HomeMy WebLinkAbout2005 CON CDC Structured Finance - Investment Advisory Servicescaoos-oA coc
ORIGINAL
AGREEMENT BY AND BETWEEN THE
COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF NATIONAL CITY AND
STRUCTURED FINANCE CORPORATION OF AMERICA
THIS AGREEMENT is entered into this 9th day of August 2005 by and
between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF
NATIONAL CITY, (the "CDC"), and STRUCTURED FINANCE CORPORATION OF
AMERICA (the "CONTRACTOR").
RECITALS
WHEREAS, the CDC is seeking investment advisory, management and
reporting services for certain existing issuer trust portfolios and the investment of
proceeds from future issuer financings.
WHEREAS, the CDC has determined that the CONTRACTOR is qualified
by experience and ability to perform the services desired by the CDC, and the
CONTRACTOR is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE
AS FOLLOWS:
1. ENGAGEMENT OF CONTRACTOR. The CDC hereby agrees to engage
the CONTRACTOR and the CONTRACTOR hereby agrees to perform the services
hereinafter set forth in accordance with all terms and conditions contained herein.
The CONTRACTOR represents that all services required hereunder will
be performed directly by the CONTRACTOR or under direct supervision of the
CONTRACTOR.
2. SCOPE OF SERVICES. The CONTRACTOR will perform services as set
forth in the attached Attachment A.
The CONTRACTOR shall be responsible for all research and reviews
related to the work and shall not rely on personnel of the CDC for such services, except
as authorized in advance by the CDC. The CONTRACTOR shall appear at meetings
cited in Attachment A to keep staff and the CDC Board advised of the progress on the
project.
The CDC may unilaterally, or upon request from the CONTRACTOR, from
time to time reduce or increase the Scope of Services to be performed by the
CONTRACTOR under this Agreement. Upon doing so, the CDC and the
CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a
corresponding reduction or increase in the compensation associated with said change
in services, not to exceed a factor of 10% from the base amount.
3. PROJECT COORDINATION AND SUPERVISION.
Jeanette Ladrido, Deputy Director of Finance & Administration, hereby is designated as
the Project Coordinator for the CDC and will monitor the progress and execution of this
Agreement. The CONTRACTOR shall assign a single Project Director to provide
supervision and have overall responsibility for the progress and execution of this
Agreement for the CONTRACTOR. John C. Bolan, President, is designated as the
Project Director for the CONTRACTOR.
4. COMPENSATION AND PAYMENT. The compensation for the
CONTRACTOR shall be based on actual work performed but will not exceed $30,000.
Billings shall include labor classifications, respective rates, hours worked and also
materials, if any. The total cost for all work described in Attachment A shall not exceed
the schedule given in Attachment A without prior written authorization from the
Executive Director. An Annual invoice will be processed for payment and remitted
within thirty (30) days from receipt of invoice, provided that work is accomplished
consistent with Attachment A as determined by the CDC.
The CONTRACTOR shall maintain all books, documents, papers,
employee time sheets, accounting records, and other evidence pertaining to costs
incurred and shall make such materials available at its office at all reasonable times
during the term of this Agreement and for three (3) years from the date of final payment
under this Agreement, for inspection by the CDC and for furnishing of copies to the
CDC, if requested.
5. LENGTH OF AGREEMENT. The length of this Agreement shall be
for two years from the date of final execution.
6. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The
Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents
prepared by the CONTRACTOR for this Project, whether paper or electronic, shall
become the property of the CDC for use with respect to this Project, and shall be turned
over to the CDC upon completion of the Project, or any phase thereof, as contemplated
by this Agreement.
Contemporaneously with the transfer of documents, the CONTRACTOR
assigns to the CDC and thereby expressly waives and disclaims, any copyright in, and
the right to reproduce, all written material, drawings, plans, specifications or other work
prepared under this agreement, except upon the CDC's prior authorization regarding
reproduction, which authorization shall not be unreasonably withheld. The
CONTRACTOR shall, upon request of the CDC, execute any further document(s)
necessary to further effectuate this waiver and disclaimer.
