting with the CONTRACTOR to review the quality of the work and resolve matters of concern; (2) requiring the CONTRACTOR to perform the work at no additional fee until it is satisfactory; (3) suspending the delivery of further work to the CONTRACTOR for an indefinite time; (4) withholding payment; or (5) terminating the Agreement as set forth in Section 7.8. Contract Services Agreement with MuniFinancial 7 Community Facilities District 2005-01 Administration Services May 30,2006 Client#: 6540 WILLDAN ACMD,, CERTIFICATE OF LIABILITY INSURANCE 03/2DATE(306/ Y) O6 PRODUCER I THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton &Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P. O..Box 10550 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Santa Ana, CA 92711-0550 • 714 427-6810 INSURERS AFFORDING COVERAGE INSURED _INSURER A: Zurich American Insurance Co. MuniFinancial INSURER B American Automobile Ins. Co. 27368 Via Industria,Suite 110 INSURER C. XL Specialty Insurance Co. Temecula,CA 92590 --- ---- -' _ ---------'---' ----- - INSURER D INSURER E COVERAGES _ THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY RECOIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED 13Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFFECTIVE POLICY EXPIRATION LTD TYPE OF INSURANCE POLICY NUMBER DATEMMIDDIYV DATE MMIDDIri LIMITS A GENERAL LIABILITY GLO904316300 11109/05 11/09106 EACH OCCURRENCE _ $1,0000� 00_ X COMMERCIALGENCRALLIABILITY FIRE_DAMAGE(Any one U.) S1,g90,990_-- _ CLAWSMADE X OCCUR INDP, CONTRACTORS MEDEXP(ARYone Person) $10000 (X CONTRACTUAL INCLUDED PERSONAL BADVINJURY $1000000 X BF_PD,_)(CU GENERAL AGGREGATE s2,000,000 GEN'L AGGREGATE LIM ITAPPLIES PER. _PRODUCTS -OOMPI(IP_AGG $2000000 POLICY FX PE° LOG Deductible $25 000 A AUTOMOBILE LIABILITY BAP904316200 11/09/05 11/09/06 COMBINED SINGLE LIMIT $1,000,900 X ANY AUTO (Ea ecutlenl) J ALL OWNED AUTOS BODILY INJURY $ BCHECULED AU FOS (Per Person) X HIRED AUTOS r I BODILY INJURY i� NON-OWNED AUTOS i (Poramdenl) $ -- ' - - -'---- -- ------ PROPERTY DAMAGE (Per acmdenl) $ GARAGE LIABILITY iAUTO ONLY-EA ACCIDENT _$ ANY AUTO OTHERTHAN _EAACC IS AUTO ONLY- AGE $ -- --- - EXCESS LIABILITY_ EACH OCCURRENCE $ OCCUR CLAIMS MADE I AGGREGATE S DEDUCTIBLE $ RETENTION $ lz B WORKERS COMPENSATION AND WZP80936177 11/09/05 11/09106 X' WC STATU- I OTH- EMPLOYERS'LIAGILITY ITORXUMITS ER E.L EACH ACCIDENT ,000,000 �E I.DISEASE-EAEMPLOYEEIS, ,000,000 — CLDISEASE•POLICYLIMIT ,000,0600 C OTHER Professional IDPR9415196 1-1/09106 11/09/05 I $1,000,000 per claim Liability $1,000,000 Grnt aggr. $250,000 Deductible DESCRIPTION OF OPERATIONSILOOATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS General Liability policy excludes claims arising out of the performance of professional services Re: Proposition 2.18 Noticing and Balloting Services City of Palm Springs, its officers,agents and employees are additional (See Attached Descriptions) CERTIFICATE HOLDER AD bITIONALINSUREDHNSURERLETFER: CANCELLATION Tnn Qay_Notice for Non-Payment of Premium SHOULD ANYOFTH E ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Palm Springs DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TOMAIL3IL—DAYSWRITTEN Atfi: Marcus L. Fuller, P.E.,P.L.S NOTICETOTHE CERTIFICATE HOLD ERNAM ED TOTH E LEFT,BUTFAILURE TO DOSOSHALL Depart.of Public Works IMPOSE NO OBLIGATION OR LIABILITYOF ANY KIND UPON THE INSURER,ITS AGENTS OR 3200 E.Tahquitz Canyon Way REPRESENTATIVES, Palm Springs, CA 92262-2743 AUTHORIZED REPRESENTATIVE ACORD 25�S(7/97),1 of 2 #S153865/M143254 RLL © ACORD CORPORATION 1988 DESCRIPTIONS (Continued from Page 1) insured;as respects to General and Auto Liabilty as required by written contract.Waiver of Subrogation applies to GL as required by written contract. Waiver of Subrogation for Work Comp is included as required by written contract. (Mu ni Financial) AMS 25.3(071M)2 of 2 #S1538851M143254 Additional Insured—Automatic - Owners,Lessees Or ZU I,ICH Contractors - Broad Form Policy No I Eff.Date of Poi I Exp Date of Pol Eff Date of End Producer Add'I preen. Retum Preen. GLI114311311 1 11/09/05 1 11/09/06 11/09/05 Dealey,Renton $ N/A S NIA THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. WHO IS AN INSURED(Section II)is amended to include as an insured any person or organization whom you are required to add as an additional insured on this policy wider a written contract or written agreement. B. The insurance provided to additional insureds applies only to"bodily injury","property damage"or"personal and advertis- ing injury"covered under Section I,Coverage A,BODILY INJURY AND PROPERTY DAMAGE LIABILITY mid Coverage B,PERSONAL AND ADVERTISING INJURY LIABILITY,but only if: 1. The`bodily injury"or"property damage"results from your negligence;and 2. The`bodily injury","property damage"or"personal and advertising injury"results directly from: a. Your ongoing operations,or b. "Your work"completed as included in the"products-completed operations hazard',performed for the additional insured,which is the subject of the written contractor written agreement. C. However,regardless of the provisions ofparagraphs A.and B.above: 1. We will not extend any insurance coverage to any additional insured person or organization: a. That is not provided to you in this policy;or • b. That is any broader coverage than you are required to provide to the additional insured person or organization in the written contract or written agreement;and 2. We will not provide Limits of Insurance to any additional insured person or organization that exceed the lower of: n. The Limits of Insurance provided to you in this policy,or • b. The Limits of Insurance you are required to provide in the written contractor written agreement. D. The insurance provided to the additional insured person or organization does not apply to: 1. "Bodily injury","property damage"or"personal and advertising injury"that results solely from negligence of the additional insured,or 2, "Bodily injury","property damage"or"personal and advertising injury"arising out of the rendering or failure to render any professional architectural,engineering or surveying services including U-GL.1175 A C6Y(9103) Pagel oft a. The preparing,approving,or failing to prepare or approve maps,shop drawings,opinions,reports,surveys, • Feld orders,change orders or drawings and specifications;and b. Supervisory,inspection,architectural or engineering activities. E. The additional insured must see to it that: 1. We are notified as soon as practicable of an"occurrence"or offense that may result in a claim: 2. We receive written notice of a claim or"surt"as soon as practicable;and 3 A request for defense and indemnity of the claim or"suit"will promptly be brought against any policy issued by another insurer under which the additional insured also has rights as an insured or additional insured P. The insurance provided by this endorsement is primary insurance and we will not seek contribution from any other in- surance available to any additional insured person or organization unless the other insurance is provided by a contractor other than you for the same operations and job location.Then we will share with that other insurance by the method de- scribed in paragraph 4.c,of SECTION TV-COMMERCIAL GENERAL LIABILITY CONDITIONS. Any provisions in this Coverage Part not changed by the terms and conditions of this endorsement continue to apply as writ- ten. U-GL- 1175-A CW(9/03) Page 2 of Waiver Of Subrogation (Blanket) Endorsement ZURICH Policy No. Eff; Date of Pol. fap. Dale of Poi. I Btf.Date afEnd Producer Add•I-Preui Return Pmm. FiL01111 16300 11/09/OS 11/09/06 11/09/05 Dentry,Renton N/A N/A • Associates THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: If you are required by a written contract or agreement,which is executed before a loss,to waive your rights of