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HomeMy WebLinkAbout2008 CON CDC Urban Futures - Financial Consultant ServicesAGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND URBAN FUTURES, INC. THIS AGREEMENT is entered into this 19th day of August, 2008, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY, a community development commission (the "CDC"), and URBAN FUTURES, INC, (CONSULTANT"). RECITALS WHEREAS, the CDC desires to employ a CONSULTANT to provide a redevelopment fiscal and implementation, bond continuing disclosure services and as -needed assistance related to redevelopment projects for the period until June 30, 2009; WHEREAS, the CDC has determined that the CONSULTANT is a municipal and redevelopment agency consultant and is qualified by experience and ability to perform the services desired by the CDC, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR/CONSULTANT (CHOOSE ONEI. The CDC hereby agrees to engage the CONSULTANT and the CONSULTANT hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services required hereunder will be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A". The CONSULTANT 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 CONSULTANT shall appear at meetings cited in Exhibit "A" to keep staff and City Council advised of the progress on the project. The CDC may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CDC and the CONSULTANT 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. Patricia Beard hereby is designated as the Project Coordinator for the CDC and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign three Project Directors to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Michael P. Busch is designated as the Project Director for the CONSULTANT's redevelopment fiscal and implementation services; Jennifer Helbock is designated as the Project Director for the CONSULTANT's bond continuing disclosure services; and Steven H. Dukett is designated as the Project Director for the CONSULTANT's as -needed assistance related to redevelopment projects services. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings for redevelopment services shall include labor classifications, respective rates, hours worked and also materials, if any. Continuing disclosure billings shall be billed once annually at the completion of the annual report applicable to the bond issue. The amount of annual report fees and bond issue description will be included on the invoice for continuing disclosure services. The total cost for all work described in Exhibit "A" shall not exceed $84,700 (the Base amount) without prior written authorization from the Executive Director. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A" as determined by the CDC. The CONSULTANT 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. ACCEPTABILITY OF WORK. The CDC shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement and the amount of compensation due. In the event the CONSULTANT and the CDC cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CDC or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CDC shall each prepare a report which supports their position and file the same with the other party. The CDC shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 6. LENGTH OF AGREEMENT. Completion dates or time durations for specific portions of the Project are set forth in Exhibit "A". 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. All reports, studies, findings and other documents prepared by the CONSULTANT for this Project, both paper and 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 CONSULTANT hereby assigns to the CDC and CONSULTANT 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 CONSULTANT shall, upon request of the CDC, execute any further document(s) necessary to further effectuate this waiver and disclaimer. 2 CDC's Standard Agreement — June 2008 revision The CONSULTANT agrees that the CDC may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium or method utilize the CONSULTANT's written work product for the CDC's purposes, and the CONSULTANT 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 CONSULTANT shall relieve the CONSULTANT 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. 8. INDEPENDENT CONSULTANT. 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. Neither the CONSULTANT nor the CONSULTANT'S employees are employee of the CDC and are not entitled to any of the rights, benefits, or privileges of the CDC's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'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 CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CDC. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or sub -consultants, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its sub-consultant(s) shall require the sub -consultant to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CDC nor its officers, agents or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT's employees except as herein set forth, and the CONSULTANT expressly agrees not to represent that the CONSULTANT or the CONSULTANT's agents, servants, or employees are in any manner agents, servants or employees of the CDC, it being understood that the CONSULTANT, its agents, servants, and employees are as to the CDC wholly independent CONSULTANTs and that the CONSULTANT's obligations to the CDC are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, 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 CONSULTANT, and each of its subCONSULTANTs, shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the 3 CDC's Standard Agreement — June 2008 revision term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, 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 CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'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. Unless disclosed in writing prior to the date of this agreement, the CONSULTANT warrants to the CDC that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT's professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT 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 CONSULTANT has notified the CDC otherwise, the CONSULTANT 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 CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT 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. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall 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 CONSULTANT 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 CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CDC setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CDC may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CDC. The CONSULTANT 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 14, 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 CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a 4 CDC's Standard Agreement — June 2008 revision third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT 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 CONSULTANT 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. CONSULTANT shall be liable to CDC for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the Community Development Commission of the City of National City, its officers and employees, against and from any and all liability, Toss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT's negligent performance of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT 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, and hold harmless the CDC and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense 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 CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its subCONSULTANTs, 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 owned, non - owned, and hired vehicles f-!any-att4e4r-- C. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CDC. Said endorsement shall be provided prior to commencement of work under this Agreement. 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 5 CDC's Standard Agreement — June 2008 revision The CONSULTANT 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 CONSULTANT 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. CONSULTANT shall be liable to CDC for any damages caused by breach of this condition. pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the Community Development Commission of the City of National City. Its officers and employees, against and from any and all Nobility, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANTS negligent performance of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT 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 indemnity, and hold harmless the CDC and its officers, and employees from and against all claims, demands. payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attomey's fees and defense costs presented, brought or recovered against the CDC or its officers, employees, or volunteers, for or on account of any liability under any of saki acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its subCONSULTANTs, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance poNdes: ® 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 owned, non - owned. and hired vehicles, C. Commercial general liability insurance, with mtnknum limits of $1,000,000 per occurence/$2,000,000 aggregate, covering all bodily Injury and property damage arising out of its operations under this Agreement. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CDC. Said endorsement shall be provided prior to commencement of work under this Agreement. E. The aforesaid policies shah 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. 5 coo'. sueu..a Agnid n.n1 - Are 200/ erotism contribute to any Toss 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 workers' compensation policies, shall name the CDC and its officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. nt. 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 National City Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. 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 National City Risk Manager. If the CONSULTANT 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. K. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CDC. 18. 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 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 party if 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. 19. 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, 6 CDC's Standard Agreement — June 2008 revision F. Said policies, except for the professional gebllity and workers' compensation policies, shall name the CDC and its officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form. the CONSULTANT shall maintain such insurance coverage tor three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro- date must be on or before the date of this Agreement. 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 Bears Key Rating Guide, or a company equal financial stability that is approved by the National City Risk Manager. In the went coverage is provided by non -admitted -surplus lines" carriers, they must be included on the most recent California lief of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been compled with, are filed with and approved by the National City Risk Manager. If the CONSULTANT does not keep ail of such insurance policies in fug 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. K. Al deductibles and self -insured retentions in excess of 810,000 must be disclosed to and approved by the CDC. 18. 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. shag be entitled to have 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 attomey'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 tees to the prevailing parry if other than the CDC shag, in adds ion, be limited to the amount of attomey's fees incurred by the CDC in its prosecution or defense of the action, irrespective of the actual amount of attorneys fees incurred by the prevailing party. 19. farjaalenalltaBATEM. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith. 10 settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA's before resorting to arbitration. The costs of mediation shag be bonne 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 MA 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 shag pay for and bear the costs of its own experts, evidence and attorneys' fees, except that to arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 6 cocti -Jura 20011 ,w,am 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. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CDC. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CDC, and the CONSULTANT 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 Tess any damages caused the CDC by the CONSULTANT's breach, if any. Thereafter, ownership of said written material shall vest in the CDC all rights set forth in Section 7. E. The CDC further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. 