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Resolution 2007-117 NBS government finance group for special assessment administration services
MARANA RESOLUTION N0.2007-117 RELATING TO THE TANGERINE FARMS ROAD IMPROVEMENT DISTRICT; APPROVING AND AUTHORIZING A CONTRACT WITH NBS GOVERNMENT FINANCE GROUP TO PROVIDE SPECIAL ASSESSMENT ADMINISTRATION SERVICES. WHEREAS, the Mayor and Council find that the terms and conditions of the contract with NBS Government Finance Group are in the best interest of the Town. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Marana, Arizona, that the contract between the Town of Marana and NBS Government Finance Group attached to and incorporated by this reference in this resolution as Exhibit A, is hereby approved and the Town Manager is hereby authorized to execute the contract for and on behalf of the Town of Marana. BE IT FURTHER RESOLVED that the Town's Manager and staff are hereby further directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, and objectives of the aforementioned contract. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 26`x' day of June, 2007. ~~~`r'rr~~~~, `~1`~~,OFnr~9~~®,s I-~ ~ C~R~o Tf,%9y~ d ~ %SEL~L': I~~ ,9~~~i~uu--~~'l1 ~~~ ~/ 1161~~~~®~ ATTEST: Mayor d Honea elyn ronson, Town Clerk APPROVED AS TO FORM: EXHIBIT A I k June 4, 2007 Mr. Erik Montague Finance Director Town of Marana Tangerine Farms Improvement District 11555 W. Civic Drive, Bldg A-3 Marana, AZ 85653 Subject: Agreement for Improvement District Administration Services for the Town of Marana Dear Mr. Montague: NBS would like to thank you for the opportunity to provide Improvement District Administration Services for the Town of Marana ("Town"). We look forward to continuing our professional relationship. Please find enclosed three (2) copies of our Executed Agreement as requested by the Town. Upon signing, please return one copy to the undersigned and keep one copy for your records. Scope of Services Improvement District Administration Services Expert Resource. First and foremost, NBS will act as the Town's "expert resource," and is available to answer questions and advise the Town on particular issues involving the Improvement Districts. Kick-Off Meeting, Project Schedule. NBS will meet with Town staff, legal counsel and other interested parties to: • Establish lines of communication. • Clarify the specific project goals and criteria that will meet the Town's preference. • Identify and resolve any special circumstances that may be involved in the administration of the districts. • Develop project schedules to meet legal requirements and provide for effective interaction of all involved parties. • Establish meeting dates consistent with schedule to achieve project milestones. Introduction Letter. NBS will send an introductory letter to each property owner to raise awareness as to who NBS is, our relationship with the Town, and to address billing and collection issues in a "FAQ" (Frequently Asked Questions) format. Data Collection. NBS will gather and review data relevant to the administration of the districts. Data will be obtained from various sources, including Town records and County Assessor information, and establish a database for the improvement districts within our proprietary D-FAST® management software. 32605 Highway 79 South, Suite 100 I Temecula, CA 92592 I Toll free: 800.676.7516 I Fax: 951.296.1998 Page 1 EXHIBIT A Policy Review. NBS will review polices and procedures that have been established by the Agency for compliance with the governing documents and law. These policies will be incorporated into our service to the Town. Cost Recovery. NBS will identify all costs associated with the administration of the Improvement Districts and recover those costs through the levy process to the extent allowed by law and desired by the Town. These costs may include, but not be limited to Arbitrage Rebate calculation fees, bank fees, and expenses of the Town 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. Semi-Annual Billings. NBS will calculate the assessment amount for each parcel for each semi-annual billing period and mail the bills to all property owners with clear instructions for making payments. Bills will be mailed on Town letterhead in Town envelopes to improve awareness and collection rates. The invoice format will be approved by the Town. All invoices will include our toll-free phone number for contacting NBS with any questions. All ownership/address changes will be captured and maintained within D-FASTO. Billing Through County Tax Roll. Alternately, if desired by the Town, NBS will provide billing information in the required format to the County for inclusion on the County Tax Roll. Regardless of billing method, NBS will maintain a complete database of all assessments and ownership/address information. Maintain Improvement District Data. NBS will track all parcel changes to ensure that all changes are documented. Historical parcel change and assessment apportionment data will be maintained by NBS. Billing Report. NBS will provide a Billing Report that will show a detail listing of the amounts billed for collection, details of delinquent assessments, fund analysis, paid off parcels and release of liens, all bond call activity, and assessed valuation information. Payment Processing Through National Bank of Arizona Lockbox. The Town desires that all payments received be