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HomeMy WebLinkAbout2012 CON SA Cummins & White LLP - Legal ServicesAGREEMENT FOR LEGAL SERVICES BY AND BETWEEN THE SUCCESSOR AGENCY TO COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY AND CUMMINS & WHITE, LLP THIS AGREEMENT FOR LEGAL SERVICES (the "Agreement") is made between THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY, a California public body, corporate and politic organized under the laws of the State of California (the "SA") and CUMMINS & WHITE, 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. RECITALS A. Redevelopment Agency Dissolution. Health and Safety Code section 34172, as modified by the opinion of the Supreme Court of the State of California in California Redevelopment Association, et al. v. Ana Matosantos, et al., Case No. S194861, provides that all redevelopment agencies, including the Redevelopment Agency of the City of National City ("Redevelopment Agency"), were dissolved as of February 1, 2012. B. Successor Agency. Health and Safety Code section 34173 provides that successor agencies are designated as successor entities to all redevelopment agencies in order to wind down the operations of the redevelopment agencies, dispose of their assets, and pay their debts and obligations, and that the city that authorized the creation of the redevelopment agency shall serve as the successor agency unless the city elects not to. The City of National City elected to serve as the successor agency to the Redevelopment Agency, as provided in City Council Resolution No. 2012-15, dated January 10, 2012. C. Community Development Commission The City of National City established its Redevelopment Agency in 1967. Thereafter, the City established a Community Development Commission and a Housing Authority in 1975. The Community Development Commission was to operate both the Redevelopment Agency and the Housing Authority. The dissolution of the Redevelopment Agency does not affect the continued existence of the Community Development Commission. The Community Development Commission continues to exist and operates the Housing Authority. Nothing in this Agreement is intended to provide for any legal services to the Community Development Commission -Housing Authority. D. Oversight Board. Assembly Bill No. AB 1X 26 provides that an Oversight Board shall be created to oversee the wind down of the affairs of former redevelopment agencies dissolved under Health and Safety Code section 34172. An Oversight Board has been appointed for the Redevelopment Agency ("NC Oversight Board"), and the Firm's client shall be the NC Oversight Board. The Firm shall not have an attorney -client relationship or an otherwise confidential relationship with SA. Firm shall comply with all applicable laws and rules governing its attorney -client relationship with the NC Oversight Board, including Rule 3-310 of the California Rules of Professional Conduct and Business and Professions Code Section 6068(e). SA shall not interfere with the Firm's independent professional judgment or with the attorney -client relationship between the Firm and the NC Oversight Board. As of the effective date of this Agreement and as is required by Rule 3-310 noted above, the Firm shall have obtained the informed written consent of the NC Oversight Board for this contractual relationship, whereby the fees for its legal services will be paid by a non -client. E. The Firm The Firm desires to perform and assume responsibility for the provision of certain professional services required by the Oversight Board on the terms and conditions set forth in this Agreement. The Firm represents that it is experienced in legal services to public clients, is licensed in the State of California, and is familiar with the plans of the Oversight Board. F. Project The SA desires to engage the Firm to render such legal services for the NC Oversight Board, as set forth in this Agreement. Terms Article 1. Retainer. The SA hereby retains Michael Houston of the Firm to provide as -needed professional legal services and counsel to the NC Oversight Board subject to this Agreement. Article 2. Scope of Services. The Firm promises and agrees to furnish to the Oversight Board all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional legal consulting services necessary ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules, and regulations. Article 3. The Firm's Responsibilities 3.1 Control and Payment of Subordinates: Independent Contractor. The Services shall be performed by Firm or under its supervision. Firm will determine the means, methods and details of perfornning the Services subject to the requirements of this Agreement. SA retains Firm on an independent contractor basis and not as an employee. Firm retains the 2012 Legal Services Agreement 2 City of National City and Cummins & White, LLP right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Firm shall also not be employees of SA and shall at all times be under Firm's exclusive direction and control. Firm shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Firm shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2 Schedule of Services. Firm shall perform the Services expeditiously, within the term of this Agreement. Firm represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. 3.3 Conformance to Applicable Requirements. All work prepared by Firm shall be subject to the approval of NC Oversight Board. 3.4 Substitution of Key Personnel. Firm has represented to NC Oversight Board that certain key personnel, specifically Michael Houston, will perform and coordinate the Services under this Agreement; Mr. Houston may also be assisted by James Wakefield (managing partner and trial section leader) and Bethelwel Wilson (associate). Should Mr. Houston become unavailable, Firm may substitute other personnel of at least equal competence upon written approval of NC Oversight Board. In the event that NC Oversight Board and Firm cannot agree as to the substitution of key personnel, NC Oversight Board shall be entitled to direct the SA to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the NC Oversight Board or who are determined by the NC Oversight Board to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Firm at the request of the NC Oversight Board. The key personnel for performance of this Agreement are as follows: Michael R.W. Houston. 3.5 SA's Representative. The SA hereby designates Brad Raulston or his or her designee, to act as its representative for the performance of this Agreement ("SA's Representative"). SA's Representative shall have the power to act on behalf of the SA for all purposes under this Agreement. For issues controlled by the SA under this Agreement, which expressly exclude issues involving Firm's independent professional judgment or the attorney - client relationship between Firm and the NC Oversight Board, Firm shall not accept direction or orders from any person other than the SA's Representative or his or her designee. 3.6 NC Oversight Board Representative. The NC Oversight Board hereby designates Ron Morrison, or his or her designee, to act as its representative for the performance of this Agreement ("Oversight Board's Representative"). Oversight Board's Representative shall have the power to act on behalf of the NC Oversight Board for all purposes under this Agreement. For issues controlled by the NC Oversight Board under this Agreement, which expressly include the attorney -client relationship between Firm and the NC Oversight Board, Firm shall not accept direction or orders from any person other than the Oversight Board's Representative or his or her designee. 2012 Legal Services Agreement 3 City of National City and Cummins & White, LLP 3.7 Firm's Representative. Firm hereby designates Michael Houston, or his or her designee, to act as its representative for the performance of this Agreement ("Firm's Representative"). Firm's Representative shall have full authority to represent and act on behalf of the Firm for all purposes under this Agreement. The Firm's Representative shall supervise and direct the Services, using his or her_best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.8 Coordination of Services. Finn agrees to work closely with the NC Oversight Board staff in the performance of Services and shall be available to the NC Oversight Board's staff, Firms and other representatives at all reasonable times. 3.9 Standard of Care; Performance of Employees. Firm shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Firm represents and maintains that it is skilled in the professional calling necessary to perform the Services. Firm warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Firm represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Firm shall perform, at its own cost and expense and without reimbursement from the NC Oversight Board or SA, any services necessary to correct errors or omissions which are caused by the Firm's failure to comply with the standard of care provided for herein. Any employee of the Firm or its subconsultants who is determined by the NC Oversight Board to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the NC Oversight Board, shall be promptly removed from the Project by the Firm and shall not be re-employed to perform any of the Services or to work on the Project. 3.10 Laws and Regulations; Employee/Labor Certifications. Firm shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Firm shall be liable for all violations of such laws and regulations in connection with Services. If the Firm performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the NC Oversight Board, Firm shall be solely responsible for all costs arising therefrom. Firm shall defend, indemnify and hold the NC Oversight Board, the SA, the City of National City, and their officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 2012 Legal Services Agreement 4 City of National City and Cummins & White. LLP Article 4. follows: Compensation. Compensation paid under this Agreement shall be as All Attorneys: $200.00 per hour for up to 13 hours per month and $250 for work in excess of 13 hours per month. Paralegal/Legal Assistant: $165 per hour A. The Firm shall not use more than one attorney for the same specific task without the SA Representative'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 SA Representative. 