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HomeMy WebLinkAbout2017 CON HA NHA Advisors - Municipal Advisory ServicesAGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION — HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY AND NHA ADVISORS, LLC THIS AGREEMENT is entered into this 17th day of January, 2017, by and between the COMMUNITY DEVELOPMENT COMMISSION — HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY, a governmental entitity (the "HOUSING AUTHORITY"), and NHA ADVISORS, LLC, a California limited liability company (the "CONSULTANT"). RECITALS WHEREAS, the HOUSING AUTHORITY' desires to employ a CONSULTANT to provide municipal advisory services. WHEREAS, the HOUSING AUTHORITY has determined that the CONSULTANT is a municipal advisor and is qualified by experience and ability to perform the services desired by the HOUSING AUTHORITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The HOUSING AUTHORITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on January 17, 2017. The duration of this Agreement is for the period of January 17, 2017 through December 31, 2019. This Agreement may be extended by mutual agreement upon the same terms and conditions for two (2) additional one (1) year terms. 3. SCOPE OF SERVICES. The CONSULTANT shall perform municipal advisory services as set forth in the attached Exhibit "A." The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the HOUSING AUTHORITY for such services, except as authorized in advance by the HOUSING AUTHORITY. The HOUSING AUTHORITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the HOUSING AUTHORITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. The Director of Finance is designated as the Project Coordinator for the HOUSING AUTHORITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Craig Hill thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based upon billing(s) covering actual work performed in accordance with the rates stated in the attached Exhibit "B." Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The labor rates for work described in Exhibit "A" of this agreement shall not exceed the rates listed in Exhibit "B" of this Agreement. Compensation for bond transactions shall be based upon the schedule included in Exhibit `B" and shall not exceed the rates listed in Exhibit "B." Invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A," as determined by the HOUSING AUTHORITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the HOUSING AUTHORITY, and for furnishing of copies to the HOUSING AUTHORITY, if requested. 6. ACCEPTABILITY OF WORK. The HOUSING AUTHORITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the HOUSING AUTHORITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the HOUSING AUTHORITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the HOUSING AUTHORITY shall each prepare a report which supports their position and file the same with the other party. The HOUSING AUTHORITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance, and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the HOUSING AUTHORITY for use with respect to this Project, and shall be turned over to the HOUSING AUTHORITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the HOUSING AUTHORITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the HOUSING AUTHORITY'S prior authorization regarding reproduction, which authorization shall not be 2016 Agreement 2 Housing Authority and NHA Advisors, LLC unreasonably withheld. The CONSULTANT shall, upon request of the HOUSING AUTHORITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the HOUSING AUTHORITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the HOUSING AUTHORITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the HOUSING AUTHORITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the HOUSING AUTHORITY, or for any liability to the HOUSING AUTHORITY should the documents be used by the HOUSING AUTHORITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the HOUSING AUTHORITY, and are not entitled to any of the rights, benefits, or privileges of the HOUSING AUTHORITY'S employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the HOUSING AUTHORITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the HOUSING AUTHORITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the HOUSING AUTHORITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the HOUSING AUTHORITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the HOUSING AUTHORITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the HOUSING AUTHORITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, all Municipal Securities Rulemaking Board rules, and all 2016 Agreement 3 Housing Authority and NHA Advisors, LLC applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the HOUSING AUTHORITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the HOUSING AUTHORITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the HOUSING AUTHORITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the HOUSING AUTHORITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the HOUSING AUTHORITY for any increased costs that result from the HOUSING AUTHORITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the HOUSING AUTHORITY setting forth the provisions of this non-discrimination clause. 2016 Agreement 4 Housing Authority and NHA Advisors, LLC 14. CONFIDENTIAL INFORMATION. The HOUSING AUTHORITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the HOUSING AUTHORITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions, or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the HOUSING AUTHORITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm, or corporation. CONSULTANT shall be liable to HOUSING AUTHORITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suites, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; 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 HOUSING AUTHORITY, its agents, officers, or employees. