Disclaimer: The information contained within these materials is offered only for general informational purposes. It does not constitute either general or specific legal advice and should not be substituted for legal, financial or other professional advice. These materials were created for an energy independence program individualized for the County of Sonoma and may not be suitable for all public agencies. These materials are not promised or guaranteed to be current, complete, or up-to-date. Different factual situations and evolving case law may require substantial modifications to these materials. As such, the authors make no representations or warranties with respect to the accuracy or completeness of the contents of these materials.
Standard Professional Services Agreement (“PSA”) Revision E – January 2011
AMENDMENT TO MASTER AGREEMENT FOR 1915 ACT ASSESSMENT DISTRICT ADMINISTRATION SERVICES BETWEEN THE COUNTY OF SONOMA AND NBS GOVERNMENT FINANCE GROUP
This amendment ("Amendment"), dated as of July 1, 2011 (“Effective Date”) is by and between the County of Sonoma, a political subdivision of the State of California (hereinafter "County"), and NBS Government Finance Group (hereinafter "Consultant"). RECITALS WHEREAS, County and Consultant have entered into a Master Agreement, dated June 13, 2001 (“Master Agreement”) under which Consultant provides the County with Computerized Special Assessment Management System (D-FAST); and WHEREAS, County and Consultant amended the Master Agreement to broaden the scope of services to include Energy Assessment Administration Services; and WHEREAS, County and Consultant desire to amend the Master Agreement in order to broaden the Scope of Services and increase the rates for services; NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the parties hereto agree as follows: AGREEMENT l. Scope of Services. 1.1 Consultant's Specified Services. Consultant shall perform the services described in Exhibit “A,” attached hereto and incorporated herein by this reference (hereinafter "Scope of Work"), and within the times or by the dates provided for in Exhibit “A” and pursuant to Article 7, Prosecution of Work. In the event of a conflict between the body of this Agreement and Exhibit “A”, the provisions in the body of this Agreement shall control. 1.2 Cooperation With County. Consultant shall cooperate with County and County staff in the performance of all work hereunder.
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1.3 Performance Standard. Consultant shall perform all work hereunder in a manner consistent with the level of competency and standard of care normally observed by a person practicing in Consultant's profession. County has relied upon the professional ability and training of Consultant as a material inducement to enter into this Agreement. Consultant hereby agrees to provide all services under this Agreement in accordance with generally accepted professional practices and standards of care, as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of Contractor’s work by County shall not operate as a waiver or release. If County determines that any of Consultant's work is not in accordance with such level of competency and standard of care, County, in its sole discretion, shall have the right to do any or all of the following: (a) require Consultant to meet with County to review the quality of the work and resolve matters of concern; (b) require Consultant to repeat the work at no additional charge until it is satisfactory; (c) terminate this Agreement pursuant to the provisions of Article 4; or (d) pursue any and all other remedies at law or in equity. 1.4 Assigned Personnel. a. Consultant shall assign only competent personnel to perform work hereunder. In the event that at any time County, in its sole discretion, desires the removal of any person or persons assigned by Consultant to perform work hereunder, Consultant shall remove such person or persons immediately upon receiving written notice from County. b. Any and all persons identified in this Agreement or any exhibit hereto as the project manager, project team, or other professional performing work hereunder are deemed by County to be key personnel whose services were a material inducement to County to enter into this Agreement, and without whose services County would not have entered into this Agreement. Consultant shall not remove, replace, substitute, or otherwise change any key personnel without the prior written consent of County. c. In the event that any of Consultant’s personnel assigned to perform services under this Agreement become unavailable due to resignation, sickness or other factors outside of Consultant’s control, Consultant shall be responsible for timely provision of adequately qualified replacements. 2. Payment. For all services and incidental costs required hereunder, Consultant shall be paid a lump sum in accordance with Exhibit A, attached hereto. 3. Term of Agreement. The term of this Agreement shall be from July 1, 2011 to June 30, 2012 unless terminated earlier in accordance with the provisions of Article 4 below.