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 NC Oversight Board and the Firm. The SA shall not be obligated to pay the Firm amounts not discussed, budgeted, and agreed to before being incurred by the Firm. C. The SA 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 SA. D. The Firm shall keep the SA and NC Oversight Board advised monthly as to the level of attorney hours and client services performed under Article 1. The Firm will not charge for travel time; however, the Firm may charge for work performed for the NC Oversight Board during any travel time. E. The SA 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 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 SA with a statement breaking down the amounts by category of expense. The following items shall not be reimbursed, unless the SA 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 $.15 (fifteen cents) per page. (4) Auto mileage rates in excess of the rate approved by the Internal Revenue Service for income tax purposes. 2012 Legal Services Agreement 5 City of National City and Cummins & White. LLP (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) (9) Travel and meals. Late payment charge and/or interest. Every effort will be made to pay bills promptly. F. Payment of Compensation. Firm shall submit to Oversight Board Representative a monthly itemized statement which indicates work completed and hours of Services rendered by Firm. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. The Oversight Board's Representative shall, within 45 days of receiving such statement, review the statement and direct the SA to pay all approved charges thereon. Copies of any statements provided to the SA shall be redacted by Firm so as not to interfere with Firm's independent professional judgment or with the attorney -client relationship between Firm and the NC Oversight Board G. 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 (2) Discrete: Each task must be set out as a discrete billing entry; neither narrative nor block billing is acceptable. 2012 Legal Services Agreement 6 City of National City and Cummins & White, LLP (3) Appropriate (a) The SA does not pay for clerical support, administrative costs, overhead costs, outside expenses or excessive expenses. For example, the SA 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 SA pay for outside expenses such as messenger delivery fees, outside photocopying, videotaping of depositions, investigative services, outside computer litigation support services, or overnight mail. (b) Due to the nature of the SA's payment process, the SA will not pay any late charges. Every effort will be made to pay bills promptly. I. Staffing. Every legal matter should have a primarily responsible attorney and a paralegal assigned. Ultimately, staffing is a NC Oversight Board decision, and the Oversight Board'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 SA will not pay the costs of bringing a new attorney up to speed. (3) If more than one attorney is going to perform the same task, prior approval from the SA must be had. This includes document review. Article 5. 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 NC Oversight Board. Retention of the Firm is based on the particular professional expertise of the individuals rendering the services required in the Scope of Services. Article 6. 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 NC Oversight Board. All such work product shall be confidential and not released to any third party without the prior written consent of the NC Oversight Board. Article 7. Compliance with Controlling Law. The Firm shall comply with all applicable laws, ordinances, regulations, and policies of the federal, state, and local governments 2012 Legal Services Agreement 7 City of National City and Cummins & White, LLP as they pertain to this Agreement. In addition, the Firm shall comply immediately with any and all directives issued by the NC Oversight Board 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 8. Acceptability of Work. The NC Oversight Board 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 NC Oversight Board 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 NC Oversight Board or the Firm shall give to the other written notice. Within ten (10) business days, the Firm and the NC Oversight Board shall each prepare a report which supports their position and file the same with the other party. The SA 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 9. Ownership of Materials and Confidentiality. 9.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for the NC Oversight Board to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Firm under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of the NC Oversight Board, and shall not be used in whole or in substantial part by Firm on other projects without the NC Oversight Board's express written permission. 'Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Firm shall provide to the NC Oversight Board reproducible copies of all Documents & Data, in a form and amount required by the NC Oversight Board. The NC Oversight Board reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by the NC Oversight Board at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Firm is entitled under the termination provisions of this Agreement, Firm shall provide all Documents & Data to SA upon payment of the undisputed amount. Firm shall have no right to retain or fail to provide to the NC Oversight Board any such documents pending resolution of the dispute. In addition, Firm shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to the NC Oversight Board upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Firm shall make a reasonable effort to notify the NC Oversight Board and provide the NC Oversight Board with the opportunity to obtain the documents. 9.2 Subconsultants. Firm shall require all subconsultants to agree in writing that the NC Oversight Board is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Finn represents and warrants that Firm has the legal right to license any and all Documents & Data. Firm makes no such 2012 Legal Services Agreement 8 City of National City and Cummins & White, LLP representation and warranty in regard to Documents & Data which were prepared by design professionals other than Firm or its subconsultants, or those provided to Firm by the the NC Oversight Board. 9.3 Right to Use. The NC Oversight Board shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, including sharing them with, and authorizing them to be used by, the SA or the City of National City, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Firm shall be at the NC Oversight Board sole risk. If the NC Oversight Board uses or reuses the Documents & Data on any project other than this Project, it shall remove the Firm's seal from the Documents & Data and indemnify and hold harmless Firm and its officers, directors, agents and employees from claims arising out of the negligent use or re -use of the Documents & Data on such other project. Firm shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the the NC Oversight Board upon completion, suspension, abandonment or termination. Firm shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Firm, a party for whom the Firm is legally responsible or liable, or anyone approved by the Firm. 9.4 Indemnification. Firm shall defend, indemnify and hold the NC Oversight Board, SA, the City of National City, and their directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by SA of the Documents & Data, including any method, process, product, or concept specified or depicted. 9.5 Confidentiality. All Documents & Data, either created by or provided to Firm in connection with the performance of this Agreement, shall be held confidential by Firm. All Documents & Data shall not, without the prior written consent of the NC Oversight Board, be used or reproduced by Firm for any purposes other than the performance of the Services. Firm shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Firm that is otherwise known to Firm or is generally known, or has become known, to the related industry shall be deemed confidential. Finn shall not use the NC Oversight Board or SA's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of the NC Oversight Board or SA. Article 10. Indemnification. The Firm agrees to indemnify and hold the City of National City, the SA, the NC Oversight Board and their respective 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; 2012 Legal Services Agreement 9 City of National City and Cummins & White, LLP 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 City of National City, the SA, or the NC Oversight Board, or its respective agents, officers, or employees. 10.1 Additional Indemnity Obligations. Firm shall defend, with Counsel of the NC Oversight Board and SA's choosing and at Firm's own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Article 10 that may be brought or instituted against the NC Oversight Board, SA, the City of National City, or their directors, officials, officers, employees, volunteers and agents. Firm shall pay and satisfy any judgment, award or decree that may be rendered against the NC Oversight Board, SA, the City of National City, or their directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Firm shall also reimburse SA for the cost of any settlement paid by the NC Oversight Board, SA, the City of National City, or their directors, officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for any applicable attorney's fees and costs, including expert witness fees. Firm shall reimburse the NC Oversight Board, SA, the City of National City, and their directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Firm's obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the NC Oversight Board, SA, the City of National City, or their directors, officials officers, employees, agents, or volunteers. 