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HomeMy WebLinkAbout2012 CON SA City of National City - Coolidge Avenue Community CorridorNOTE TO FILE 09-05-12 IN THE MATTER OF: Resolution of the Successor Agency to the Community Development Commission as the National City Redevelopment Agency authorizing the Executive Director to execute an Agreement by and between the Successor Agency to the Community Development Commission as the National City Redevelopment Agency and the City of National City regarding the Coolidge Avenue Community Corridor Capital Improvement Project. Please note the following: THE FULLY EXECUTED ORIGINAL AGREEMENT HAS BEEN FILED WITH RESOLUTION NO. 2012-177 UNDER THE SAME FILE NO. (C2012-39) • Only one fully executed original agreement has been provided for both Resolution Nos. 2012-177 (City Council) and 2012-19 (Successor Agency). NTF AGREEMENT BY AND BETWEEN THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY AND THE CITY OF NATIONAL CITY REGARDING THE COOLIDGE AVENUE COMMUNITY CORRIDOR CAPITAL IMPROVEMENT PROJECT THIS AGREEMENT (this "Agreement") is entered into as of the 14`h day of August, 2012, by and between the CITY OF NATIONAL CITY, a California municipal corporation (the "City"), and the SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY, a California public entity (the "Successor Agency"), with reference to the following facts: WHEREAS, the City Council of the City established the Redevelopment Agency of the City of National City (the "Redevelopment Agency") by Ordinance No. 1164, dated April 11, 1967; and WHEREAS, the City Council of the City established the Housing Authority of the City of National City (the "Housing Authority") by Ordinance No. 1484, dated October 14, 1975; and WHEREAS, the City Council of the City established the Community Development Commission of the City of National City (the "CDC") by Ordinance No. 1484, dated October 14, 1975, and vested the CDC with all of the powers, duties and responsibilities of both the Redevelopment Agency and the Housing Authority, among other matters, for the purpose of enabling the CDC to operate and govern the Redevelopment Agency and the Housing Authority under a single board and as a single operating entity. The Community Development Commission of the City of National City acting in its capacity as the Redevelopment Agency of the City of National City is referred to herein as the "CDC -RDA"; and WHEREAS, pursuant to Assembly Bill No. X1 26 (2011-2012 1st Ex. Sess.) signed by the California Governor on June 28, 2011 ("AB 26"), as modified by the California Supreme Court on December 29, 2011 pursuant to its decision in California Redevelopment Association v. Matosantos, which amended, among other statutes, the California Community Redevelopment Law (Health & Safety Code §§33000 et seq.) (the "CRL"), all California redevelopment agencies, including the Redevelopment Agency and the CDC -RDA, were dissolved on February 1, 2012, and successor agencies were designated and vested with the responsibility of winding down the business and fiscal affairs of the former redevelopment agencies; and WHEREAS, pursuant to AB 26, the City Council of the City adopted Resolution No. 2012-15 on January 10, 2012, electing to be the Successor Agency to the CDC -RDA. The Successor Agency is a legal entity that exists separate and independent from the City. The Successor Agency formally named itself the "Successor Agency to the Community Development Commission as the National City Redevelopment Agency"; and WHEREAS, on February 1, 2012, all assets, properties, contracts, leases, books and records, buildings and equipment of the Redevelopment Agency and the CDC -RDA were Agreement re: Coolidge Avenue Community Corridor Capital Improvement Project Page 1 of 7 transferred by operation of law to the control of the Successor Agency and all authority, rights, powers, duties, and obligations previously vested in the Redevelopment Agency and the CDC - RDA were vested in the Successor Agency, for administration pursuant to Part 1.85 of AB 26; and WHEREAS, as part of the FY 2012-2013 State budget package, on June 27, 2012, the Legislature passed and the Governor signed Assembly Bill No. 1484 ("AB 1484", Chapter 26, Statutes 2012). Although the primary purpose of AB 1484 is to make technical and substantive amendments to AB 26 based on issues that have arisen in the implementation of AB 26, AB 1484 imposes additional statutory provisions relating to the activities and obligations of successor agencies and to the wind down process of former redevelopment agencies; and WHEREAS, the Successor Agency is required to undertake several actions pursuant to Part 1.85 of AB 26 as amended by AB 1484, including, without limitation, to expeditiously wind down the business and fiscal affairs of the Redevelopment Agency and the CDC -RDA pursuant to Health and Safety Code Section 34177(h) of AB 1484; and WHEREAS, under AB 26 as amended by AB 1484, each successor agency shall have an oversight board with fiduciary responsibilities to holders of enforceable obligations and the taxing entities that benefit from distributions of property taxes and other revenues pursuant to Health and Safety Code Section 34188; and WHEREAS, the oversight board has been established for the Successor Agency (hereinafter referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to Health and Safety Code Section 34179. The duties and responsibilities of the Oversight Board are primarily set forth in Health and Safety Code Sections 34179 through 34181 of AB 26 as amended by AB 1484; and WHEREAS, in accordance with and pursuant to the CRL, the CDC -RDA issued its 2011 Tax Allocation Bonds in March 2011 ("Bonds"). The Bonds contain use of proceeds requirements and tax-exempt compliance matters. Specifically, the Bonds provide that one of the projects for which the proceeds of the Bonds ("Bond Proceeds") are to be expended is the Coolidge Corridor I project (referred to herein as the Coolidge Avenue Community Corridor Capital Improvement Project or "Project"). The Project will provide pedestrian and safety enhancements around Kimball Elementary School; and WHEREAS, the City received a Federal Safe Route to Schools grant for approximately $730,000 that requires a local match of $200,000. The grant requires that Project close-out occur by September 30, 2014; and WHEREAS, the Bonds provide that the Bond Proceeds are to be used for the Project and it is in the best interests of the City and for the common benefit of residents, employees, business tenants and property owners within the City for the Project to be developed and constructed; Agreement re: Coolidge Avenue Community Corridor Capital Improvement Project Page 2 of 7 WHEREAS, due to the expertise and experience of City staff, the Successor Agency desires for the City to provide administrative and project management services and administer and expend, on behalf of the Successor Agency, the Bond Proceeds in connection with the development and construction of the Project; and WHEREAS, the City is agreeable to providing administrative and project management services and administering and expending, on behalf of the Successor Agency, the Bond Proceeds in connection with the development and construction of the Project; and WHEREAS, pursuant to Health and Safety Code Section 34180(h) of AB 1484, the Successor Agency, with the prior approval of the Oversight Board, may enter into agreements with the City; and WHEREAS, Health and Safety Code Section 34171(d)(1)(F) of AB 1484 defines an "enforceable obligation" to include contracts or agreements necessary for the administration or operation of the Successor Agency; and WHEREAS, Health and Safety Code Section 34177(i) requires