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the HOUSING AUTHORITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the HOUSING AUTHORITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 2016 Agreement 5 Housing Authority and NHA Advisors, LLC 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $5,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the HOUSING AUTHORITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the HOUSING AUTHORITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location." D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the HOUSING AUTHORITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by HOUSING AUTHORITY. E. The aforesaid policies shall constitute primary insurance as to the HOUSING AUTHORITY, its officers, employees, and volunteers, so that any other policies held by the HOUSING AUTHORITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the HOUSING AUTHORITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the HOUSING AUTHORITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with, and approved by the HOUSING AUTHORITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the HOUSING AUTHORITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the HOUSING AUTHORITY. 2016 Agreement 6 Housing Authority and NHA Advisors, LLC 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the HOUSING AUTHORITY shall, in addition, be limited to the amount of attorney's fees incurred by the HOUSING AUTHORITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the HOUSING AUTHORITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the HOUSING AUTHORITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the HOUSING AUTHORITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the HOUSING AUTHORITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the HOUSING AUTHORITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the HOUSING AUTHORITY all rights set forth in Section 7. E. The HOUSING AUTHORITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is 2016 Agreement 7 Housing Authority and NHA Advisors, LLC outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To HOUSING AUTHORITY: Director of Finance City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Craig Hill, Principal NHA Advisors, LLC 4040 Civic Center Drive, Suite 200 San Rafael, CA 94903 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request, or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the HOUSING AUTHORITY. The CONSULTANT also agrees not to specify any product, treatment, process, or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the HOUSING AUTHORITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the HOUSING AUTHORITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any fmancial interests that would require it to disqualify itself from any matter on which it might perform services for the HOUSING AUTHORITY. ® If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. 2016 Agreement 8 Housing Authority and NHA Advisors, LLC The CONSULTANT shall be strictly liable to the HOUSING AUTHORITY for all damages, costs or expenses the HOUSING AUTHORITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 22. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits or schedules or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement will control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent, or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. 2016 Agreement 9 Housing Authority and NHA Advisors, LLC L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. COMMUNITY DEVELOPMENT NHA ADVISORS, LLC COMMISSION — HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY Leslie Deese, Executive Director APPROVED AS TO FORM: 9 . George H. iser, III Interim General Counsel for the Community Development Commission — Housing Authority of the City of National City 2016 Agreement 10 By: C /6 /16-- (Print) (Title) Housing Authority and NHA Advisors, LLC Exhibit A NHA Advisors, LLC Scope of Services Municipal advisory services may include, but are not limited to, assisting the Community Development Commission — Housing Authority of the City of National City ("Housing Authority") to: • review the Housing Authority's long-range financing needs, particularly with respect to its capital improvement program, and develop alternative strategies for meeting those needs; • analyze and interpret legislation for economic or financial opportunities or impacts for the Housing Authority; ■ analyze and interpret complex business plans and financial proposals made to the Housing Authority; ■ present alternative strategies for managing the Housing Authority's current or future debt to achieve the best value for taxpayers. The consultant may also be called upon to assist with the issuance of debt, including, but not limited to: • review of credit issues & key terms of the financing indenture; • review and analysis of complex business plans and financial proposals, including those for refunding opportunities, made to the Housing Authority; • selling bonds or obtaining other debt financing by performing tasks such as: o advising on the essential features of the bond or other financing structure; o providing market analysis and information to determine the best method of sale or course of action for the Housing Authority; o assisting with or preparing requests for proposals as appropriate