10.2 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Diego County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Firm must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the NC Oversight Board or SA. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Firm. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Firm shall be barred from bringing and maintaining a valid lawsuit against the NC Oversight Board or SA. Article 11. 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 SA. 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: A. Commercial general liability insurance with a combined single limit of not less than one million dollars ($1,000,000). 2012 Legal Services Agreement 10 City of National City and Cummins & White, LLP 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 Article 10 shall name as additional insureds the City of National City, the SA, and NC Oversight Board and their respective elected 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 City, the SA, and the NC Oversight Board and their respective elected officials, officers, employees, agents, and representatives; (2) the policies are primary and not contributing with any insurance that may be carried by the City, SA, or NC Oversight Board; (3) the policies cannot be cancelled or materially changed except after thirty (30) days' notice by the insurer to the NC Oversight Board by certified mail. Before this Agreement shall take effect, the Firm shall furnish the SA 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 12. Drug Free Work Place. The Firm agrees to comply with the SA's Drug - Free Workplace requirements. Every person awarded a contract by the SA for the provision of services shall certify to the SA that it will provide a drug -free workplace. Any subcontract entered into by the Firm pursuant to this Agreement shall contain this provision. Article 13. Non -Discrimination Provisions. The Finn 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 Finn agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the SA setting forth the provisions of this non-discrimination clause. Article 14. Effective Date and Term. This Agreement shall be effective upon execution by the Firm and SA and continue through December 31, 2012. This Agreement may be extended upon mutual agreement by the parties. 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 NC Oversight Board. 2012 Legal Services Agreement 1 1 City of National City and Cummins & White, LLP Article 15. 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 NC Oversight Board shall be promptly notified in writing of any change in form. Article 16. 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 SA or NC Oversight Board shall be addressed to: Brad Raulston SA Representative 1243 National City Boulevard National City, CA 91950 Ron Morrison Chairman, NC Oversight Board Representative 1243 National City Boulevard National City, CA 91950 Notice to the Firm shall be addressed to: Cummins & White LLP 2424 W.E. Bristol Street, Suite 300 Newport Beach, CA 92660 Attn: Michael R. W. Houston Nothing contained in this agreement shall preclude or render inoperative service or such notice in the manner provided by law. Article 17. Headings. All article headings are for convenience only and shall not affect the construction or interpretation of this Agreement. Article 18. 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 2012 Legal Services Agreement 12 City of National City and Cummins & White, LLP agreements are merged in this Agreement. This Agreement cannot be amended or modified except by written agreement, and mutually agreed upon by the City 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 SA or NC Oversight Board 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 NC Oversight Board. This prohibition shall not preclude the NC Oversight Board 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. IN WITNESS WHEREOF, the parties have executed this Agreement on the 19th day of June, 2012. SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY By: B on, xecutive Director OVED, TO FORM: Clam Gac Successor Age Iva, egal Counsel CUMMINS & WHITE, LLP By: Jam M fr. /e teld g Partner 13 City of National City and Cummins & White, LLP 2012 Legal Services Agreement Exhibit "A" Scope of Services Legal Services Included in Hourly Rate General representation of the NC Oversight Board on matters relating to the NC Oversight Boards activity under ABx1 26. Attendance at all Oversight Board meetings (with no fee being billed for the travel time to attend these meetings); attendance at Oversight Board management staff meetings and other routine meetings as requested by the Oversight Board; consultation with Oversight Board members and management on legal issues as requested; review of public meeting agendas, agenda submittals, and minutes of Oversight Board meetings; provision of routine legal advice on behalf of the Oversight Board and the issuance of legal opinions, as requested by the Oversight Board; monitoring and review of proposed and enacted legislation affecting the Oversight Board; the preparation or review of routine Oversight Board resolutions; routine advice on government ethics and conflicts of interest. Hourly Rates for Services Not Included in General Legal Services Above Litigation (if requested): $250 2012 Legal Services Agreement 14 City of National City and Cummins & White, LLP 1CORD CERTIFICATE OF LIABILITY INSURANCE OP ID MC DATE (MMiDD/YYYY) 06/14/12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. 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). PRODUCER Mitchell & Mitchell-Lic0620650 250 Bel Marin Keys Blvd, Bld E Novato CA 94949 Phone:415-883-2525 Fax:415-883-7752 INSURED L VNIA NAME: (A/C(A/C No, Ext): ADDRESS: 1 FAX (A/C, No): PRODUCER CUSTOMER ID #- CUMMWH1 INSURER(S) AFFORDING COVERAGE NAIC Cummins & White, LLP 2424 S.E. Bristol St Ste 300 Newport Beach CA 92660-0757 INSURER A: CNA Insurance Co INSURER B : INSURER C : INSURER D INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSRL SUBR WVD POLICY NUMBER POLICY EFF (MOLIC/YEFF POLICY EXP YYY) ( POLICY EXP LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY J OCCUR I EACH OCCURRENCE $ PRISB IU a oc rr DI EL) AMEMAGE i (Ea N cel $ GEN'L 1 CLAIMS -MADE I MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT i PRODUCTS - COMP/OP AGG $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ !, BODILY INJURY (Per accident) $ I PROPERTY DAMAGE I (Per accident) $ $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ D DEDUCTIBLE RETENTION $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER.!EXECUTIVEn OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A '.. WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Lawyers Prof Liab 287269830 01/24/11 01/24/12 Ea Claim $5,000,000 Aggregate $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101 Additional Remarks Schedule, It more space is required) Prior Act Date:Full Deductible $50,000 CERTIFICATE HOLDER CANCELLATION 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, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Daniel J. McKenna ACORD 25 (2009/09) ©1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD OP ID: KU ,4�o�izo CERTIFICATE OF LIABILITY INSURANCE DAT06/14DYYYY) osr14r12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). PRODUCER 714-327-1400 Andreini & Company -South Coast License 0208825 714-327-1499 One MacArthur Place, Suite 100 South Coast Metro, CA 92707 CONTACT PHONE FAX r ic. No. at): (A/C, No): E-MAIL ADDRESS: PRODUCER CUMMI-3 CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Cummins & White, LLP 2424 S.E. Bristol Street#300 Newport Beach, CA 92660 INSURER A: Travelers Property Casualty 25674 INSURER B Oak River Insurance Company 34630 INSURER C: INSURER 0: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: • THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WV POLICY NUMBER POLICY EFF (MMIDD/YVYV) POLICY EXP (MM/DD/VVYY) LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY X X 16804010P61ATIL12 01/31/12 01/31/13 EACH OCCURRENCE $ 1,000,000 X DAMAGETORENTED PREMISES (Ea occurrence) $ 1,000,000 CLAIMS -MADE rX I OCCUR MED EXP (My one person) $ 5,000 PERSONAL S AOV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GGEEN'L A AGGREGATE LIMIT APPLIES PER: LOC PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY r� PR- JECT A A AUTOMOBILE X X LIABILITY 16804010P61ATIL12 16804010P61ATIL12 01/31/12 01/31/12 01/31/13 01/31/13 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ $ A UMBRELLA LIAB EXCESS LIAB X I OCCUR 1 CLAIMS -MADE CUP3387T3861242 01/31/12 01/31/13 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DEDUCTIBLE RETENTION $ $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) 11 yes, describe under DESCRIPTION OF OPERATIONS Y/N NIA X 2200056819121 04/01/12 04/01/13 WC STATU- OTH- X TORY LIMITS ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE S 1,000,000 below E.L. DISEASE - POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule if more space Is required) SEE ATTACHED HOLDER NOTES CERTIFICATE HOLDER CANCELLATION NATNATI 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, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORRIIZEDD REPRESENTATIVE�� ACORD 25 (2009/09) ©1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NOTEPAD: HOLDER CODE NATNATI INSURED'S NAME Cummins & White, LLP CUMMI-3 OP ID: KU PAGE 2 DATE 06/14/12 City of National City; Oversight Board to the Successor Agency to the Community Development Commission as the National City Redevelopment Agency; Successor Agency to the Community Development Commission as the National City RedevelopmentAgency are included as additional insured as respects General Liability only per attached endorsements CGD1050494 and CGD2460805. Coverage is primary and Non Contributory per attached form CGD0370405. Waiver of Subrogation a lies to the General Liability per the attached endorsement CGD1861103. Waiver of Subrogation applies to the Workers' Compensation per the attached endorsement WC990410A Untitled Page 1 of 1 CG D1 05 04 94 BLANKET ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS: 1. WHO IS AN INSURED (SECTION II) is amended to include as an insured any person or organization (called hereafter "additional insured") whom you have agreed in a written contract, executed prior to loss, to name as additional insured, but only with respect to liability arishg out of "your work" or your ongoing operations for that additional insured performed by you or for you. 2. With respect to the insurance afforded to Additioral Insureds the following conditions apply: a. Limits of Insurance - The following limits of liability apply: 1. The limits which you agreed to provide; or 2. The limits shown on the declarations, whichever is less b. This insurance is excess over any valid and collectible insurance unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. 