the Successor Agency to continue to oversee development of properties until the contracted work has been completed or the contractual obligations of the CDC -RDA can be transferred to other parties; and WHEREAS, Health and Safety Code Section 34177(i) also provides that bond proceeds shall be used for the purposes for which bonds were sold; and WHEREAS, Health and Safety Code Section 34180(e) provides that Oversight Board approval is required for the Successor Agency to continue the acceptance of federal or state grants if that assistance is conditioned upon the provision of matching funds by the Successor Agency in an amount greater than 5 percent; and WHEREAS, total costs for the Project are estimated to 2,100,00; and WHEREAS, the City and the Successor Agency desire to enter into this Agreement to acknowledge the foregoing recitals and to provide for the City to provide administrative and project management services and administer and expend, on behalf of the Successor Agency, the Bond Proceeds in connection with the development and construction of the Project; and WHEREAS, the obligations set forth in this Agreement will be contractual obligations that, if breached, will subject the Successor Agency to damages and other liabilities or remedies. Agreement re: Coolidge Avenue Community Corridor Capital Improvement Project Page 3 of 7 NOW, THEREFORE, the parties hereto do mutually agree as follows: I. INTRODUCTORY PROVISIONS The recitals above are an integral part of this Agreement and set forth the intentions of the parties and the premises on which the parties have decided to enter into this Agreement. II. CITY'S OBLIGATIONS 1. Subject to and in accordance with all of the terms and conditions contained herein, including, without limitation, subsection 3, below, the City will perform, or cause to be performed, the services (collectively, the "Services") as set forth in the attached Exhibit A, which is incorporated hereby by reference. The Services shall include not only providing administrative and project management services but also administering and expending, on behalf of the Successor Agency, the Bond Proceeds in connection with the development and construction of the Project, as more particularly set forth in Exhibit A. 2. From time to time, the City Manager or his/her designee shall prepare and provide to the Successor Agency invoice(s) for the City staff time expended to provide the administrative and project management services in connection with the development and construction of the Project. 3. The City shall only be obligated to perform the Services to the extent that the Project is funded by the Bond Proceeds as set forth in this Agreement and the development and construction of the Project occurs. The City shall have no liability or obligation to pay any costs or expenses related to the development and construction of the Project. 4. The City shall perform its obligations hereunder in accordance with the applicable provisions of federal, state and local laws. III. SUCCESSOR AGENCY'S OBLIGATIONS 1. The Successor Agency shall pay the City on an hourly basis for the administrative and project management services rendered by the City in connection with the development and construction of the Project in an amount not to exceed One Hundred Thousand Dollars ($100,000). The payment for the administrative and project management services in connection with the development and construction of the Project shall be based upon the invoices prepared by the City and provided to the Successor Agency as set forth in Section II.2., above. 2. The Successor Agency shall pay construction costs for the Project, including, without limitation, planning, development, permitting, design, bidding, construction management, materials testing, inspections, construction, and other related costs in an amount not to exceed One Million Dollars ($1,000,000). At the option of the City, construction costs shall either be paid directly to the contractors/consultants for the Project and/or to the City as and for reimbursement. All payments due to be made by the Successor Agency under this Section Agreement re: Coolidge Avenue Community Corridor Capital Improvement Project Page 4 of 7 III.2. shall be made from time to time by the Successor Agency as and when requested by the City Manager or his/her designee. City shall provide Successor Agency with a quarterly report that the development and construction of the Project for which payment is/has been made by the Successor Agency is commensurate with such payments. 3. The Successor Agency's payment obligations in the cumulative total amount of One Million One Hundred Thousand Dollars ($1,100,000) ($100,000 for administrative and project management services and $1,000,000 for construction costs) set forth in this Article III may be referred to herein as the "Payment Obligation". The Payment Obligation shall constitute an enforceable obligation of the Successor Agency due and payable from the Bond Proceeds. 4. The obligations of the Successor Agency set forth in this Agreement are contractual obligations that, if breached, will subject the Successor Agency to damages and other liabilities or remedies. 5. The Successor Agency hereby acknowledges and agrees that this Agreement constitutes the existence of an enforceable obligation pursuant to Part 1.8 and Part 1.85 of Division 24 of the Health and Safety Code for the purposes of, without limitation, the disposition of assets previously owned by the Redevelopment Agency and CDC -RDA. IV. LIABILITY AND INDEMNIFICATION In contemplation of the provisions of California Government Code section 895.2 imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Government Code section 895, the parties hereto, as between themselves, pursuant to the authorization contained in Government Code sections 895.4 and 895.6, shall each assume the full liability imposed upon it, or any of its officers, agents or employees, by law for injury caused by negligent or wrongful acts or omissions occurring in the performance of this Agreement to the same extent that such liability would be imposed in the absence of Government Code section 895.2. To achieve the above -stated purpose, each party indemnifies, defends and holds harmless the other party for any liability, losses, cost or expenses that may be incurred by such other party solely by reason of Government Code section 895.2. V. GENERAL PROVISIONS 1. The parties hereto agree to take all appropriate actions documents which may reasonably be necessary or convenient in order to and purposes of this Agreement. 2. Each party shall maintain books and records regarding pursuant to this Agreement. Such books and records shall be available officers and agents of the other party at all reasonable times. 3. This Agreement is made in the State of California under the of the State of California, and is to be so construed. Agreement re: Coolidge Avenue Community Corridor Capital Improvement Project Page 5 of 7 and to execute any implement the intent its respective duties for inspection by the Constitution and laws 4. This Agreement will become effective upon the approval of the Oversight Board to the Successor Agency, subject to the review and approval of the Department of Finance if timely requested under AB 1484. 5. This Agreement may be amended at any time, and from time to time, by an agreement executed by both parties to this Agreement and approved by the Oversight Board to the Successor Agency, subject to the review and approval of the Department of Finance if timely requested under AB 1484. 6. This Agreement may be executed in duplicate originals, each of which is deemed to be an original. This Agreement constitutes the entire understanding and agreement of the parties. 7. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the specific subject matter of this Agreement. 8. This Agreement is intended solely for the benefit of the Successor Agency and the City. Notwithstanding any reference in this Agreement to persons or entities other than the Successor Agency and the City, there shall be no third party beneficiaries under this Agreement. 9. All waivers of the provisions of this Agreement must be in writing and signed by the authorized representatives of the parties. 10. If any term, provisions, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. 11. This Agreement shall be binding on and shall inure to the benefit of all successors and assigns of the parties, whether by agreement or operation of law. This Agreement shall survive any full or partial merger of the Successor Agency and the City and shall remain separate obligations of the Successor Agency and the City and be fully enforceable according to its terms. [remainder of page left intentionally blank] [signatures on following page] Agreement re: Coolidge Avenue Community Corridor Capital Improvement Project Page 6 of 7 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. "SUCCESSOR AGENCY" SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY, a California public entity BY".�i�.c� Leslie Deese Executive Director ATTEST: APPROVED AS TO -FORM: By: Cla4%dia Ga General Co KANE, BALLMER & BERKMAN By: pecial Counsel "CITY" THE CITY OF NATIONAL CITY, a California municipal corporation By: Leslie Deese City Manager ATTEST: APPROVED AS TO,FORM: By: dia Gacitu City Atto Agreement re: Coolidge Avenue Community Corridor Capital Improvement Project Page 7 of 7 EXHIBIT A Scope of Services 1. Identify scope of work for design consultant. 2. Manage contract with design consultant. 3. Oversee plan and specification preparation. 4. Prepare and update Project notebook/files. 5. Review plan submittals. 6. Coordinate with utility companies and other stakeholders. 7. As may be needed, obtain environmental clearance and file with County of San Diego. 8. Set bid opening date/time with City Clerk. 9. Establish wage determination date if required by funding source(s). 10. Prepare and/or review bid documents. 11. Advertise Project for bid. 12. Prepare specifications purchase form. 13. As may be needed, notify property owners via U.S. mail of potential project impacts. 14. Initiate outreach program if required by funding source(s). 15. Attend bid opening. 16. Conduct bid result analysis. 17. Verify state license number for contractor(s) and subcontractor(s). 18. Contact contractor's references. 19. Review bid bond. 20. Post bid results. 21. Prepare and/or review contract documents. 22. Prepare agenda item to recommend award of contract. 23. Review executed contract and bonds. 24. Prepare purchase order and budget tracking worksheet. 25. Manage and enforce all terms and conditions of all contract documents. 26. Attend all project -related meetings. a. Weekly project meetings held weekly at a minimum. b. Other site and office meetings will be held as required to address issues that cannot wait for the weekly meeting. 27. As may be needed, manage contract for and coordination of soils and material testing. 28. Coordinate with utility companies and lead problem solving on utility issues. 29. Review, estimate and approve payments. 30. Prepare and process payment invoices using Successor Agency Bond Proceeds as the source of payment. 31. Review and recommend change orders for approval as necessary. 32. Conduct construction site visit to track progress, insure public relations effort and resolve any problems. 33. Maintain the Project files. 34. Manage construction management and inspection contracts. 35. Prepare before during and after photo documentation of Project. Exhibit A Page 1 of 2 36. Review traffic control plan. 37. As may be needed, review and inspect Project BMP's for compliance with storm water requirements. 38. Resolve any safety violations, accidents and water quality control issues. 39. Act as liaison with businesses and residents when necessary. 40. As may be needed, oversee public relations effort. 41. Oversee the collection and review of certified payroll records. 42. Oversee all labor compliance. 43. Attend Project final walkthrough. 44. Perform turnover duties to City Public Works Department. 45. Finalize the Project per City policy and standards. 46. Prepare and file Notice of Completion 47. Seek appropriate approval to close Project. Exhibit A Page 2 of 2 RESOLUTION NO. 2012 — 19 RESOLUTION OF THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT BY AND BETWEEN THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY AND THE CITY OF NATIONAL CITY REGARDING THE COOLIDGE AVENUE COMMUNITY CORRIDOR CAPITAL IMPROVEMENT PROJECT WHEREAS, the City Council established the Redevelopment Agency of the City of National City (the "Redevelopment Agency") by Ordinance No. 1164, dated April 11, 1967; and WHEREAS, the City Council established the Housing Authority of the City of National City (the "Housing Authority") by Ordinance No. 1484, dated October 14, 1975; and WHEREAS, the City Council established the Community Development Commission of the City of National City (the "CDC") by Ordinance No. 1484, dated October 14, 1975, and vested the CDC with all of the powers, duties and responsibilities of both the Redevelopment Agency and the Housing Authority, among other matters, for the purpose of enabling the CDC to operate and govern the Redevelopment Agency and the Housing Authority under a single board and as a single operating entity. The Community Development Commission of the City of National City acting in its capacity as the Redevelopment Agency of the City of National City is referred to herein as the "CDC -RDA"; and WHEREAS, pursuant to Assembly Bill No. X1 26 (2011-2012 1st Ex. Sess.) signed by the California Governor on June 28, 2011 ("AB 26"), as modified by the California Supreme Court on December 29, 2011 pursuant to its decision in California Redevelopment Association v. Matosantos, which amended, among other statutes, the California Community Redevelopment Law (Health & Safety Code §§ 33000 et seq.) (the "CRL"), all California redevelopment agencies, including the Redevelopment Agency and the CDC -RDA, were dissolved on February 1, 2012, and successor agencies were designated and vested with the responsibility of winding down the business and fiscal affairs of the former redevelopment agencies; and WHEREAS, pursuant to AB 26, the City Council of the City adopted Resolution No. 2012-15 on January 10, 2012, electing to be the Successor Agency to the CDC -RDA. The Successor Agency is a legal entity that exists separate and independent from the City. The Successor Agency formally named itself the "Successor Agency to the Community Development Commission as the National City Redevelopment Agency"; and WHEREAS, on February 1, 2012, all assets, properties, contracts, leases, books and records, buildings and equipment of the Redevelopment Agency and the CDC -RDA were transferred by operation of law to the control of the Successor Agency and all authority, rights, powers, duties, and obligations previously vested in the Redevelopment Agency and the CDC - RDA were vested in the Successor Agency, for administration pursuant to Part 1.85 of AB 26; and WHEREAS, as part of the FY 2012-2013 State budget package, on June 27, 2012, the Legislature passed and the Governor signed Assembly Bill No. 1484 ("AB 1484", Chapter 26, Statutes 2012). Although the primary purpose of AB 1484 is to make technical and Resolution No. 2012 — 19 August 14, 2012 Page Two substantive amendments to AB 26 based on issues that have arisen in the implementation of AB 