for other professional services needed to carry out the financing; o participating in the preparation of offering or other documents needed for the financing; o preparing or coordinating the preparation of material for such purposes as rating agency and credit enhancement review processes; o coordinating the bidding for bonds in a competitive sale; o negotiating bond terms in a negotiated sale; o working with the finance team to facilitate an effective bond sale or other closing and delivery of proceeds; o providing post -sale advice on proceeds investments (as needed); • preparation and submittal of continuing disclosure reports annually, or as otherwise required by the Housing Authority's current or future bond covenants, to the Electronic Municipal Market Access, a service of the Municipal Securities Rulemaking Board. Exhibit B NHA ADVISORS, LLC HOURLY RATES AND MAXIMUM FEE TO PERFORM MUNICIPAL ADVISORY SERVICES For projects not directly related to the issuance of any debt obligations, the Community Development Commission — Housing Authority of the City of National City ("Housing Authority") will be billed at the following hourly rates: Principal $275 Vice President $225 Associate $175 Analyst $125 Administrative $75 The Housing Authority will reimburse NHA for reasonable and necessary out-of-pocket expenses, including but not limited to data resources, photocopying, postage, and delivery. California travel will not be considered a reimbursable expense. For projects associated with the issuance of notes, bonds, or other obligations, the Housing Authority will compensate NHA in accordance with the table below. The ranges provided in the table are indicative. NHA's specific compensation on a project, which shall be agreed upon prior to commencement of the project, will depend upon the time required to complete the process, which is typically a function of credit quality, structure, and nature/extent of NHA's role, and NHA's expected time commitment. Project Fee Range Tax and Revenue Anticipation Notes $17,500 - $22,500 Certificates of Participation $42,500 - $67,500 Tax Allocation Bonds $47,500 - $92,500 Revenue Bonds $47,500 - $72,500 Assessment Districts $32,500 - $72,500 Community Facilities Districts $37,500 - $72,500 AcoRb° CERTIFICATE OF LIABILITY INSURANCE `../ DATE (MM/OD YYVY) 01 /10/2017 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 Phone: (858) 350-0555 Fax: (858) 350-0556 K T L BUSINESS INSURANCE SERVICES, INC. 322 8TH STREET SUITE # 101 DEL MAR CA 92014 Agency Lic#: CA # 0D86601 CONTACT K T L Business Insurance Services, Inc. NAME. PHONE 'FAX (A/C. No Exq: (858) 350-0555 (A/C No) (858) 350-0556 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Sentinel Insurance Co., Ltd 11000 INSURED NHA ADVISORS, LLC 4040 CIVIC CENTER DR STE 200 SAN RAFAEL CA 94903 INSURER B : PHILADELPHIA INDEMNITY INSURANCE CO 18058 INSURER C : INSURER D: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE INDICATED. NOTWITHSTANDING ANY REQUIREMENT, CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, EXCLUSIONS AND CONDITIONS OF SUCH POLIC LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, ES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IOR LTR TYPE OF INSURANCE AINSR SUBRW POLICY NUMBER POLICY EFF (MM/DD/YYYYI POLICY EXP (MM/DDM/YY) LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY OCCUR 72SBMAK4728 02/01/16 02/01/17 EACH OCCURRENCE $ 1,000,000 X DAMAGEaENTED PREMISES (RENTED SEa occurence) $ 1,000,000 CLAIMS -MADE X MED. EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE POLICY LIMIT APPLIES PER: PRO - JECT LOC PRODUCTS - COMPIOP AGG $ 2,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDAUTOS NON -OWNED AUTOS 72SBMAK4728 02/01/16 02/01/17 C(EeOMBINEDaccident) SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ . BODILY INJURY (Per accident) BODILY $ X PROPERTY DAMAGE (per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N E.L. DISEASE -EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT $ B PROFESSIONAL LIABILITY PHSD916871 02/06/16 02/06/17 EACH CLAIM AGGREGATE $1,000,000 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) THOSE USUAL TO THE INSURED'S OPERATIONS. " Successor Agency to the Community Development Commission as the National City Redevelopment Agency ("Successor Agency" Community Development Commission - Housing Authority of the City of National City ("Housing Authority") " City of National City ("City") ADDITIONAL INSURED PER THE BUSINESS LIABILITY COVERAGE FORM SS 00 08 04 05, ATTACHED TO THIS POLICY. CERTIFICATE HOLDER CANCELLATION TH CITY OF NATIONAL CITY 1243 NATIOANL CITY BLVD NATIONAL CITY CA 91950 Attention: 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 i � .4 Kevin Levine ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD n-. CALIFORNIA --« NATIONAL Cfry !MI .. fNCORPOA AT B City of National City DECLARATION AND ADDENDUM TO ALL CONTRACTS AWARDED TO: NHA Advisors, LLC For the purpose of inducing the City of National City to go forward with any contracts awarded to NHA Advisors, LLC, I declare as follows: I, Gerald Craig Hill, Principal, am authorized to execute this document on behalf of NHA Advisors, LLC with respect to compliance with the California Workers' Compensation and Labor laws. All work required will be performed personally and solely by volunteers of NHA Advisors, LLC, who are independent contractors. If, however, NHA Advisors, LLC shall ever be required to hire employees or Subcontractors to perform this contract, NHA Advisors, LLC shall obtain Workers' Compensation Insurance and/or provide proof of Workers' Compensation Insurance coverage to the City of National City. This