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 CDC: To CONSULTANT: Brad Raulston Executive Director Community Development Commission of the City of National City 1243 National City Boulevard National City, CA 91950-4301 Marshall F. Linn President Urban Futures, Inc. 7 CDC's Standard Agreement — June 2008 revision 3111 N. Tustin Street, Suite 230 Orange CA 92865-1753 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. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the CDC. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CDC of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT 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 CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT 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. 0 If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT 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 CONSULTANT shall obtain from the City Clerk. The CONSULTANT 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 22 by the CONSULTANT. 23. 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. 8 CDC's Standard Agreement - June 2008 revision 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. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 1. Entire Agreement. This Agreement supersedes any prior agreements, 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 party'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 COMMISSION OF THEOF NATIONAL CITY B Ron Morrison, Chairrri APPROVED AS TO FORM: f) George H. Eiser, III Legal Counsel DEVELOPMENT URBAN FUTURES. INC. (Corporation — signatures of two corporate officers) (Partnership — one signature) (Sole proprietorship — one signature) By: Marshall F. Linn, Prefdent By: Marshall F. Linn, Secretary 9 CDC's Standard Agreement — June 2008 revision EXHIBIT "A" PROFESSIONAL SERVICES PROPOSAL The City of National City ("City") and the Community Development Commission of the City of National City ("CDC") requires expert professional services to provide: 1. A comprehensive redevelopment fiscal and implementation performance review, 2. Continuing disclosure services with respect to the City's and CDC's bond issues; and 3. On -call and as needed development project related services. Urban Futures, Inc. ("UFI) proposes to provide the needed services in the manner, within the schedules and at the costs described below. SCOPE OF SERVICES I. COMPREHENSIVE REDEVELOPMENT FISCAL AND IMPLEMENTATION PERFORMANCE ANALYSIS In order to accomplish the comprehensive redevelopment fiscal and implementation performance analysis component of the scope of services, UFI will initially review all appropriate and pertinent background data, which will include, but may not be limited to: • Current Fiscal Year Budget (Operating, Capital and Debt Service); • Revenue and Expenditure Forecasts/Trend Data; • Redevelopment Plan Financial and Time Limits; • Local and Regional Economic Forecasts; • Existing Tax Increment Pass Through Agreements; • Financial and Investment Policies and Practices; • Debt Profile (bonded and from the City); • Performance Goals and Objectives; • Current Redevelopment Implementation Plan; • Project Area Familiarization Survey; • Development Projections (current and forecasted); and • Organization and Management (e.g., structure, operating relationships [i.e., hierarchical function placement] and staffing allocations). Once the background review has been accomplished and the analysis work completed, UFI will present its findings and recommendation in the following key areas: • Fiscal Opportunities; and • Implementation Performance. The Fiscal Opportunities component will effectively serve as a comprehensive fiscal "check-up" for the CDC. Among other things, it will confirm the CDC's current fiscal condition and recommend a strategy for the most effective use of the CDC's monetary resources. This will include a three-year revenue and expenditure trend projection and National City PSA Exhibit A Page 2 recommendations for maximizing the CDC's ability to obtain debt financing for its development project opportunities. Based on the analysis of the CDC's redevelopment plan financial and time limits, UFI will recommend available options to optimize the receipt and utilization of its tax increment revenues. UFI will also include the results of the analysis of the specific loan terms and circumstances (i.e., notes, resolutions, staff reports, financial records, etc.) with respect to the CDC's pool of City loans and recommend available options to feasibly repay them while simultaneously maintaining the CDC's ability to accomplish its primary redevelopment responsibilities related to blight elimination, economic development and the provision of affordable housing. The Implementation Performance component will effectively serve as a comprehensive organizational and management "check-up" for the CDC. It will confirm the CDC's organization and management structure, operating relationships and staffing allocations and will include UFI's recommendations for best practices for maximizing the CDC's operating capabilities through effective organizational structure and staffing allocations. This is intended to enhance the CDC's efforts toward removing blight within its redevelopment areas as well as promoting economic development, community development, job creation and affordable housing projects and programs. UFI will be pleased to present the results of the redevelopment fiscal and implementation performance analysis to the CDC at one of its meetings or workshops. II. CONTINUING DISCLOSURE SERVICES Rule 15c2-12 Compliance: In 1989 the Securities Exchange Commission (SEC) adopted Rule 15c2-12 to improve disclosure practices in the municipal marketplace. Amendments were subsequently made to increase the amount of reliable information in the secondary market. These amendments now require National City, and other issuers to provide continuing disclosure throughout the life their bond issues. According to Rule 15c2-12, Issuers must: 1. Annually: File disclosure and operating information with national and state repositories; and 2. As significant events occur: Prepare and file announcements of the events as identified in the Rule (i.e. defeasances, rating changes and payment defaults). As the City's and CDC's Continuing Disclosure Agent, UFI will assume the lead and ensure that the CDC meets all of its disclosure obligations as a bond issuer and meets all necessary requirements. We realize that every client is unique and as such, each client has unique continuing disclosure needs. We do not merely prepare the required reports; we follow the steps as outlined in "Best Practices in Disclosure" and create a custom reporting program to best meet the disclosure obligations of the issuer and to disseminate information to the investors. National