processed through a lockbox arrangement in order to reduce the administrative burden on Town staff. NBS has discussed lockbox parameters with the Town's bank representative to ensure a smooth implementation. Lockbox fees are nominal and may be waived depending on the Town's banking and deposit activity with the National Bank of Arizona. NBS will receive daily reports of all payment activity and will update our records accordingly to ensure that the Town always has an accurate understanding of payment status. NBS will provide payment posting receipts for use by Town to for accounting reconciliation purposes. Delinquency Monitoring. NBS will provide the Town 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. A courtesy reminder notice will be sent to delinquent property owners. NBS will provide delinquency reports and other relevant information to the Town's attorney in support of legal/foreclosure activities, including the acquisition of condition of title reports. Prepayment Calculation/Amortization Schedule. NBS will provide assessment prepayment calculations and amortization schedules to interested parties. The requester will pay the cost of this service; however, there will be no charge to the Town or property owners. Bond Payments. NBS will coordinate the normal payments of principal and interest with the Paying Agent/Trustee upon approval by the Town. 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 upon approval by the Town. Page 2 ~~` EXHIBIT A Release of Liens. NBS will prepare all documents required to release the liens of parcels that have prepaid the assessment. Toll-Free Phone Number. NBS will provide atoll-free phone number for use by the Town, 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. Online Web Access to Assessment Data. In addition to any desired reporting, NBS will provide the Town with access to D-FAST® Online, our live web portal for viewing assessment information. It supports separate access for Town staff and for the public at large. Via secure login, Town staff can view detailed parcel and assessment inforration, including billing history, amortization schedules and payoff quotes. The public can view limited and/or summarized information about the assessments. Delinquency Management NBS will develop a comprehensive delinquency management program which includes a discussion and interpretation of the issuer's foreclosure covenant together with a review of the existing polices and procedures of the Town. This service can be provided as part of overall annual administration or as a stand-alone service. When deemed as the appropriate course of action, NBS will perform the following. Delinquency Reports. NBS will provide the Town with an updated list of delinquencies prior to sending any of the below letters. This report will also detail each district's percentage of delinquencies, as well as a detailed list of each delinquent parcel. Late Notices. At the Town's direction, send a courtesy reminder notice, and then a second late notice to the property owner of each delinquent parcel after each billing. The purpose of this notice is to further educate the property owner and advise them of a potential foreclosure. Payment Plans. At the Town's discretion, NBS will offer payment plans to property owners in lieu of turning parcels over to the Town's foreclosure counsel. Subsequent Foreclosure Services. NBS will prepare all information and work with the Town's foreclosure counsel as specified in the RFP. We will assist the Town with the title search and advertising process. We will also continue to supply the Town's counsel with additional information throughout the foreclosure process. We will continue to respond to property owner and Town staff phone calls regarding the status of all cases, and will coordinate and audit status reports on a bi- monthly basis from the Town's foreclosure counsel. Toll-Free Phone Number. NBS will provide atoll-free phone number for use by the Town, other interested parties and all property owners. Our staff will be available to answer questions regarding the formation and ongoing collection of assessments/special taxes for the districts. Bilingual staff is available for Spanish-speaking property owners. ~Apportionments~ Section 594 of Title 48 of the Arizona Revised Statutes details the methodology and procedure that the Town must follow in apportioning the assessment lien on parcels that require a modified or corrected assessment. With our experience in district formation and the development of methods of assessment, we are able to ensure that apportionments are properly performed. NBS will perform the following: Application Forms. NBS will provide apportionment application forms and instructions to the Town's Engineering representative for inclusion as a condition of approval for subdivision within an improvement district or other modification or correction of an assessment. Page 3 EXHIBIT A Segregation. NBS will apportion the special assessment according to the method of spread determined at the formation of the district. Assessment Diagram. NBS will prepare an amended assessment diagram. The diagram will be filed and recorded with the County Recorder. Notice of Apportionment Letter. NBS will prepare and mail a notice to each owner of an affected parcel showing the proposed reallocation and stating that the owner may file a written objection to the reallocation within