document constitutes a declaration by NHA Advisors, LLC against its financial interest, relative to any claims which may be asserted under the California Workers' Compensation and/or Labor laws against the City of National City relating to any bid or contract awarded NHA Advisors, LLC. NHA Advisors, LLC will defend, indemnify, and hold harmless the City of National City, its officers and employees, from any and all claims and liability, including Workers' Compensation claims and liability that may be asserted or established by any party in the event it hires an employee in violation of this addendum or if a volunteer of the organization makes a claim against or alleges liability of the City of National City for Workers' Compensation, and it will further indemnify the City of National City, its officers and employees, for all damages the City thereby suffers. I agree that these declarations shall constitute an addendum to any bid or contract awarded to: NHA Advisors, LLC. Dated: January 23, 2017. NHA ADVISORS, LLC By: Gerald Craig Hill, Principal RESOLUTION NO. 2017 — 47 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION —HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH NHA ADVISORS, LLC, FOR MUNICIPAL ADVISORY SERVICES FOR THE PERIOD JANUARY 17, 2017 THROUGH DECEMBER 31, 2019 WITH TWO ADDITIONAL ONE-YEAR OPTIONS WHEREAS, in anticipation of the expiration of its agreement with its current municipal advisor, Urban Futures, Inc., on January 31, 2017, the City of National City, on behalf of itself, the Successor Agency, and the Housing Authority, issued a request for proposals ("RfP") for municipal advisory services on September 15, 2016; and WHEREAS, four (4) responses to the Requests for Proposals were received and reviewed, taking into consideration, among other things, relevant experience with California municipal governments, commitment of key members of the firm to the Successor Agency, demonstrated knowledge of the work/services required, approach to municipal advisory services and, cost of services; and WHEREAS, after reviewing and considering each proposal, and interviewing representatives of each of the firms, it was determined that NHA Advisors, LLC, would best meet the municipal advisory services needs of the Housing Authority; and WHEREAS, NHA Advisors, LLC, ("NHA") is an independently -owned municipal advisor/Independent Registered Municipal Advisor organized as a California limited liability company that specializes in providing municipal advisory services to local government agencies only in California, with a primary focus on small and medium-sized cities, special districts (utilities and community services), and successor agencies to redevelopment; and WHEREAS, NHA is qualified by experience and ability to perform the services desired by the City, Successor Agency, and the Housing Authority, and NHA is willing to perform such services for the period January 17, 2017 through December 31, 2019, with two additional one-year options; and WHEREAS, this Agreement will require the approval of the Oversight Board to the Successor Agency and the California Department of Finance prior to being effective. NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission -Housing Authority of the City of National City hereby approves the selection of NHA Advisors, LLC, and authorizes the Executive Director to execute an Agreement with NHA Advisors, LLC, for municipal advisory services for the period January 17, 2017 through December 31, 2019, with two additional one-year options. Said Agreement is on file in the office of the City Clerk. [Signature Page to Follow] CDC -HA Resolution No. 2016 - 47 Page Two PASSED and ADOPTED this 17th day of Janu Morrison, Chairman ATTEST: Leslie Deese, Secretary APPROVED AS TO FORM: .f.e-ist - George H. Eiser, III Interim General Counsel Passed and adopted by the Community Development Commission — Housing Authority of the City of National City, California, on January 17, 2017 by the following vote, to -wit: Ayes: Boardmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Chairman, Housing Authority Secretary, Housing Authority By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-47 of the Community Development Commission — Housing Authority of the City of National City, California, passed and adopted on January 17, 2017. Secretary, Housing Authority By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY COUNCIL AGENDA STATEMENT MEETING DATE: January 17, 2017 AGENDA ITEM NO. 33 ITEM TITLE: Resolution of the Community Development Commission -Housing Authority of the City of National City authorizing the Executive Director to execute an agreement with NHA Advisors, LLC for municipal advisory services for the period January 17, 2017 through December 31, 2019 with two additional one- year options. PREPARED BY: Mark Roberts, Director of Finance DEPARTMENT: usi g & Economic Dev. PHONE: 619-336-4265 APPROVEDBY. \ EXPLANATION: See attached staff report. FINANCIAL STATEMENT: APPROVED: `1,04.44 ,w Finance ACCOUNT NO. APPROVED: MIS See attached staff report. Expenses may be paid from various accounts. ENVIRONMENTAL REVIEW: This is not a project and, therefore, not subject to environmental review. ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adopt the resolution, authorizing the Executive Director to execute the agreement with NHA Advisors, LLC for municipal advisory services for the period January 17, 2017 through December 31, 2019 with two additional one- year options. BOARD / COMMISSION RECOMMENDATION: NA ATTACHMENTS: 1. Staff report 2. NHA Advisors, LLC Agreement 3. Resolution aA)vt‘ok-N uo. a0 1-y `? 