26, AB 1484 imposes additional statutory provisions relating to the activities and obligations of successor agencies and to the wind down process of former redevelopment agencies; and WHEREAS, the Successor Agency is required to undertake several actions pursuant to Part 1.85 of AB 26 as amended by AB 1484, including, without limitation, to expeditiously wind down the business and fiscal affairs of the Redevelopment Agency and the CDC -RDA pursuant to Health and Safety Code Section 34177(h) of AB 1484; and WHEREAS, under AB 26 as amended by AB 1484, each successor agency shall have an oversight board with fiduciary responsibilities to holders of enforceable obligations and the taxing entities that benefit from distributions of property taxes and other revenues pursuant to Health and Safety Code Section 34188; and WHEREAS, the oversight board has been established for the Successor Agency (hereinafter referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to Health and Safety Code Section 34179. The duties and responsibilities of the Oversight Board are primarily set forth in Health and Safety Code Sections 34179 through 34181 of AB 26 as amended by AB 1484; and WHEREAS, in accordance with and pursuant to the CRL, the CDC -RDA issued its 2011 Tax Allocation Bonds in March 2011 ("Bonds"). The Bonds contain use of proceeds requirements and tax-exempt compliance matters. Specifically, the Bonds provide that one of the projects for which the proceeds of the Bonds ("Bond Proceeds") are to be expended is the Coolidge Corridor I project (referred to herein as the Coolidge Avenue Community Corridor Capital Improvement Project or "Project"). The Project will provide pedestrian and safety enhancements around Kimball Elementary School; and WHEREAS, the City received a Federal Safe Route to Schools grant for approximately $730,000 that requires a local match of $200,000. The grant requires that Project close-out occur by September 30, 2014; and WHEREAS, the Bonds provide that the Bond Proceeds are to be used for the Project and it is in the best interests of the City and for the common benefit of residents, employees, business tenants and property owners within the City for the Project to be developed and constructed; and WHEREAS, due to the expertise and experience of City staff, the Successor Agency desires for the City to provide administrative and project management services and administer and expend, on behalf of the Successor Agency, the Bond Proceeds in connection with the development and construction of the Project; and WHEREAS, the City is agreeable to providing administrative and project management services and administering and expending, on behalf of the Successor Agency, the Bond Proceeds in connection with the development and construction of the Project; and WHEREAS, pursuant to Health and Safety Code Section 34180(h) of AB 1484, the Successor Agency, with the prior approval of the Oversight Board, may enter into agreements with the City; and Resolution No. 2012 — 19 August 14, 2012 Page Three WHEREAS, Health and Safety Code Section 34171(d)(1)(F) of AB 1484 defines an "enforceable obligation" to include contracts or agreements necessary for the administration or operation of the Successor Agency; and WHEREAS, Health and Safety Code Section 34177(i) requires the Successor Agency to continue to oversee development of properties until the contracted work has been completed or the contractual obligations of the CDC -RDA can be transferred to other parties; and WHEREAS, Health and Safety Code Section 34177(i) also provides that bond proceeds shall be used for the purposes for which bonds were sold; and WHEREAS, Health and Safety Code Section 34180(e) provides that Oversight Board approval is required for the Successor Agency to continue the acceptance of federal or state grants if that assistance is conditioned upon the provision of matching funds by the Successor Agency in an amount greater than 5 percent; and WHEREAS, total costs for the Project are estimated to be $2,100,000; and WHEREAS, the City and the Successor Agency desire to enter into an Agreement by and between the Successor Agency to the Community Development Commission as the National City Redevelopment Agency and the City of National City Regarding the Coolidge Avenue Community Corridor Capital Improvement Project ("Agreement") to acknowledge the foregoing recitals, and to provide for the City to provide administrative and project management services and administer and expend, on behalf of the Successor Agency, the Bond Proceeds in connection with the development and construction of the Project, in the amount of $1,100,000; and WHEREAS, the obligations set forth in the Agreement will be contractual obligations that, if breached, will subject the Successor Agency to damages and other liabilities or remedies; and WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, BE IT RESOLVED by the Board of the Successor Agency to the Community Development Commission as the National City Redevelopment Agency as follows: 1. The Board of Directors of the Successor Agency has received and heard all oral and written objections to matters pertaining to this transaction, and all such oral and written objections are hereby overruled. 2. The Board of Directors of the Successor Agency hereby finds and determines that the foregoing recitals are true and correct. 3. The Board of Directors of the Successor Agency hereby approves the Agreement. 4. The Executive Director, or his/her designee, of the Successor Agency is hereby authorized and directed to execute the Agreement on behalf of the Successor Agency Resolution No. 2012 — 19 August 14, 2012 Page Four and to sign all other necessary documents, on behalf of the Successor Agency, first approved in writing by the Successor Agency General Counsel and to take all other actions necessary to implement and carry out the purposes of the Agreement and this Resolution. 5. This Resolution shall take effect immediately upon its adoption. PASSED and ADOPTED this 14th day of August, Morrison, Chairman ATTEST: Michael R. Dalla,'City Clerk as Secretary to the Successor Agency PPROVED A TO FO;M: dia Gacitua Successor Passed and adopted by the Successor Agency to the Community Development Commission as the Redevelopment Agency of the City of National City, California, on August 14, 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 1Y City Clerk Se ing 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. 2012-19 of the Successor Agency to the Community Development Commission as the Redevelopment Agency of the City of National City, California, passed and adopted on August 14, 2012. City Clerk Serving as Secretary to the Successor Agency By: Deputy MEETING DATE: SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY AGENDA STATEMENT August 14, 2012 c 0v d g '-\0C \0-te AGENDA ITEM NO.1 ITEM TITLE: Resolution of the Successor Agency to the Community Development Commission as the Natonal City Redevelopment Agency approving an agreement with the City of National City to provide Project Management for and to construct the Coolidge Avenue Community Corridor Capital Improvement Project, in the amount not -to -exceed $1,100,000. (Funded 2011 Tax Allocation Bond (CIP) fund) PREPARED BY: Barby Tiptor5-, Project Officer PHONE: X4583 EXPLANATION: See attached DEPARTMENT: Engineering APPROVED BY: FINANCIAL STATEMENT: APPROVED: Finance ACCOUNT NO. 714-409-500-598-6173 APPROVED: MIS Funds are available in account 714-409-500-598-6173 (Coolidge Avenue Community Corridor) 2011 Tax Allocation Bond (CIP) ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adopt resolution BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Explanation 2. Resolution 3. Agreement Explanation: The Successor Agency to the Community Development Commission as the National City Redevelopment Agency (SACDC) wishes to enter into an agreement with the City of National City whereby the City shall provide Project Management for and construction of the Coolidge Avenue Community Corridor Capital Improvement Project funded in part by the 2011 Tax Allocation Bond fund. The City has also secured a $730,000, federally funded, Safe Routes to School Grant to fund a portion of the project construction costs. The City shall provide Project Management and administrative support (See attached scope of work) to manage the project through construction completion. The construction project of the Coolidge Avenue Corridor Project proposes to deliver pedestrian enhancement and traffic calming measures along the Coolidge Avenue Corridor (from E. 12th Street to E. 18th Street) and along 18th Street (from Harding Avenue to Hoover Avenue) to improve walkability, reduce cut -through traffic, reduce vehicle speeds and collisions, and enhance safety in order to encourage children from the Old Town Neighborhood to walk to and from Kimball Elementary School. The proposed enhancements include new sidewalks, ADA curb ramps, bulb -outs, a raised crosswalk (speed table), lighting upgrades, and signing and striping improvements all within the existing public right-of-way. Staff recommends that this resolution be adopted. RESOLUTION NO. 2012 — RESOLUTION OF THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT BY AND BETWEEN THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY AND THE CITY OF NATIONAL CITY REGARDING THE COOLIDGE AVENUE COMMUNITY CORRIDOR CAPITAL IMPROVEMENT PROJECT WHEREAS, the City Council established the Redevelopment Agency of the City of National City (the "Redevelopment Agency") by Ordinance No. 1164, dated April 11, 1967; and WHEREAS, the City Council established the Housing Authority of the City of National City (the "Housing Authority") by Ordinance No. 1484, dated October 14, 1975; and WHEREAS, the City Council established the Community Development Commission of the City of National City (the "CDC") by Ordinance No. 1484, dated October 14, 1975, and vested the CDC with all of the powers, duties and responsibilities of both the Redevelopment Agency and the Housing Authority, among other matters, for the purpose of enabling the CDC to operate and govern the Redevelopment Agency and the Housing Authority under a single board and as a single operating entity. The Community Development Commission of the City of National City acting in its capacity as the Redevelopment Agency of the City of National City is referred to herein as the "CDC -RDA"; and WHEREAS, pursuant to Assembly Bill No. X1 26 (2011-2012 1st Ex. Sess.) signed by the California Governor on June 28, 2011 ("AB 26"), as modified by the California Supreme Court on December 29, 2011 pursuant to its decision in California Redevelopment Association v. Matosantos, which amended, among other statutes, the California Community Redevelopment Law (Health & Safety Code §§ 33000 et seq.) (the "CRL"), all California redevelopment agencies, including the Redevelopment Agency and the CDC -RDA, were dissolved on February 1, 2012, and successor agencies were designated and vested with the responsibility of winding down the business and fiscal affairs of the former redevelopment agencies; and WHEREAS, pursuant to AB 26, the City Council of the City adopted Resolution No. 2012-15 on January 10, 2012, electing to be the Successor Agency to the CDC -RDA. The Successor Agency is a legal entity that exists separate and independent from the City. The Successor Agency formally named itself the "Successor Agency to the Community Development Commission as the National City Redevelopment Agency"; and WHEREAS, on February 1, 2012, all assets, properties, contracts, leases, books and records, buildings and equipment of the Redevelopment Agency and the CDC -RDA were transferred by operation of law to the control of the Successor Agency and all authority, rights, powers, duties, and obligations previously vested in the Redevelopment Agency and the CDC - RDA were vested in the Successor Agency, for administration pursuant to Part 1.85 of AB 26; and WHEREAS, as part of the FY 2012-2013 State budget package, on June 27, 2012, the Legislature passed and the Governor signed Assembly Bill No. 1484 ("AB 1484", Chapter 26, Statutes 2012). Although the primary purpose of AB 1484 is to make technical and Resolution No. 2012 — August 14, 2012 Page Two substantive amendments to AB 26 based on issues that have arisen in the implementation of AB 26, AB 1484 imposes additional statutory provisions relating to the activities and obligations of successor agencies and to the wind down process of former redevelopment agencies; and WHEREAS, the Successor Agency is required to undertake several actions pursuant to Part 1.85 of AB 26 as amended by AB 1484, including, without limitation, to expeditiously wind down the business and fiscal affairs of the Redevelopment Agency and the CDC -RDA pursuant to Health and Safety Code Section 34177(h) of AB 1484; and WHEREAS, under AB 26 as amended by AB 1484, each successor agency shall have an oversight board with fiduciary responsibilities to holders of enforceable obligations and the taxing entities that benefit from distributions of property taxes and other revenues pursuant to Health and Safety Code Section 34188; and WHEREAS, the oversight board has been established for the Successor Agency (hereinafter referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to Health and Safety Code Section 34179. The duties and responsibilities of the Oversight Board are primarily set forth in Health and Safety Code Sections 34179 through 34181 of AB 26 as amended by AB 1484; and WHEREAS, in accordance with and pursuant to the CRL, the CDC -RDA issued its 2011 Tax Allocation Bonds in March 2011 ("Bonds"). The Bonds contain use of proceeds requirements and tax-exempt compliance matters. Specifically, the Bonds provide that one of the projects for which the proceeds of the Bonds ("Bond Proceeds") are to be expended is the Coolidge Corridor I project (referred to herein as the Coolidge Avenue Community Corridor Capital Improvement Project or "Project"). The Project will provide pedestrian and safety enhancements around Kimball Elementary School; and WHEREAS, the City received a Federal Safe Route to Schools grant for approximately $730,000 that requires a local match of $200,000. The grant requires that Project close-out occur by September 30, 2014; and WHEREAS, the Bonds provide that the Bond Proceeds are to be used for the Project and it is in the best interests of the City and for the common benefit of residents, employees, business tenants and property owners within the City for the Project to be developed and constructed; and WHEREAS, due to the expertise and experience of City staff, the Successor Agency desires for the City to provide administrative and project management services and administer and expend, on behalf of the Successor Agency, the Bond Proceeds in connection with the development and construction of the Project; and WHEREAS, the City is agreeable to providing administrative and project management services and administering and expending, on behalf of the Successor Agency, the Bond Proceeds in connection with the development and construction of the Project; and WHEREAS, pursuant to Health and Safety Code Section 34180(h) of AB 1484, the Successor Agency, with the prior approval of the Oversight Board, may enter into agreements with the City; and Resolution No. 2012 — August 14, 2012 Page Three WHEREAS, Health and Safety Code Section 34171(d)(1)(F) of AB 1484 defines an "enforceable