twenty days after the notice was mailed. Apportionment Report. NBS will prepare and submit to the Town an Apportionment Report showing the finalized apportionment and the amended assessment diagram. Mailing of Notice of Hearing (if required). NBS will mail the Notice of Hearing to all affected owners if objections are received within 20 days of mailing of Notice of Apportionment Letter. Resolutions (if required). NBS will prepare the required resolutions to approve or modify and approve the amended assessments as a result of any Hearing required due to property owner objections. Public Meetings (if required). NBS will be available to attend any public meetings required to complete the apportionment. Arbitrage Rebate To assist in compliance with the IRS Code and U.S. Treasury Regulations, NBS will provide the following services, at the fees quoted, through the firm of Bond Logistix, LLC ("BLX"), 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. 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 Town 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. Page 4 EXHIBIT A Filing Requirement. NBS will coordinate the preparation and filing of the IRS form 8038-T with the payment as required. Review. NBS will review the rebate report with Town 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. Continuing Disclosure In accordance with the Disclosure Certificate of the issue, NBS will assist in compliance with the annual disclosure requirement of the SEC Continuing Disclosure Rule 15c2-12. Since the establishment of the Rule, the Bond Disclosure Certificate has guided our efforts. We scrupulously follow the requirements of the Disclosure Certificate to assure full compliance by the Town. Even prior to Rule 15c2-12, our consultants had been providing many of the disclosure requirements to the investment community. Specifically, NBS will perform 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 Town has agreed to provide in the Disclosure Certificate. Data Collection. NBS will collect the annual financial information and operating data that the Town 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 Town of the occurrence of any of the events, if deemed by the Town 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 9) Defeasances 10) Release, substitution, or sale of property securing repayment of the securities 11) Rating changes Page 5 s EXHIBIT A Fees Delinquency Management Late Notices ...........................................................................................................................................$15 Payment Plan Administration ...............................................................................................................$150 Subsequent Foreclosure Fees ............................................................................................................ $75' All fees are based on a per parcel/per district basis * Per parcel/per district/per year from the initiation of the foreclosure process. ~Apportionments~ Apportionments will be performed upon request and paid for by the requesting parry 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, mail the notice of apportionment, and prepare an apportionment report for the Town per Section 594 of Title 48 of the Arizona Revised Statutes. Apportionment Fee ...............................................................................$1,300 base fee for up to 4 parcels plus $35/parcel for every parcel above 4 parcels Recording Fee (each) :...........................................................................................................................$40 Mailing of Notice of Hearing (if required) :............................................................................ $25 per parcel Resolutions (if required) :......................................................................................................................$300 Meeting Attendance (if required) :......................................................................... hourly, plus travel costs' * reasonable and customary travel costs, as needed Arbitrage Rebate Base Fees Commitment Fee :.................................................................................................................................$500 Report Fee (per report) :......................................................................................................................2,250 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) :....................................................................... 500-1,000 Variable Rate Issues :.................................................................................................................. 500-1,000 Continuing Disclosure Report Fee (per report) ...................................................................................................................... TBD *To be determined based on content of Disclosure Certificate Page 6 Improvement District Administration Services EXHIBIT A Significant Event Notification ............................................................................... hourly or $100 per event Dissemination Services Report Dissemination (per recipient) ........................................................................................$25 Significant Event Dissemination (per recipient) ........................................................................