recovery From others,we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. ❑-dL-92i--6 CW(12101) Paoe I of I POLICY NUMBER: BAP904316200 BUSINESS AUTOMOBILE LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY DESIGNATED INSURED ENDORSEMENT (CA 20 48) Name of Persons)or Organization(s) City of Palm Springs ALt : Marcus L. Fuller, P.E. , P.L.S Depart. of Public Works 3200 E . Tahquitz Canyon Way Palm Springs, CA 92262-2743 BUSINESS AUTO COVERAGE Each person or organization indicated above is an "insured"for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in SECTION II of the Coverage Form. Name of Person or Organization Continued: its officers, agents and employees CA20 48 07 97 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicaled below. (The following"attaching clause"needs to be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement forms a part of Policy No. WZP2 093 6177 Issuedto: Muni Financial By: American Automobile Ins . Co. Premium (if any)TBD We have a right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us). You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described In the Schedule. The additional premium for this endorsement shall be 2-5% of the California workers compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description City of Palm Springs Person or Organization: its officers, Att : Marcus L. Fuller, P.E . , P.L.S agents and employees Depart . of Public Works 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262-2743 WC 04 03 05 Countersigned by (Ed.4-84) Authorized Representative Best's Rating Center- Search Results Page I Page I of 2 T �]r View Ratings:F InaWkitationtath Issi r�Credit Securities APN ul Select On.asses, Other Web Centers J_It F Search Results Page I of 4 61 Rated and non-Rated companies found, results sorted by Company Name Criteria Used: Company Name; Company names starting with zurich To refine your search, please use our Advanced Search or view our Online Help for more information. New 89arrh zu ch J View results starting with: A 9 C D E F G H I J K L M N 0 P Q R 5 1 U V VY X Y Z Rs Company Information Financial Strength Ratings Issuer Credit Ratings Outlook/ . outlook/ Afv)B# Company Name Rating implication Lang-Term Implication Short-Term Domicile 02563 Zurich American Insurance Company A Stable a+ Stable US,New Yi (Property/casualty-Insurance company) 03565 Zurich American Insurance Company A Stable a+ Stable US:Illinois Of IL (Property/Casualty-insurance company) 77402 Zurich Argentina Cie de Sea SA NR-5 Not Argentina (Composite-Insurance Company) Applicable 84155 Zurich Assurance�20QJ4-ple NR4 Not United Kinc (Life/Health-Insurance Company) Applicable 85813 Zurich Assurance Ltd NR-4 Not United Kinc (Life/Health-Insurance Company) Applicable • 83775 Zurich Australia Limited NR.5 Not Australia (Life/Health-Insurance Company) Applicable 86265 Zurich Australia Limited NR.5 Not Australia (I-Ifefflealth-Insurance Company) Applicable 86167 Zurich Australian Insurance Limited NR-S Not Australia (Proparty/Casualty-insurance Company) Applicable 86972 Zurich Brasil NR.5 Not Brazil (Composite-Insurance Company) Applicable 59116 Zurich Capital Trust l Switzerlanc (Composite-Funding Entity) 86260 Zurich Conpq hfa de Se uros 8 A NR.5 Not Portugal Applicable (Property/Casualty-insurance Company) 77272 Zurich Corrigania'deS gjjoq_SS 'NR-.5 Not Mexico (Property/Casually-Insurance Company) Applicable 86261 Zurich Espana CkSeautro" NR-5 Not Spain Regaeguros Applicable (Composite-Insurance Company) 59172 Zurich Finance-QX) L_p Switzerlanc http://w vw3.ambest.coiii/ratiiigs/RatiiigsSearch.asp?AltSrc=9 04110106 Best's Rating Center- Search Results Page 1 Page b of 1 , . `. , Ler P.) View Ratings:Financial Strength Issuer Credit Securities Advanced Search Other Web Centers: Select One Sedreh Results Page 1 of 1 t Rated and non-Rated companies found, results sorted by Company Name Criteria Used: Company