3. This insurance does not apply: a. on any basis to any person or organization for whom you havo purchased an Owners and Contractors Protective policy. b. to "bodily injury," "property damage," "personal injury," or "advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; and 2. Supervisory, inspection or engineering services. CG D1 05 04 94 Privacy i legal Notices ©2008 The Travelers Companies, Inc. http://eforms.travelers.com/nxt/gateway.dll/fssforms 1/general%20liability/cgd1050494.ht... 12/29/2011 CG D2 46 08 05 Page 1 of 2 CG D2 46 08 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED — (Section II) is amended to include any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a) Only with respect 10 liability for "bodily injury", "property damage" or "personal injury"; and b) If, and only to the extent that, the Injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement shall not increase the limits of insurance described in Section III — Limits Of Insurance. b) The insurance provided to the additional insured does not apply to "bodily injury", "property damage" or "personal injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: i. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and ii. Supervisory, inspection, architectural or engineering activities. c) The insurance provided to the additional insured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the 'products -completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 3. The Insurance provided to the additional insured by this endorsement is excess over any valid and collectible "other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if the "written contract requiring insurance" specifically requires that this Insurance apply on a primary basis or a primary and non-contributory basis, this insurance is primary to "other insurance" available to the additional insured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance". But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible "other insurance"..whether primary. excess. contingent or on any other basis. that is available to the additional insured when that person or organization is an additional insured under such 'other insurance". 4. As a condition of coverage provided to the additional insured by this endorsement: a) The additional insured must give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: i. How, when and where the "occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and http://eforms.travelers.com/nxUgateway.dll/fssforms 1/general%20liability/cgd2460805.ht... 12/29/2011 CG D2 46 08 05 Page 2 of 2 iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b) If a claim is made or "suit" is brought against the additional insured, the additional insured must: i. Immediately record the specifics of the claim or "suit" and the date received; and il. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c) The additional insured must immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. d) The additional insured must tender the defense and indemnity of any daim or "suit" to any provider of "other insurance" which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insurance provided to the additional insured by this endorsement is primary to "other insurance" available to the additional insured which covers that person or organization as a named insured as described in paragraph 3. above. 5. The following definition is added to SECTION V. —DEFINITIONS: 'Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. CG D2 46 08 05 Privacy I Legal Notices ©2008 The Travelers Companies, Inc. http://eforms.travelers.com/nxt/gateway.dlUfssforms 1 /general%201iability/egd2460805.ht... 12/29/2011 CG D0 37 04 05 Page 1 of 1 CGDO370405 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), Paragraph 4. (Other Insurance), is amended as follows: 1. The following is added to Paragraph a. Primary Insurance: However, if you specifically agree in a written contract or written agreement that the insurance provided to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "properly damage" for which coverage is sought occurs; and b. The "personal injury" or "advertising injury" for which coverage is sought arises out of an offense committed subsequent to the signing and execution of that contract or agreement by you. 2. The first Subparagraph (2) of Paragraph b. Excess Insurance regarding dny other primary insurance available to you is deleted. 3. The following is added to Paragraph b. Excess Insurance, as an additional subparagraph under Subparagraph (1): That is available to the insured when the insured is added as an additional insured under any other policy, including any umbrella or excess policy. CGDO370405 Privacy I Legal Notices ©2008 The Travelers Companies. Inc. http://eforms.travelers.com/nxt/gateway.d11/fssforms 1 /general%20liability/cgd0370405.ht... 12/29/2011 CG D1 86 11 03 Page 1 of 5 CGD1861103 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 PROVISIONS 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 I. Injury to Co -Employees 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 PROVISIONS A. BROADENED NAMED INSURED 1. The Named Insured in Item 1. of the Declarations 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 interest on the effective date of the policy. However, coverage tor any such organization wm cease, as of the date, during the policy period, 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 person or organization for which coverage is excluded by endorsement. B. DAMAGE TO PREMISES RENTED TO YOU EXTENSION 1. The last paragraph of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section — Coverages) is deleted and replaced by the following: Exclusions c. through n. do not apply to damage to premises while rented to you, or temporarily 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 http://eforms.travelers.com/nxt/gateway.dll/fssforms 1/general%201iability/cgd1861103.ht... 12/29/2011 CGD1861103 Page 2 of 5 e. Water. A separate limit of insurance applies to this coverage as described in LIMITS OF INSURANCE (Section III). 2. Thls Insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: a. Rupture, bursting, or operation of pressure relief devices; b. Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from water; 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 Premises Rented To You Limit is the most we will pay under COVERAGE A. for damages because of "property damage" to any one premises while rented to you, or temporarily occupied by you with permission of the owner, caused by fire, explosion, lightning, smoke resulting from such fire, explosion, or lightning, or water. The Damage To Premises Rented To You Limit will apply to all damage proximately caused by the same "occurrence", 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 Lirrtit 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 portion 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 permission 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 COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section 1 — 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 - MANAGERS 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, executed prior to loss, to name as an additional insured, 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 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 limits shown on the Declarations, whichever is Tess. 2. The insurance afforded to the additional insured 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 excluded by endorsement; or c. Structural alterations, new construction or demolition operations performed by or on behalf of such http://eforms.travelers.com/nxt/gateway.dll/fssformsl/general%201iability/cgd 1861103.ht... 12/29/2011 CG DI 86 11 03 Page 3 of 5 additional insured. 3. The insurance afforded to the additional insured is excess over any valid and collectible insurance available to such additional insured, unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. E. BLANKET ADDITIONAL INSURED — LESSOR OF LEASED EQUIPMENT WHO IS AN INSURED (Section I1) 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, executed prior to loss, to name as an additional insured, 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 insured, 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 limits shown on the Declarations, whichever is less. 2. The insurance afforded to the additional insured does not apply to: a. Any "occurrence" that takes place after the equipment lease expires; or h. "Bodily injury" or "property damage" arising out of the sole negligence of such additional insured. 3. The Insurance afforded to the additional insured is excess over any valid and collectible insurance available to such additional insured, unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. F. INCIDENTAL MEDICAL MALPRACTICE 1. The definition of "bodily injury" in DEFINITIONS (Section V) is amended to include "Incidental Medical Malpractice Injury". 