$25 Posting to NBS website .............................................................................................................. No charge Additional Services NBS will provide a fee structure for any district closeouts or bond tender programs, depending on the Town's needs and complexity of the programs. Other additional services authorized by the Town will be billed at the rates shown below or the then-applicable hourly rate. Director $ 190 Senior Consultant/Programmer 150 Engineer 140 Consultant 130 Analyst 100 Clerical/Support 55 Expert Witness TBD; with minimum fee ~Expenses~ Customary out-of-pocket expenses will be billed to the Town 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, 2008. 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 Phoenix-Mesa, AZ Area. ~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 contracts with 30 days written notice. Page 7 ~fi EXHIBIT A Please feel free to contact me if you have any questions or need further information. Best regards, NBS Government Finance Group, DBA NBS _ .~~ Mike Rentner Town of Marana Name President and CEO 6-4-07 Title Date ~~Z~~D7 Title Date Page 8 `` NBSLOCA-01 SBB ACORDTM CERTIFICATE OF LIABILITY INSURANCE DA 615/ 0071 PROOUCERLicense # 0623506 (858) 541-2900 Vanorsdale Insurance Services 4909 Mur h Can on Road, Suite 510 P Y Y 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. San Diego, CA 92123 INSURERS AFFORDING COVERAGE NAIC # INSURED NBS Government Finance Group INSURER A: Maryland Casualty Insurance Company 32605 Highway 79 South, Suite 100 INSURER B: American States Insurance Company Temecula, CA 92592- INSURER c: Employers Compensation Insurance Com INSURER D: INSURER E: CAVFRAGES 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 MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS GENERAL LIABILITY EACH OCCURRENCE E 1+000,00 A X COMMERC4LL GENERAL LUIBILITY PASOOO53837 9/24/2006 9/24/2007 PREMISES Ea occuence S 1 s000r00 CLAIMS MADE ~ OCCUR MED EXP (Arty one person) $ 1 O,O PERSONAL 8 ADV INJURY $ 1.000.00 GENERAL AGGREGATE S 2:000.00 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPlOP AGG $ 2r~Or X POLICY PRO- LOC AU TOMOBILE UABILnY COMBINED SINGLE LMAIT $ 1,000,00 B X ANY AUTO 1 CH0603342 2!13/2007 2/13/2008 (Ea accidenq ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (~ ~rson1 HIRED AUTOS BODILY INJURY S NON-0WNED AUTOS (~ acadenl) PROPERTY DAMAGE (Per accident) S GARAGELUU3ILITY AUTO ONLY-EA ACCIDENT S ANY AUTO OTHER THAN I;A ACC S AUTO ONLY: AGG S IXCESSAIMBRELLA LIABILITY EACH OCCURRENCE S OCCUR ~ CLAIMS MADE AGGREGATE S E DEDUCTIBLE S RETENTION S S WORKERS COMPENSATION AND X WC STATU- OTH- T RY IMITS R C EMPLOYERS LIABILITY ANY PROPRIETOR/PARTNER/EXECUTNE FN03247203 9/24/2006 9/24/2007 E.L. EACH ACCIDENT 1,000,0 $ OFFICER/MEMBER EXCLUDED? EL. DISEASE - EA EMPLOYEE S 1,000. Nyes describe under SPECULL PROVISIONS below EL. DISEASE -POLICY LIMIT S 1,000,0 OTHER DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT / SPECUU. PROVISIONS Except 10 days notice is given for non-payment of premium. Proof of Insurance Town of Marana 11555 W. Civic Center Dr. Marana, AZ 85653- C:ANC:tL.LJ4 I Ivn SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIO DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3O DAYS WRITTEN 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. AUTHORIZED REPRESENTATIVE ~~ ACORD 25 (2001/08) p ACORD CORPORATION 1988 NBSLOCA-01 SBB ACORD CERTIFICATE OF LIABILITY INSURANCE TM DATE (MMIDWYYYY) 6/5/2007 PROOUCERLicense # 0623506 (858) 541-2900 Vanorsdale Insurance Services 4909 Mur h Canyon Road, Suite 510 P Y 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. San Diego, CA 92123 INSURERS AFFORDING COVERAGE NAIC # INSURED NBS Local Government Solutions INSURER A: Employers Compensation Insurance Com 32605 Highway 79 South, Suite 100 INSURER e: Temecula, CA 92592- INSURER c: INSURER D: INSURER E: CaVERAGES 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 MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFFECTIVE POLICY EXPIRATION POLICY NUMBER LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY PREMISES Ea ocaxerrce S CLAIMS MADE ~ OCCUR MED EXP (Any one person) E PERSONAL 8 ADV INJURY S GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ POLICY ~O LOC AUTOMOBILE LIABILnY COMBINED SINGLE LIMIT s ANY AUTO (~ aoadeM) _ ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) S HIRED AUTOS BODILY INJURY NON-0WNED AUTOS (Per acadenQ E PROPERTY DAMAGE S (Per accident) GARAGE LWBILITY AUTO ONLY- EA ACCIDENT S ANY AUTO OTHER THAN EA ACC S AUTO ONLY: AGG S EXCESSAIMBRELLA LIABILITY EACH OCCURRENCE 5 OCCUR ~ CLAIMS MADE AGGREGATE S a DEDUCTIBLE $ RETENTION S $ WORKERSCOMPENSATION AND WC STATU- OTH- X TORY IMITS ER A EMPLOYERS'LU161LITY EIG1037482 3/8/2007 3/8/2008 10000 ANY PROPRIETOR/PARTNERlEXECUTArE E.L EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? E.L DISEASE - EA EMPLOYE a 100,00 rc yyeess descrbe under 500 00 SPEGIAL PROVISIONS bebw E.L. DISEASE -POLICY LIMIT , S OTHER DESCRIPnON OF OPERATIONS / LOCATK)N3 /VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVL410NS 10 Days Notice of Cancellation for Nonpayment of Premium` Proof of Insurance for Workers' Compensation Coverage in Arizona 1 C 17VLNCR Town of Marana 11555 W. Civic Center Dr. Marana, AZ 85653- ACORD 25 (2001108) SHOULD ANY OF THE ABOVE DESCRIBED POLIgES BE CANCELLED BEFORE THE EXPIRATIO DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3O