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The CONTRACTOR agrees that the CDC may use, reuse, alter,
reproduce, modify, assign, transfer, or in any other way, medium or method utilize the
CONTRACTOR's written work product for the CDC's purposes, and the CONTRACTOR
expressly waives and disclaims any residual rights granted to it by Civil Code Sections
980 through 989 relating to intellectual property and artistic works.
Any modification or reuse by the CDC of documents, drawings or
specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from
liability under Section 14 but only with respect to the effect of the modification or reuse
by the CDC, or for any liability to the CDC should the documents be used by the CDC
for some project other than what was expressly agreed upon within the Scope of this
project, unless otherwise mutually agreed.
7. INDEPENDENT CONTRACTOR. Both parties hereto in the
performance of this Agreement will be acting in an independent capacity and not as
agents, employees, partners or joint venturers with one another. The CONTRACTOR
is not an employee of the CDC and is not entitled to any of the rights, benefits, or
privileges of the CDC's employees, including but not limited to medical, unemployment,
or workers' compensation insurance.
This Agreement contemplates the personal services of the
CONTRACTOR and the CONTRACTOR's employees, and it is recognized by the
parties that a substantial inducement to the CDC for entering into this Agreement was,
and is, the professional reputation and competence of the CONTRACTOR and its
employees. Neither this Agreement nor any interest herein may be assigned by the
CONTRACTOR without the prior written consent of the CDC. Nothing herein contained
is intended to prevent the CONTRACTOR from employing or hiring as many
employees, or subcontractors, as the CONTRACTOR may deem necessary for the
proper and efficient performance of this Agreement. All agreements by CONTRACTOR
with its subcontractor(s) shall require the subcontractor to adhere to the applicable
terms of this Agreement.
8. CONTROL. Neither the CDC nor its officers, agents or employees
shall have any control over the conduct of the CONTRACTOR or any of the
CONTRACTOR's employees except as herein set forth, and the CONTRACTOR
expressly agrees not to represent that the CONTRACTOR or the CONTRACTOR's
agents, servants, or employees are in any manner agents, servants or employees of
the CDC, it being understood that the CONTRACTOR, its agents, servants, and
employees are as to the CDC wholly independent contractors and that the CONTRAC-
TOR's obligations to the CDC are solely such as are prescribed by this Agreement.
9. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in
the performance of the services to be provided herein, shall comply with all applicable
State and Federal statutes and regulations, and all applicable ordinances, rules and
regulations of the City of National City, whether now in force or subsequently enacted.
The CONTRACTOR, and each of its subcontractors, shall obtain and maintain a current
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City of National City business license prior to and during performance of any work
within the CDC.
10. LICENSES, PERMITS, ETC. The CONTRACTOR represents and
covenants that it has all licenses, permits, qualifications, and approvals of whatever
nature that are legally required to practice its profession. The CONTRACTOR
represents and covenants that the CONTRACTOR shall, at its sole cost and expense,
keep in effect at all times during the term of this Agreement, any license, permit, or
approval which is legally required for the CONTRACTOR to practice its profession.
11. STANDARD OF CARE.
A. The CONTRACTOR, in performing any services under this
Agreement, shall perform in a manner consistent with that level of care and skill
ordinarily exercised by members of the profession currently practicing under similar
conditions and in similar locations. The CDC expects that the CONTRACTOR shall
take all special precautions necessary to protect the CONTRACTOR's employees and
members of the public from risk of harm arising out of the nature of the work and/or the
conditions of the work site.
B. The CONTRACTOR warrants to the CDC that it is not now, nor has
it been for the five (5) years preceding, involved in arbitration or litigation concerning the
CONTRACTOR's professional performance or the furnishing of materials or services
relating thereto.