obligation" to include contracts or agreements necessary for the administration or operation of the Successor Agency; and WHEREAS, Health and Safety Code Section 34177(i) requires the Successor Agency to continue to oversee development of properties until the contracted work has been completed or the contractual obligations of the CDC -RDA can be transferred to other parties; and WHEREAS, Health and Safety Code Section 34177(i) also provides that bond proceeds shall be used for the purposes for which bonds were sold; and WHEREAS, Health and Safety Code Section 34180(e) provides that Oversight Board approval is required for the Successor Agency to continue the acceptance of federal or state grants if that assistance is conditioned upon the provision of matching funds by the Successor Agency in an amount greater than 5 percent; and WHEREAS, total costs for the Project are estimated to be $2,100,000; and WHEREAS, the City and the Successor Agency desire to enter into an Agreement by and between the Successor Agency to the Community Development Commission as the National City Redevelopment Agency and the City of National City Regarding the Coolidge Avenue Community Corridor Capital Improvement Project ("Agreement") to acknowledge the foregoing recitals, and to provide for the City to provide administrative and project management services and administer and expend, on behalf of the Successor Agency, the Bond Proceeds in connection with the development and construction of the Project, in the amount of $1,100,000; and WHEREAS, the obligations set forth in the Agreement will be contractual obligations that, if breached, will subject the Successor Agency to damages and other liabilities or remedies; and WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, BE IT RESOLVED by the Board of the Successor Agency to the Community Development Commission as the National City Redevelopment Agency as follows: 1. The Board of Directors of the Successor Agency has received and heard all oral and written objections to matters pertaining to this transaction, and all such oral and written objections are hereby overruled. 2. The Board of Directors of the Successor Agency hereby finds and determines that the foregoing recitals are true and correct. 3. The Board of Directors of the Successor Agency hereby approves the Agreement. 4. The Executive Director, or his/her designee, of the Successor Agency is hereby authorized and directed to execute the Agreement on behalf of the Successor Agency Resolution No. 2012 — August 14, 2012 Page Four and to sign all other necessary documents, on behalf of the Successor Agency, first approved in writing by the Successor Agency General Counsel and to take all other actions necessary to implement and carry out the purposes of the Agreement and this Resolution. 5. This Resolution shall take effect immediately upon its adoption. PASSED and ADOPTED this 14th day of August, 2012. Ron Morrison, Chairman ATTEST: Michael R. Dalla, City Clerk as Secretary to the Successor Agency APPROVED AS TO FORM: Claudia Gacitua Silva Successor Agency Counsel AGREEMENT BY AND BETWEEN THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY AND THE CITY OF NATIONAL CITY REGARDING THE COOLIDGE AVENUE COMMUNITY CORRIDOR CAPITAL IMPROVEMENT PROJECT THIS AGREEMENT (this "Agreement") is entered into as of the 14`h day of August, 2012, by and between the CITY OF NATIONAL CITY, a California municipal corporation (the "City"), and the SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY, a California public entity (the "Successor Agency"), with reference to the following facts: WHEREAS, the City Council of the City established the Redevelopment Agency of the City of National City (the "Redevelopment Agency") by Ordinance No. 1164, dated April 11, 1967; and WHEREAS, the City Council of the City established the Housing Authority of the City of National City (the "Housing Authority") by Ordinance No. 1484, dated October 14, 1975; and WHEREAS, the City Council of the City established the Community Development Commission of the City of National City (the "CDC") by Ordinance No. 1484, dated October 14, 1975, and vested the CDC with all of the powers, duties and responsibilities of both the Redevelopment Agency and the Housing Authority, among other matters, for the purpose of enabling the CDC to operate and govern the Redevelopment Agency and the Housing Authority under a single board and as a single operating entity. The Community Development Commission of the City of National City acting in its capacity as the Redevelopment Agency of the City of National City is referred to herein as the "CDC -RDA"; and WHEREAS, pursuant to Assembly Bill No. XI 26 (2011-2012 1st Ex. Sess.) signed by the California Governor on June 28, 2011 ("AB 26"), as modified by the California Supreme Court on December 29, 2011 pursuant to its decision in California Redevelopment Association v. Matosantos, which amended, among other statutes, the California Community Redevelopment Law (Health & Safety Code §§33000 et seq.) (the "CRL"), all California redevelopment agencies, including the Redevelopment Agency and the CDC -RDA, were dissolved on February 1, 2012, and successor agencies were designated and vested with the responsibility of winding down the business and fiscal affairs of the former redevelopment agencies; and WHEREAS, pursuant to AB 26, the City Council of the City adopted Resolution No. 2012-15 on January 10, 2012, electing to be the Successor Agency to the CDC -RDA. The Successor Agency is a legal entity that exists separate and independent from the City. The Successor Agency formally named itself the "Successor Agency to the Community Development Commission as the National City Redevelopment Agency"; and WHEREAS, on February 1, 2012, all assets, properties, contracts, leases, books and records, buildings and equipment of the Redevelopment Agency and the CDC -RDA were Agreement re: Coolidge Avenue Community Corridor Capital Improvement Project Page 1 of 7 transferred by operation of law to the control of the Successor Agency and all authority, rights, powers, duties, and obligations previously vested in the Redevelopment Agency and the CDC - RDA were vested in the Successor Agency, for administration pursuant to Part 1.85 of AB 26; and WHEREAS, as part of the FY 2012-2013 State budget package, on June 27, 2012, the Legislature passed and the Governor signed Assembly Bill No. 1484 ("AB 1484", Chapter 26, Statutes 2012). Although the primary purpose of AB 1484 is to make technical and substantive amendments to AB 26 based on issues that have arisen in the implementation of AB 26, AB 1484 imposes additional statutory provisions relating to the activities and obligations of successor agencies and to the wind down process of former redevelopment agencies; and WHEREAS, the Successor Agency is required to undertake several actions pursuant to Part 1.85 of AB 26 as amended by AB 1484, including, without limitation, to expeditiously wind down the business and fiscal affairs of the Redevelopment Agency and the CDC -RDA pursuant to Health and Safety Code Section 34177(h) of AB 1484; and WHEREAS, under AB 26 as amended by AB 1484, each successor agency shall have an oversight board with fiduciary responsibilities to holders of enforceable obligations and the taxing entities that benefit from distributions of property taxes and other revenues pursuant to Health and Safety Code Section 34188; and WHEREAS, the oversight board has been established for the Successor Agency (hereinafter referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to Health and Safety Code Section 34179. The duties and responsibilities of the Oversight Board are primarily set forth in Health and Safety Code