DAYS WRITTEN 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. AUTHORIZED REPRESENTATIVE --'~d-7'~c~> © ACORD NBSLOCA-01 SBB ACORD CERTIFICATE OF LIABILITY INSURANCE DA 7 m ,N 6/5/200 PROOUCeRLicense # OB23506 (858) 541-2900 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Vanorsdale Insurance Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 4909 Mur h Can on Road, Suite 510 p Y Y HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. San Diego, CA 92123 INSURERS AFFORDING COVERAGE NAIC # INSURED NBS Government Finance Group INSURER A: Philadelphia Indemnity Insurance Compa NBS Local Government Solutions INSURER B: 32605 Highway 79 South, Suite 100 INSURER C: Temecula, CA 92592- INSURER D: INSURER E: !!AVFRAPFC 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 MAYBE 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. ~ POLICY EFFECTIVE POLY EXPIRATION LIMITS LTR POLICY NUMBER GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LWBILI'IY PREMISES Ee ocaxence $ CLAIMS MADE ~ OCCUR MED EXP (Any one person) $ PERSONAL 8 ADV INJURY $ GENERAL. AGGREGATE $ GEML AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $ POLICY ~~ LOC AU TOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (F2 atadeM) ALL OWNED AUTOS BODILY gJJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY NON-0WNED AUTOS (Per ~~) PROPERTY DAMAGE - (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHERTHAN ACC- $ AUTO ONLY: AGG $ EXCESSNMBRELLA UABILnY EACH OCCURRENCE S OCCUR ~ CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ OT - WORKERS COMPENSATION ANO TORY LIMITS R EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYE $ K descrbe under SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT $ OTHER A Professional Liability PHSD212507 9/24/2006 9/24/2007 Each Wrongful Act ~z,ooo,ooo A Professional Liability PHSD212507 9/24/2006 9124/2007 Annual Aggregate i2,00o,000 DESCRIPTION OF OPERATIONS /LOCATIONS / VEHICLES I IXCLIJSTONS ADDED BY ENDORSEMENT 1 SPECIAL PROVISIONS Except 10 days notice for non-payment of premium* roof of Insurance Town of Marana 11555 W. Civic Center Dr. Marana, AZ 85653- 2512001!08) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIO DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3O DAYS WRITTEN NOTICE TO THE CERTIFlCATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBWGATXNI OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ~--~ © ACORD CORPORATION 1988 TOWN OF MARANA, ARIZONA FINANCE DEPARTMENT 11555 WEST CIVIC CENTER DRIVE MARANA, AZ 85653 PROFESSIONAL SERVICES AGREEMENT FOR SPECIAL ASSESSMENT ADMINISTRATION SERVICES This PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is dated effective July 1, 2007, by and between NBS GOVERNMENT FINANCE GROUP, a California corporation ("Consultant"), and the TOWN OF MARANA, an Arizona municipal corporation ("Client"). Consultant and Client are sometimes collectively referred to as the "Parties," either one of which is sometimes individually referred to as a "Party." RECITALS A. In March 2007, Client issued a "Request for Proposal for Improvement District Special Assessment Administration" (the "RFP"). B. Consultant was chosen by Client as a result of the RFP. C. The Parties intend for this Agreement to apply to all services provided by Consultant in connection with the RFP. AGREEMENT NOW, THEREFORE, the Parties agree as follows: 1. Scope of Services: Consultant and Client agree that Consultant will perform the services described in the Scope of Services attached as Exhibit A. 2. Independent Contractor: Consultant is an independent contractor and is not an employee of Client. Services performed by Consultant under this Agreement are solely for the benefit of Client. Nothing contained in this Agreement creates any duties on the part of Consultant toward any person not a Party to this Agreement. 3. Standard of Care: Consultant will perform services under this Agreement with the degree of skill and diligence normally practiced by consultants performing the same or similar services. No other warranty or guarantee, expressed or implied, is made with respect to the services furnished under this Agreement and all implied warranties are disclaimed. 4. Changes/Amendments: This Agreement and its exhibits constitute the entire agreement between the Parties and together with its exhibits supersede any prior written or oral {00005143.DOC / 2} Page 1 6/12/2007 11:57 AM Ag~ement far Special A.crerrment Administration Serracer Toavn of Marana Finance Department PROFESSIONAL SERVICES AGREEMENT FOR SPECIAL ASSESSMENT ADMINISTRATION SERVICES agreements. This Agreement may not be changed except by written amendment signed by both Parties. The estimate of the level of effort, schedule and payment required to complete the Scope of Services, as Consultant understands it, is reflected here. Services not expressly set forth in this Agreement or its exhibits are excluded. Consultant shall promptly notify Client if changes to the Scope of Services affect the schedule, level of effort or payment to Consultant and the schedule and payment shall be 'equitably adjusted. If Consultant is delayed in performing its services due to an event beyond its control, including but not limited to fire, flood, earthquake, explosion, strike, transportation or equipment delays, act of war, or act of God, then the schedule or payment under the Agreement shall be equitably adjusted, if necessary, to compensate Consultant for any additional costs due to the delay. 