2. The following definition is added to OFFIN ITIONS (Section V): "Incidental medical malpractice injury" means bodily injury, mental anguish, sickness or disease sustained by a person, including death resulting from any of these at any time, arising out of the rendering of, or failure to render, 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 services" are those medical services rendered or provided in an emergency and for which no remuneration is demanded or received. 3. Paragraph 2.a.(1)(d) of WHO IS AN INSURED (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 employment by you. Any "employees" rendering "Good Samaritan services" will be deemed to be acting within the scope of their employment by you. 4. The following exclusion is added to paragraph 2. Exclusions of COVERAGE A. — BODILY INJURY AND PROPERTY DAMAGE LIABILITY (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 applicable 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 collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. G. PERSONAL INJURY — ASSUMED BY CONTRACT http://eforms.travelers.comfnxt/gateway.dll/fssfoimsl /general%20liability/cgd1861103.ht... 12/29/2011 CG D1 86 11 03 Page 4 of 5 1. The Contractual Liability Exclusion in Part 2., Exclusions of COVERAGE B. PERSONAL AND ADVERTISING INJURY LIABILITY (Section I - 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 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 deleted and replaced by the following: f. That part of any other contract or agreement pertaining to your business (including 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 "personal injury" to a third party or organization. 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 COVERAGE B. PERSONAL AND ADVERTISING INJURY LIABILITY is excluded by endorsement. H. EXTENSION OF COVERAGE — BODILY INJURY The definition of "bodily injury" (DEFINITIONS — Section V) is deleted and replaced by the following: "Bodily injury" means bodily injury, mental anguish, mental injury, shock, fright, disability, humiliation, sickness or disease sustained by a person, including death resulting from any of these at any time. I. INJURY TO CO -EMPLOYEES 1. It is agreed that your "employees" are insureds with respect to "bodily injury" to a co -"employee" in the course of the co -"employee's" employment by you, 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. Subparagraphs 2.a.(1)(a), (b) and (c) and 3.a. of WHO IS AN INSURED (Section 1I) do not apply to "bodily injury" for which insurance is provided by paragraph 1. above. J. AIRCRAFT CHARTERED WITH CREW 1. The following is added to the exceptions contained in the Aircraft, Auto Or Watercraft Exclusion in Part 2., Exclusions of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section 1 — Coverages): (This exclusion does not apply to:) Aircraft chartered with crew to any insured. 2. This Provision J. does not apply if the chartered aircraft is owned by any insured. 3. The insurance provided by this Provision J. shall be excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased 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 Exclusion 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 watercraft. 3. The insurance provided by this Provision K. shall be excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. L. INCREASED SUPPLEMENTARY PAYMENTS http://eforms.travelers.corn/rixt/gateway.d1Ufssforms 1 /general%201i abdity/cgd 1861103.ht... 12/29/2011 CG D1 86 11 03 Page 5 of 5 Parts b. and d. of SUPPLEMENTARY PAYMENTS — 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_ 2. In Part d. the amount we will pay for loss of earnings is increased to $500 a day. M. KNOWLEDGE AND NDTICE OF OCCURRENCE OR OFFENSE 1. The following is added to COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), paragraph 2. (Duties In The Event of Occurrence, Offense, Claim or Suit): Notice of an "occurrence or of an offense which may result in a claim under this insurance shall be given as soon as practicable after knowledge of the "occurrence" or offense has been reported to any insured listed under Paragraph 1. of Section II — Who Is An Insured or an "employee" (such as an insurance, loss control or risk manager or administrator) designated by you to give such notice. Knowledge by other "employee(s)" of an "occurrence 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 insurance, foss control or risk manager or administrator) 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 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 poi icy. N. UNINTENTIONAL OMISSION The following is added to COMMERCIAL GENERAL 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. However, 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 regulations. 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 dose 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 reasonable force to protect persons or property. CG D1 8611 03 Privacy' I .,gal NotiP.P.$ *20013 The Travelers Companies, Inc. http://eforms. travel ers.com/nxt/gateway.dll/fssforms 1 /general%201iability/cgd 1861103.ht... 12/29/2011 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10A (Ed 07-07) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS 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 obtain this agreement from us.) The additional premium for this endorsement shall be 2.00 % of the total policy premium otherwise due on such remuneration. The minimum premium for this endorsement is $ aqn nn Schedule Person or Organization ALL ORGANIZATIONS FOR WHOM THE WAIVER OF SUBROGATION IS ISSUED Job Description ALL CALIFORNIA OPERATIONS This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement Is issued subsequent to preparation of the policy.) Endorsement Effective 04/0112012 Policy No. 2200056019-121 Insured W HITAKER, FRED & WAKEFIELD, JAMES & ARNOLD, TARRY (P Insurance Company Oak River Insurance Company WC 99 04 10A (Ed 07-07) Endorsement No. 1 Premium $ Countersigned by 6;1r CERTIFICATE OF LIABILITY INSURANCE OP ID MC DATE (MM/DD/YYYY) 06/14/12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). PRODUCER Mitchell & Mitchell-Lic0620650 250 Bel Marin Keys Blvd, Bld E Novato CA 94949 Phone:415-883-2525 Fax:415-883-7752 INSURED bVN 1 A . NAME: PHONE A/C, No, Est): E-MAIL ADDRESS: FAX (A/C, No): PRODUCER CUSTOMER ID#: CUMMWH1 INSURER(S) AFFORDING COVERAGE NAIC R Cummins & White, LLP 2424 S.E. Bristol St Ste 300 Newport Beach CA 92660-0757 INSURER A: CNA Insurance Co INSURER B : INSURER C : INSURER D : INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE AUDL INSR SURF WVD POLICY EFF POLICY LXP POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY OCCUR EACH OCCURRENCE $ PRISE I c PRE PREMISE( (Eaa ooccurrrr ence) S CLAIMS -MADE MED EXP (Any one person) $ GEN'L PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ AGGREGATE LIMIT APPLIES PER: PRO LOC POLICY — JECT PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE — LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB — OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ D DEDUCTIBLE RETENTION $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY y / N ANY PROPRIETORIPARTNER/EXECUTIVM OFFICERIMEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Lawyers Prof Liab 287269830 07/24/11 07/24/12 Ea Claim $5,000,000 Aggregate $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101 Additional Remarks Schedule, It more space is required) Prior Act Date:Full Deductible. $50,000 Successor Agency to the Community Development Commission as the National City Redevelopment Agency. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Daniel J. McKenna ACORD 25 (2009/09) ©1988.2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ,4 9Rtf CERTIFICATE OF LIABILITY INSURANCE OP ID MC DATE(MM;DD,YYYY) 06/14/12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). PRODUCER Mitchell & Mitchell-Lic0620650 250 Bel Marin Keys Blvd, Bld E Novato CA 94 94 9 Phone:415-883-2525 Fax:415-883-7752 UUNIAUI NAME: aANNo,Exx: (AlC,No): 7 �ADDRESS. PRODUCER CUSTOMER ID p: CUMMW111 INSURER(S) AFFORDING COVERAGE NAIC It INSURED Cummins & White, LLP 2424 S.E. Bristol St Ste 300 Newport Beach CA 92660-0757 INSURER A: CNA Insurance Co INSURER B : INSURER C: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT 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 W ITH 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE AUUL INSR SUBF WVD POLICY NUMBER POLICY LEE (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY ' OCCUR EACH OCCURRENCE $ UAMAGL IUHLN ILU PREMISES (Ea occurrence) $ CLAIMS -MADE MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L GENERAL AGGREGATE $ AGGREGATE LIMIT APPLIES PER: POLICY PRO- LOG JEGT PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIV OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS Y / N N / A WC STATU- 1 01 H- TORY LIMITS ER E.L. EACH ACCIDENT $ I E.L. DISEASE - EA EMPLOYEE $ below E.L. DISEASE - POLICY LIMIT $ A Lawyers Prof Liab 287269830 07/24/11 07/z4/1z Ea Claim $5,000,000 Aggregate $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES Attach ACORD 101 Additional Remarks Schedule, if more space Is required) Prior Act Date:Full Deductible. $$50,000 Oversight Board to the Successor Agency to the Community Development Commision as the National City Redevelopment Agency. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Daniel J. McKenna ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD RESOLUTION NO. 2012 — 14 RESOLUTION OF THE BOARD OF THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT FOR LEGAL SERVICES FOR THE OVERSIGHT BOARD TO BE PROVIDED BY CUMMINS & WHITE, AND PAID FOR BY THE SUCCESSOR AGENCY FOR AN AMOUNT NOT TO EXCEED $100,000 WHEREAS, the Oversight Board was established to oversee the winding down of the City's redevelopment agency; and WHEREAS, due to a conflict of interest, the Oversight Board desires to obtain outside legal counsel to provide legal services; and WHEREAS, it has been determined that the law firm of Cummins & White, LLP, is qualified by experience and ability to perform the services desired by the Oversight Board, and is willing to perform such services for the not -to -exceed amount of $100,000; and WHEREAS, the Successor Agency would be the contracting party paying for the legal services, however, the firm would not have an attorney -client relationship with the Successor Agency, but would have such a relationship with the Oversight Board. NOW, THEREFORE, BE IT RESOLVED that the Board of the Successor Agency to the Community Development Commission as the National City Redevelopment Agency does hereby authorize the Executive Director to execute an Agreement with the law firm of Cummins & White, LLP, to provided legal services to the Oversight Board in an amount not to exceed $100,000, which is to be paid by the Successor Agency. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 19th day of June, ATTEST: Michael R. DaIla, Cify Clerk as Secretary to the Successor Agency on Morrison, Cha linan A`PROVED AS TO FORM: is Gaci Successor Ag va ounsel Passed and adopted by the Successor Agency to the Community Development Commission as the Redevelopment Agency of the City of National City, California, on June 19, 2012 by the following vote, to -wit: Ayes: Boardmembers Morrison, Natividad, Rios, Sotelo-Solis, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Chairman of the Successor Agency to the Community Development Commission as the Redevelopment Agency of the City of National City, California City Clerk Serving as Secretary to the Successor Agency By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2012-14 of the Successor Agency to the Community Development Commission as the Redevelopment Agency of the City of National City, California, passed and adopted on June 19, 2012. City Clerk Serving as Secretary to the Successor Agency By: Deputy SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY AGENDA STATEMENT MEETING DATE: June 19, 2012 AGENDA ITEM NO. 2 ITEM TITLE: Resolution of the Board of the Successor Agency to the CDC as the National City Redevelopment Agency authorizing the Executive Director to execute an Agreement for legal services for the Oversight Board to be provided by Cummins & White, and paid for by the Successor Agency, for an amount not to exceed $100,000 PREPARED BY: Claudia Gacitua Silva PHONE: Ext. 4222 EXPLANATION: DEPARTMENT: Ci APPROVED BY: The Oversight Board ("OB") has requested legal counsel. This Agreement is for Cummins and White to provide legal services to the OB, to be paid for by the Successor Agency. The most recently amended ROPS included this obligation, and the DOF did not inquire. FINANCIAL STATEMENT: APPROVED: Finance ACCOUNT NO. APPROVED: MIS N/A ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adopt proposed resolution. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: Legal Services Agreement Proposed resolution RESOLUTION NO. 2012 — RESOLUTION OF THE BOARD OF THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT FOR LEGAL SERVICES FOR THE OVERSIGHT BOARD TO BE PROVIDED BY CUMMINS & WHITE, AND PAID FOR BY THE SUCCESSOR AGENCY FOR AN AMOUNT NOT TO EXCEED $100,000 WHEREAS, the Oversight Board was established to oversee the winding down of the City's redevelopment agency; and WHEREAS, due to a conflict of interest, the Oversight Board desires to obtain outside legal counsel to provide legal services; and WHEREAS, it has been determined that the law firm of Cummins & White, LLP, is qualified by experience and ability to perform the services desired by the Oversight Board, and is willing to perform such services for the not -to -exceed amount of $100,000; and WHEREAS, the Successor Agency would be the contracting party paying for the legal services, however, the firm would not have an attorney -client relationship with the Successor Agency, but would have such a relationship with the Oversight Board. NOW, THEREFORE, BE IT RESOLVED that the Board of the Successor Agency to the Community Development Commission as the National City Redevelopment Agency does hereby authorize the Executive Director to execute an Agreement with the law firm of Cummins & White, LLP, to provided legal services to the Oversight Board in an amount not to exceed $100,000, which is to be paid by the Successor Agency. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 19th day of June, 2012 Ron Morrison, Chairman ATTEST: APPROVED AS TO FORM: Michael R. Dalla, City Clerk as Claudia Gacitua Silva Secretary to the Successor Agency Successor Agency Counsel AGREEMENT FOR LEGAL SERVICES BY AND BETWEEN THE SUCCESSOR AGENCY TO COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY AND CUMMINS & WHITE, LLP THIS AGREEMENT FOR LEGAL SERVICES (the "Agreement") is made between THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY, a California public body, corporate and politic organized under the laws of the State of California (the "SA") and CUMMINS & WHITE, 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. RECITALS A. Redevelopment Agency Dissolution. Health and Safety Code section 34172, as modified by the opinion of the Supreme Court of the State of California in California Redevelopment Association, et al. v. Ana Matosantos, el al., Case No. S194861, provides that all redevelopment agencies, including the Redevelopment Agency of the City of National City ("Redevelopment Agency"), were dissolved as of February 1, 2012. B. Successor Agency. Health and Safety Code section 34173 provides that successor agencies are designated as successor entities to all redevelopment agencies in order to wind down the operations of the redevelopment agencies, dispose of their assets, and pay their debts and obligations, and that the city that authorized the creation of the redevelopment agency shall serve as the successor agency unless the city elects not to. The City of National City elected to serve as the successor agency to the Redevelopment Agency, as provided in City Council Resolution No. 2012-15, dated January 10, 2012. C. Community Development Commission The City of National City established its Redevelopment Agency in 1967. Thereafter, the City established a Community Development Commission and a Housing Authority in 1975. The Community Development Commission was to operate both the Redevelopment Agency and the Housing Authority. The dissolution of the Redevelopment Agency does not affect the continued existence of the Community Development Commission. The Community Development Commission continues to exist and operates the Housing Authority. Nothing in this Agreement is intended to provide for any legal services to the Community Development Commission -Housing Authority. D. Oversight Board. Assembly Bill No. AB 1X 26 provides that an Oversight Board shall be created to oversee the wind down of the affairs of former redevelopment agencies dissolved under Health and Safety Code section 34172. An Oversight Board has been appointed for the Redevelopment Agency ("NC Oversight Board"), and the Firm's client shall be the NC Oversight Board. The Firm shall not have an attorney -client relationship or an otherwise confidential relationship with SA. Firm shall comply with all applicable laws and rules governing its attorney -client relationship with the NC Oversight Board, including Rule 3-310 of the California Rules of Professional Conduct and Business and Professions Code Section 6068(e). SA shall not interfere with the Firm's independent professional judgment or with the attorney -client relationship between the Firm and the NC Oversight Board. As of the effective date of this Agreement and as is required by Rule 3-310 noted above, the Firm shall have obtained the informed written consent of the NC Oversight Board for this contractual relationship, whereby the fees for its legal services will be paid by a non -client. E. The Firm The Firm desires to perform and assume responsibility for the provision of certain professional services required by the Oversight Board on the terms and conditions set forth in this Agreement. The Firm represents that it is experienced in legal services to public clients, is licensed in the State of California, and is familiar with the plans of the Oversight Board. F. Project The SA desires to engage the Firm to render such legal services for the NC Oversight Board, as set forth in this Agreement. Terms Article 1. Retainer. The SA hereby retains Michael Houston of the Firm to provide as -needed professional legal services and counsel to the NC Oversight Board subject to this Agreement. Article 2. Scope of Services. The Firm promises and agrees to furnish to the Oversight Board all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional legal consulting services necessary ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules, and regulations. Article 3. The Firm's Responsibilities 3.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Firm or under its supervision. Firm will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. SA retains Firm on an independent contractor basis and not as an employee. Firm retains the 2012 Legal Services Agreement 2 City of National City and Cummins & White, LLP right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Firm shall also not be employees of SA and shall at all times be under Firm's exclusive direction and control. Firm shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Firm shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2 Schedule of Services. Firm shall perform the Services expeditiously, within the term of this Agreement. Firm represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. 3.3 Conformance to Applicable Requirements. All work prepared by Firm shall be subject to the approval of NC Oversight Board. 