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4. Termination. 4.1 Termination Without Cause. Notwithstanding any other provision of this Agreement, at any time and without cause, County shall have the right, in its sole discretion, to terminate this Agreement by giving 30 days written notice to Consultant. 4.2 Termination for Cause. Notwithstanding any other provision of this Agreement, should Consultant fail to perform any of its obligations hereunder, within the time and in the manner herein provided, or otherwise violate any of the terms of this Agreement, County may immediately terminate this Agreement by giving Consultant written notice of such termination, stating the reason for termination. 4.3 Delivery of Work Product and Final Payment Upon Termination. In the event of termination, Consultant, within 30 days following the date of termination, shall deliver to County all materials and work product subject to Section 9.9 (Ownership and Disclosure of Work Product) and shall submit to County an invoice showing the services performed, hours worked, and copies of receipts for reimbursable expenses up to the date of termination. 4.4 Payment Upon Termination. Upon termination of this Agreement by County, Consultant shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred hereunder, an amount which bears the same ratio to the total payment specified in the Agreement as the services satisfactorily rendered hereunder by Consultant bear to the total services otherwise required to be performed for such total payment; provided, however, that if services which have been satisfactorily rendered are to be paid on a per-hour or per-day basis, Consultant shall be entitled to receive as full payment an amount equal to the number of hours or days actually worked prior to the termination times the applicable hourly or daily rate; and further provided, however, that if County terminates the Agreement for cause pursuant to Section 4.2, County shall deduct from such amount the amount of damage, if any, sustained by County by virtue of the breach of the Agreement by Consultant. 4.5 Authority to Terminate. The Board of Supervisors has the authority to terminate this Agreement on behalf of the County. In addition, the Purchasing Agent or the SCEIP Program Administrator, in consultation with County Counsel, shall have the authority to terminate this Agreement on behalf of the County.
5. Indemnification. Consultant agrees to accept all responsibility for loss or damage to any person or entity, including County, and to indemnify, hold harmless, and release County, its officers, agents, and employees, from and against any actions, claims, damages, liabilities, disabilities, or expenses, that may be asserted by any person or entity, including Consultant, that arise out of, pertain to, or relate to Consultant’s performance or obligations under this Agreement. Consultant agrees to provide a
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complete defense for any claim or action brought against County based upon a claim relating to Consultant’s performance or obligations under this Agreement. Consultant’s obligations under this Section apply whether or not there is concurrent negligence on County’s part, but to the extent required by law, excluding liability due to County’s conduct. County shall have the right to select its legal counsel at Consultant’s expense, subject to Consultant’s approval, which shall not be unreasonably withheld. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Consultant or its agents under workers' compensation acts, disability benefits acts, or other employee benefit acts. This indemnity provision survives the Agreement. 6. Insurance. With respect to performance of work under this Agreement, Consultant shall maintain and shall require all of its subcontractors, consultants, and other agents to maintain, insurance consistent with County requirements for consulting and professional services – corporations, partnerships and limited liability companies. A Certificate of Liability Insurance with Endorsements is on file with the Auditor-ControllerTreasurer-Tax Collector’s Office. 7. Prosecution of Work. The execution of this Agreement shall constitute Consultant's authority to proceed immediately with the performance of this Agreement. Performance of the services hereunder shall be completed within the time required herein, provided, however, that if the performance is delayed by earthquake, flood, high water, or other Act of God or by strike, lockout, or similar labor disturbances, the time for Consultant's performance of this Agreement shall be extended by a number of days equal to the number of days Consultant has been delayed. 8. Extra or Changed Work. Extra or changed work or other changes to the Agreement may be authorized only by written amendment to this Agreement, signed by both parties. Minor changes, which do not increase the amount paid under the Agreement, and which do not significantly change the scope of work or significantly lengthen time schedules may be executed by the Department Head in a form approved by County Counsel. The Board of Supervisors/Purchasing Agent must authorize all other extra or changed work. The parties expressly recognize that, pursuant to Sonoma County Code Section 1-11, County personnel are without authorization to order extra or changed work or waive Agreement requirements. Failure of Consultant to secure such written authorization for extra or changed work shall constitute a waiver of any and all right to adjustment in the Agreement price or Agreement time due to such unauthorized work and thereafter Consultant shall be entitled to no compensation whatsoever for the performance of such work. Consultant further expressly waives any and all right or remedy by way of restitution and quantum meruit for any and all extra work performed without such express and prior written authorization of the County. 9. Representations of Consultant. 9.1 Standard of Care. County has relied upon the professional ability and training of Consultant as a material inducement to enter into this Agreement. Consultant