4-- CALIFORNIA NATIONAL .L My INCORPORATED ) Housing Authority Staff Report January 17, 2017 ITEM Resolution of the Community Development Commission — Housing Authority of the City of National City authorizing the Executive Director to execute an agreement with NHA Advisors, LLC for municipal advisory services for the period January 17, 2017 through December 31, 2019 with two additional one-year options. BACKGROUND The Housing Authority has received professional municipal (financial) advisory services for several years. These services have been provided to assist the Housing Authority with reviewing its long-range financing needs and developing alternative strategies, for meeting those needs, analyzing and interpreting legislation for economic or financial opportunities or impacts for the Housing Authority, analyzing and interpreting complex business plans and financial proposals made to the Housing Authority, and issuing debt. In anticipation of the expiration of its agreement with its current municipal advisor, Urban Futures, Inc., on January 31, 2017, the City of National City, on behalf of itself, the Housing Authority, and the Successor Agency, issued a request for proposals ("RfP") for municipal advisory services on September 15, 2016. REQUEST FOR PROPOSALS PROCESS As noted above, the City issued an RfP for municipal advisory services on September 15, 2016. The RfP was sent to several municipal advisory firms and was posted on the City's and the California Society of Municipal Finance Officers (CSMFO) websites. Responses to the RfP were due by 5:00 pm on October 13, 2016. The City received four (4) proposals in response to the RfP. The firms submitting proposals, listed in alphabetical order, are: KNN Public Finance, LLC; Kosmont Transactions Services; NHA Advisors, LLC; Urban Futures, Inc. Page 2 Resolution of the Community Development Commission — Housing Authority of the City of National City authorizing the Executive Director to execute an agreement with NHA Advisors, LLC for municipal advisory services for the period January 17, 2017 through December 31, 2019 with two additional one-year options. January 17, 2017 A selection panel reviewed all proposals and interviewed all submitting firms. The selection panel included the following members: Janel Pehau, Finance Analyst; Javier Carcamo, Financial Services Officer; Alfredo Ybarra, Director of Housing & Economic Development; Tim McDermott, Director of Finance / Treasurer, City of Santee; Alicia Granados, Accountant, City of Chula Vista. In order to rank the firms and provide a recommendation to the Housing Authority, the selection panel considered: • relevant experience with California municipal governments; • commitment of key members of the firm to the Housing Authority; • demonstrated knowledge of the work/services required; • approach to municipal advisory services; and • cost of services. After reviewing and considering each proposal and interviewing representatives of each of the firms, the consensus of the panel members was that NHA Advisors, LLC would best meet the municipal advisory services needs of the Housing Authority. NHA ADVISORS (from submitted proposal) NHA Advisors, LLC ("N HA") is an independently -owned municipal advisor/Independent Registered Municipal Advisor organized as a California limited liability company. NHA specializes in providing municipal advisory services to local government agencies only in California, with a primary focus on small and medium-sized cities, special districts (utilities and community services), and successor agencies to redevelopment. NHA is registered with the Municipal Securities Rulemaking Board and has five practicing municipal advisors. The three principals of NHA each have more than 25 years of public finance experience. Its two vice presidents each have more than 10 years of public financing experience. Every member of NHA has dedicated his/her entire career to the public sector, either as a consultant or directly in public service. NHA only brings qualified and experienced people into the organization and does not believe in training individuals at the expense of public agencies. NHA serves as municipal advisor to public agencies throughout California, working with over 60 municipalities on projects including proposal review for new development, budget and long-term planning, policy considerations, and traditional municipal finance. RECOMMENDATION Staff recommends the Housing Authority authorize the Executive Director to execute the agreement with NHA Advisors, LLC for municipal advisory services for the period January 17, 2017 through December 31, 2019 with two additional one-year options. FISCAL IMPACT NHA's advisory fees (for projects not related to the issuance of any debt obligations) will be based upon hourly rates for actual work performed, in accordance with the following schedule: Person Performing Work Hourly Rate Principal $275 Vice President $225 Associate $175 Analyst $125 Administrative $75 These fees do not include reasonable and necessary out-of-pocket expenses, including but not limited to data resources, photocopying, postage, and delivery. California travel will not be considered a reimbursable expense. For projects associated with the issuance of notes, bonds, or other obligations, NHA's fees will be based upon the schedule below. The ranges provided in the schedule are indicative. NHA's specific compensation on a project will depend upon the time required to complete the process, which is typically a function of credit quality, structure, nature/extent of NHA's role, and NHA's expected time commitment. Project Fee Range Tax and Revenue Anticipation