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HomeMy WebLinkAbout2009 CON CDC Christensen & Spath - Legal ServicesAGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND CHRISTENSEN & SPA TH FOR L, :GAL SERVICES THIS AGREEMENT FOR LEGAL SERVICES (the "Agreement") is made between THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY (the "CDC") and CHRISTENSEN & SPATH LLP, (the "Firm"). This Agreement sets forth the parties' mutual understanding concerning legal services to be provided by the Firm and the fee arrangement for said services. Article 1. Retainer. The CDC hereby retains the Firm to provide legal advice and assistance with regard to provide legal services, as and when requested by the CDC, involving issues of affordable housing, redevelopment law, and related litigation, if requested, as more specifically described in Exhibit A, subject to this Agreement. Article 2. Scope of Services. The CDC shall have the right in its sole discretion to determine the particular services to be performed by the Firm under this Agreement. These services are identified in Exhibit A. It is expected that the Firm will work with the CDC's Legal Counsel and CDC staff. Article 3. Compensation. Compensation paid under this Agreement shall he as shown in the Fee Schedule attached as Exhibit A. A. The Firm shall not use more than one attorney for the same specific task without the CDC's approval. The Firm may use the minimum number of attorneys for this engagement consistent with good professional practice after consulting with and obtaining approval by the CDC. B. The Firm agrees to document a plan and budget consistent with the scope of services described above in Article 2 to be agreed to by the CDC's Legal Counsel and the Firm. The CDC shall not be obligated to pay the Firm amounts not discussed, budgeted, and agreed to before being incurred by the Firm. C. The CDC has appropriated or otherwise duly authorized the payment of an amount not to exceed $100,000 for legal services and out-of-pocket disbursements pursuant to this Agreement. In no event shall the total fees plus out-of-pocket disbursements exceed this amount without written authorization of the CDC. D. The Firm shall keep the CDC advised monthly as to the level of attorney hours and client services performed under Article 1. The Firm will not charge the CDC for travel time; however, the Firm may charge for work performed for the CDC during any travel time. E. The CDC further agrees to reimburse the Firm, in accordance with the procedures set forth in this Article, for telephone, fax, mail, messengers, federal express deliveries, document reproduction, client -requested clerical overtime, lodging, and Page 1 of 8 Agreement for Legal Services CDC and Christensen & Spath 1 /2009-12/201 1 similar out-of-pocket expenses charged by the Firm as a standard practice to its clients generally, with the exception of travel and meals. In any billing for disbursements, the Firm shall provide the CDC with a statement breaking down the amounts by category of expense. The following items shall not be reimbursed, unless the CDC has specifically agreed otherwise: (1) Word Processing, clerical or secretarial charges, whether expressed as a dollar disbursement or time charge. (2) Storage of open or closed files, rent, electricity, local telephone, postage, receipts or transmission of telecopier documents, or any other items traditionally associated with overhead. (3) Photocopy charges in excess of $.10 (ten cents) per page. (4) Auto mileage rates in excess of the rate approved by the Internal Revenue Service for income tax purposes. (5) Secretarial overtime. Where case requirements demand overtime, the CDC will consider reimbursement on a case -by -case basis. The CDC will not reimburse overtime incurred for the convenience of the Firm's failure to meet deadlines known in advance. (6) Equipment, books, periodicals, research materials, Westlaw/Lexis or like items. (7) Express charges, overnight mail charges, messenger services or the like, without the CDC's prior consent. The CDC expects these expenses to be incurred in emergency situations only. Where case necessity requires the use of these services, the CDC will consider reimbursement on a case -by -case basis. (8) Travel and meals. (9) Late payment charge and/or interest. Due to the nature of the CDC's payment process, the CDC will not pay any late charges or interest charges to bills. Every effort will be made to pay bills promptly. F. Bills from the Firm should be submitted to George Eiser, Legal Counsel, 1243 National City Boulevard, National City, CA 91950-4301. The individual time and disbursement records customarily maintained by the Finn for billing evaluation and review purposes shall be made available to the CDC in support of bills rendered by the Firm. G. The Finn agrees to forward to the CDC a statement of account for each one -month period of services under this Agreement, and the CDC agrees to compensate the Firm on this basis. The Firm will consult monthly with the CDC as to the number of Page 2 of 8 Agreement for Legal Services CDC and Christensen & Spath 1%2009-12/201 I attorney hours and client disbursements which have been incurred to date under this Agreement, and as to future expected levels of hours and disbursements. H. Billing Format. Each billing entry must be complete, discrete and appropriate. (1) Complete (a) Each entry must name the person or persons involved. For instance, telephone calls must include the names of all participants. (b) The date the work was performed must be included. (c) The hours should be billed in .10 hour increments. (d) The specific task performed should be described, and the related work product should be reference ("telephone call re: trial brief," "interview in preparation for deposition"). (e) The biller's professional capacity (partner, associate, paralegal, etc.) should be included. (f) All invoices should reference a Project Name and, where available, a Project Number as provided by the CDC (2) Discrete: Each task must be set out as a discrete billing entry; neither narrative nor block billing is acceptable. (3) Appropriate: The CDC does not pay for clerical support, administrative costs, overhead costs, outside expenses or excessive expenses. For example, the CDC will not pay for secretarial time, word processing time, air conditioning, rental of equipment, including computers, meals served at meetings, postage, online research, or the overhead costs of sending or receiving faxes. Neither will the CDC pay for outside expenses such as messenger delivery fees, outside photocopying, videotaping of depositions, investigative services, outside computer litigation support services, or overnight mail. I. Staffing. Every legal matter should have a primarily responsible attorney and a paralegal assigned. Ultimately, staffing is a CDC decision, and the CDC's representative may review staffing to insure that it is optimal to achieve the goals of the engagement at the least cost. (1) Paralegals are to be used to the maximum extent possible to enhance efficiency and cost-effectiveness. All tasks typically considered associate work should be considered for assignment to a paralegal. Written authorization from the CDC must be had before associate hours billed exceed paralegal hours billed. (2) Once an attorney is given primary responsibility for an engagement, that person should continue on the legal matter until the matter is concluded or the attorney leaves the firm. The CDC will not pay the costs of bringing a new attorney up to speed. Page 3 of 8 Agreement for Legal Services CDC and Christensen & Spath 1/2009-12/2011 (3) If more than one attorney is going to perform the same task, prior approval from the CDC must be had. This includes document review. Article 4. Independent Contractor. The Firm shall perform services as an independent contractor. It is understood that this contract is for unique professional services. Accordingly, the duties specified in this Agreement may not be assigned or delegated by the Firm without prior written consent of the CDC. Retention of the Firm is based on the particular professional expertise of the individuals rendering the services required in the Scope of Services. Article 5. Confidentiality of Work. All work performed by the Firm including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the Firm pursuant to this Agreement is for the sole use of the CDC. All such work product shall be confidential and not released to any third party without the prior written consent of the CDC. Article 6. Compliance with Controlling Law. The Firm shall comply with all applicable laws, ordinances, regulations, and policies of the federal, state, and local governments as they pertain to this Agreement. In addition, the Firm shall comply immediately with any and all directives issued by the CDC or its authorized representatives under authority of any laws statutes, ordinances, rules, or regulations. The laws of the State of California shall govern and control the terms and conditions of this Agreement. Article 7. 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 Firm and the CDC cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the Firm in this Agreement, the CDC or the Firm shall give to the other written notice. Within ten (10) business days, the Firm 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 Firm. Article 8. Indemnification. The Firm agrees to indemnify and hold the CDC and its agents, officers, and employees harmless from and against all claims asserted or liability established for damages or injuries to any person or property, including injury to the Firm's employees, agents, or officers, which arise from or are connected with or caused or claimed to be caused by the acts or omissions of the Firm and its agents, officers, or employees in performing the work or other obligations under this Agreement, and all expenses of investigating and defending against same; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CDC, its agents, officers, or employees. Article 9. Insurance. The Firm shall not commence work under this Agreement until it has obtained all insurance required in this Article with a company or companies acceptable to the CDC. At its sole cost and expense, the Firm shall take and maintain in full force and effect at all times during the term of this Agreement the following policies of insurance: Page 4 of 8 Agreement for Legal Services CDC and Christensen & Spath I/2009-12/201 I A. Commercial general liability insurance with a combined single limit of not less than one million dollars ($1,000,000). B. For all of the Firm's employees which are subject to this Agreement, to the extent required by the State of California, Workers' Compensation Insurance in the amount required by law. C. Errors and omissions insurance in an amount not less than two million dollars ($2,000,000) per claim. D. All insurance required by express provision of this Agreement shall be carried only in responsible insurance companies licensed to do business in the State of California. The policies carried pursuant to paragraph 9.A above shall name as additional insureds the CDC and its Board officials, officers, employees, agents, and representatives. All policies shall contain language, to the extent obtainable, to the effect that: (1) the insurer waives the right of subrogation against the CDC and its elected officials, officers, employees, agents, and representatives; (2) the policies are primary and not contributing with any insurance that may be carried by the CDC; (3) the policies cannot be cancelled or materially changed except after thirty (30) days' notice by the insurer to the CDC by certified mail. Before this Agreement shall take effect, the Firm shall furnish the CDC with copies of all such policies upon receipt of them, or a certificate evidencing such insurance. The Firm may effect for its own account insurance not required under this Agreement. Article 10. Drug Free Work Place. The Firm agrees to comply with the City of National City's Drug -Free Workplace requirements. Every person awarded a contract by the CDC for the provision of services shall certify to the CDC that it will provide a drug -free workplace. Any subcontract entered into