City PSA Exhibit A Page 3 Rule 10b-5 Compliance: The CDC's full compliance with Rule 15c2-12 also means that it must also adhere to Rule 10b-5, which requires that an issuer, "in providing such annual list, (1) be accurate, and (2) not omit any material information." The evaluation of "material information" requires proficiency and working knowledge of public finance analysis, bond issuer credit package analysis/ratings, the secondary market and anything that may affect the value of your bond. In other words, the issuer is expected to prepare that annual disclosure report with the same standard of due diligence that goes into the preparation of the Official Statement. Urban Futures is considered an expert in disclosure and credit matters pertaining to the nature of the bond industry and financings. Benefits: Continuing Disclosure is beneficial to issuers and investors. Making disclosure information more accessible helps to improve the efficiency of the municipal market and can lower borrowing costs by improving liquidity of an issuer's bonds. The liquidity of a security may be enhanced if it is demonstrated to potential investors that the issuer is willing to provide reliable continuing information on a timely basis. As a result, investors are more likely to accept a lower interest rate at the time of issuance and the issuer may benefit from substantial interest cost savings. Online Publication: As mentioned before, issuers are required to file certain financial information and operating data with national and state repositories each year. This current system allows investors to obtain, for a fee, the issuers annual reports from the nationally recognized information repositories. In the spirit of Rule 15c2-12(b), UFI has taken the disseminating requirements and gone a step further. In that regard, UFI sends the annual report to each of the Nationally Recognized Municipal Securities Information Repositories and also publishes the report on our website (www.ufidisclosure.com). Bondholders and investors often visit our website to quickly collect the latest disclosure information. Our online publication system is free, user friendly and open to the public. Investors, analysts, and regulatory agencies have all applauded the use of government websites for the purpose of disclosure. The Securities and Exchange Commission has embraced Internet -based disclosure for its ability to promote transparency, liquidity, and efficiency in the capital markets. The Government Finance Officers Association recently adopted a new recommended practice encouraging its members to use their web sites for disclosure purposes. The consistent availability of complete and timely disclosure information can enhance the secondary market liquidity of an issuer's bonds, making them more attractive to investors. The City's and CDC's investors will avoid the fees charged by the repositories for obtaining the reports. Such fees currently average between $25 and $50 per report. National City PSA Exhibit A Page 4 Disclosure Track: UFI uses a custom database to track the reporting requirement of its clients. Disclosure Track was created with continuing disclosure in mind. This powerful management information system is used to maintain all relevant data pertaining to your Continuing Disclosure Agreements, such as issue name, issue description, issue purpose, reporting due date, trustee contact information and issuer contact information. Disclosure Track can easily merge and print information request letters and significant event notices. Dissemination Agent: With UFI serving as the City's and CDC's Dissemination and Continuing Disclosure Agent services, the City and CDC will eliminate the fees currently being charged by outside parties to post the annual reports with the nationally recognized repositories. These fees charged by the Trustee typically average $500 per year. Investor Inquiry Support: Due to the recent economic conditions, more and more investors are concerned regarding the stability of their bonds and other financing investments, and as a result, investor inquiries are on the rise. UFI provides investor inquiry support by timely responding to investor requests for financial information and completing credit rating questionnaires. Preparation of Significant Event Notices: UFI assists with the preparation of significant event notices, including the notice of credit downgrades. As you are aware, the recent subprime mortgage foreclosure crisis has caused the downgrade of credit ratings for the major bond insurers. This activity has affected the credit ratings of bonds for many of the issuers across California. The downgrade of a credit rating is a significant event and a notice describing such downgrade must be posted by the issuer. UFI tracks the movements of the market on a daily basis, including the bond insurer credit ratings. Our staff also takes the necessary steps to receive email alerts upon the release of news regarding an issuer, to review such information, review with bond counsel, and make a determination as to materiality. The goal of our approach is to minimize the disclosure risk of the issuer by implementing a proactive disclosure program. III. ON -CALL AND AS NEEDED DEVELOPMENT PROJECT RELATED SERVICES On -call and as needed development project related services are primarily real estate development oriented, transactional in nature and opportunity based. The following scope of services includes, but is not limited to the types of development project related services that UFI may potentially provide the CDC, as staff may request: National City PSA Exhibit A Page 5 1. Assist and advise staff with respect to planning, urban design, land -use, development strategies, fiscal feasibility, funding/financing strategies and deal structuring for potential development projects and/or programs; 2. Participate in formal and informal planning and project management discussions, negotiations and presentations with staff, developers, owners, architects, community officials, other local government agencies and others, as appropriate, with respect to development projects and/or programs specified by the CDC; 3. Assist in evaluating the physical and fiscal feasibility of any public assistance requests (i.e., pro forma analysis) that may be received by any prospective developer; 4. Assist in developing and implementing marketing strategies to retain, expand and attract businesses to increase employment opportunities and tax ratables; 5. To the extent that any public assistance is contemplated by any prospective developer, assist in developing clear and easy to