C. The CONTRACTOR is responsible for identifying any unique
products, treatments, processes or materials whose availability is critical to the success
of the project the CONTRACTOR has been retained to perform, within the time
requirements of the CDC, or, when no time is specified, then within a commercially
reasonable time. Accordingly, unless the CONTRACTOR has notified the CDC
otherwise, the CONTRACTOR warrants that all products, materials, processes or
treatments identified in the project documents prepared for the CDC are reasonably
commercially available. Any failure by the CONTRACTOR to use due diligence under
this sub -paragraph will render the CONTRACTOR liable to the CDC for any increased
costs that result from the CDC's later inability to obtain the specified items or any
reasonable substitute within a price range that allows for project completion in the time
frame specified or, when not specified, then within a commercially reasonable time.
12. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR will
not discriminate against any employee or applicant for employment because of age,
race, color, ancestry, religion, sex, sexual orientation, marital status, national origin,
physical handicap, or medical condition. The CONTRACTOR will take positive action to
insure that applicants are employed without regard to their age, race, color, ancestry,
religion, sex, sexual orientation, marital status, national origin, physical handicap, or
medical condition. Such action shall include but not be limited to the following:
employment, upgrading, demotion, transfer, recruitment or recruitment advertising,
layoff or termination, rates of pay or other forms of compensation, and selection for
training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous
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places available to employees and applicants for employment any notices provided by
the CDC setting forth the provisions of this non-discrimination clause.
13. CONFIDENTIAL INFORMATION. The CDC may from time to time
communicate to the CONTRACTOR certain confidential information to enable the
CONTRACTOR to effectively perform the services to be provided herein. The
CONTRACTOR shall treat all such information as confidential and shall not disclose
any part thereof without the prior written consent of the CDC. The CONTRACTOR shall
limit the use and circulation of such information, even within its own organization, to the
extent necessary to perform the services to be provided herein. The foregoing
obligation of this Section 13, however, shall not apply to any part of the information that
(i) has been disclosed in publicly available sources of information; (ii) is, through no
fault of the CONTRACTOR, hereafter disclosed in publicly available sources of
information; (iii) is already in the possession of the CONTRACTOR without any
obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the
CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof
has been or is rightfully authorized by that third party.
The CONTRACTOR shall not disclose any reports, recommendations,
conclusions or other results of the services or the existence of the subject matter of this
Agreement without the prior written consent of the CDC. In its performance hereunder,
the CONTRACTOR shall comply with all legal obligations it may now or hereafter have
respecting the information or other property of any other person, firm or corporation.
CONTRACTOR shall be liable to CDC for any damages caused by breach
of this condition, pursuant to the provisions of Section 14.
14. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR
agrees to indemnify, defend, and hold harmless the CDC, the City of National City, and
their officers, employees and volunteers, against and from any and all liability, loss,
damages to property, injuries to, or death of any person or persons, and all claims,
demands, suits, actions, proceedings, costs or attorneys' fees, of any kind or nature,
including workers' compensation claims, of or by anyone whomsoever, in any way
resulting from or arising out of the CONTRACTOR's performance of this Agreement.
15. WORKERS' COMPENSATION. The CONTRACTOR shall comply
with all of the provisions of the Workers' Compensation Insurance and Safety Acts of
the State of California, the applicable provisions of Division 4 and 5 of the California
Government Code and all amendments thereto; and all similar state or Federal acts or
laws applicable; and shall indemnify, defend and hold harmless the CDC and its
officers, employees and volunteers from and against all claims, demands, payments,
suits, actions, proceedings and judgments of every nature and description, including
attomey's fees and costs presented, brought or recovered against the CDC or its
officers, employees, or volunteers, for or on account of any liability under any of said
acts which may be incurred by reason of any work to be performed by the
CONTRACTOR under this Agreement.
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16. INSURANCE. The CONTRACTOR, at its sole cost and expense,
shall purchase and maintain, and shall require its subcontractors, when applicable, to
purchase and maintain throughout the term of this agreement, the following insurance
policies:
❑ A. If checked, Professional Liability Insurance (errors and omissions)
with minimum limits of $1,000,000 per occurrence.
❑ B. Automobile insurance covering all bodily injury and property
damage incurred during the performance of this Agreement, with a minimum coverage
of, $1,000,000 combined single limit per accident. Such automobile insurance shall
include non -owned vehicles.