by the Firm pursuant to this Agreement shall contain this provision. Article 11.. Non -Discrimination Provisions. The Firm shall not discriminate against any subcontractor, vendor, 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 Firm 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 Firm 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. Article 12. Effective Date and Term. The term of this Agreement shall commence on January 7, 2009, and terminate on January 8, 2011, unless sooner terminated as provided for herein. This Agreement may be terminated at any time by either party with sixty (60) days' written notice to the other. Notice of termination by the Firm shall be given to the CDC's Legal Counsel. Page 5 of 8 Agreement for Legal Services CDC and Christensen & Spath 1/2009-12/2011 Article 13. Notification of Change in Form. The Firm has the right to effect changes in form including but not limited to: the change in form from a partnership to a professional law corporation; the change in form of any partner or partners from an individual or individuals to a professional law corporation; the change in form of any corporate partner or partners to any individual partners. The CDC shall be promptly notified in writing of any change in form. Article 14. Notices. In all cases where written notice is to be given under this Agreement, service shall be deemed sufficient if said notice is deposited in the United States mail, postage paid. When so given, such notice shall be effective from the date of mailing of the notice. Unless otherwise provided by notice in writing from the respective parties, notice to the Agency shall be addressed to: George Eiser, City Attorney Community Development Commission of the City of National City 1243 National City Boulevard National City, CA 91950-4301 cc: Brad Raulston Executive Director Community Development Commission of the City of National City 1243 National City Boulevard National City, CA 91950-4301 Notice to the Firm shall be addressed to: Christensen & Spath, LLP 550 West C Street, Suite 1660 San Diego, CA 92101-8592 Page 6 of 8 Agreement for Legal Services CDC and Christensen & Spath 1/2009-12/2011 Nothing contained in this agreement shall preclude or render inoperative service or such notice in the manner provided by law. Article 15. Headings. A11 article headings are for convenience only and shall not affect the construction or interpretation of this Agreement. Article 16. Miscellaneous Provisions. A. Time of Essence: Time is of the essence for each provision of this Agreement. B. California Law: This Agreement shall be construed and interpreted in accordance with the laws of the State of California. The Firm covenants and agrees to submit to the personal jurisdiction of any state court in the State of California for any dispute, claim, or matter arising out of or related to this Agreement. C. Integrated Agreement: This Agreement including attachments and/or exhibits contains all of the agreements of the parties and all prior negotiations and agreements are merged in this Agreement. This Agreement cannot be amended or modified except by written agreement, and mutually agreed upon by the CDC and the Firm. D. Severability: The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions unenforceable, invalid, or illegal. E. Waiver: The failure of the CDC to enforce a particular condition or provision of this Agreement shall not constitute a waiver of that condition or provision or its enforceability. F. Conflict of Interest: During the term of this Agreement, the Firm shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the CDC. This prohibition shall not preclude the CDC from expressly agreeing to a waiver of a potential conflict of interest under certain circumstances. G. 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. H. 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, and (iii) 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. Page 7 of 8 Agreement for Legal Services CDC and Christensen & Spath 1/2009-12/2011 IN WITNESS WHEREOF, the parties have executed this Agreement on the 6th day of January, 2009. COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY By: Ron Morrison, Chairman APPROVED AS TO FORM: George H. Eiser, III City Attorney CHRISTENSEN & SPATH LLP (Corporation - signatures of two corporate officers) (Partnership •- one signature) (Sole proprietorship - one signature) By: By: Charles Christensen Managing Partner (Name) C-61-74-A4es - G61 A f (Print) 444. i4 G Iry G• P4-,. mArryk (Title) Page 8 of 8 Agreement for Legal Services CDC and Christensen & Spath 1/2009-12/2011 Exhibit A Scope of Services Perform legal services, as and when requested by the CDC, concerning all issues within the expertise of the Contractor, including but limited to services concerning the following: • Affordable Housing • Redevelopment Law • Housing Authority Law • Federal and State financing programs and program compliance • Section 8 program advice • Tax Credit financing • Bond financing • First-time Homebuyer programs • Fannie Mae Secondary Market compliance • Litigation of all kinds, including without limitation, environmental issues, condemnation actions, Polanco actions, enforcement of regulatory agreements and enforcement of inclusionary agreements • Deed of Trust foreclosures • Appointment of receivers, and other litigation, as and when requested • Drafting of documents, including, but not limited to, disposition and development agreements, exclusive negotiating agreements, affordable restrictions, loan agreements, environmental indemnity agreements, UCC financing statements, security agreements, deed of trust, and other documentation • All such other and further services, including transactional and litigation services as and when requested by the CDC of the National City of National City Hourly Rates are as follow: Attorneys Paralegals Clerks Non Litigation $200.00 $90.00 $70.00 Litigation $225.00 $90.00 $70.00 Christensen c% Spa& LLP.Agreement 12/16/2.008-12/1 s/2013 RightFax C2-2 2/6/2009 12:48:39 PM PAGE 2/003 Fax Server ACORD, CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD✓YYYY) 