Sections 34179 through 34181 of AB 26 as amended by AB 1484; and WHEREAS, in accordance with and pursuant to the CRL, the CDC -RDA issued its 2011 Tax Allocation Bonds in March 2011 ("Bonds"). The Bonds contain use of proceeds requirements and tax-exempt compliance matters. Specifically, the Bonds provide that one of the projects for which the proceeds of the Bonds ("Bond Proceeds") are to be expended is the Coolidge Corridor I project (referred to herein as the Coolidge Avenue Community Corridor Capital Improvement Project or "Project"). The Project will provide pedestrian and safety enhancements around Kimball Elementary School; and WHEREAS, the City received a Federal Safe Route to Schools grant for approximately $730,000 that requires a local match of $200,000. The grant requires that Project close-out occur by September 30, 2014; and WHEREAS, the Bonds provide that the Bond Proceeds are to be used for the Project and it is in the best interests of the City and for the common benefit of residents, employees, business tenants and property owners within the City for the Project to be developed and constructed; Agreement re: Coolidge Avenue Community Corridor Capital Improvement Project Page 2 of 7 WHEREAS, due to the expertise and experience of City staff, the Successor Agency desires for the City to provide administrative and project management services and administer and expend, on behalf of the Successor Agency, the Bond Proceeds in connection with the development and construction of the Project; and WHEREAS, the City is agreeable to providing administrative and project management services and administering and expending, on behalf of the Successor Agency, the Bond Proceeds in connection with the development and construction of the Project; and WHEREAS, pursuant to Health and Safety Code Section 34180(h) of AB 1484, the Successor Agency, with the prior approval of the Oversight Board, may enter into agreements with the City; and WHEREAS, Health and Safety Code Section 34171(d)(1)(F) of AB 1484 defines an "enforceable obligation" to include contracts or agreements necessary for the administration or operation of the Successor Agency; and WHEREAS, IIealth and Safety Code Section 34177(i) requires the Successor Agency to continue to oversee development of properties until the contracted work has been completed or the contractual obligations of the CDC -RDA can be transferred to other parties; and WHEREAS, Health and Safety Code Section 34177(i) also provides that bond proceeds shall be used for the purposes for which bonds were sold; and WHEREAS, Health and Safety Code Section 34180(e) provides that Oversight Board approval is required for the Successor Agency to continue the acceptance of federal or state grants if that assistance is conditioned upon the provision of matching funds by the Successor Agency in an amount greater than 5 percent; and WHEREAS, total costs for the Project are estimated to 2,100,00; and WHEREAS, the City and the Successor Agency desire to enter into this Agreement to acknowledge the foregoing recitals and to provide for the City to provide administrative and project management services and administer and expend, on behalf of the Successor Agency, the Bond Proceeds in connection with the development and construction of the Project; and WHEREAS, the obligations set forth in this Agreement will be contractual obligations that, if breached, will subject the Successor Agency to damages and other liabilities or remedies. Agreement re: Coolidge Avenue Community Corridor Capital Improvement Project Page 3 of 7 NOW, THEREFORE, the parties hereto do mutually agree as follows: I. INTRODUCTORY PROVISIONS The recitals above are an integral part of this Agreement and set forth the intentions of the parties and the premises on which the parties have decided to enter into this Agreement. II. CITY'S OBLIGATIONS 1. Subject to and in accordance with all of the terms and conditions contained herein, including, without limitation, subsection 3, below, the City will perform, or cause to be performed, the services (collectively, the "Services") as set forth in the attached Exhibit A, which is incorporated hereby by reference. The Services shall include not only providing administrative and project management services but also administering and expending, on behalf of the Successor Agency, the Bond Proceeds in connection with the development and construction of the Project, as more particularly set forth in Exhibit A. 2. From time to time, the City Manager or his/her designee shall prepare and provide to the Successor Agency invoice(s) for the City staff time expended to provide the administrative and project management services in connection with the development and construction of the Project. 3. The City shall only be obligated to perform the Services to the extent that the Project is funded by the Bond Proceeds as set forth in this Agreement and the development and construction of the Project occurs. The City shall have no liability or obligation to pay any costs or expenses related to the development and construction of the Project. 4. The City shall perform its obligations hereunder in accordance with the applicable provisions of federal, state and local laws. III. SUCCESSOR AGENCY'S OBLIGATIONS 1. The Successor Agency shall pay the City on an hourly basis for the administrative and project management services rendered by the City in connection with the development and construction of the Project in an amount not to exceed One Hundred Thousand Dollars ($100,000). The payment for the administrative and project management services in connection with the development and construction of the Project shall be based upon the invoices prepared by the City and provided to the Successor Agency as set forth in Section II.2., above. 2. The Successor Agency shall pay construction costs for the Project, including, without limitation, planning, development, permitting, design, bidding, construction management, materials testing, inspections, construction, and other related costs in an amount not to exceed One Million Dollars ($1,000,000). At the option of the City, construction costs shall either be paid directly to the contractors/consultants for the Project and/or to the City as and for reimbursement. All payments due to be made by the Successor Agency under this Section Agreement re: Coolidge Avenue Community Corridor Capital Improvement Project Page 4 of 7 III.2. shall be made from time to time by the Successor Agency as and when requested by the City Manager or his/her designee. City shall provide Successor Agency with a quarterly report that the development and construction of the Project for which payment is/has been made by the Successor Agency is commensurate with such payments. 3. The Successor Agency's payment obligations in the cumulative total amount of One Million One Hundred Thousand Dollars ($1,100,000) ($100,000 for administrative and project management services and $1,000,000 for construction costs) set forth in this Article III may be referred to herein as the "Payment Obligation". The Payment Obligation shall constitute an enforceable obligation of the Successor Agency due and payable from the Bond Proceeds. 4. The obligations of the Successor Agency set forth in this Agreement are contractual obligations that, if breached, will subject the Successor Agency to damages and other liabilities or remedies. 5. The Successor Agency hereby acknowledges and agrees that this Agreement constitutes the existence of an enforceable obligation pursuant to Part 1.8 and Part 1.85 of Division 24 of the Health and Safety Code for the purposes of, without limitation, the disposition of assets previously owned by the Redevelopment Agency and CDC -RDA. IV. LIABILITY AND INDEMNIFICATION In contemplation of the provisions of California Government Code section 895.2 imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Government Code section 895, the parties hereto, as between themselves, pursuant to the authorization contained in Government Code sections 895.4 and 895.6, shall each assume the full liability imposed upon it, or any of its officers, agents or employees, by law for injury caused by negligent or wrongful acts or omissions occurring in the performance of this Agreement to the same extent that such liability would be imposed in the absence of Government Code section 895.2. To achieve the above -stated purpose, each party indemnifies, defends and holds harmless the other party for any liability, losses, cost or expenses that may be incurred by such other party solely by reason of Government Code section 895.2. V. GENERAL PROVISIONS 1. The parties hereto agree to take all appropriate actions documents which may reasonably be necessary or convenient in order to and purposes of this Agreement. 2. Each party shall maintain books and records regarding pursuant to this Agreement. Such books and records shall be available officers and agents of the other party at all reasonable times. 3. This Agreement is made in the State of California under the of the State of California, and is to be so construed. Agreement re: Coolidge Avenue Community Corridor Capital Improvement Project Page 5 of 7 and to execute any implement the intent its respective duties for inspection by the Constitution and laws 4. This Agreement will become effective upon the approval of the Oversight Board to the Successor Agency, subject to the review and approval of the Department of Finance if timely requested under AB 1484. 5. This Agreement may be amended at any time, and from time to time, by an agreement executed by both parties to this Agreement and approved by the Oversight Board to the Successor Agency, subject to the review and approval of the Department of Finance if timely requested under AB 1484. 6. This Agreement may be executed in duplicate originals, each of which is deemed to be an original. This Agreement constitutes the entire understanding and agreement of the parties. 7. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the specific subject matter of this Agreement. 8. This Agreement is intended solely for the benefit of the Successor Agency and the City. Notwithstanding any reference in this Agreement to persons or entities other than the Successor Agency and the City, there shall be no third party beneficiaries under this Agreement. 9. All waivers of the provisions of this Agreement must be in writing and signed by the authorized representatives of the parties. 10. If any term, provisions, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. 11. This Agreement shall be binding on and shall inure to the benefit of all successors and assigns of the parties, whether by agreement or operation of law. This Agreement shall survive any full or partial merger of the Successor Agency and the City and shall remain separate obligations of the Successor Agency and the City and be fully enforceable according to its terms. [remainder of page left intentionally blank] [signatures on following page] Agreement re: Coolidge Avenue Community Corridor Capital Improvement Project Page 6 of 7 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. "SUCCESSOR AGENCY" "CITY" SUCCESSOR AGENCY TO THE COMMUNITY THE CITY OF NATIONAL CITY, DEVELOPMENT COMMISSION AS THE a California municipal corporation NATIONAL CITY REDEVELOPMENT AGENCY, a California public entity By: By: Leslie Deese Ron Morrison Executive Director Mayor ATTEST: ATTEST: By: By: Secretary City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM: By: By: Claudia Gacitua Silva Claudia Gacitua Silva General Counsel City Attorney KANE, BALLMER & BERKMAN By: Special Counsel Agreement re: Coolidge Avenue Community Corridor Capital Improvement Project Page 7 of 7 EXHIBIT A Scope of Services 1. Identify scope of work for design consultant. 2. Manage contract with design consultant. 3. Oversee plan and specification preparation. 4. Prepare and update Project notebook/files. 5. Review plan submittals. 6. Coordinate with utility companies and other stakeholders. 7. As may be needed, obtain environmental clearance and file with County of San Diego. 8. Set bid opening date/time with City Clerk. 9. Establish wage determination date if required by funding source(s). 10. Prepare and/or review bid documents. 11. Advertise Project for bid. 12. Prepare specifications purchase form. 13. As may be needed, notify property owners via U.S. mail of potential project impacts. 14. Initiate outreach program if required by funding source(s). 15. Attend bid opening. 16. Conduct bid result analysis. 17. Verify state license number for contractor(s) and subcontractor(s). 18. Contact contractor's references. 19. Review bid bond. 20. Post bid results. 21. Prepare and/or review contract documents. 22. Prepare agenda item to recommend award of contract. 23. Review executed contract and bonds. 24. Prepare purchase order and budget tracking worksheet. 25. Manage and enforce all terms and conditions of all contract documents. 26. Attend all project -related meetings. a. Weekly project meetings held weekly at a minimum. b. Other site and office meetings will be held as required to address issues that cannot wait for the weekly meeting. 27. As may be needed, manage contract for and coordination of soils and material testing. 28. Coordinate with utility companies and lead problem solving on utility issues. 29. Review, estimate and approve payments. 30. Prepare and process payment invoices using Successor Agency Bond Proceeds as the source of payment. 31. Review and recommend change orders for approval as necessary. 32. Conduct construction site visit to track progress, insure public relations effort and resolve any problems. 33. Maintain the Project files. 34. Manage construction management and inspection contracts. 35. Prepare before during and after photo documentation of Project. Exhibit A Page 1 of 2 36. Review traffic control plan. 37. As may be needed, review and inspect Project BMP's for compliance with storm water requirements. 38. Resolve any safety violations, accidents and water quality control issues. 39. Act as liaison with businesses and residents when necessary. 40. As may be needed, oversee public relations effort. 41. Oversee the collection and review of certified payroll records. 42. Oversee all labor compliance. 43. Attend Project final walkthrough. 44. Perform turnover duties to City Public Works Department. 45. Finalize the Project per City policy and standards. 46. Prepare and file Notice of Completion 47. Seek appropriate approval to close Project. Exhibit A Page 2 of 2 Mayor Ron Morrison Council Members Alejandra Sotelo-Solis Louis Natividad Mona Rios Rosalie Zarate August 16, 2012 Kendall DeMatteo Berkey, Esq. Kane Ballmer & Berkman 402 West Broadway, 4th Floor San Diego, CA 92101 Office of the City Attorney City Attorney Claudia Gacitua Silva Deputy City Attorney Jennifer Knight RE: Agreement by and between the City of National City and the Successor Agency to the Community Development Commission as the National City Redevelopment Agency regarding the Coolidge Avenue Community Corridor Capital Improvement Project Dear Ms. Berkey: Enclosed please find the above -referenced Agreement for your signature. Once signed please return to my attention for processing by the City Clerk. Thank you. /;?,14 Ginny Miller Executive Assistant Enclosure cc: City Clerk V 1243 National City Boulevard; National City, California 91950-4301 Tel.: (619) 336.4220 Fax: (619) 336.4327