5. Fees for Services: The fees for the services under this Agreement will be invoiced in amounts and upon the schedule set forth beginning at page 6 of the Scope of Services attached as Exhibit A. In the case of a conflict between the terms of this Agreement and the terms of Exhibit A, the terms of this Agreement shall control. 6. Payment: Client shall pay Consultant in U.S. dollars within thirty days of receipt of invoices less any disputed amounts. If Client disputes any portion of the invoice, the undisputed portion will be paid and Consultant will be notified in writing, within ten days of receipt of the invoice of the exceptions taken. Consultant and Client will attempt to resolve the payment dispute within sixty days or the matter may be submitted to arbitration as provided below. Additional charges for interest shall become due and payable at a rate of one and one-half percent per month on the unpaid, undisputed invoiced amounts. Any interest charges due from Client on past due invoices are outside any amounts otherwise due under this Agreement. If Client fails to pay undisputed invoiced amounts within Winery days after delivery of invoice, Consultant, at its. sole discretion, may suspend services or may initiate collections proceedings, including mandatory binding arbitration, without incurring any liability or waiving any right established by this agreement or by law. 7. Indemnity: To the extent permitted by law, each Party (the "First Party") agrees to indemnify, defend and hold harmless the other Parry (the "Second Parry' and its directors, officers, shareholders, employees and consultants from and against any liability (including without limitation, reasonable costs and attorneys' fees) incurred by the Second Parry to the extent caused by the First Parry's negligent acts, errors or omissions, including judgments in favor of any third Party. Each Parry (the "First Party") specifically and expressly waives its immunity under applicable worker's compensation and industrial insurance laws regarding liability against the other Party (the "Second Party") for actions brought by any of the First Party's employees against the Second Party, to the extent the liability is caused by the First Party's negligent acts, errors or omissions. 8. Re-performance of Services: If Client believes any of Consultant's services do not comply with the terms of this Agreement, Client shall promptly notify Consultant to permit Consultant an opportunity to investigate. If the services do not meet the applicable standard of care, it will promptly re-perform the services at no additional cost to Client, including {oooos~a3.DOC / z} Page 2 6/12/2007 11:57 AM Agrzementfor Special A.aetrmentAdminzrtratian Serrricer Town of Marana Finance Department PROFESSIONAL SERVICES AGREEMENT FOR SPECIAL ASSESSMENT ADMINISTRATION SERVICES assisting Client in selecting remedial actions. If Client fails to provide Consultant with prompt notice of non-compliance and an opportunity to investigate and re-perform its services, Consultant's total obligation to Client will be limited to the costs Consultant would have incurred to re-perform the services. 9. Insurance: Consultant shall maintain insurance with the following required coverages and limits and has provided insurance certificates to Client: Worker's Compensation Employer's Liability Commercial General Liability Comprehensive General Automobile Professional Liability Statutory U.S. $1,000,000 U.S. $1,000,000 per occurrence U.S. $2,000,000 aggregate U.S. $1,000,000 combined single limit U.S. $2,000,000 per claim and in the aggregate 10. Work Product: Client shall have the unrestricted right to use the documents, analyses and other data prepared by Consultant under this Agreement ("Work Products"); provided, however Client shall not rely on or use the Work Products for any purpose other than the purposes under this Agreement and the Work Products shall not be changed without the prior written approval of Consultant. If Client releases the Work Products to a third party without Consultant's prior written consent, or changes or uses the Work Products other than as intended in this agreement, (a) Client does so at its sole risk and discretion, (b) Consultant shall not be liable for any claims or damages resulting from the change or use or connected with the release or any third party's use of the Work Products and (c) Client shall indemnify, defend and hold Consultant harmless from any and all claims or damages related to the release, change or third party use. 11. Limitation of Liability: No employee of Consultant shall have individual liability to Client. To the extent permitted by law, the total aggregate liability of Consultant, its officers, directors, shareholders, employees and sub-consultants for any and all claims arising out of this Agreement, including attorneys' fees, and whether caused by negligence, errors, omissions, strict liability, breach of contract or contribution, or indemnity claims based on third parry claims, shall not exceed the revenue received by Consultant under this Agreement or U.S. $150,000, whichever is greater. 