02/06/2009 PRODUCER BARNEY & BARNEY LLC PO BOX 85638 SAN DIEGO, CA (888) 6611--33938 92186 SV280 882 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 # INSU RED CHRISTENSEN & SPATH LLP 550 WEST C STREET, SUITE 1660 SAN DI EGO, CA 92101 INSURER A:THE TRAVELERS INDEMNITY COMPANY OF CONNECTICUT INSURER B: FARMINGTON CASUALTY COMPANY 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 OTHER 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. INSR LTR ADD'L JNSRC, TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY) POUCY EXPIRATION DATE (MM/DD/YY) LIMITS A X GENERAL X LIABIITY COMMERCIAL GENERAL LIABILITY 680-4547L498-08 06/15/2008 06/15/2009 EACH OCCURRENCE $ 1 ,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $300,000 ICLAIMS MADE X OCCUR MED EXP (Any one person) $ 5,000 X HIRED AUTO PERSONAL & ADV INJURY $ 1,000,000 X NON OWNED AUTO GFNFRAL AGGREGATE $ 2,000,000 GEN'L )71 AGGREGATE LIMIT APPLIES PER PRO- POLICY II JECT El LOC PRODUCTS - COMP/OP AGG $ 2,000,000 AUTOMOBILE _ _ — UABIUTY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per axl ent $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY- AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ AGGREGATE $ $ $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED, I1 yes, describe under SPECIAL PROVISIONS below UB-7011 Y379-08 06/15/2008 06/15/2009 X ORY LAMITS OER E.L. EACH ACCIDENT $ 1,000,000 $ 1 ,000,000 E.L DISEASE - EA EMPLOYEE E.L. DISEASE - POCKY LIMIT $ 1 ,000,000 OTHER DESCRIPTION OF OPERATIONS! LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS AS RESPECTS TO GENERAL LIABILITY, CERTIFICATE HOLDER IS ADDITIONAL INSURED - DESIGNATED PERSON/ORGANIZATION, CG T4 91 . CERTIFICATE HOLDER CANCELLATION COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950 ACORD 25 (2001/08) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBUGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. ll AUTHORIZED REPRESENTATIVE ACORD CORPORATION 1988 RightFax C3-2 2/4/2009 1:46:43 PM PAGE 3/003 Fax Server 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) COMMERCIAL GENERAL LIABILITY POLICY NUMBER: I-680-4547L498-TCT-08 ISSUE DATE: 02-06-09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL 1NSURED-DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of person or organization: COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91950-4301 WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of your acts or omissions. CGT4911188 Copyright, Insurance Services Office, Inc., 1984 Page 1 of 1 ACORD,. CERTIFICATE OF LIABILITY INSURANCE 2/6i 009' PRODUCER (858) 457-3414 FAX: Barney & Barney LLC CA Insurance Lic: 0003950 9171 Towne Centre Dr, 500 San Diego CA 92122 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 Christensen & Spath, LLP 550 West C Street, Suite 1660 San Diego, CA 92101 INSURER A: Federal Insurance Company INSURER B' INSURERC. INSURERD INSURER E THE POLICIES REQUIREMENT, THE INSURANCE AGGREGATE OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR ADO'L INSRD TYPE OF INSURANCE POLICY NUMBER POUCY EFFECTIVE DATE (MM/DD/YY) POLICY EXPIRATION M/ DATE (MOD/YY) LIMITS GENERAL _ LIABIUTY COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR EACH OCCURRENCE S DAMAGE TO RENTED PREMISES (Ea OCNrramal $ MEO EXP (Any one person) $ PERSONAL & ADV INJURY 8 GENERALAGGREGATL S GEN'L AGGREGATE LIMIT APPIPIIIjPS PER: — POLICY I I ,LECT I I LOC PRODUCTS - COMP/OP AGG $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) S BODILY INJURY (Per person) S BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) S GARAGE LIABILITY ANY AUTO AUTO ONLY- EA ACCIDENT $ OTHER THAN EA ACC S AUTO ONLY: AGG S EXCESS/UMBRELLA LIABILITY OCCUR I I CLAIMS MADE DEDUCTIBLE RETENTION S FACH OCCURRENCE S AGGREGATE S S S S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED' If yes. describe under SPECIAL PROVISIONS below WC TH- TCRY I )MT TS OFR EL EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ EL DISEASE •POLICY LIMIT $ A OTHER professional Liability Insurance 68027712 5/29/2008 5/29/2009 Each claim Aggregate $2,000,000 $2,000,000 DESCRIPTION OF OPERATIONSfLOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS *10 day notice of cancellation in the event of non—payment of premium. CERTIFICATE HOLDER CANCELLATION City of National City Community Development Commission of the City of National City 1243 National City Blvd. National City, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL *30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBUGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPREE TIMES. AUTHORIZED REPRESENTAT 'ACORD 25 (2001/08) ,INS025 (0108) 08a I.. © ACORD CORPORATION 1988 Page 1 of 2 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) INS025 oioa) oea Page 2 of 2 RightFax C2-2 2/6/2009 12:48:39 PM PAGE 2/003 Fax Server ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 02/06/2009 PRODUCER BARNEY & BARNEY LLC PO BOX 85638 SAN DIEGO CA 92186 (888) 661-3938 SV280 882 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 CHRISTENSEN & SPATH LLP 550 WEST C STREET, SUITE 1660 SAN DIEGO, CA 92101 INSURER A THE TRAVELERS INDEMNITY COMPANY OF CONNECTICUT INSURER B FARMINGTON CASUALTY COMPANY 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 OTHER 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. INSR LTR ADD'L JNSRQ TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DOVYY) POLICY EXPIRATION DATE (MM/DD/YY) LIMITS A X GENERAL X LIABIITY COMMERCIAL GENERAL LIABILITY 680-4547L498-08 06/15/2008 06/15/2009 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $300,000 CLAIMS MADE X OCCUR MED EXP (My one person) $ 5,000 X HIRED AUTO PERSONAL & ADV INJURY $ 1 ,000,000 X NON OWNED AUTO GENERAL AGGREGATE $ 2,000,000 GEN'L 31 AGGREGATE LIMIT APPLIES PER POLICY n JECT IILOC PRODUCTS - COMP/OP AGG $ 2,000,000 AUTOMOBILE - LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY ODILYYer iIN INJURY $ PROPERTY DAMAGE (Per accident) $ GARAGELIABIUTY A ANY AUTO AUTO ONLY- EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ AGGREGATE $ $ $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED, It yes. descnbe untler SPECIAL PROVISIONS below UB-7011 Y379-08 06/15/2008 06/15/2009 X TORY LIIMITS - OER E L EACH ACCIDENT $ 1,000,000 E L DISEASE - EA EMPLOYEE $ 1,000,000 E L DISEASE - POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS AS RESPECTS TO GENERAL LIABILITY, CERTIFICATE HOLDER IS ADDITIONAL INSURED - DESIGNATED PERSON/ORGANIZATION, CG T4 91 . CERTIFICATE HOLDER CANCELLATION COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950 ACORD 25 (2001/08) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 1 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBUGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. 