3.4 Substitution of Key Personnel. Firm has represented to NC Oversight Board that certain key personnel, specifically Michael Houston, will perform and coordinate the Services under this Agreement; Mr. Houston may also be assisted by James Wakefield (managing partner and trial section leader) and Bethelwel Wilson (associate). Should Mr. Houston become unavailable, Firm may substitute other personnel of at least equal competence upon written approval of NC Oversight Board. In the event that NC Oversight Board and Firm cannot agree as to the substitution of key personnel, NC Oversight Board shall be entitled to direct the SA to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the NC Oversight Board or who are determined by the NC Oversight Board to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Firm at the request of the NC Oversight Board. The key personnel for performance of this Agreement are as follows: Michael R.W. Houston. 3.5 SA's Representative. The SA hereby designates Brad Raulston or his or her designee, to act as its representative for the performance of this Agreement ("SA's Representative"). SA's Representative shall have the power to act on behalf of the SA for all purposes under this Agreement. For issues controlled by the SA under this Agreement, which expressly exclude issues involving Firm's independent professional judgment or the attorney - client relationship between Firm and the NC Oversight Board, Firm shall not accept direction or orders from any person other than the SA's Representative or his or her designee. 3.6 NC Oversight Board Representative. The NC Oversight Board hereby designates Ron Morrison, or his or her designee, to act as its representative for the performance of this Agreement ("Oversight Board's Representative"). Oversight Board's Representative shall have the power to act on behalf of the NC Oversight Board for all purposes under this Agreement. For issues controlled by the NC Oversight Board under this Agreement, which expressly include the attorney -client relationship between Firm and the NC Oversight Board, Firm shall not accept direction or orders from any person other than the Oversight Board's Representative or his or her designee. 2012 Legal Services Agreement 3 City of National City and Cummins & White, LLP 3.7 Firm's Representative. Firm hereby designates Michael Houston, or his or her designee, to act as its representative for the performance of this Agreement ("Firm's Representative"). Firm's Representative shall have full authority to represent and act on behalf of the Firm for all purposes under this Agreement. The Firm's Representative shall supervise and direct the Services, using his or her=best skill and attention, and shall be responsible for all means, methods, techniques. sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.8 Coordination of Services. Firm agrees to work closely with the NC Oversight Board staff in the performance of Services and shall be available to the NC Oversight Board's staff, Firms and other representatives at all reasonable times. 3.9 Standard of Care; Performance of Employees. Firm shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Firm represents and maintains that it is skilled in the professional calling necessary to perform the Services. Firm warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Firm represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Firm shall perform, at its own cost and expense and without reimbursement from the NC Oversight Board or SA, any services necessary to correct errors or omissions which are caused by the Firm's failure to comply with the standard of care provided for herein. Any employee of the Firm or its subconsultants who is determined by the NC Oversight Board to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the NC Oversight Board, shall be promptly removed from the Project by the Firm and shall not be re-employed to perform any of the Services or to work on the Project. 3.10 Laws and Regulations; Employee/Labor Certifications. Firm shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Firm shall be liable for all violations of such laws and regulations in connection with Services. If the Firm performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the NC Oversight Board, Firm shall be solely responsible for all costs arising therefrom. Firm shall defend, indemnify and hold the NC Oversight Board, the SA, the City of National City, and their officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 2012 Legal Services Agreement 4 City of National City and Cummins & White, LLP Article 4. Compensation. Compensation paid under this Agreement shall be as follows: All Attorneys: $200.00 per hour for up to 13 hours per month and $250 for work in excess of 13 hours per month. Paralegal/Legal Assistant: $165 per hour A. The Firm shall not use more than one attorney for the same specific task without the SA Representative'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 SA Representative. 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 NC Oversight Board and the Firm. The SA shall not be obligated to pay the Firm amounts not discussed, budgeted, and agreed to before being incurred by the Firm. C. The SA 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 SA. D. The Firm shall keep the SA and NC Oversight Board advised monthly as to the level of attorney hours and client services performed under Article 1. The Firm will not charge for travel time; however, the Firm may charge for work performed for the NC Oversight Board during any travel time. E. The SA 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 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 SA with a statement breaking down the amounts by category of expense. The following items shall not be reimbursed, unless the SA 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 $.15 (fifteen cents) per page. (4) Auto mileage rates in excess of the rate approved by the Internal Revenue Service for income tax purposes. 2012 Legal Services Agreement 5 City of National City and Cummins & White. LLP (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. Every effort will be made to pay bills promptly. F. Payment of Compensation. Firm shall submit to Oversight Board Representative a monthly itemized statement which indicates work completed and hours of Services rendered by Firm. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. The Oversight Board's Representative shall, within 45 days of receiving such statement, review the statement and direct the SA to pay all approved charges thereon. Copies of any statements provided to the SA shall be redacted by Firm so as not to interfere with Firm's independent professional judgment or with the attorney -client relationship between Firm and the NC Oversight Board G. 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 (2) Discrete: Each task must be set out as a discrete billing entry; neither narrative nor block billing is acceptable. 2012 Legal Services Agreement 6 City of National City and Cummins & White, LLP (3) Appropriate (a) The SA does not pay for clerical support, administrative costs, overhead costs, outside expenses or excessive expenses. For example, the SA 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 SA pay for outside expenses such as messenger delivery fees, outside photocopying, videotaping of depositions, investigative services, outside computer litigation support services, or overnight mail. (b) Due to the nature of the SA's payment process, the SA will not pay any late charges. Every effort will be made to pay bills promptly. I. Staffing. Every legal matter should have a primarily responsible attorney and a paralegal assigned. Ultimately, staffing is a NC Oversight Board decision, and the Oversight Board'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 SA will not pay the costs of bringing a new attorney up to speed. (3) If more than one attorney is going to perform the same task, prior approval from the SA must be had. This includes document review. Article 5. 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 NC Oversight Board. Retention of the Firm is based on the particular professional expertise of the individuals rendering the services required in the Scope of Services. Article 6. 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 NC Oversight Board. All such work product shall be confidential and not released to any third party without the prior written consent of the NC Oversight Board. Article 7. Compliance with Controlling Law. The Firm shall comply with all applicable laws, ordinances, regulations, and policies of the federal, state, and local governments 2012 Legal Services Agreement 7 City of National City and Cummins & White, LLP as they pertain to this Agreement. In addition, the Firm shall comply immediately with any and all directives issued by the NC Oversight Board 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 8. Acceptability of Work. The NC Oversight Board 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 NC Oversight Board 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 NC Oversight Board or the Firm shall give to the other written notice. Within ten (10) business days, the Firm and the NC Oversight Board shall each prepare a report which supports their position and file the same with the other party. The SA 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 9. Ownership of Materials and Confidentiality. 9.1 Documents & Data: Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for the NC Oversight Board to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Firm under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of the NC Oversight Board, and shall not be used in whole or in substantial part by Firm on other projects without the NC Oversight Board's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Firm shall provide to the NC Oversight Board reproducible copies of all Documents & Data, in a form and amount required by the NC Oversight Board. The NC Oversight Board reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by the NC Oversight Board at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Firm is entitled under the termination provisions of this Agreement, Firm shall provide all Documents & Data to SA upon payment of the undisputed amount. Firm shall have no right to retain or fail to provide to the NC Oversight Board any such documents pending resolution of the dispute. In addition, Firm shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to the NC Oversight Board upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Firm shall make a reasonable effort to notify the NC Oversight Board and provide the NC Oversight Board with the opportunity to obtain the documents. 