12. No Consequential Damages: In no event and under no circumstances shall Consultant be liable to Client for any principal, interest, loss of anticipated revenues, earnings, profits, increased expense of operation or construction, loss by reason of shutdown or non- operation due to late completion or otherwise or for any other economic, consequential, indirect or special damages. 13. Information Provided by Others: Client shall provide to Consultant in a timely manner any information Consultant indicates is needed to perform the services established through {00005143.DOC / 2} Page 3 6/12/2007 11:57 AM Agreement for Special Assessment Administration Services Town of Martina Finance Department PROFESSIONAL SERVICES AGREEMENT FOR SPECIAL ASSESSMENT ADMINISTRATION SERVICES this agreement. Consultant may rely on the accuracy of information provided by Client and its representatives. 14. Opinions of Cost: Consultant does not control the cost of labor,. materials, equipment or services furnished by others, nor does it control pricing factors used by others to accommodate inflation, competitive bidding or market conditions. Consultant estimates of operation expenses or construction costs represent its best judgment as an experienced and qualified professional and are not a guarantee of cost. This section does not apply to the cost of Consultant performing the Scope of Services. 15. Safety and Security: Consultant has established and maintains programs and procedures for the safety of its employees. Unless specifically included as a service to be provided under this Agreement, Consultant specifically disclaims any authority or responsibility for job site safety and safety of persons other than Consultant's employees. Consultant shall not provide any such services and disclaims any responsibility under this Agreement related to site security or the assessment, evaluation, review, testing, maintenance, operation or safety practices or procedures related to security. 16. General Compliance with Laws. This Agreement does not relieve any Parry of any obligation or responsibility imposed upon it by law. Consultant shall comply with all federal and state laws, and any and all local ordinances and regulations. a. Antitrust violations Consultant and town recognize that in actual economic practice overcharges resulting from antitrust violations are in fact borne by Purchaser or ultimate user; in this case, Town. Therefore, Consultant, acting as a Vendor, hereby assigns to Town any and all claims for such overcharges. b. Immigtadorr. Consultant shall be responsible for compliance with and shall indemnify and hold harmless Town for any liability arising from failure of Consultant to comply with the United States Immigration Reform and Control Act of 1986. c. ADA: Consultant shall be responsible for compliance with and shall indemnify and hold harmless Town for any liability arising from failure of Consultant to comply with the Americans with Disabilities Act of 1990, as amended. d. Non-discrimination. Consultant shall comply with Executive Order 75-5, "Non- Discrimination in Employment by Government Contractors and Subcontractors," which is incorporated into and made a part of this Agreement as if set forth in full here. Consultant shall not discriminate against any employee, or applicant for employment, because of race, color, religion, creed, national origin, sex, age, disabilities, or disabled veterans and Vietnam era veterans. Such actions shall include, but are not limited to: employment, upgrading, demotion, transfer, recruitment, or recruitment advertising; laying-off or termination; rates of pay or other compensation; and selection for training, and on-the-job training. Consultant {00005143.DOC / 2} Page 4 6/12/2007 11:57 AM Agreement for Special AarerrmentAdminirtration Servicer Toum of Marana Finance Department PROFESSIONAL SERVICES AGREEMENT FOR SPECIAL ASSESSMENT ADMINISTRATION SERVICES shall ensure and maintain a working environment free of harassment, intimidation and coercion. e. Civil rights compliatrce. Consultant shall comply with Title VI of the Civil Rights Act of 1964 as amended. Tide 49, Code of Federal regulations, Part 21 through Appendix H and Title 23, CFR 710.405 (b) are made applicable by this reference and are considered a part of this Agreement. f. Equal employment opportunity. Consultant shall comply with the provisions of Executive Order 11246, entitled "Equal Employment Opportunity" as amended by Executive Order 11375, and as supplemented in Department of Labor Regulations (41 CFR-Part 60), all of which are made applicable by this reference and are considered a part of this Agreement. 18. Conflict of Interest: This Agreement is subject to A.R.S. ~ 38-511, which provides for cancellation of contracts in certain instances involving conflicts of interest 19. Termination: Either Parry may terminate this Agreement upon thirty days prior written notice to the other Parry. Client shall pay Consultant for all services rendered to the date of termination plus reasonable expenses for winding down the services. If either Party defaults in its obligations, the non-defaulting Parry, after giving seven days written notice of its intention to terminate or suspend performance under this Agreement, may, if cure of the default is not commenced and diligently continued, terminate this Agreement or suspend performance under this Agreement. 