understand options; 6. To the extent that any public assistance is contemplated by any prospective developer, devise options that emphasize that any direct public assistance should be limited to those tax-ratables generated by the project, be performance based and be tied to the concept of feasibility wherein both parties share in project financial benefits; 7. To the extent that any public assistance is contemplated by any prospective developer, devise options which emphasize to the maximum extent feasible that any indirect public assistance should be limited to either regional or area benefiting public infrastructure; 8. To the extent that any public assistance is contemplated by any prospective developer, devise options which emphasize that any assistance for public infrastructure should include to the maximum extent feasible the use of alternative fiscal resources, e.g., a community facilities district; 9. Estimate the tax ratables that a projected development may generate (i.e., property taxes, tax increments, sales taxes, transient occupancy taxes, etc.); 10.Assist and advise staff with respect to low- to moderate -income housing projects and/or programs; 11.As necessary, prepare "Financial Information Summary" reports as required by Section 33433 of the California Community Redevelopment Law ("CCRL", Health and Safety Code Section 33000, et seq.); National City PSA Exhibit A Page 6 12. As necessary, prepare "Benefit Finding" reports as required by Section 33445 of the California Community Redevelopment Law ("CCRL", Health and Safety Code Section 33000, et seq.); and/or 13. Provide any other related service that staff may direct. SCHEDULE OF PERFORMANCE Redevelopment Fiscal and Implementation Performance Analysis: The redevelopment fiscal and implementation performance analysis component of the scope of services will require approximately 90 days to complete. Approximately two- thirds of this time frame will be dedicated to data gathering and analysis work and the balance to report and public presentation preparation. The accomplishment of this schedule is dependent on the full cooperation of the appropriate staff from the CDC, Finance and City Clerk Departments. Continuing Disclosure Services: Continuing Disclosure Services are provided on an annual on -going basis. UFI will ensure that the continuing disclosure reports will be prepared and appropriately filed in accordance with the reporting requirements specified in the Continuing Disclosure Agreement applicable to each bond issuance. Significant event notices are prepared and filed on an as needed basis. On -Call and as Needed Development Project Related Services: On -call and as needed development project related services will be provided as requested by the CDC. As applicable to the assignment, a schedule of performance may be developed for each activity and agreed to by the parties. PROFESSIONAL SERVICES FEE Redevelopment Fiscal and Implementation Performance Analysis: Due to the vagaries associated with the availability of CDC records, UFI proposes to carry out the Scope of Services on an actual time and materials basis to be charged against a specific budget authorization level. Without reviewing the records, UFI believes at least 90 hours of Managing Principal level time and 55 hours of Analyst time will be needed to complete this assignment. Consequently, it is requested that the CDC allocate $25,000 for this service component. UFI's Professional Service Rate Schedule is as follows: Managing Principals $ 195.00 Principals $ 170.00 Principal Planners $ 120.00 Senior Planners $ 95.00 National City PSA Exhibit A Page 7 Planners Associate Planners Assistant Planners Technicians Clerical $ 85.00 $ 75.00 $ 65.00 $ 55.00 $ 45.00 These rates will remain constant through June 30, 2009 and are subject to change thereafter. Costs for telephone, e-mail and facsimile expenses, postage and incidental photocopying are included within the above noted Professional Service Rate Schedule. The Professional Service Rate Schedule does not include out-of-pocket expenses that may be incurred during the accomplishment of the Scope of Work. Out of pocket expenses include, but are not limited to all other necessary materials, supplies, services, printing, electronic data files, travel, etc. All out-of-pocket expenses shall be charged on an actual cost basis, plus 10%. In the event that the assignment requires additional effort to complete, UFI will request an additional budget authorization prior to incurring any costs exceeding $25,000. Continuing Disclosure Services: UFI's fees for its Continuing Disclosure Services applicable to the City and CDC are as follows: One Time Set up Fee (database set-up) Dissemination of Reports Online Publication of Reports Significant Event Notice Preparation Inquires from Rating organizations waived Included in annual fee Included in annual fee Included in annual fee Included in annual fee Preparation of Annual Disclosure Reports as stated below: CDC 2005 TAXABLE TABs, SERIES A, $27,940,000 $950 CDC 2005 REFUNDING TABs, SERIES B, $9,840,000 $950 CDC 2004 TABs, SERIES A, $5,860,000 $1,950 CITY OF NATIONAL CITY, GOBs 2002 SERIES A, $6,000,000 $1,950 CDC 1999 TABs (HOUSING), $5,050,000 $1,950 NATIONAL CITY JOINT POWERS FINANCING AUTHORITY 1998 LEASE REVENUE REFUNDING BONDS, $6,255,000 $1,950 FUTURES BOND ISSUES (NOT LISTED HEREIN) $2,150 National City PSA Exhibit A Page 8 These fees will remain constant through June 30, 2009 and are subject to change thereafter. The above noted fees are all-inclusive for satisfaction of all requirements and include all out-of-pocket expenses. On -Call and as Needed Development Project Related Services: Due to the vagaries associated with any "as needed and/or on call" services program, UFI proposes to carry out the "Scope of Work" on an actual time and materials basis (only for requested work) to be billed against a specific purchase order authorization level. With respect to National City, UFI recommends an initial fiscal year 2008-09 allocation of $50,000. However, UFI will be pleased to provide services based on an initial allocation that is appropriate to the financial needs and constraints of the CDC. UFI's Professional Service Rate Schedule is as follows: Managing Principals $195.00 Principals $170.00 Principal Planners $120.00 Senior Planners $ 95.00 Planners $ 85.00 Associate Planners $ 75.00 Assistant Planners $ 65.00 Technicians $ 55.00 Clerical $ 45.00 These rates will remain constant through June 30, 2009 and are subject to change thereafter. Costs for telephone, e-mail and facsimile expenses, postage and incidental