❑ C. Comprehensive general liability insurance, with minimum limits of
$1,000,000 combined single limit per occurrence, covering all bodily injury and property
damage arising out of its operation under this Agreement.
❑ D. Workers' Compensation Insurance covering all of its employees
and volunteers.
❑ E. The aforesaid policies shall constitute primary insurance as to the
CDC, its officers, employees, and volunteers, so that any other policies held by the
CDC shall not contribute to any loss under said insurance. Said policies shall provide
for thirty (30) days prior written notice to the CDC of cancellation or material change.
❑ F. Said policies, except for the professional liability and worker's
compensation policies, shall name the CDC and its officers, agents and employees as
additional insureds.
LI G. If required insurance coverage is provided on a "claims made"
rather than "occurrence" form, the CONTRACTOR shall maintain such insurance
coverage for three years after expiration of the term (and any extensions) of this Agree-
ment.
❑ H. Any aggregate insurance limits must apply solely to this Agree-
ment.
❑ I. Insurance shall be written with only California admitted companies
which hold a current policy holder's alphabetic and financial size category rating of not
less than A VIII according to the current Best's Key Rating Guide, or a company equal
financial stability that is approved by the CDC's Risk Manager.
❑ J. This Agreement shall not take effect until certificate(s) or other
sufficient proof that these insurance provisions have been complied with, are filed with
and approved by the CDC's Risk Manager. If the CONTRACTOR does not keep all of
such insurance policies in full force and effect at all times during the terms of this
Agreement, the CDC may elect to treat the failure to maintain the requisite insurance as
a breach of this Agreement and terminate the Agreement as provided herein.
17. LEGAL FEES. If any party brings a suit or action against the other
party arising from any breach of any of the covenants or agreements or any
inaccuracies in any of the representations and warranties on the part of the other party
arising out of this Agreement, then in that event, the prevailing party in such action or
dispute, whether by final judgment or out -of -court settlement, shall be entitled to have
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and recover of and from the other party all costs and expenses of suit, including
attorneys' fees.
For purposes of determining who is to be considered the prevailing party,
it is stipulated that attorney's fees incurred in the prosecution or defense of the action or
suit shall not be considered in determining the amount of the judgment or award.
Attorney's fees to the prevailing partyif other than the CDC shall, in addition, be limited
to the amount of attorney's fees incurred by the CDC in its prosecution or defense of
the action, irrespective of the actual amount of attorney's fees incurred by the prevailing
party.
18. MEDIATION/ARBITRATION. If a dispute arises out of or relates to
this Agreement, or the breach thereof, the parties agree first to try, in good faith, to
settle the dispute by mediation in San Diego, California, in accordance with the
Commercial Mediation Rules of the American Arbitration Association (the "AAA") before
resorting to arbitration. The costs of mediation shall be borne equally by the parties.
Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof,
which is not resolved by mediation shall be settled by arbitration in San Diego,
California, in accordance with the Commercial Arbitration Rules of the AAA then
existing. Any award rendered shall be final and conclusive upon the parties, and a
judgment thereon may be entered in any court having jurisdiction over the subject
matter of the controversy. The expenses of the arbitration shall be borne equally by the
parties to the arbitration, provided that each party shall pay for and bear the costs of its
own experts, evidence and attorneys' fees, except that the arbitrator may assess such
expenses or any part thereof against a specified party as part of the arbitration award.
19. TERMINATION. A. This Agreement may be terminated with or
without cause by the CDC. Termination without cause shall be effective only upon 60-
day written notice to the CONTRACTOR. During said 60-day period the
CONTRACTOR shall perform all services in accordance with this Agreement.
B. This Agreement may also be terminated immediately by the CDC
for cause in the event of a material breach of this Agreement, misrepresentation by the
CONTRACTOR in connection with the formation of this Agreement or the performance
of services, or the failure to perform services as directed by the CDC.
C. Termination with or without cause shall be effected by delivery of
written Notice of Termination to the CONTRACTOR as provided for herein.