9.2 Subconsultants. Firm shall require all subconsultants to agree in writing that the NC Oversight Board is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Firm represents and warrants that Firm has the legal right to license any and all Documents & Data. Firm makes no such 2012 Legal Services Agreement 8 City of National City and Cummins & White, LLP representation and warranty in regard to Documents & Data which were prepared by design professionals other than Firm or its subconsultants, or those provided to Firm by the the NC Oversight Board. 9.3 Right to Use. The NC Oversight Board shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, including sharing them with, and authorizing them to be used by, the SA or the City of National City, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Firm shall be at the NC Oversight Board sole risk. If the NC Oversight Board uses or reuses the Documents & Data on any project other than this Project, it shall remove the Firm's seal from the Documents & Data and indemnify and hold harmless Firm and its officers, directors, agents and employees from claims arising out of the negligent use or re -use of the Documents & Data on such other project. Firm shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the the NC Oversight Board upon completion, suspension, abandonment or termination. Firm shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Firm, a party for whom the Firm is legally responsible or liable, or anyone approved by the Firm. 9.4 Indemnification. Firm shall defend, indemnify and hold the NC Oversight Board, SA, the City of National City, and their directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by SA of the Documents & Data, including any method, process, product, or concept specified or depicted. 9.5 Confidentiality. All Documents & Data, either created by or provided to Firm in connection with the performance of this Agreement, shall be held confidential by Firm. All Documents & Data shall not, without the prior written consent of the NC Oversight Board, be used or reproduced by Firm for any purposes other than the performance of the Services. Firm shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Firm that is otherwise known to Firm or is generally known, or has become known, to the related industry shall be deemed confidential. Firm shall not use the NC Oversight Board or SA's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of the NC Oversight Board or SA. Article 10. Indemnification. The Firm agrees to indemnify and hold the City of National City, the SA, the NC Oversight Board and their respective 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; 2012 Legal Services Agreement 9 City of National City and Cummins & White, LLP 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 City of National City, the SA, or the NC Oversight Board, or its respective agents, officers, or employees. 10.1 Additional Indemnity Obligations. Firm shall defend, with Counsel of the NC Oversight Board and SA's choosing and at Firm's own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Article 10 that may be brought or instituted against the NC Oversight Board, SA, the City of National City, or their directors, officials, officers, employees, volunteers and agents. Firm shall pay and satisfy any judgment, award or decree that may be rendered against the NC Oversight Board, SA, the City of National City, or their directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Firm shall also reimburse SA for the cost of any settlement paid by the NC Oversight Board, SA, the City of National City, or their directors, officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for any applicable attorney's fees and costs, including expert witness fees. Firm shall reimburse the NC Oversight Board, SA, the City of National City, and their directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Firm's obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the NC Oversight Board, SA, the City of National City, or their directors, officials officers, employees, agents, or volunteers. 10.2 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Diego County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Firm must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the NC Oversight Board or SA. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Firm. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Firm shall be barred from bringing and maintaining a valid lawsuit against the NC Oversight Board or SA. Article 11. 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 SA. 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: A. Commercial general liability insurance with a combined single limit of not less than one million dollars ($1,000,000). 2012 Legal Services Agreement 10 City of National City and Cummins & White, LLP 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 Article 10 shall name as additional insureds the City of National City, the SA, and NC Oversight Board and their respective elected 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 City, the SA, and the NC Oversight Board and their respective elected officials, officers, employees, agents, and representatives; (2) the policies are primary and not contributing with any insurance that may be carried by the City, SA, or NC Oversight Board; (3) the policies cannot be cancelled or materially changed except after thirty (30) days' notice by the insurer to the NC Oversight Board by certified mail. Before this Agreement shall take effect, the Firm shall furnish the SA 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 12. Drug Free Work Place. The Firm agrees to comply with the SA's Drug - Free Workplace requirements. Every person awarded a contract by the SA for the provision of services shall certify to the SA that it will provide a drug -free workplace. Any subcontract entered into by the Firm pursuant to this Agreement shall contain this provision. Article 13. 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 SA setting forth the provisions of this non-discrimination clause. Article 14. Effective Date and Term. This Agreement shall be effective upon execution by the Firm and SA and continue through December 31, 2012. This Agreement may be extended upon mutual agreement by the parties. 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 NC Oversight Board. 2012 Legal Services Agreement 11 City of National City and Cummins & White, LLP Article 15. 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 NC Oversight Board shall be promptly notified in writing of any change in form. Article 16. 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 SA or NC Oversight Board shall be addressed to: Brad Raulston SA Representative 1243 National City Boulevard National City, CA 91950 Ron Morrison Chairman, NC Oversight Board Representative 1243 National City Boulevard National City, CA 91950 Notice to the Firm shall be addressed to: Cummins & White LLP 2424 W.E. Bristol Street, Suite 300 Newport Beach, CA 92660 Attn: Michael R. W. Houston Nothing contained in this agreement shall preclude or render inoperative service or such notice in the manner provided by law. Article 17. Headings. All article headings are for convenience only and shall not affect the construction or interpretation of this Agreement. Article 18. 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 2012 Legal Services Agreement 12 City of National City and Cummins & White, LLP agreements are merged in this Agreement. This Agreement cannot be amended or modified except by written agreement, and mutually agreed upon by the City 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 SA or NC Oversight Board 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 NC Oversight Board. This prohibition shall not preclude the NC Oversight Board 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. IN WITNESS WHEREOF, the parties have executed this Agreement on the 19th day of June, 2012. SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY CUMMINS & WHITE, LLP By: James R. Wakefield By: Managing Partner Brad Raulston, Executive Director APPROVED AS TO FORM: Claudia Gacitua Silva, Successor Agency Legal Counsel 2012 Legal Services Agreement 13 City of National City and Cummins & White, LLP Exhibit "A" Scope of Services Legal Services Included in Hourly Rate General representation of the NC Oversight Board on matters relating to the NC Oversight Boards activity under ABx1 26. Attendance at all Oversight Board meetings (with no fee being billed for the travel time to attend these meetings); attendance at Oversight Board management staff meetings and other routine meetings as requested by the Oversight Board; consultation with Oversight Board members and management on legal issues as requested; review of public meeting agendas, agenda submittals, and minutes of Oversight Board meetings; provision of routine legal advice on behalf of the Oversight Board and the issuance of legal opinions, as requested by the Oversight Board; monitoring and review of proposed and enacted legislation affecting the Oversight Board; the preparation or review of routine Oversight Board resolutions; routine advice on government ethics and conflicts of interest. Hourly Rates for Services Not Included in General Legal Services Above Litigation (if requested): $250 2012 Legal Services Agreement 14 City of National City and Cummins & White, LLP r OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone / 619-336-4229 fax Cummins & White Legal Services for the Oversight Board Ginny Miller (City Atty.) Forwarded Copy of Agreement to Cummins & White