photocopying are included within the above noted Professional Service Rate Schedule. The Professional Service Rate Schedule does not include out-of-pocket expenses that may be incurred during the accomplishment of the Scope of Services. Out of pocket expenses include, but are not limited to all other necessary materials, supplies, services, printing, electronic data files, travel, etc. All out-of-pocket expenses shall be charged on an actual cost basis, plus 10% Given that the Scope of Services is opportunity based, it is not possible to quote a specific not to exceed price for services rendered. However, at the same time, UFI is very cognizant of the CDC's need for project and fiscal controls over it consultancy relationships. In that vein, to the extent that the services requested by the CDC will exceed the initial fiscal year authorization level, UFI will request appropriate supplemental budget authority prior to incurring any costs exceeding the then current limit. National City PSA Exhibit A Page 9 KEY STAFF UFI staff is comprised of highly skilled professionals able to handle assignments ranging from site -specific developer negotiations to community wide development strategies, redevelopment plans, grant programs, entitlement processing, financial advisement, affordable housing programs, economic development implementation strategies, continuing disclosure and bond administration. Marshall Linn, Michael Busch, Jennifer Helbock, Eva Wolf, Steve Dukett and Steve Harding represent the key professional staff who will be assigned to work with the CDC on this assignment. An overview of the experience and education of our key staff is provided below. Other staff members will be used as necessary. MARSHALL F. L1NN, President Marshall Linn has more than 38 years of municipal and private consulting experience. Over the last 28 years, Mr. Linn has specialized in the preparation and implementation of more than 150 redevelopment plans. As a financial advisor, Mr. Linn has participated in more than 500 bond issues, totaling well over nine billion dollars in tax exempt securities. Mr. Linn holds a Bachelor of Science Degree in Economics and a Master's Degree in Urban Planning, both from the University of Southern California. MICHAEL P. BUSCH, Managing Principal Michael Busch joined Urban Futures in 2007 following a successful career in municipal government. Mr. Busch's municipal career consisted primarily of assistant/deputy city manager, finance, and project manager positions. As such, he has extensive experience in strategic planning, municipal finance, economic development/redevelopment, and project implementation leading to the issue of over $200 million in tax exempt debt offerings and implementation of several redevelopment and infrastructure projects. Mr. Busch has a unique background having served as a planner, finance director, city treasurer, deputy city manager and assistant city manager where he has demonstrated experience in capital improvement plan development, developer negotiations, development agreements, and capital project implementation. Mr. Busch earned a Bachelor of Arts Degree from California State Polytechnic University Pomona in Urban and Regional Planning. He holds a Master of Arts Degree in Public Administration from California State University Long Beach with an emphasis in public finance and public works. He has served as the President of the Municipal Management Association of Southern California (MMASC) and most recently as Chair of Cal-ICMA. National City PSA Exhibit A Page 10 JENNIFER L. HELBOCK, Managing Principal, Continuing Disclosure Jennifer Helbock is the Managing Principal responsible for the Continuing Disclosure program. In that role she not only oversees the Continuing Disclosure program, she is responsible for marketing and business development, compliance issues, financial analysis pertaining to reports and annual reporting compliance. Prior to joining the firm, she was a Vice President for a large health care organization, where she was responsible for the contractual and compliance issues mandated by regulatory agencies. Ms. Helbock has been with Urban Futures, Inc. for over 3 years. Ms. Helbock is a graduate of the University of Southern California, where she earned her Bachelor of Science Degree and Masters Degree in Public Administration. EVA A. WOLF, Principal Eva Wolf conducts research and analysis of financial data for municipal financings structured by Urban Futures. Ms. Wolf researches relevant issues such as tax increment dollar limits, dollar limit on outstanding bonded debt, plan duration limits and performs analysis of statutory pass -through calculations. She provides research and analysis of information, which makes up components of successful bond offerings, such as assessed values, present and historical, secured and unsecured, largest taxpayers, delinquencies and appeals information. Ms. Wolf coordinates with the financing team to ensure adherence to the financing schedule and a timely closing of all bond issues and timely preparation of continuing disclosure reports. Ms. Wolf has been with Urban Futures, Inc. for over 13 years. Ms. Wolf holds a Bachelor of Science Degree from the University of Redlands in Business Management. STEVEN H. DUKETT, Managing Principal Steve Dukett specializes in the planning and implementation of redevelopment, economic development, affordable housing, asset management, public facility, public infrastructure and grant programs. Prior to joining the firm, he served as Redevelopment Director with six southern California cities and held a variety of management and professional positions with the County of Los Angeles and its Community Development Commission. During his 34- year career in the public development arena, Mr. Dukett has been involved with a wide variety of public and private development projects with combined values of approximately $1 billion. He has also guided 14 redevelopment plan adoptions or amendments and is particularly known for his deal making and deal closing skills. Mr. Dukett is a graduate of California State University, Los Angeles. He is a past Chairman of the Board for CALED and is the current Chairman of the Board of Regents National City PSA Exhibit A Page 11 for the California Academy for Economic Development. During 2006 he was selected as the 12th "Golden Bear", which is CALED's highest award for career achievement in local economic development. STEPHEN G. HARDING, Managing Principal Steve Harding has more than thirty two years professional public and private sector experience in municipal management, land -use economics, urban planning and real estate development. He has negotiated and prepared development feasibility studies as well as provided project management services to nearly $3 billion in industrial, commercial and residential projects. He has prepared fiscal impact reports and market based strategic economic development plans for multiple governmental agencies. Steve has also prepared financial feasibility studies pertaining to municipal incorporations, reorganizations and annexations. Previously, he has served as City Manager of the City of Murrieta, Deputy City Manager of the City of Santa Ana and President of the City of San Diego's Southeast Economic Development Corporation. He has served as Vice President of the Larwin Company, a $1 billion development corporation. Steve is an Associate with the Roger C. Hobbs Institute for Real Estate, Law and Environmental Studies at Chapman University and an Adjunct Instructor in the MPA Program at the University of La Verne. Mr. Harding is also a member of the Graduate Dean's List at Cal -State Long Beach where he received his MPA with honors. He is a Past Chairman of the Board of the California Association for Local Economic Development (CALED) and a Past Board Member of the California Municipal Finance Authority (CMFA). National City PSA Exhibit A ACORD,. CERTIFICATE OF LIABILITY INSUF Ar4oE DATE 8/4/2008 PRODUCER SCHROCK INSURANCE 496 N Coast Highway License NO656530 Laguna Beach, CA 92651 (949)494-7261 INSURED URBAN FUTURES INC 3111 N TUSTIN ORANGE, CA 92865 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. INSURER A. INSURER 8: INSURER C INSURER 0 INSURER E INSURERS AFFORDING COVERAGE TRUCK INSURANCE EXCHANGE FARMERS INSURANCE GROUP OF COMPANIES COVERAGES 11-E POLICIES OF INSURANCE LISTED ANY REOUREMENT. TERM OR CONDITION MAY PERTAIN, TT-E INSURANCE AFFORDED POLICIES. AGGREGATE UMITS SHDIAM INSR i LTR TYPE OF INSURANCE I BELOW HAVE BEEN ISSLED TO T)f INSURED NAMED ABOVE FOR THE POLICY OF ANY CONTRACT OR OT}ER DOCUMENT WTH RESPECT TO WHICH BY THE POLICIES DESCRIBED FEREIN IS $LBJECT TO ALL 7E TERMS, MAY HAVE BEEN REDU E0 BY PAID CLAIMS. PERIOD INDICATED. NOTWTT-LSTANDING THS CERTIFlCATE MAY BE ISSUED OR EXCLUSIONS AND CO [)11ONS OF SUCH I LINTS POLICY NUMBER I POLICY EFFECTIVE DATE IMMIDDIYY) POLICY EXPIRATON1 DATE IMWDD/YYI GENERAL LIABILITY _ EACH OCCURRENCE S2,000,000 I A IX COMMERCIAL GENERAL LIABILITY 01568-34 95 11/25/2007 11/25/2008Ij FIRE DAMAGE (Anyone lee) 1,100,000 I CLAIMS MADE IX OCCUR MED EXP (Arty one person) I S 5,000 PERSONAL & ADV INJURY S 2,000,000 GENERAL AGGREGATE s2,000,000 I GENL AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/CP AGO $ POLICY `ECT ; LOC e I AUTOMOBILE LIABILITY' SINGLE LIMIT I IEDM&a cNE�O 1,000,000 ANY AUTO IS • ALL OWNEDAUTCS Wl1 BODILY IfiY SCHEDULED AUKS (Per person) I HIRED AUTOS BODILY INJURY s A X NON -OWNED AUTOS 01568-34-95 11/25/2007 11/25/2008 j (Peeacneent) PROPERTY DAMAGE. S . - (Per acc r*) I GARAGE LIABILITY 'I AUTO ONLY - EA ACCIDENT II 5 • ANY AUTO EA ACC 1 $ I OTHER THAN AUTO ONLY AGG ' $ iEXCESS LIABILITY EACH OCCURRENCE $ AI X OCCUR I CLAIMS MADE 01488-95-57 11/25/2007 11/25/2008 AGGREGATE i s 2,000,000 s2,000,000 DEDUCTIBLE S RETENTION S S WORKERS COMPENSATION AND X LYC ORY STATI} 1 CITT4 T ]I LIMITS' I ER ' EMPLOYERS' LIABILITY E L. EACH ACCIDENT 1,000,000 S B C0107-91-31 08 2/7/2008 2/7/2009 E L DISEASE - EA EMPLOYEE 1,000,000 $ E L. DISEASE- PCUCY LIMIT S 1,000,000 OTHER Ij DESCRIPTION OF OPERATONSILOCATIONSNEHCLES/EXCLUSIONS ADDED BY ENOORSEMENTISPECIAL PROVISIONS THE COMMUNITY DEVELOPMENT COM4ISSION OF THE CITY OF NATIONAL CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES ARE NAMED AS ADDITIONAL INSUREDS - CERTIFICATE HOLDER X ADDITIONAL INSURED; INSURER LETTER:A CANCELLATION COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY 1243 NATIONAL CITY BOULEVARD NATIONAL CITY, CA 91950-4301 ACORD 25-S (7197) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL3° DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL LI IMPOSE NO OBGATION '• R U ABILITY OF ANY -'King UPON THE INSURER, ITS AGENTS OR R ElRESENTATNES. ) AUTHORIZED REP NTATIVE 0 ACORD CORPORATION 1988 POLICY NUMBER: 01568-34-95 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY.. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or9a nization(s): THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES Location(s) Of Covered Operations' 1243 NATIONAL CITY BOULEVARD NATIONAL CITY, CA 91950-4301 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional excl u- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maint e- nance or repairs) to be performed by or on be- half of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 ACORD CERTIFICATE OF LIABILITY INSURANCE OP IDMG 9uRBFUO DATE (MYIDOMYYY) 08/05/08 PRODUCER InsurePro, Gaston & Associates Gaston & Associates, Inc. 100 South Bedford Rd. Ste 8110 Mt Kisco NY 10549 Phone: 914-244-1055 Fax: 914-244-1056 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 # INSURED Urban Futures, Inc. Ms. Jeanne Stickel 3111 North Tustin, Suite 230 Orange CA 92865 INS00ER A saamttan XL,E [MrtaT SURER INSURER C. INSURER D POURER E COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN LSBUEO TO ME INSURED NAMED ABOVE FOR THE POLICY PERIOD NDICATEO NOTW ITNSTANOING ANY REOURD/ENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WNLTI TAD CERTIFICATE NAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AHD CONDITIONS OF SUCH POLICES AGGREGATE LIMITS SHOWN MAY NAVE BEEN REDUCED BY PAD CLANS IMSR LTR AWL MOW TYPE OF INSURANCE POLICY NUMBER poUCY EFFECTIVE DATE PONCOII'Y) POUGY EXPIRATION DATE RXMVUnY) LIMITS OEKRAL 1 LIA1UTV COMMERCIAL GENERAL LIABILITY CLAIMS WIDE OCCUR EACH OCCURRENCE f OHMAGE TO PREMISES (Ea auvmul axamm { MED EXP (AP, a a Prunl f PERSONAL a ADV NJURT f 0EN, ^ GENERAL AGGREGATE 3 A00RE OAT! LIMIT APPLIES PER �— POLICY j EPRO- R I I lOL PRODUCTS- COYPgP AGG { AUTOMOBILE -� LIABILITY • ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINULE LIMIT (Ea P0GSPPI) BODILY NJURY (Pr mall BODILY INJURY (Pr Fcla.nll PROPERTY DAMAGE (Pr Fttllmll DARA0E LUIBILITY ANY AUTO AUTO ONLY - EA ACCIDENT f OTHERTIIAH EA ACC AUTO ONLY AGO $ EXCESS/UMBRELLA UMW,' OCCUR CLAIMS MADE DEDUCTIBLE RITENTWN f EACH OCCURRENCE AGGREGATE f f f WORKERS COMPENSATIONAID EMPLOYERS' PROPRETORJARTNEOEXEDIT OFFICER/MEMBER LIABILRY NE EXCLUDED'! VIM Bekaa YSTAB, O TORYLIMITSITRS I ER ER EL EACH ACCIDENTANY { E.L DISEASE -G EMPLOYEE 3 K Er. *scam SPECIAL PRO4113I003 E.L. DISEASE- POLICY LIMIT f A OTHER Professional Liab. Errors & Omissions 6801-9352 12/23/07 12/23/08 Limit $1,000,000 Deduct $50,000 UEBOUPTIOM Of OPERATIONS ( LOCATIONS I VESICLES ( EXCLUSIONS ADDED BY ENDORSEMENT ( SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION COMDEVL Community Development Commission of the City of National City 1243 National City Boulevard National City CA 91950-4301 SHOULD ANY OF ENE ABOVE DEMO BE 0 POLICES BE CANCELLED BEFORE THE EXPIRATION OATS TIE4EOF, THE ISSUING INSURERS/ILL ENDEAVOR TO MAK NOTICE TO THE CERTIF CATE HOLDER NAMED TO THE LEET,BIR FALLURE TO 00 30 SHALL IMPOSE NO OBLIGATION OR LIANLITY OF ANY KXO UPON THE MUTE R. meAGENTS OR REPRESENTATIVES 10 GAYBWRRTEN AUTHORIZEDREIsitEMATIVE ACORD 25 (2001/08) • RPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) �. (r :'u L . 40-a 10. 2 y L u ir<uLr. rNaUrcnrvut WI FARMERS INSURANCE C MID-CENTURY EXCHANGE EXCHANGE INSURANCE COMPANY s 9026B NCCI CO. NO. 18244 NCCI CO. NO. 17744 NCGI CO. NO. 12998 CALIFORNIA 2nd Edition Named Insured Effective Date WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY URBAN FUTURES INC. 3111 N. TUSTIN ST. STE.230 ORANGE, CA 92865 2/8/2008 Agent 97-07-385 CO1079131-08 2008 Policy Number Policy of the Company Year WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury coverd by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain This agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for lhls endorsement shall be 3 % of the California Workers' Compensation premium otherwise due on such remuneration Minimum Charge: $250.00 Schedule Person or Organization Job Description THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES. 1242 NATIONAL CITY BLVD, NATIONAL CITY, CA. 91950-4301 $86,850 PROJECT: REDEVELOPMENT FISCAL AND IMPLEMENTATION PERFORMANCE ANALYSIS This endorsement is p it of your policy. It supersede a d onlrol any ing tot contrary. It is otherwise subject to all the terms of the policy. D Countersigned \ Authorized Representative 9i'•9024 2N1' ENYKM 744 (WC 04 03 06 - Edition 4-84) RESOLUTION NO. 2008 — 169 RESOLUTION OF THE CITY COUNCIL OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AUTHORIZING THE CHAIRMAN TO EXECUTE AN AGREEMENT WITH URBAN FUTURES, INC., TO PROVIDE FINANCIAL CONSULTANT SERVICES FOR THE COMMUNITY DEVELOPMENT COMMISSION IN AN AMOUNT NOT TO EXCEED $84,700 WHEREAS, the Community Development Commission ("CDC") is responsible for the implementation of the Redevelopment Plan for the National City Redevelopment Project area in keeping with state law; and WHEREAS, the CDC desires to employ a consultant to provide redevelopment fiscal and implementation, bond continuing disclosure services and as -needed assistance related to redevelopment projects until June 30, 2009; and WHEREAS, Urban Futures, Inc. is a qualified municipal and redevelopment agency financial advisor having served more than 150 municipal clients, and is qualified by experience and ability to perform the services to CDC. NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission of the City of National City hereby authorizes the Chairman to execute an Agreement with Urban Futures, Inc., to provide redevelopment fiscal and implementation, bond continuing disclosure services and as -needed assistance related to redevelopment projects until June 30, 2009, in the not to exceed amount of $84,700. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 19th day of Au 2008. Ron Morrison, Chairman APPROVED AS TO FORM: Georgeiser III Legal Counsel Passed and adopted by the Community Development Commission of the City of National City, California, on August 19, 2008, by the following vote, to -wit: Ayes: Commissioners Morrison, Natividad, Parra, Ungab, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Chairman, Community Development Commission Development Commission By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2008-169 of the Community Development Commission of the City of National City, California, passed and adopted on August 19, 2008. Secretary, Community Development Commission By: Deputy Ca00%- S City of National City, California COMMUNITY DEVELOPMENT COMMISSION AGENDA STATEMENT MEETING DATE August 19, 2008 AGENDA ITEM NO. 19 ITEM TITLE A resolution approving an Agreement with Urban Futures, Inc. to provide financial consultant services for the Community Development Commission in an amount not to exceed $84,700 - $34,700 for consulting to the CDC and $50,000 for as needed services to be reimbursed largely through developer deposits. PREPARED BY y DEPARTMENT Patricia Beard (ext 4255) -� q!` Redevelopment Division Redevelopment Manager EXPLANATION Staff desires to retain an on call redevelopment specialist consulting firm to advise CDC regarding a cooperative relationship between the City and CDC now that staff has been converted to City employees, to provide required continued disclosure services related to CDC's six existing bond issues and to provide advice and analysis related to the use of tax increment for project incentives and other purposes. This contract allows $25,000 for analysis of the post -merger CDC and City, as well as the creation of a cooperation agreement between the two entities, $9,700 for bond disclosure services, and up to $50,000 for as needed consulting. Urban Futures, Inc. is a qualified municipal and redevelopment agency financial advisory firm. Founded in 1972, it has served more than 150 municipal clients. The Executive Director has interviewed the firm's principals and proposed National City team and advises retaining the firm. Please see attached Statement of Qualifications. / Environmental Review Not applicable. Financial Statement This Agreement is proposed as not to exceed $84,700. Any development -related consulting under the contract would be reimbursed out of developer deposits. Account No STAFF RECOMMENDATION Adopt the resolution. BOARD / COMMISSION RECOMMENDATION Not applicable. STRATEGIC GOAL 2) Achieve fiscal sustainability. ATTACHMENTS Resolution No. rAC,kC<' ci 1. Proposed agreement with UFI 2. Statement of Qualifications City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Dalla, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 September 10, 2008 Mr. Marshall Linn President Urban Futures, Inc. 3111 N. Tustin Street, Suite 230 Tustin, CA 92865 Dear Mr. Linn, On August 19th, 2008, Resolution No. 2008-169 was passed and adopted by the Community Development Commission of the City of National City, authorizing execution of an agreement with Urban Futures, Inc. We are forwarding for your records a certified copy of the above Resolution and a fully executed original agreement. Sincerely, Michael R. Dalla, CMC City Clerk Enclosures cc: Community Development Commission Recycled Paper