Notes $17,500 - $22,500 Certificates of Participation $42,500 - $67,500 Revenue Bonds $47,500 - $72,500 Assessment Districts $32,500 - $72,500 Community Facilities Districts $37,500 - $72,500 Tax Allocation Bonds $47,500 - $92,500 Fees related to the issuance of debt typically are included in costs of issuance and financed by the debt. ATTACHMENTS Attachment 1 — NHA Advisors, LLC Agreement Attachment 2 — Resolution AGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION — HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY AND NHA ADVISORS, LLC THIS AGREEMENT is entered into this 17th day of January, 2017, by and between the COMMUNITY DEVELOPMENT COMMISSION — HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY, a governmental entitity (the "HOUSING AUTHORITY"), and NHA ADVISORS, LLC, a California limited liability company (the "CONSULTANT"). RECITALS WHEREAS, the HOUSING AUTHORITY' desires to employ a CONSULTANT to provide municipal advisory services. WHEREAS, the HOUSING AUTHORITY has determined that the CONSULTANT is a municipal advisor and is qualified by experience and ability to perform the services desired by the HOUSING AUTHORITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The HOUSING AUTHORITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on January 17, 2017. The duration of this Agreement is for the period of January 17, 2017 through December 31, 2019. This Agreement may be extended by mutual agreement upon the same terms and conditions for two (2) additional one (1) year terms. 3. SCOPE OF SERVICES. The CONSULTANT shall perform municipal advisory services as set forth in the attached Exhibit "A." The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the HOUSING AUTHORITY for such services, except as authorized in advance by the HOUSING AUTHORITY. The HOUSING AUTHORITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the HOUSING AUTHORITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. The Director of Finance is designated as the Project Coordinator for the HOUSING AUTHORITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Craig Hill thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based upon billing(s) covering actual work performed in accordance with the rates stated in the attached Exhibit "B." Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The labor rates for work described in Exhibit "A" of this agreement shall not exceed the rates listed in Exhibit `B" of this Agreement. Compensation for bond transactions shall be based upon the schedule included in Exhibit "B" and shall not exceed the rates listed in Exhibit "B." Invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A," as determined by the HOUSING AUTHORITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the HOUSING AUTHORITY, and for furnishing of copies to the HOUSING AUTHORITY, if requested. 6. ACCEPTABILITY OF WORK. The HOUSING AUTHORITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the HOUSING AUTHORITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the HOUSING AUTHORITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the HOUSING AUTHORITY shall each prepare a report which supports their position and file the same with the other party. The HOUSING AUTHORITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance, and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the HOUSING AUTHORITY for use with respect to this Project, and shall be turned over to the HOUSING AUTHORITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the HOUSING AUTHORITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the HOUSING AUTHORITY'S prior authorization regarding reproduction, which authorization shall not be 2016 Agreement 2 Housing Authority and NHA Advisors, LLC unreasonably withheld. The CONSULTANT shall, upon request of the HOUSING AUTHORITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the HOUSING AUTHORITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the HOUSING AUTHORITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the HOUSING AUTHORITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the HOUSING AUTHORITY, or for any liability to the HOUSING AUTHORITY should the documents be used by the HOUSING AUTHORITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the HOUSING AUTHORITY, and are not entitled to any of the rights, benefits, or privileges of the HOUSING AUTHORITY'S employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the HOUSING AUTHORITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the HOUSING AUTHORITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the HOUSING AUTHORITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the HOUSING AUTHORITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the HOUSING AUTHORITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the HOUSING AUTHORITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, all Municipal Securities Rulemaking Board rules, and all 2016 Agreement 3 Housing Authority and NHA Advisors, LLC applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the HOUSING AUTHORITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the HOUSING AUTHORITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the HOUSING AUTHORITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the HOUSING AUTHORITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the HOUSING AUTHORITY for any increased costs that result from the HOUSING AUTHORITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the HOUSING AUTHORITY setting forth the provisions of this non-discrimination clause. 