D. In the event of termination, all finished or unfinished Memoranda
Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the
CONTRACTOR, whether paper or electronic, shall immediately become the property of
and be delivered to the CDC, and the CONTRACTOR shall be entitled to receive just
and equitable compensation for any work satisfactorily completed on such documents
and other materials up to the effective date of the Notice of Termination, not to exceed
the amounts payable hereunder, and less any damages caused the CDC by the
CONTRACTOR's breach, if any. Thereafter, ownership of said written material shall
vest in the CDC all rights set forth in Section 6.
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E. The CDC further reserves the right to immediately terminate this
Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR;
(2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business
reorganization, change in business name or change in business status of the
CONTRACTOR.
20. NOTICES. All notices or other communications required or
permitted hereunder shall be in writing, and shall be personally delivered; or sent by
overnight mail (Federal Express or the like); or sent by registered or certified mail,
postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or
telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall
be deemed received upon the earlier of (i) if personally delivered, the date of delivery to
the address of the person to receive such notice, (ii) if sent by overnight mail, the
business day following its deposit in such overnight mail facility, (iii) if mailed by
registered, certified or ordinary mail, five (5) days (ten (10) days if the address is
outside the State of California) after the date of deposit in a post office, mailbox, mail
chute, or other like facility regularly maintained by the United States Postal Service, (iv)
if given by telegraph or cable, when delivered to the telegraph company with charges
prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice,
request, demand, direction or other communication delivered or sent as specified above
shall be directed to the following persons:
To the CDC:
Benjamin Martinez, Executive Director
Community Development Commission of the City of National City
140 East 12th Street, Suite B
National City, CA 91950-3312
To the CONTRACTOR:
John C. Bolan, President
Structured Finance Corporation of America
17011 Beach Blvd, 9th Floor
Huntington Beach, CA 92647
Notice of change of address shall be given by written notice in the manner
specified in this Section. Rejection or other refusal to accept or the inability to deliver
because of changed address of which no notice was given shall be deemed to
constitute receipt of the notice, demand, request or communication sent. Any notice,
request, demand, direction or other communication sent by cable, telex, telecopy,
facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or
delivered as specified in this Section.
21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT
OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not
perform services of any kind for any person or entity whose interests conflict in any way
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with those of the CDC. The CONTRACTOR also agrees not to specify any product,
treatment, process or material for the project in which the CONTRACTOR has a
material financial interest, either direct or indirect, without first notifying the CDC of that
fact. The CONTRACTOR shall at all times comply with the terms of the Political
Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall
immediately disqualify itself and shall not use its official position to influence in any way
any matter coming before the CDC in which the CONTRACTOR has a financial interest
as defined in Government Code Section 87103. The CONTRACTOR represents that it
has no knowledge of any financial interests that would require it to disqualify itself from
any matter on which it might perform services for the CDC.
❑ If checked, the CONTRACTOR shall comply with all of the
reporting requirements of the Political Reform Act and the National City Conflict of
Interest Code. Specifically, the CONTRACTOR shall file a Statement of Economic
Interests with the City Clerk of the City of National City in a timely manner on forms
which the CONTRACTOR shall obtain from the City Clerk.
The CONTRACTOR shall be strictly liable to the CDC for all damages,
costs or expenses the CDC may suffer by virtue of any violation of this Paragraph 21 by
the CONTRACTOR.
22. MISCELLANEOUS PROVISIONS.
A. Computation of Time Periods. If any date or time period provided
for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday,
then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next
day which is not a Saturday, Sunday or federal, state or legal holiday.
B. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which, together, shall
constitute but one and the same instrument.
C. Captions. Any captions to, or headings of, the sections or
subsections of this Agreement are solely for the convenience of the parties hereto, are
not a part of this Agreement, and shall not be used for the interpretation or
determination of the validity of this Agreement or any provision hereof.
D. No Obligations to Third Parties. Except as otherwise expressly
provided herein, the execution and delivery of this Agreement shall not be deemed to
confer any rights upon, or obligate any of the parties hereto, to any person or entity
other than the parties hereto.
E. Exhibits and Schedules. The Exhibits and Schedules attached
hereto are hereby incorporated herein by this reference for all purposes.
F. Amendment to this Agreement. The terms of this Agreement may
not be modified or amended except by an instrument in writing executed by each of the
parties hereto.
G. Waiver. The waiver or failure to enforce any provision of this
Agreement shall not operate as a waiver of any future breach of any such provision or
any other provision hereof.
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H. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
I. Entire Agreement. This Agreement supersedes any prior agree-
ments, negotiations and communications, oral or written, and contains the entire
agreement between the parties as to the subject matter hereof. No subsequent
agreement, representation, or promise made by either party hereto, or by or to an
employee, officer, agent or representative of any party hereto shall be of any effect
unless it is in writing and executed by the party to be bound thereby.
J. Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the successors and assigns of the parties hereto.
K. Construction. The parties acknowledge and agree that (i) each
party is of equal bargaining strength, (ii) each party has actively participated in the
drafting, preparation and negotiation of this Agreement, (iii) each such party has
consulted with or has had the opportunity to consult with its own, independent counsel
and such other professional advisors as such party has deemed appropriate, relative to
any and all matters contemplated under this Agreement, (iv) each party and such
parry's counsel and advisors have reviewed this Agreement, (v) each party has agreed
to enter into this Agreement following such review and the rendering of such advice,
and (vi) any rule or construction to the effect that ambiguities are to be resolved against
the drafting party shall not apply in the interpretation of this Agreement, or any portions
hereof, or any amendments hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date and year first above written.
COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF
NATIONAL CITY
By:
Benjamin Martinez
Executive Director, CDC
APPROVED AS TO FORM:
George H.�Eiser, III
CDC Legal Counsel
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STRUCTURED FINANCE
CORPORATION OF AMERICA
(Signatures of two officers required for a
corporation)
By: C
John C. Bolan
President
By: ejtL %� c
(Name)' f/3,�e,-f ni` 6 cc�
v !CE= f(' sick,r7`
(Title)
Revised 5/99
STRUCTUREd FINANCE CORPORATION Of AMERICA
July 28, 2005
Benjamin A. Martinez
Interim 4xecutive Director
Community Development Commission of the City of National City
140 East 12th Street, Suite B
National City, CA 91950
Dear Mr. Martinez:
We accept the Commission's appointment for Investment Advisory Services. Our
services will include, but not be limited to, the following:
• Determining the requirements as to type of eligible providers such as banks,
insurance companies and primary dealers.
• Determining the minimum credit standards such as minimum ratings, downgrade
provisions and collateral requirements.
• Consulting with clients and their bond counsel as to investment criteria, if higher
than those in the documents.
• Discussing various Guaranteed Investment Contract (MC) structures available in
regard to the overall safety, liquidity and yield and presenting clients a list of
eligible providers and soliciting approval of proposed bidders.
• Preparing the Request For Proposal and seeking the concurrence of clients and
their bond counsels and trustees as to provisions, clearly stating the low
negotiated fees to be paid by provider.
• Conducting the bidding process in accordance with clients bond counsels
interpretation of the "three bid rule."
• Receiving via telephone the resulting bids and communicating the bids so that the
client may select the winning bid.
• Preparing a confirmation fetter to be signed by the clients and their trustees
restating the basic terms of the contract.
• Coordinating the finalization of the contract with the providers counsel, clients
bond counsel and trustees counsel.
Attachment "A"
)1 1 Bowl/ Blvd., Suile 900, HuwrinWTon BEAch, CA 92647 • TElephoedc (714) 375-6654 • FAx (714) 575.6699
Please feel free to contact me if you have any questions.
Sincerely,
C. Bolan, President/CEO
Structured Finance Corporation of America
7. Fees and Expenses
Construction Accounts:
Not to exceed four (4) basis points of the amount invested. In terms of dollars, our fees equate to $400 per $1
million invested.
Debt Service Reserve and Capitalized Interest Funds:
Not to exceed four (4) basis points of the amount invested. In terms of dollars, our fees equate to $400 per $1
million invested.