20. Dispute Resolution: Consultant and Client shall attempt to resolve conflicts or disputes under this Agreement in a fair and reasonable manner and agree that if resolution cannot be made to attempt to mediate the conflict by a professional mediator (except for payment disputes which may be submitted directly to arbitration). If mediation does not settle any dispute or action which arises under this Agreement or which relates in any way to this Agreement or the subject matter of this Agreement within ninety days after either requests mediation, the dispute or conflict shall be subject to arbitration in English under the Construction Industry Arbitration Rules as promulgated by the American Arbitration Association and arbitrabiliry shall be subject to the Federal Arbitration Act. 21. Litigation Expenses: Client will be responsible for payment of all expenses and costs associated with Consultant's compliance with a subpoena or Client request to produce documents, data or testimony relating to any proceeding relating to any information pertaining to Client's project or to the work Consultant performed for Client, excluding any litigation or proceeding between Client and Consultant. These costs will include hourly charges for persons involved in responding to a subpoena or Client request,. travel and reproduction expenses, advice and participation of counsel in responding to a subpoena and other request and other reasonable expenses. Consultant will endeavor to confer with Client prior to responding to any subpoena or request covered by this paragraph. {00005143.DOC / 2} Page 5 6/12/2007 11:57 AM Agreement for Special Arrerrment Administration Services Town of Marana Finance Department PROFESSIONAL SERVICES AGREEMENT FOR SPECIAL ASSESSMENT ADMINISTRATION SERVICES 22. Non-Exclusivity. of Services: Consultant may perform for other clients similar or identical services to those services contemplated under this Agreement, subject to applicable confidentiality and ethical obligations of Consultant. In the event Client desires any level of exclusivity or other limitations on Consultant's services to its other clients, Client and Consultant shall confer regarding the scope of requested exclusivity or other limitations and the additional compensation to be paid to Consultant for the requested exclusivity or other limitations on providing services to other clients. Any agreed exclusivity or other limitations on providing similar or identical services shall be confirmed in writing signed by both parties and shall expressly state such provision shall supersede this Section 22. No fiduciary or agency obligations shall be created as a result of any exclusivity obligations or other limitations on Consultant's services to other clients. 23. Miscellaneous: a. This Agreement is binding upon and will inure to the benefit of Client and Consultant and their respective successors and assigns. Neither Parry may assign its rights or obligations without the prior written consent of the other Party. b. Any notice required or permitted by this Agreement to be given shall be deemed to have been duly given if in writing and delivered personally or five days after mailing by first-class, registered, or certified mail, return receipt requested, postage prepaid and addressed as follows: Client: TOWN OF MARANA Attention: Erik Montague, Finance Director Address: 11555 West Civic Center Drive Marana, Arizona 85653 Consultant: NBS GOVERNMENT FIN ANCE GROUP Attention: Mike Rentner, President and CEO Address: 32605 Highway 79 South, Suite 100 Temecula, CA 92592 c. Client expressly agrees that all provisions of the Agreement, including the clause limiting the liability of Consultant, were mutually negotiated and that but for the inclusion of the limitation of liability clause in the Agreement, Consultant's compensation for services would otherwise be greater and/or Consultant would not have entered into the Agreement. d. If any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and the provision declared invalid or unenforceable shall continue as to other circumstances. {00005t43.DOC / 2} Page 6 6/12/2007 11:57 AM Agizement for Special ArserrmentAdminirtration Senricer Town of Marana Finance Department PROFESSIONAL SERVICES AGREEMENT FOR SPECIAL ASSESSMENT ADMINISTRATION SERVICES e. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Arizona. f. In any action to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover, as part of its judgment, reasonable attorneys' fees and costs from the other Party. g. This Agreement shall not be construed against Consultant only on the basis that Consultant drafted the Agreement. h. Notwithstanding any statute to the contrary, the Parties agree that any action to enforce or interpret this Agreement shall be initiated within two years from the time the Party knew or should have known of the fact giving rise to its action, and shall not in any case be initiated later than six years after Consultant completes its Scope of Services under tl-?s Agreement. i. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original instrument, but all of which taken together shall constitute one instrument. IN WITNESS WHEREOF, the Parties have signed this Agreement effective the date first written above. "Cliene, TowN Ed Hotea, Mayor -7- Date ?Icelyn Br/son, Town Clerk APPRO D FoRm: zl ?Z k?4idy, Tok?ey (00005143.DOC / 2) Page 7 "Consultant" NBS E F GROUP Mike R ntn t President and?C? :ZZ,itj e, Date Federal Tax ID # 3 3, - 07/ 2 S-/2- 6/12/2007 11:57 AM Agrementfor Special Assessment Administration Senioes Tomm ofMarana Finance DepaiYment