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hereby agrees that all its work will be performed and that its operations shall be conducted in accordance with generally accepted and applicable professional practices and standards as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of Consultant's work by County shall not operate as a waiver or release. 9.2 Status of Consultant. The parties intend that Consultant, in performing the services specified herein, shall act as an independent contractor and shall control the work and the manner in which it is performed. Consultant is not to be considered an agent or employee of County and is not entitled to participate in any pension plan, worker’s compensation plan, insurance, bonus, or similar benefits County provides its employees. In the event County exercises its right to terminate this Agreement pursuant to Article 4, above, Consultant expressly agrees that it shall have no recourse or right of appeal under rules, regulations, ordinances, or laws applicable to employees. 9.3 Taxes. Consultant agrees to file federal and state tax returns and pay all applicable taxes on amounts paid pursuant to this Agreement and shall be solely liable and responsible to pay such taxes and other obligations, including, but not limited to, state and federal income and FICA taxes. Consultant agrees to indemnify and hold County harmless from any liability which it may incur to the United States or to the State of California as a consequence of Consultant's failure to pay, when due, all such taxes and obligations. In case County is audited for compliance regarding any withholding or other applicable taxes, Consultant agrees to furnish County with proof of payment of taxes on these earnings. 9.4 Records Maintenance. Consultant shall keep and maintain full and complete documentation and accounting records concerning all services performed that are compensable under this Agreement and shall make such documents and records available to County for inspection at any reasonable time. Consultant shall maintain such records for a period of five (5) years following maturity of each 1915 Act Assessment District or transfer such records to the County. 9.5 Conflict of Interest. Consultant covenants that it presently has no interest and that it will not acquire any interest, direct or indirect, that represents a financial conflict of interest under state law or that would otherwise conflict in any manner or degree with the performance of its services hereunder. Consultant further covenants that in the performance of this Agreement no person having any such interests shall be employed. In addition, if requested to do so by County, Consultant shall complete and file and shall require any other person doing work under this Agreement to complete and file a "Statement of Economic Interest" with County disclosing Consultant's or such other person's financial interests. 9.6 Statutory Compliance. Contractor agrees to comply with all applicable federal, state and local laws, regulations, statutes and policies applicable to the services
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provided under this Agreement as they exist now and as they are changed, amended or modified during the term of this Agreement. 9.7 Nondiscrimination. Without limiting any other provision hereunder, Consultant shall comply with all applicable federal, state, and local laws, rules, and regulations in regard to nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition, pregnancy, disability, sexual orientation or other prohibited basis, including without limitation, the County’s Non-Discrimination Policy. All nondiscrimination rules or regulations required by law to be included in this Agreement are incorporated herein by this reference. 9.8 AIDS Discrimination. Consultant agrees to comply with the provisions of Chapter 19, Article II, of the Sonoma County Code prohibiting discrimination in housing, employment, and services because of AIDS or HIV infection during the term of this Agreement and any extensions of the term. 9.9 Ownership And Disclosure Of Work Product. All reports, and other data or documents (“documents”), in whatever form or format, assembled or prepared by consultant or Consultant’s subcontractors, consultants, and other agents in connection with this Agreement shall be the property of County. County shall be entitled to immediate possession of such documents upon completion of the work pursuant to this Agreement. Upon expiration or termination of this Agreement, Consultant shall promptly deliver to County all such documents, which have not already been provided to County in such form or format, as County deems appropriate. Such documents shall be and will remain the property of County without restriction or limitation. Consultant may retain copies of the above described documents but agrees not to disclose or discuss any information gathered, discovered, or generated in any way through this Agreement without the express written permission of County. 9.10 Authority. The undersigned hereby represents and warrants that he or she has authority to execute and deliver this Agreement on behalf of Consultant. 10. Demand for Assurance. Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until such assurance is received may, if commercially reasonable, suspend any performance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of a party with respect to performance under this Agreement, but also conduct with respect to other agreements with parties to this Agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding thirty (30) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party's