2016 Agreement 4 Housing Authority and NHA Advisors, LLC 14. CONFIDENTIAL INFORMATION. The HOUSING AUTHORITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the HOUSING AUTHORITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions, or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the HOUSING AUTHORITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm, or corporation. CONSULTANT shall be liable to HOUSING AUTHORITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suites, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; 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 HOUSING AUTHORITY, its agents, officers, or employees. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the HOUSING AUTHORITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the HOUSING AUTHORITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 2016 Agreement 5 Housing Authority and NHA Advisors, LLC 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $5,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the HOUSING AUTHORITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the HOUSING AUTHORITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location." D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the HOUSING AUTHORITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by HOUSING AUTHORITY. E. The aforesaid policies shall constitute primary insurance as to the HOUSING AUTHORITY, its officers, employees, and volunteers, so that any other policies held by the HOUSING AUTHORITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the HOUSING AUTHORITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the HOUSING AUTHORITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with, and approved by the HOUSING AUTHORITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the HOUSING AUTHORITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the HOUSING AUTHORITY. 2016 Agreement 6 Housing Authority and NHA Advisors, LLC 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the HOUSING AUTHORITY shall, in addition, be limited to the amount of attorney's fees incurred by the HOUSING AUTHORITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the HOUSING AUTHORITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the HOUSING AUTHORITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the HOUSING AUTHORITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the HOUSING AUTHORITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the HOUSING AUTHORITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the HOUSING AUTHORITY all rights set forth in Section 7. E. The HOUSING AUTHORITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is 2016 Agreement 7 Housing Authority and NHA Advisors, LLC outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To HOUSING AUTHORITY: Director of Finance City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Craig Hill, Principal NHA Advisors, LLC 4040 Civic Center Drive, Suite 200 San Rafael, CA 94903 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request, or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the HOUSING AUTHORITY. The CONSULTANT also agrees not to specify any product, treatment, process, or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the HOUSING AUTHORITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the HOUSING AUTHORITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the HOUSING AUTHORITY. ® If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. 2016 Agreement 8 Housing Authority and NHA Advisors, LLC The CONSULTANT shall be strictly liable to the HOUSING AUTHORITY for all damages, costs or expenses the HOUSING AUTHORITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 22. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits or schedules or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement will control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent, or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. 2016 Agreement 9 Housing Authority and NHA Advisors, LLC L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. COMMUNITY DEVELOPMENT NHA ADVISORS, LLC COMMISSION — HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY By: Leslie Deese, Executive Director Clak/6' //re-�.., (Print) APPROVED AS TO FORM: (Title) George H. Eiser, III Interim General Counsel for the Community Development Commission — Housing Authority of the City of National City 2016 Agreement 10 Housing Authority and NHA Advisors, LLC Exhibit A NHA Advisors, LLC Scope of Services Municipal advisory services may include, but are not limited to, assisting the Community Development Commission — Housing Authority of the City of National City ("Housing Authority") to: • review the Housing Authority's long-range financing needs, particularly with respect to its capital improvement program, and develop alternative strategies for meeting those needs; • analyze and interpret legislation for economic or financial opportunities or impacts for the Housing Authority; • analyze and interpret complex business plans and financial proposals made to the Housing Authority; • present alternative strategies for managing the Housing Authority's current or future debt to achieve the best value for taxpayers. The consultant may also be called upon to assist with the issuance of debt, including, but not limited to: • review of credit issues & key terms of the financing indenture; • review and analysis of complex business plans and financial proposals, including those for refunding opportunities, made to the Housing Authority; • selling bonds or obtaining other debt financing by performing tasks such as: o advising on the essential features of the bond or other financing structure; o providing market