11 AUTHORIZED REPRESENTATIVE CORD CORPORATION 1988 RightFax C3-2 2/4/2009 1:46:43 PM PAGE 3/003 Fax Server 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) COMMERCIAL GENERAL LIABILITY POLICY NUMBER: I-680-4547L498-TCT-08 ISSUE DATE: 02-05-09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of person or organization: COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91950-4301 WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule as an insured hut only with respect to liability arising out of your acts or omissions. CG T4 91 11 88 Copyright, Insurance Services Office, Inc., 1984 Page 1 of 1 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the PRO- VISIONS of this endorsement carefully to determine rights, duties, and what is and is not covered. A. Broadened Named Insured B. Damage To Premises Rented To You Extension • Perils of fire, explosion, lightning, smoke, water • Limit increased to $300,000 C. Blanket Waiver of Subrogation D. Blanket Additional Insured — Managers or Lessors of Premises E. Blanket Additional Insured — Lessor of Leased Equipment F. Incidental Medical Malpractice G. Personal Injury — Assumed by Contract H. Extension of Coverage — Bodily Injury PROVISIONS A. BROADENED NAMED INSURED 1. The Named Insured in Item 1. of the Declara- tions is as follows: The person or organization named in Item 1. of the Declarations and any organization, other than a partnership or joint venture, over which you maintain ownership or majority in- terest on the effective date of the policy. However, coverage for any such organization will cease as of the date during the policy pe- riod that you no longer maintain ownership of, or majority interest in, such organization. 2. WHO IS AN INSURED (Section II) Item 4.a. is deleted and replaced by the following: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, unless reported in writing to us within 180 days. 3. This Provision A. does not apply to any per- son or organization for which coverage is ex- cluded by endorsement. CG D1 86 11 03 I. Injury to Co -Employees and Co -Volunteer Workers J. Aircraft Chartered with Crew K. Non -Owned Watercraft — Increased from 25 feet to 50 feet L. Increased Supplementary Payments • Cost for bail bonds increased to $2,500 • Loss of earnings increased to $500 per day M. Knowledge and Notice of Occurrence or Offense N. Unintentional Omission O. Reasonable Force — Bodily Injury or Property Damage B. DAMAGE TO PREMISES RENTED TO YOU EXTENSION 1. The last paragraph of COVERAGE A. BOD- ILY INJURY AND PROPERTY DAMAGE LI- ABILITY (Section I — Coverages) is deleted and replaced by the following: Exclusions c. through n. do not apply to dam- age to premises while rented to you, or tem- porarily occupied by you with permission of the owner, caused by: a. Fire; b. Explosion; c. Lightning; d. Smoke resulting from such fire, explosion, or lightning: or e. Water. A separate limit of insurance applies to this coverage as described in LIMITS OF INSUR- ANCE (Section III). 2. This insurance does not apply to damage to premises while rented to you, or temporarily Copyright, The Travelers Indemnity Company, 2003 Page 1 of 5 COMMERCIAL GENERAL LIABILITY occupied by you with permission of the owner, caused by: a. Rupture, bursting, or operation of pres- sure relief devices; b. Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from wa- ter; c. Explosion of steam boilers, steam pipes, steam engines, or steam turbines. 3. Part 6. of LIMITS OF INSURANCE (Section III) is deleted and replaced by the following: Subject to 5. above, the Damage To Prem- ises Rented To You Limit is the most we will pay under COVERAGE A. for damages be- cause of "property damage" to any one prem- ises while rented to you, or temporarily occu- pied by you with permission of the owner, caused by fire, explosion, lightning, smoke resuiting from such fire, explosion, or light- ning, or water. The Damage To Premises Rented To You Limit will apply to all damage proximately caused by the same "occur- rence", whether such damage results from fire, explosion, lightning, smoke resulting from such fire, explosion, or lightning, or water, or any combination of any of these. The Damage To Premises Rented To You Limit will be the higher of: a. $300,000; or b. The amount shown on the Declarations for Damage To Premises Rented To You Limit. 4. Under DEFINITIONS (Section V), Paragraph a. of the definition of "insured contract" is amended so that it does not include that por- tion of the contract for a lease of premises that indemnifies any person or organization for damage to premises while rented to you, or temporarily occupied by you with permis- sion of the owner, caused by: a. Fire; b. Explosion; c. Lightning; d. Smoke resulting from such fire, explosion, or lightning; or e. Water. 5. This Provision B. does not apply if coverage for Damage To Premises Rented To You of Page 2 of 5 COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section I — Coverages) is excluded by endorsement. C. BLANKET WAIVER OF SUBROGATION We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of premises owned or occupied by or rented or loaned to you; ongoing operations performed by you or on your behalf, done under a contract with that person or organization; "your work": or "your products". We waive this right where you have agreed to do so as part of a written contract, executed by you prior to loss. D. BLANKET ADDITIONAL INSURED — MANAG- ERS OR LESSORS OF PREMISES WHO IS AN INSURED (Section II) is amended to include as an insured any person or organization (referred to below as "additional insured") with whom you have agreed in a written contract, exe- cuted prior to loss, to name as an additional in- sured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you, subject to the fol- lowing provisions: 1. Limits of Insurance. The limits of insurance afforded to the additional insured shall be the limits which you agreed to provide, or the lim- its shown on the Declarations, whichever is less. 2. The insurance afforded to the additional in- sured does not apply to: a. Any "occurrence" that takes place after you cease to be a tenant in that premises; b. Any premises for which coverage is ex- cluded by endorsement; or c. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. 3. The insurance afforded to the additional in- sured is excess over any valid and collectible insurance available to such additional in- sured, unless you have agreed in a written contract for this insurance to apply on a pri- mary or contributory basis. E. BLANKET ADDITIONAL INSURED — LESSOR OF LEASED EQUIPMENT WHO IS AN INSURED (Section II) is amended to include as an insured any person or organization (referred to below as "additional insured") with Copyright, The Travelers Indemnity Company, 2003 CG D1 86 11 03 whom you have agreed in a written contract, exe- cuted prior to loss, to name as an additional in- sured, but only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such additional in- sured, subject to the following provisions: 1. Limits of Insurance. The limits of insurance afforded to the additional insured shall be the limits which you agreed to provide, or the lim- its shown on the Declarations, whichever is less. 2. The insurance afforded to the additional in- sured does not apply to: a. Any "occurrence" that takes place after the equipment lease expires; or b. "Bodily injury" or "property damage" aris- ing out of the sole negligence of such ad- ditional insured. 3. The insurance afforded to the additional in- sured is excess over any valid and collectible insurance available to such additional in- sured, unless you have agreed in a written contract for this insurance to apply on a pri- mary or contributory basis. F. INCIDENTAL MEDICAL MALPRACTICE 1. The definition of "bodily injury" in DEFINI- TIONS (Section V) is amended to include "In- cidental Medical Malpractice Injury". 2. The following definition is added to DEFINI- TIONS (Section V): "Incidental medical malpractice injury" means bodily injury, mental anguish, sickness or dis- ease sustained by a person, including death resulting from any of these at any time, aris- ing out of the rendering of, or failure to ren- der, the following services: a. Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or c. First aid. d. "Good Samaritan services". As used in this Provision F., "Good Samaritan ser- vices" are those medical services ren- dered or provided in an emergency and CG D1 8611 03 COMMERCIAL GENERAL LIABILITY for which no remuneration is demanded or received. 3. Paragraph 2.a.(1)(d) of WHO IS AN IN- SURED (Section II) does not apply to any registered nurse, licensed practical nurse, emergency medical technician or paramedic employed by you, but only while performing the services described in paragraph 2. above and while acting within the scope of their em- ployment by you. Any "employees" rendering "Good Samaritan services" will be deemed to be acting within the scope of their employ- ment by you. 4. The following exclusion is added to paragraph 2. Exclusions of COVERAGE A. — BODILY INJURY AND PROPERTY DAMAGE LIABIL- ITY (Section I — Coverages): (This insurance does not apply to:) Liability arising out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuticals by or with the knowledge or consent of the insured. 5. For the purposes of determining the applica- ble limits of insurance, any act or omission, together with all related acts or omissions in the furnishing of the services described in paragraph 2. above to any one person, will be considered one "occurrence". 6. This Provision F. does not apply if you are in the business or occupation of providing any of the services described in paragraph 2. above. 7. The insurance provided by this Provision F. shall be excess over any other valid and col- lectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance pur- chased specifically by you to be excess of this policy. G. PERSONAL INJURY — ASSUMED BY CON- TRACT 1. The Contractual Liability Exclusion in Part 2., Exclusions of COVERAGE B. PER- SONAL AND ADVERTISING INJURY LIABIL- ITY (Section 1 — Coverages) is deleted and replaced by the following: (This insurance does not apply to:) Contractual Liability "Advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for Copyright, The Travelers Indemnity Company, 2003 Page 3 of 5 COMMERCIAL GENERAL LIABILITY damages that the insured would have in the absence of the contract of agreement. 2. Subparagraph f. of the definition of "insured contract" (DEFINITIONS — Section V) is de- leted and replaced by the following: f. That part of any other contract or agree- ment pertaining to your business (includ- ing an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury," "property damage" or "per- sonal injury" to a third party or organiza- tion. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. 3. This Provision G. does not apply if COVER- AGE B. PERSONAL AND ADVERTISING IN- JURY LIABILITY is excluded by endorse- ment. H. EXTENSION OF COVERAGE — BODILY IN- JURY The definition of "bodily injury" (DEFINITIONS — Section V) is deleted and replaced by the follow- ing: "Bodily injury" means bodily injury, mental an- guish, mental injury, shock, fright, disability, hu- miliation, sickness or disease sustained by a per- son, including death resulting from any of these at any time. I. INJURY TO CO -EMPLOYEES AND CO - VOLUNTEER WORKERS 1. Your "employees" are insureds with respect to "bodily injury" to a co "employee" in the course of the co -"employee's" employment by you, or to your "volunteer workers" while per- forming duties related to the conduct of your business, provided that this coverage for your "employees" does not apply to acts outside the scope of their employment by you or while performing duties unrelated to the conduct of your business. 