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right to demand adequate assurance of future performance. Nothing in this Article limits County’s right to terminate this Agreement pursuant to Article 4. 11. Assignment and Delegation. Neither party hereto shall assign, delegate, sublet, or transfer any interest in or duty under this Agreement without the prior written consent of the other, and no such transfer shall be of any force or effect whatsoever unless and until the other party shall have so consented. 12. Method and Place of Giving Notice, Submitting Bills and Making Payments. All notices, bills, and payments shall be made in writing and shall be given by personal delivery or by U.S. Mail or courier service. Notices, bills, and payments shall be addressed as follows: TO: COUNTY:
County of Sonoma ACTTC 585 Fiscal Dr., Suite 100 Santa Rosa, CA 95403
TO: CONSULTANT:
NBS Government Finance Group 32605 Temecula Parkway, Suite 100 Temecula, CA 92592
When a notice, bill or payment is given by a generally recognized overnight courier service, the notice, bill or payment shall be deemed received on the next business day. When a copy of a notice, bill or payment is sent by facsimile or email, the notice, bill or payment shall be deemed received upon transmission as long as (1) the original copy of the notice, bill or payment is promptly deposited in the U.S. mail and postmarked on the date of the facsimile or email (for a payment, on or before the due date), (2) the sender has a written confirmation of the facsimile transmission or email, and (3) the facsimile or email is transmitted before 5 p.m. (recipient’s time). In all other instances, notices, bills and payments shall be effective upon receipt by the recipient. Changes may be made in the names and addresses of the person to whom notices are to be given by giving notice pursuant to this paragraph. 13. Miscellaneous Provisions. 13.1 No Waiver of Breach. The waiver by County of any breach of any term or promise contained in this Agreement shall not be deemed to be a waiver of such term or provision or any subsequent breach of the same or any other term or promise contained in this Agreement. 13.2 Construction. To the fullest extent allowed by law, the provisions of this Agreement shall be construed and given effect in a manner that avoids any violation of statute, ordinance, regulation, or law. The parties covenant and agree that in the
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event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. Consultant and County acknowledge that they have each contributed to the making of this Agreement and that, in the event of a dispute over the interpretation of this Agreement, the language of the Agreement will not be construed against one party in favor of the other. Consultant and County acknowledge that they have each had an adequate opportunity to consult with counsel in the negotiation and preparation of this Agreement. 13.3 Consent. Wherever in this Agreement the consent or approval of one party is required to an act of the other party, such consent or approval shall not be unreasonably withheld or delayed. 13.4 No Third Party Beneficiaries. Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties. 13.5 Applicable Law and Forum. This Agreement shall be construed and interpreted according to the substantive law of California, regardless of the law of conflicts to the contrary in any jurisdiction. Any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in Santa Rosa or the forum nearest to the city of Santa Rosa, in the County of Sonoma. 13.6 Captions. The captions in this Agreement are solely for convenience of reference. They are not a part of this Agreement and shall have no effect on its construction or interpretation. 13.7 Merger. This writing is intended both as the final expression of the Agreement between the parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement, pursuant to Code of Civil Procedure Section 1856. No modification of this Agreement shall be effective unless and until such modification is evidenced by a writing signed by both parties. 13.8 Time of Essence. Time is and shall be of the essence of this Agreement and every provision hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
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CONSULTANT:
COUNTY: COUNTY OF SONOMA
NBS GOVERNMENT FINANCE GROUP
CERTIFICATES OF INSURANCE ON FILE WITH AND APPROVED AS TO SUBSTANCE FOR COUNTY:
By:
________________________ By:
Name: _______________________
Program Administrator Title: ________________________ Date: ________________ Date: ________________________ APPROVED AS TO FORM FOR COUNTY:
By: ______________________________ County Counsel Date: _______________
By:
__________________________ Chair Board of Supervisors
Date: _____________
ATTEST: ________________________________ Clerk of the Board of Supervisors
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SCOPE OF SERVICES 1915 Act Assessment District Administration Services Expert Resource. First and foremost, NBS will act as the County’s “expert resource,” and is available to answer questions and advise the County on particular issues involving the Assessment Districts. Kick-Off Meeting, Project Schedule. NBS will meet with County staff, legal counsel and other interested parties to: • • • • •
Establish lines of communication. Clarify the specific project goals and criteria that will meet the County’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 milestone.
Communication. County staff will generally act as the communication intermediary between NBS and the other public agencies besides Sonoma County for which NBS will be providing the administration services. NBS will make all information request through the County Treasurer-Tax Collector’s Office, which will then forward requests to the other public agencies, and vice versa. Direct communication between NBS and the other public agencies may occur in the future if deemed beneficial by all parties. Data Collection. NBS will gather and review data relevant to the administration of the districts. Data will be obtained from various sources, including County records, Assessor’s parcel maps, and County Assessor information and establish a database for the assessment districts. Policy Review. NBS will review policies and procedures that have been established by the County for compliance with the governing documents and law. These policies will be incorporated into our service to the County. Cost Recovery. NBS will identify all costs associated with the administration of the Assessment Districts and recover those costs through the levy process as outlined in §8682 and §8682.1 of the California Streets and Highways code. These costs may include, but not be limited to Registrar/Transfer/Paying Agent fees, Arbitrage Rebate calculation fees, bank fees, and expenses of the county and its consultants related to the administration of the districts. Fund Analysis. NBS will determine the balance requirements and acquire the current cash balances for the districts. We will make recommendations to ensure that the flow of funds and fund balances are in compliance with bond documents. Cash flow analysis will also be performed to determine any levy shortfall or surplus. Annual Assessment Levy. NBS will calculate the annual assessment levy for each parcel in the districts and submit the amount for each parcel to the County in the format and medium (i.e. tape, diskette) required by the County Auditor-Controller. Resubmission of Rejects. NBS will research the status of any parcels rejected by the County Auditor-Controller, and resubmit corrected data for collection on the County Tax
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Roll. Any parcels that are not accepted by the County for collection will be invoiced directly, with payment directed to the County. Maintain Assessment District Data. NBS will annually track all parcel changes to ensure that all changes are documented. Historical parcel change and assessment apportionment data will be maintained by NBS. Annual Report. NBS will provide a comprehensive Annual Report that will show a detailed listing of the amounts submitted to the County or directly billed for collections, details of delinquent assessments, fund analysis, paid off parcels and release of liens, all bond call activity, and assessed valuation information. Delinquency Monitoring. NBS will provide the County with a comprehensive list of delinquencies after each installment becomes due. This report will show delinquency percentage as well as a detailed list of each delinquent parcel. Prepayment 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 County or property owners. Bond Calls. NBS will prepare the spread of principal to be called within maturities for all bond calls and coordinate the call with the Paying Agent/Trustee. Release of liens. NBS will prepare all documents required to release the liens of parcels that have prepaid the assessment. Notice of Special Assessment. NBS will provide a “Notice of Special Assessment” disclosure notice to requesting parties by §53754 of the government Code of the State of California. The fee of any Notice of Special Assessment shall be paid by the party requesting the disclosure notice. Toll-Free Phone Number. NBS will provide a toll-free phone number for use by the County, other interested parties and all property owner. Our staff will be available to answer questions regarding the formation and ongoing collection of assessments for the districts. Bilingual staff is available for Spanish-speaking property owners. County Assessor Reporting. NBS will work with the County Assessor to aid in complying with the requirements of Revenue & Taxation Code 163. This includes providing data such as parcel number, original assessment and current principal balance to the County Assessor. Optional Services These services will not be performed unless formally requested by the County. 1915 Act Assessment district Closeout Services Funds Analysis. NBS will perform an analysis of all remaining funds to determine their appropriate disposition in accordance with applicable laws, District documents, and County preferences. Delinquencies. NBS will prepare a detailed delinquency report for the District.