Name: Company names starting with amerlcan automobile To reline your search,please use our Advanced Search or view our Online Help for more information. New search americen automobile View results starting with: ABC D E F G H I JKLMN O P Q R S T U V W X Y Z RE Company Information Financial Strength Ratings Issuer Credit Ratings Outlook 1 Outlook/ AMB# ., Company Name w Rating Implication Long-Term Implication . Short-Term Domicile 02176 American Automobile Insurance A Stable a Stable US: Missou Company (Property/Casualty-Insurance Company) Note:Financial Strength Ratings as of 0411012006 02:45 PM E.S.T. Financial Strength Ratings (FSR) are sometimes assigned to Property/Casualty-A.M. Best Consolidated Groups. Please nc fife/Health-A.M. Best Consolidated Groups and Company Consolidated Financial Statements are not assigned FSR rating,, * Denotes Under Review Best's Ratings Visit Bests Rating Center for a complete overview of our rating process and methodologies. Important Notice:Bests Ratings reflect our Independent opinion based on a comprehensive quantitative and qualitative evaluation of a company's balance sheet stren operating performance and business profile.These ratings are neither a warranty of a company's financial strength nor Its ability to meet its financial obligations,mcludln policyholders.View our entire notice for complete details. Customer Service I Product Support I Member Center I Contact Info I Careers About A.M.Best I Site Map I Privacy PolicV I Security I Terms of Use I Legal & Licensing Copyright©2006 A.M.Best Company,Inc.All rights reserved. A.M.Best Worldwide Headquarters,Ambest Road,Oldwick,New Jersey,08858,U.S.A. http://www3.aiubest.com/ratings/RatingsSearch.asp 04/10/06 Best's Rating Center- Search Results Page 1 Page 1 of 1 r . JI ,.,"1 4, ter Y +: }%)View Ratings:Financial Btri0ri Issuer Credit Securities Advanced Search other Web Centers: Soled one i Search Results Page t of 1 2 Rated and non-Rated companies found, results sorted by Company Name Criteria Used: Company Name: Company names starting with xl specialty To refine,your search, please use our Advanced Search or view our Online Help for more information. New Search xl specialty .. ...!View results starting with: A B C D E F G H I J K L M N O P O R S T U V W X Y Z Re Company Information Financial Strength Ratings Issuer Credit Ratings Outlook/ Outlook/ *' AMB# Company Name T Rating `" Implication Long-Term " Implication '* Short-Term,r Domicile 00779 XL Specialty Insurance Company A+ Stable aa- Stable US: Delawe (Property/Casualty-Insurance Company) 89498 XL S en cialty Insurance Com an United Kinc UKB (Property/Casualty-Insurance Company) Note,Financial Strength Ratings as of 0411012006 02:45 PM E.S.T. Financial Strength Ratings(FSR) are sometimes assigned to Property/Casualty-A.M. Best Consolidated Groups. Please nc Life/Health-A.M. Best Consolidated Groups and Company Consolidated Financial Statements are not assigned FSR rating: x' Denotes Under Review Best's Ratings Visit Best's Ratina Center for a complete overview of our rating process and methodologies. .._..__.�..._..._..__. ,____._.— PPP q.,....,.,,.,,,._..,.---------___ Important _ Notice:Best's Ratings reflect our Independent opinion,based on a comprehensive quantitative and qualitative evaluation of a company's balance sheet siren operating performance and business profile.These ratings are neither a warranty of a company's financial strength nor its ability to meet its financial obligations,Includin pollcyholders,View our entire notice for complete details. Customer Service I Product Suppo t I Member Center I Contact Info I Careers About A.M. Best I Site Map I Privacy Policy I-Security I Terms of Use I Legal&Licensing Copyright©2006 A.M.Best Company,Inc.All rights reserved. A.M.Best Worldwide Headquarters,Ambest Road,Oldwlck,New Jersey,08858,U.S.A. 1-ittp://www3.atnbest.coin/ratings/R.atiiigsSearch.asp 04/10/06