2. Your "volunteer workers" are insureds with respect to "bodily injury" to a co -"volunteer worker" while performing duties related to the conduct of your business, or to your "employ- ees" in the course of the "employee's" em- ployment by you, provided that this coverage for your "volunteer workers" does not apply while performing duties unrelated to the con- duct of your business. Page 4 of 5 3. Subparagraphs 2.a.(1)(a), (b) and (c) and 3.a. of WHO IS AN INSURED (Section II) do not apply to "bodily injury" for which insurance is provided by paragraph 1. or 2. above. J. AIRCRAFT CHARTERED WITH CREW 1. The following is added to the exceptions con- tained in the Aircraft, Auto Or Watercraft Exclusion in Part 2., Exclusions of COVER- AGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section I — Coverages): (This exclusion does not apply to:) Aircraft chartered with crew to any insured. 2. This Provision J. does not apply if the char- tered aircraft is owned by any insured. 3. The insurance provided by this Provision J. shall be excess over any other valid and col- lectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance pur- chased specifically by you to be excess of this policy. K. NON -OWNED WATERCRAFT 1. The exception contained in Subparagraph (2) of the Aircraft, Auto Or Watercraft Exclu- sion in Part 2., Exclusions of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section I — Coverages) is deleted and replaced by the following: (2) A watercraft you do not own that is: (a) Fifty feet long or less; and (b) Not being used to carry persons or property for a charge; 2. This Provision K. applies to any person who, with your expressed or implied consent, either uses or is responsible for the use of a water- craft. 3. The insurance provided by this Provision K. shall be excess over any other valid and col- lectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance pur- chased specifically by you to be excess of this policy. L. INCREASED SUPPLEMENTARY PAYMENTS Parts b. and d. of SUPPLEMENTARY PAY- MENTS — COVERAGES A AND B (Section I — Coverages) are amended as follows: 1. In Part b. the amount we will pay for the cost of bail bonds is increased to $2500. Copyright, The Travelers Indemnity Company, 2003 CG D1 86 11 03 2. In Part d. the amount we will pay for loss of earnings is increased to $500 a day. M KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE 1. The following is added to COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), paragraph 2. (Duties In The Event of Oc- currence, Offense, Claim or Suit): Notice of an "occurrence" or of an offense which may result in a claim under this insur- ance shall be given as soon as practicable af- ter knowledge of the "occurrence" or offense has been reported to any insured listed under Paragraph 1. of Section 11 — Who Is An In- sured or an "employee" (such as an insur- ance, loss control or risk manager or adminis- trator) designated by you to give such notice. Knowledge by other "employee(s)" of an "oc- currence" or of an offense does not imply that you also have such knowledge. 2. Notice shall be deemed prompt if given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us as soon as practicable after any insured listed under Paragraph 1. of Section II — Who Is An Insured or an "employee" (such as an insur- ance, loss control or risk manager or adminis- trator) designated by you to give such notice discovers that the "occurrence", offense or claim may involve this policy. 3. However, this Provision M. does not apply as respects the specific number of days within CG D1 86 11 03 COMMERCIAL GENERAL LIABILITY which you are required to notify us in writing of the abrupt commencement of a discharge, release or escape of "pollutants" which causes "bodily injury" or "property damage" which may otherwise be covered under this policy. N. UNINTENTIONAL OMISSION The following is added to COMMERCIAL GEN- ERAL LIABILITY CONDITIONS (Section IV), paragraph 6. (Representations): The unintentional omission of, or unintentional error in, any information provided by you shall not prejudice your rights under this insurance. How- ever, this Provision N. does not affect our right to collect additional premium or to exercise our right of cancellation or nonrenewal in accordance with applicable state insurance laws, codes or regula- tions. O. REASONABLE FORCE — BODILY INJURY OR PROPERTY DAMAGE The Expected Or Intended Injury Exclusion in Part 2., Exclusions of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section I — Coverages) is deleted and replaced by the following: (This insurance does not apply to:) Expected or Intended Injury or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of rea- sonable force to protect persons or property. Copyright, The Travelers Indemnity Company, 2003 Page 5 of 5 TRAVELERSJ WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 04 03 06 (01) — 001 POLICY NUMBER: (IFUB-7011Y37-9-08) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to cbtain this agreement from us.) You must maintain payroll records accurately secregating the remuneration of your employees while engaged in the work described in the Schedule. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE .000 % OF THE CALIFORNIA WORKERS' COMPENSATION PREMIUM OTHERWISE DUE ON SUCH REMUNERATION. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND CITY OF NATIONAL CITY DATE OF ISSUE: 02-12-D9 STASSIGN: LEGAL SERVICES A CORD CERTIFICATE OF LIABILITY INSURANCE DATE (MlNDD YYYY) 2/6/2009 PRODUCER (858) 457-3414 FAX: Barney BarneyLC Y Y CA Insurance Lic: 0003950 9171 Towne Centre Dr, 500 San Diego CA 92122 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 Christensen & Spath, LLP 550 West C Street, Suite 1660 San Diego, CA 92101 INSURER Federal Insurance Company INSURERB• INSURER C. INSURERD 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 OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POL CIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED 8Y PAID CLAIMS INSRLT LTR ADb'LU4SRD )NSRD TYPE OF INSURANCE POLICY NUMBER ' POLICY ATE LMMIDD!YYE POLICY DATE MMIDDIYYIN ) LIMITS GENERAL UABILITY EACH OCCURRENCE CO.'MERCIAL GENERA! LIABILITY DAMAGE TO RENTED PREMISES CEO c;CV'rerce) S CLAIMS MADE OCCJR MFD EXP ;Any one oereor-. $ PERSONAL & AOV INJURY $ GENERALAGGREGAT, 5 GEN'L AGGREGATE(LIMIT APPLIES PER FRODUCTS - COMP/OP ACC 5 POLICY j (JECT �fl LOC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE UNIT (Ea accident) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per persan) 5 H HIRED AUTOS NON -OWNED AUTOS BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) 5 GARAGE LIABILITY AUTO ONLY - EA ACCIDENT ANY AUTO OTHER THAN EA ACC 5 AUTO ONLY. AGG 5 EXCESS/UMBRELLA LIABILITY /J OCCI'RRFN^F $ OCCUR Ell CI AIMS MADE AGGREGATE DEDUCTIBLE 5 RETENIIQN 5 $ WORKERS COMPENSATION AND WC STATUS OTH- 70RY L'G1ITS Llt EMPLOYERS' UABILITY ANY P:ROPRIETOR/PARTNEREXECUTIVE E L EACH ACCIDEN- S OFFICLI$/MEMBER EXC'_UDED? E '_. DISEASE - EA EMPLOYEE s II yes. descr.ce under SPECIAL PROVISIONS W_low E L DISEASE - POLICY LIMIT $ A OTHER Professional Liability Insurance 68027712 5/29/2008 5/29/2009 Each Claim $2 , 000, 000 Aggregate $2, 000, 000 DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS *10 day notice of cancellation in the event of non-payment of premium. CERTIFICATE HOLDER CANCELLATION City of National City Community Development Commission of the City of National City 1243 National City Blvd. National City, CA 91950 ACORD 25 (2001/08) INS025 (olce) 08a SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL *30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO D0 SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPREBE T1S. AUTHORIZED REPRESENTA G ACORD CORPORATION 1988 Face 1 of 2 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) INS025 (oroe) 38a ,-,age 2 of 2 RESOLUTION NO. 2009 — 9 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AUTHORIZING THE CHAIRMAN TO EXECUTE AN AGREEMENT FOR AS -NEEDED LEGAL SERVICES WITH CHRISTENSEN & SPATH, LLP FOR A TERM OF TWO YEARS IN THE TOTAL NOT TO EXCEED AMOUNT OF $100,000 WHEREAS, the Community Development Commission of the City of National City is implementing the Redevelopment Plan for the National City Redevelopment Project; and WHEREAS, to achieve the objectives of the Redevelopment Plan, specialized outside legal assistance is needed for real estate transactions for both market -rate and affordable housing projects, as well as industrial and commercial projects; and WHEREAS, Christensen & Spath is a law firm proficient in the requirement of the California Redevelopment Law; and WHEREAS, Christensen & Spath has performed to the satisfaction of the Community Development Commission since August, 2006. NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission of the City of National City hereby authorizes the Chairman to execute the Agreement for as -needed legal services for two years in the not to exceed amount of $100,000 with Christensen & Spath, LLP. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 6th day of January, 2009. on Morrison, Chairman ATTEST: APPROVED AS TO FORM: George H. Eiser, III City Attorney Passed and adopted by the Community Development Commission of the City of National City, California, on January 6, 2009, by the following vote, to -wit: Ayes: Commissioners Morrison, Parra, Sotelo-Solis. Nays: None. Absent: Commissioner Zarate. Abstain: None. AUTHENTICATED BY: RON MORRISON Chairman, Community Development Commission Secretary, Cevelopment Commission By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2009-9 of the Community Development Commission of the City of National City, California, passed and adopted on January 6, 2009. Secretary, Community Development Commission By: Deputy City of National City, California COMMUNITY DEVELOPMENT COMMISSION AGENDA STATEMENT Name MEETING DATE: January 6, 2009 gym,. Name AGENDA ITEM NO. 22 (EM TITLE RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AUTHORIZING THE CHAIRMAN TO EXECUTE AN AGREEMENT WITH CHRISTENSEN & SPATH, LLP, NOT TO EXCEED $100,000, FOR AS NEEDED LEGAL SERVICES PREPARED BY George H. Eiser, III 0 DEPARTMENT City Attorney (Ext. 4221) EXPLANATION The CDC has retained and utilized the services of Christensen & Spath LLP for a variety of redevelopment matters, especially related to affordable housing projects such as re -vesting title in the Purple Cow site at 249 N. Highland Avenue and the Habitat for Humanity project at 1820 G St. Staff desires to enter a new retainer Agreement with the firm, since the existing contract expired last month. The firm has provided highly competent representation for the CDC for some matters that were not reimbursed by developers; however, in most instances developer deposits and reimbursements have and will continue to cover the cost of the legal services. Staff currently is considering utilizing the firm's services for the National City Housing Authority and to negotiate Disposition and Development Agreements for the Habitat for Humanity project at 1441 Harding Ave, the PSI -Home Depot project and for the Derr-Sudberry shopping center project. Environmental Review NI N/A Financial Statement This Agreement is tor as needed services not to exceed $100,000 over a two year period. These costs will only be incurred if needed and, in most cases, will be paid through developer deposits. Account No. Approved By: Finance Director STAFF RECOMMENDATION Adopt resolution. BOARD / COMMISSION RECOMMENDATION N/A ATTACHMENTS ( Listed Below) Resolution No. Proposed Agreement Resolution A-200 (9/99) 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 February 17, 2009 Mr. Charles Christensen Managing Partner Christensen & Spath LLP 550 West C Street, Suite 1660 San Diego, CA 92101 Dear Mr. Christensen, On January 6th, 2009, Resolution No. 2009-9 was passed and adopted by the Community Development Commission of the City of National City, authorizing execution of an agreement with Christensen & Spath LLP. We are enclosing for your records a certified copy of the above Resolution and a fully executed original agreement. Michael R. Dalla, CMC City Clerk Enclosures cc: Community Development Commission ® Recycled Paper