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Parcel List. NBS will prepare a detailed list of property owners (as shown on the most recent secured roll), along with mailing addresses, and refund amounts for the processing of any refunds by the County. Notice of Completion. NBS will prepare or obtain a Notice of Completion of Public Work, if needed. Findings Report. NBS will prepare a detailed Closeout Analysis and Findings Report Arbitrage. NBS will determine if arbitrage rebate calculations have been performed and funds have been cleared for disbursement by the County. Resolutions. NBS will prepare any necessary resolutions regarding the closeout of the district. Work Plan. NBS will help the County develop a long term work plan to provide for the proper expenditure of any funds to be retained for maintenance of improvements. D-FAST® Online Web Portal NBS has developed proprietary software, called D-FAST® (District Fees, Assessments, and Special Taxes). This software is a very powerful administrative took, which we use in-house to administer your districts. It is also used by public agencies across the Untied States. D-FAST Online gives you “real-time” access to your districts and underlying parcel data, allowing you to: • • • •
Answer questions in-house Understand a particular parcel status with a district Confirm if there are overlapping districts on a single parcel Research other issues
With this software, you and your staff have enhanced access to the data while NBS still provides the full administration and toll-free phone support. Delinquency Management NBS will develop a comprehensive delinquency management program that includes a discussion and interpretation of the issuer’s foreclosure covenant together with a review of the existing policies and procedures of the County. 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 County with an updated list of delinquencies prior to sending any of the below letters. This report will also detail each district’s percentage of delinquencies, as well as a detailed list of each delinquent parcel. Reminder Letter. At the County’s direction, send a reminder letter to the property owner of each delinquent parcel for the December 10th installment. The purpose of the letter is to inform and educate the property owner of their obligation to pay assessments. Demand Letter. At the County’s direction send a demand letter to the property owner of each delinquent parcel for the April 10th installment. This letter will be mailed to any property owner who remains delinquent for both installments or who is delinquent for
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April 10th only. The purpose of this letter is to further educate the property owner and advise them of a potential foreclosure. Lienholder Letter. At the County’s direction, send a demand letter to the lienholders of loan-defaulted parcels where a Notice of Default has been filed, notifying them of a special tax/assessment delinquency and the loss of their lien position when judicial foreclosure occurs. The purpose of this letter is to educate the lienholders and to spur quick payment of delinquencies in order to protect their interest in the property. Lienholder Research. At the County’s direction, perform detailed search of public records to identify lienholders on non-loan-defaulted parcels. The purpose of this is to allow further communication from the County to educate the lienholders and to spur quick payment of delinquencies in order to protect their interest in the property. Foreclosure Letter. This type of letter is typically sent after the installments for a parcel have been removed from the tax roll. The letter delineates what amount must be paid directly to the County to forestall the turnover of documents to the foreclosure attorney. Tax Roll Removal and Notice. NBS will provide the information required to remove parcels from the tax roll and coordinate with the County Auditor Controller to verify the removal. This step is in preparation of turning the parcels over for foreclosure. Once removed from the tax roll, each property owner will receive one final foreclosure letter indicating the amount due and payment instructions. NBS will file the Notice of Intent to Remove Delinquent Installments and remove such Notice upon payment of the delinquency. Payment Plans. At the County’s discretion, NBS will offer payment plans to property owners in lieu of turning parcels over to the county’s foreclosure counsel. Subsequent Foreclosure Services. NBS will prepare and deliver all information to the County’s foreclosure counsel. We will also continue to supply the County’s counsel with additional information throughout the foreclosure process. We will continue to respond to property owner and County staff phone calls regarding the status of all cases, and will coordinate and audit status reports on a bi-monthly basis from the County’s foreclosure counsel. Toll-Free Phone Number. NBS will provide a toll-free phone number for use by the County, 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. Continuing Disclosure In accordance with the Continuing Disclosure Certificate of the Bonds, NBS will assist to ensure full compliance with the annual disclosure requirement of the SEC Continuing Disclosure Rule 15c2-12. Specifically, NBS will perform the following: Document Review. NBS will review pertinent documents of the Bonds, including the Official Statement and Continuing Disclosure Certificate. We will identify material such as the Consolidated Annual Financial Report and/or other operating data that the County has agreed to provide in the Continuing Disclosure Certificate. Data Collection. NBS will collect the annual financial information and operating data that the County has agreed to provide to the Electronic Municipal market Access system, or EMMA, and the appropriate State Information Depository (SID), if any.
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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 EMMA 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 EMMA and the appropriate SID, as required in the certificate. Action will commence upon notification by the County of the occurrence of any of the events, if deemed by the County 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 Arbitrage Rebate To assist in compliance with the IRS Code and U.S. Treasury Regulations, NBS will provide the following services, at the fees quoted, through the firm of bond Logistix, LLC (“BLX”), the 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 Calculations. Trust statements and/or County 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
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transactions and explore every legally permissible avenue to minimize the rebate liability. Identify outstanding proceeds subject to the rebate requirement, and identify the instruments and yields of the investment vehicles utilized by each fund. Filing Requirement. NBS will coordinate the preparation and filing of the IRS form 8038-T with the payment as required. Review. NBS will review the rebate report with County 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. Fees ______________________________________________________________________ 1915 Act Assessment district Administration Services Annual Administration*………………………………………………………………..$ *Based on 25 districts; base fee of $
district, and per parcel fee of $ parcel.
Prepayment Calculations (each)…………………………………………………………. (Party requesting calculations shall pay) Notice of Special Assessment (per notice)………………………………………………$ (The fee of any Notice of Assessment shall be billed to the party requesting the disclosure form) Revenue and Taxation Code 163 Annual Fee………………………………………………………………………….no charge This information is part of the database used to calculate the annual levy. We routinely send this information to the Counties. Fees for Optional Services _____________________________________________________________________ These fees are only applicable when the service is formally requested by the City. 1915 Act Assessment District Closeout Services PFA 1997 Authority Revenue Bonds (1)………………………Not to Exceed $ 1. Consists of the following underlying 1915 Act Assessment districts: Airport Business Center, Airport Sewer, Larkfield Sewer, South Santa Rosa Avenue, and Vinecrest Road. 2. Fee may be less depending on amount of research required to identify the current Assessor’s Parcel Number for the parcels in the underlying 1915 Act Assessment Districts that mature in 2003/04, 2008/09, and 2009/10, since parcel changes have not been tracked since maturity.
NBS Scope of Services
VI
D-FAST® Online Web Portal Annual Fee…………………………………………………………………………….$ One-Time Setup Fee……………………………………………………………….. Waived Reminder Letters (1) .................................................................................................$ Demand Letters(1)....................................................................................................... Lienholder Letters (1, 2) ............................................................................................. Lienholder Research (Notice of Default Not Filed) ...............................................Hourly Foreclosure Letters ..................................................................................................... Payment Plan Administration .................................................................................... Tax Roll Removal (3, 4) ............................................................................................. Removal of the Notice of Intent to Remove Delinquent Installments (4) .................... Subsequent Foreclosure Fees (4) ............................................................................. All fees are based on a per parcel / per district basis, except as noted below. 1. This fee will be recovered as part of the next levy. 2. Letter is sent to lienholders where public Notice of Default has been filed. Fee reduced to $20 when sent jointly with Demand or Foreclosure Letter to same parcel. 3. This fee includes filing of the "Notice of Intent to Remove Delinquent Installments" but does not include County fees for removal from the tax roll. 4. This fee is per parcel/per district/per year from the initiation of the foreclosure. Continuing Disclosure Annual Report Preparation: Canon Manor Assessment District. ......................................................................$ Eighth Street East Sewer Assessment District .....................................................$ Fees for other bond issues will be determined based on the requirements of each bond's Continuing Disclosure Certificate. Significant Event Notification ....................................................hourly or $
per event
Dissemination Services Report Dissemination (per recipient) ........................................................................$ Significant Event Dissemination (per recipient) ........................................................$ Posting to NBS website ................................................................................No charge Apportionments Apportionments will be performed upon request and paid for by the requesting party at our then current fee structure, as shown below. NBS will apportion the assessment according to the original method of spread, prepare the amended assessment diagram, and record the notice of apportionment and amended diagram per Parts 10 and 10.5 of the Streets and Highways Code.
NBS Scope of Services
VII
Part 10.5 Apportionment Fee (Four parcels or less): ............................................................. $ Apportionment Fee (Five or more parcels): .......................................................... $ (plus $35 per parcel) Recording Fee (each): ............................................................................................... $ Part 10 (In addition to fees shown as Part 10.5 above) Resolutions: .............................................................................................................. $ Meeting Attendance: ................................................................... hourly, plus travel costs* * reasonable and customary travel costs, as needed Arbitrage Rebate Base Fees Commitment Fee: ......................................................................................................$ Report Fee (per report): ........................................................................................... Additional Service Fees Computation Periods in Excess of 18 Months (per year): .............................. $ Commingled Funds Analysis (as appropriate): .................................................. Transferred Proceeds Analysis (as appropriate): .............................................. Variable Rate Issues: ........................................................................................ Annual Fee Increases A cost of living allowance ("COLA") may be applied to the services listed above on October 1 each year, beginning with October 1, 2012. The COLA would be the actual cost of living increase based on the U.S. Department of Labor, Bureau of Labor statistics, Consumer Price Index for all urban consumers for the Northern California counties. Additional Services The following table shows our current hourly rates. Additional services authorized by the County but not included in the scope of services will be billed at this rate or the then applicable hourly rate. Title Director Senior Consultant/Programmer Engineer Consultant Analyst Clerical/Support Expert Witness
Hourly Rate $
TBD; with minimum fee
Title Ho urly Rate
NBS Scope of Services
VIII
Terms Administration and continuing disclosure services will be invoiced at the beginning of each quarter. Assessment District Closeout fees will be invoiced monthly upo,n completion of the task. Expenses will be itemized and included in the next regular invoice. Fees for all other services will be invoiced upon completion of the task. If the project is prematurely terminated by either party, NBS shall receive payment for work completed. Payment shall be made within 30 days of submittal of an invoice. If payment is not received within 90 days simple interest will begin to accrue at the rate of 1.5% per month. Either party can cancel administration contracts with 30 days written notice. Expenses Customary out-of-pocket expenses will be billed to the County at actual cost to NBS. These expenses may include, but not be limited to, mailing fulfillment, postage, reproduction, telephone, travel, meals and various third-party charges for data, maps, and recording fees.
NBS Government Finance Group, DBA NBS
Sonoma County
Mike Rentner
President and CEO Title
NBS Scope of Services
Date
Title
IX
Date