We estimate that annual hours required would be approximately 200; and based upon that estimate we would
propose an annual fee cap of $30,00X). However, we will invoice the CDC for hourly work only for work
actually performed. With respect to work performed on an hourly basis, please refer to the infonnation
provided below.
RATES:
Structured Finance Corporation of America is committed to providing efficient and cost effective
professional services. Our charges are on a time and expense basis, unless otherwise stated.
LABOR CIIARGES:
President $ 150.00/hour
Senior Vice President $150.00/hour
Analyst .$120.00/hour
Secretary $60.00/hour
EXPENSE CHARGES:
All direct projects related expenses would be charged. Direct expenses include travel, telephone
calls, postage, copying materials, sub -consultants, (if any), and related costs as needed.
8. Other Information
Within the past few months we had the opportunity to serve the CDC in connection with the
termination of two interest rate locks and two swaps. Structured Finance successfully priced and
negotiated favorable termination payments on behalf of the CDC. Our efforts yielded the CDC
approximately $150,000 above the payment offers of the counterparties.
•
Client#: 78218
STRUFIN
ACORD. CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
09/29/05
PRODUCER
HRH -Professional Practice
Insurance Brokers, Inc.
2030 Main Street, Suite 350
Irvine, CA 92614-7248
RECEIVED
3 0 2005
INSURED
Structured Finance Corp of AmeTfEi
17011 Beath Blvd., 9th Floor Community
Huntington Beach, CA 9264 a lopmentCommission
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
NAIC N
INSURER A AIG
INSURER B.
INSURER C.
INSURER D.
INSURER E.
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTI IER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
1NSR
LTR
ADD'L
NSRF
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
D/
DATE (MM/DYY)
POLICY EXPIRATION
DATE IMMIDDry1)
LIMITS
GENERAL
LIABILITY
COMMERCIAL GENERAL LIABILI IT
EACH OCCURRENCE
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—
DAMAGE TO RENTED
PREMISES (Ea ocarrance1
S
CLAIMS MADE I } OCCUR
MED EXP (Any one person)
S
PERSONAL A ADV INJURY
S
GENERAL AGGREGATE
S
GEN1
AGGREGATE LIMIT APPLIES PER.
POLICY 7 JECT PRO- F.
LOC;
PRODUC IS - COMP/OP AGG
S
—1
AUTOMOBILE
LIABILITY
ANY AUTO
ALI OWNED AUTOS—
SCHEDULED AUTOS
HIRED AUTOS
NON -OWNED AUTOS
COMBINED SINGLE LIMI I
ILO accident)
BODILY INJURY
(Perperson)
_
BODILY INJURY
(Per occident)
S
PROPERTY DAMAGE
(Per a cMdent)
S
GARAGE
LIABILITY
ANY AUTO
AUTO ONLY • EA ACCIDENT
S
_1
OTHER T}IAN EA ACC
5
AUTO ONLY: AGG
S
EXCESS/UMBRELLA
LIABILITY
OCCUR [-I CLAIMS MADE
EACH OCCURRENCE
$
AGGREGATE
S
DEDUCTIBLE
RETENTION S
S
S
S
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
ANY PROPRIETORJPARTNERILXECU I IVE
OFFICER/ ME .2ER GXCI IInED2
If yes. describe under
SPECIAI PROVISIONS below
WC S
TOKY LLIMIIMBT- OS ER
E.L. EACI I ACCIDENT
S
E,L. CISEASE - LA EMPLOYEE
S
E.L. DISEASE - POI ICY LIMI I
S
A
OTHER Professional
Liability Policy
004940689
10/01/05
10/01/06
$1,000,000 Per Claim
$1,000,000 Aggregate
Retro Date: 10/1/2005
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
EVIDENCE OF COVERAGE ONLY.
"10-DAY NOTICE OF CANCELLATION FOR NON-PAYMENT OF PREMIUM.
CERTIFICATE HOLDER
CANCELLATION
Community Development Commission
of the City of National City
140 East 12th Street, Suite B
National City, CA 91950-3312
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL _ 3D' 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 REPRES
E
ACORD 25 (2001/08) 1 of 2
#336383
YQS
o ACORD CORPORATION 1988