analysis and information to determine the best method of sale or course of action for the Housing Authority; o assisting with or preparing requests for proposals as appropriate for other professional services needed to carry out the financing; o participating in the preparation of offering or other documents needed for the financing; o preparing or coordinating the preparation of material for such purposes as rating agency and credit enhancement review processes; o coordinating the bidding for bonds in a competitive sale; o negotiating bond terms in a negotiated sale; o working with the finance team to facilitate an effective bond sale or other closing and delivery of proceeds; o providing post -sale advice on proceeds investments (as needed); • preparation and submittal of continuing disclosure reports annually, or as otherwise required by the Housing Authority's current or future bond covenants, to the Electronic Municipal Market Access, a service of the Municipal Securities Rulemaking Board. Exhibit B NHA ADVISORS, LLC HOURLY RATES AND MAXIMUM FEE TO PERFORM MUNICIPAL ADVISORY SERVICES For projects not directly related to the issuance of any debt obligations, the Community Development Commission — Housing Authority of the City of National City ("Housing Authority") will be billed at the following hourly rates: Principal $275 Vice President $225 Associate $175 Analyst $125 Administrative $75 The Housing Authority will reimburse NHA for reasonable and necessary out-of-pocket expenses, including but not limited to data resources, photocopying, postage, and delivery. California travel will not be considered a reimbursable expense. For projects associated with the issuance of notes, bonds, or other obligations, the Housing Authority will compensate NHA in accordance with the table below. The ranges provided in the table are indicative. NHA's specific compensation on a project, which shall be agreed upon prior to commencement of the project, will depend upon the time required to complete the process, which is typically a function of credit quality, structure, and nature/extent of NHA's role, and NHA's expected time commitment. Project Fee Range Tax and Revenue Anticipation Notes $17,500 - $22,500 Certificates of Participation $42,500 - $67,500 Tax Allocation Bonds $47,500 - $92,500 Revenue Bonds $47,500 - $72,500 Assessment Districts $32,500 - $72,500 Community Facilities Districts $37,500 - $72,500 RESOLUTION NO. 2017 — RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION —HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH NHA ADVISORS, LLC, FOR MUNICIPAL ADVISORY SERVICES FOR THE PERIOD JANUARY 17, 2017 THROUGH DECEMBER 31, 2019 WITH TWO ADDITIONAL ONE-YEAR OPTIONS WHEREAS, in anticipation of the expiration of its agreement with its current municipal advisor, Urban Futures, Inc., on January 31, 2017, the City of National City, on behalf of itself, the Successor Agency, and the Housing Authority, issued a request for proposals ("RfP") for municipal advisory services on September 15, 2016; and WHEREAS, four (4) responses to the Requests for Proposals were received and reviewed, taking into consideration, among other things, relevant experience with California municipal governments, commitment of key members of the firm to the Successor Agency, demonstrated knowledge of the work/services required, approach to municipal advisory services and, cost of services; and WHEREAS, after reviewing and considering each proposal, and interviewing representatives of each of the firms, it was determined that NHA Advisors, LLC, would best meet the municipal advisory services needs of the Housing Authority; and WHEREAS, NHA Advisors, LLC, ("NHA") is an independently -owned municipal advisor/Independent Registered Municipal Advisor organized as a California limited liability company that specializes in providing municipal advisory services to local government agencies only in California, with a primary focus on small and medium-sized cities, special districts (utilities and community services), and successor agencies to redevelopment; and WHEREAS, NHA is qualified by experience and ability to perform the services desired by the City, Successor Agency, and the Housing Authority, and NHA is willing to perform such services for the period January 17, 2017 through December 31, 2019, with two additional one-year options; and WHEREAS, this Agreement will require the approval of the Oversight Board to the Successor Agency and the California Department of Finance prior to being effective. NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission -Housing Authority of the City of National City hereby approves the selection of NHA Advisors, LLC, and authorizes the Mayor to execute an Agreement with NHA Advisors, LLC, for municipal advisory services for the period January 17, 2017 through December 31, 2019, with two additional one-year options. Said Agreement is on file in the office of the City Clerk. [Signature Page to Follow] CDC -HA Resolution No. 2016 — Page Two PASSED and ADOPTED this 17th day of January, 2017. Ron Morrison, Chairman ATTEST: Leslie Deese, Secretary APPROVED AS TO FORM: George H. Eiser, III Interim General Counsel CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk February 21, 2017 Mr. Craig Hill NHA Advisors, LLC 4040 Civic Center Drive, Suite 200 San Rafael, CA 94903 Dear Mr. Hill, On January 17th, 2017, Resolution No. 2017-47 was passed and adopted by the Community Development Commission — Housing Authority of City of National City, authorizing execution of an Agreement with NHA Advisors, LLC. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosures