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HomeMy WebLinkAbout2017 CON SA Nossaman, LLP - Legal Services Bond CounselAGREEMENT FOR BOND COUNSEL SERVICES THIS AGREEMENT FOR BOND COUNSEL SERVICES (the "Agreement") is made and entered into this l9th day of September 2017, between the Successor Agency to the Community Development Commission As The National City Redevelopment Agency, a public entity duly existing under the laws of the State of California (the "Successor Agency"), whose address is 1243 National City Boulevard, National City, California 91950 (the "City"), and Nossaman LLP, a partnership ("Nossaman") whose address is 18101 Von Karman Avenue, Suite 1800, Irvine, California 92612. WITNESSETH: WHEREAS, the Successor Agency proposes to refinance certain obligations of the former Community Development Commission as the National City Redevelopment Agency (the "Prior Debt"); and WHEREAS, Nossaman is specifically trained and experienced in the conduct of proceedings for accomplishing the refinancing of the Prior Debt through the preparation, sale and delivery of privately placed, tax-exempt or taxable refunding obligations for such purposes (the "Obligations"); and NOW, THEREFORE, in consideration of the covenants and premises herein contained and other good and valuable consideration, the parties hereto agree as follows: 1. Duties. Nossaman shall provide legal services in connection with the authorization, issuance, sale, execution and delivery of the Obligations (the "Transaction"). Such services shall include, but not be limited to, the following: a. Conferring and consulting with the Successor Agency, the officers, administrative staff, municipal advisor, underwriter, if any, placement agent, if any, and other representatives of the Successor Agency in connection with the preparation and formulation of the Transaction. b. Preparation of the Resolutions of Issuance, security documents and all other resolutions, agreements, notices and other documents necessary for the proper conduct and consummation of the Transaction. c. A review of all financial documents for legal sufficiency. d. Preparation of an incumbency certificate, an arbitrage certificate, and any and all. other closing documents required of the Successor Agency to accompany delivery of the financing documents. e. Attendance at and supervision of the closing, and issuing the legal opinion of Nossaman stating that the interest payments with respect to the Obligations are exempt from present federal and State income taxes, as the case may be, and approving in all respects the 1 56152751.v2 legality of all proceedings for the authorization, issuance, sale and delivery of the Obligations and other agreements relating to the Transaction. f. Preparation of a transcript of the closing of the Transaction. g. Conferring and consulting with Successor Agency officials and agents with regard to any problems which may arise prior to the maturity of the Obligations. h. Providing any other necessary services not specifically listed above, including ongoing monitoring of the Transaction after the sale of the Obligations and assistance to the Successor Agency regarding the Transaction, generally expected of Nossaman. 2. Compensation. For provision of the services to be rendered pursuant to this Agreement, the Successor Agency shall pay Nossaman a not -to -exceed fee of $55,000 that includes out-of-pocket disbursements. In no event shall the total fees, plus out-of-pocket disbursements, exceed this amount without written authorization of the Successor Agency. Additionally, Bond Counsel shall be reimbursed for reproduction and printing costs, and preparation of transcripts, up to a maximum amount of $1,000. Said fee is payable only upon issuance of the Obligations, and shall be paid from proceeds thereof, unless such other arrangement is agreed upon by the Successor Agency and Nossaman. Bond Counsel shall not be reimbursed for any of the following out-of-pocket expenses incurred by it in the course of this engagement: clerical support, administrative costs, overhead costs, outside expenses or excessive expenses. For example, the Successor Agency will not pay for secretarial time, word processing time, air conditioning, rental of equipment, including computers, meals served at meetings, postage, online research, or the overhead costs of sending or receiving faxes. Neither will the Successor Agency pay for outside expenses such as messenger delivery fees, outside photocopying, or overnight mail. In the event Nossaman is requested to perform additional work outside of its normal and customary services as bond counsel, such as litigation, a separate legal services agreement shall be entered into by the Successor Agency and Nossaman. 3. Effective Date and Term. This Agreement shall be effective upon execution by Nossaman and the Successor Agency and continue until written notice of cancellation. This Agreement may be terminated at any time by either party with sixty (60) days' written notice to the other. Notice of termination by Nossaman shall be given to the City Attorney of the City of National City. 4. Assignment. This Agreement may be assigned by the Successor Agency to any other issuer of the securities as may be necessary to consummate the Transaction, without the consent of but with notice to Nossaman. 5. Independent Contractor. Nossaman shall perform services as an independent contractor. It is understood that this Agreement is for unique professional services. Accordingly, the duties specified in this Agreement may not be assigned or delegated by Nossaman without prior written consent of the Successor Agency. Retention of Nossaman is based on the particular professional expertise of the individual rendering the services required in Section 1 of this Agreement. 2 56152751 v2 6. No Guarantees. Nothing in this Agreement and nothing in Nossaman's statements to you should be construed as a guarantee or promise about the outcome of the Transaction or any phase thereof. Nossaman make no such guarantees or promises. Comments about the course or outcome of the Transaction or any phase thereof which Nossaman may make from time to time are expressions of opinion only. 7. Conflict of Interest. During the term of this Agreement, Nossaman shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the Successor Agency. This prohibition shall not preclude the Successor Agency from expressly agreeing to a waiver of a potential conflict of interest under certain circumstances. I requested by Nossaman, the Successor Agency shall give good faith consideration to a request for any such waiver in the future. 8. Confidentiality of Work; Work Product. All work performed by Nossaman including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by Nossaman pursuant to this Agreement is for the sole use of the Successor Agency and belongs to the Successor Agency. All such work product shall be confidential and not released to any third party without the prior written consent of the Successor Agency. Nossaman will release those files to the Successor Agency upon the Successor Agency's written request delivered to the attorney in charge of this matter. However, such a request will signify the end of this engagement if it is then still ongoing. The Successor Agency agrees that Nossaman may, in its sole discretion, copy all or any portion of such files at your expense and retain such copies, and that we may have a reasonable period of time before releasing the documents to you or your designee in order to make the copies. We will from time to time send portions of your files that are not currently needed to an off -site storage facility. The cost of using this facility will be our sole expense. However, we are not the guarantor of the security of any off -site storage facility. Accordingly, you agree that Nossaman will not be responsible for any damages which may occur as a result of the loss of any of your files which we store at an off -site storage facility. You also agree that we may, after the passage of two years without our having performed any work for you pursuant to this engagement, destroy the files of this engagement without further notice to you unless you have previously provided us with written instructions to forward the files to you or to another person you designate. 9. Acceptability of Work. The Successor Agency 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 Nossaman and the Successor Agency cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to Nossaman in this Agreement, the Successor Agency or Nossaman shall give to the other written notice. Within ten (10) business days, Nossaman and the Successor Agency shall each prepare a report which supports their position and file the same with the other party. The Successor Agency shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to Nossaman. 10. Indemnification. Nossaman agrees to indemnify and hold the Successor Agency and its agents, officers, employees, and volunteers harmless from and against all claims asserted or liability established for damages or injuries to any person or property, including injury 3 56152751.v2 to Nossaman's employees, agents, or officers, which arise from or are connected with or caused by the acts or omissions of Nossaman and its agents, officers, or employees constituting negligence or willful misconduct in performing the work or other obligations under this Agreement, and all expenses of investigating and defending against same; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the Successor Agency, its agents, officers, employees, or volunteers. 11. Insurance. Nossaman shall not commence work under this Agreement until it has obtained all insurance required in this Article with a company or companies acceptable to the Successor Agency. At its sole cost and expense, Nossaman shall take and maintain in full force and effect at all times during the term of this Agreement the following policies of insurance: a. Commercial general liability insurance (appearing on Insurance Services Office Form CG 00 01 or substantial equivalent) on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate. b. For all of Nossaman's employees which are subject to this Agreement, workers; compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. c. Errors and omissions insurance on a "claims -made" basis in an amount not less than two million dollars ($2,000,000) per claim, four million dollars ($4,000,000) aggregate. 1. The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of the provision of the Legal Services described in Article 2 of this Agreement. 2. Insurance required by this Article must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Legal Services. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the effective date of this Agreement, Nossaman must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Legal Services. d. All insurance required by express provision of this Agreement shall be carried only in responsible insurance companies, with a current A.M. Best's rating of no less than A:VII, licensed to do business in the State of California, except that it is understood and agreed that Nossaman's errors and omissions insurance is placed through the London market with insurers not licensed in California. All policies shall contain language, to the extent obtainable, to the effect that: (1) excepting with regard to the errors and omissions insurance, the insurer waives the 4 56152751.v2 right of subrogation against the Successor Agency and its elected officials, officers, employees, agents, and volunteers; (2) the policies are primary and not contributing with any insurance that may be carried by the Successor Agency; and (3) the policies cannot be cancelled or materially changed except after thirty (30) days' notice by the insurer to the Successor Agency by certified mail. Before this Agreement shall take effect, the Successor Agency may request that FIRM furnish the Successor Agency with either copies of all such policies, or a certificate evidencing such insurance. Nossaman may effect for its own account insurance not required under this Agreement. e. If Nossaman maintains broader coverage or higher limits (or both) than the minimum limits shown above, the Successor Agency requires and shall be entitled to the broader coverage or higher limits (or both) maintained by Nossaman. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Successor Agency. 12. Litigation Fees and Costs. If an action or proceeding is commenced to enforce this Agreement or any provision hereof, the prevailing party in such an action or proceeding shall be entitled to recover the reasonable amount of his, her or its fees and costs thereof, in addition to compensatory damages. For the purposes of enforcing this Agreement only, and as otherwise required by law, you agree that this Agreement may be disclosed to a court or arbitrator. 13. Notification of Change in Form. Nossaman has the right to effect changes in form including but not limited to: the change in form from a partnership to a professional law corporation; the change in form of any partner or partners from an individual or individuals to a professional law corporation; the change in form of any corporate partner or partners to any individual partners. The Successor Agency shall be promptly notified in writing of any change in form. 14. Notices. All notices, demands, requests, consents and approvals given, required or permitted to be given hereunder, shall be contained in writing and shall be deemed sufficiently given if sent by express delivery service or by registered or certified mail, postage prepaid and return receipt requested, addressed to the parties at the addresses set forth above or on any addendum or counterpart to this Agreement, or to such other address as the recipient shall have notified the sender of in writing. When so given, such notice shall be effective from the date of mailing of the notice. The parties shall keep the other currently informed of any changes to the contact information listed in this Section 9. Unless dtherwise provided by notice in writing from the respective parties, notice to the Successor Agency shall be addressed to: Angil P. Morris -Jones City Attorney City of National City 1243 National City Boulevard National City, CA 91950-4301 56152751.v2 5 cc: Ginny Miller City of National City 1243 National City Boulevard National City, CA 91950-4301 and to: amorrisjones@nationalcityca.gov gmiller@nationalcityca.gov Notice to Nossaman shall be addressed to: Albert R. Reyes, Esq. 18101 Von Karman Avenue, Suite 1800 Irvine, CA 92618 15. Drug Free Work Place. Nossaman agrees to comply with the Successor Agency's Drug -Free Workplace requirements. Every person awarded a contract by the Successor Agency for the provision of services shall certify to the Successor Agency that it will provide a drug -free workplace. Any subcontract entered into by Nossaman pursuant to this Agreement shall contain this provision. 16. Non -Discrimination Provisions. Nossaman shall not discriminate against any subcontractor, vendor, employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Nossaman 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. Nossaman agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the Successor Agency setting forth the provisions of this non-discrimination clause. 17. Compliance with Controlling Law. Nossaman shall comply with all applicable laws, ordinances, regulations, and policies of the federal, state, and local governments as they pertain to this Agreement. In addition, Nossaman shall comply immediately with any and all directives issued by the Successor Agency or its authorized representatives under authority of any laws statutes, ordinances, rules, or regulations. 18. Headings. All article headings are for convenience only and shall not affect the construction or interpretation of this Agreement. 19. Administrative Provisions. a. Time of Essence: Time is of the essence for each provision of this Agreement. b. California Law: This Agreement shall be construed and interpreted in accordance with the laws of the State of California. Nossaman covenants and agrees to submit to 6 56152751.v2 the personal jurisdiction of any state court in the State of California for any dispute, claim, or matter arising out of or related to this Agreement. c. Integrated Agreement: This Agreement including attachments and/or exhibits contains all of the agreements of the parties and all prior negotiations and agreements are merged in this Agreement. This Agreement cannot be amended or modified except by written agreement, and mutually agreed upon by the Successor Agency and Nossaman. Neither party has been induced to make or enter into this Agreement by reason nor promise, agreement, representation, statement or warranty other than as herein contained. d. Severability: The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions unenforceable, invalid, or illegal. e. Waiver: The failure of the Successor Agency to enforce a particular condition or provision of this Agreement shall not constitute a waiver of that condition or provision or its enforceability. f. 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. g. Construction: The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, and (iii) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. h. Counterparts: This Agreement may be executed in counterparts each of which shall be deemed an original but all of which shall constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 7 56152751.v2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers and representatives thereto duly authorized, all as of the day and year first above written. SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY B Leslie Deese, Executive Director APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney Roberto M. Contreras Deputy City Attorney 56152751.v2 NOSSAMAN, LLP a partnership including professional corporations (Signatures of two corporate officers) By: Albert R. Reysq. Title: Partner By: George Joseph, Esq. Title: Managing Partner 8 NOSSA-1 OP ID: AA CC)RL3 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 08/15/2017 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 Narver Insurance 641 W. Las Tunas Drive PO Box 1509 San Gabriel, CA 91778-1509 Wesley G. Hampton INSURED Nossaman LLP 777 S. Figueroa St, 34th Floor Los Angeles, CA 90017 NAME: CONTACT April Aguirre PHONE 626-943-2200 E-MAIL ADDRESS: aaguirre@narver.com INSURER(S) AFFORDING COVERAGE INSURER A : Lloyds of London INSURER B : FAX(A/C, No): 626-299-1010 NAIC # 15792 INSURER C : INSURER D INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSD SUBR WVD POLICY NUMBERDDL POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1 CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ GEN'L _ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO JECT _ LOC PRODUCTS - COMP/OP AGG $ OTHER: $ AUTOMOBILE UABIUTY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) $ UMBRELLA UAB OCCUR EACH OCCURRENCE $ EXCESS UAB CLAIMS -MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' UABIUTY PER STATUTE OTH- ER Y ANY PROPRIETOR/PARTNER/EXECUTIVE / N N / A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Professional Liability B1636N171728 08/14/2017 08/14/2018 Per Claim 40,000,000 Aggregate 80,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RETROACTIVE DATE: 08/14/1946 The City of National City and its elected officials, officers, employees, agents, and volunteers regarding professional liability RE: legal advising about tax-exempt lease agreement financing and Clean and Renewable Energy Bonds CERTIFICATE HOLDER CANCELLATION CITYNA3 City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4301 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 ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Mayor Ron Morrison Council Members Albert Mendivil Alejandra Sotelo-Solis Mona Rios Jerry Cano TO: FROM: SUBJECT: N Office of the City Attorney MEMORANDUM City Clerk Ginny Miller, Legal Assista Agreement for Legal Servic with the Law Firm of Nossaman, LLP City Attorney Angil P. Morris -Jones Senior Assistant City Attorney Nicole Pedone Deputy City Attorney Roberto M. Contreras DATE: October 5, 2017 Attached for your files, is a fully -executed original of the Agreement for Legal Services dated September 19, 2017, between the City of National City and the law firm of Nossaman, LLP. They have already been provided with an original for their files. Thank you. Attachment 1243 National City Boulevard; National City, California 91950-4397 Tel.: (619) 336-4220 Fax: (619) 336-4327 AGREEMENT FOR BOND COUNSEL SERVICES THIS AGREEMENT FOR BOND COUNSEL SERVICES (the "Agreement") is made and entered into this 19th day of September 2017, between the Successor Agency to the Community Development Commission As The National City Redevelopment Agency, a public entity duly existing under the laws of the State of California (the "Successor Agency"), whose address is 1243 National City Boulevard, National City, California 91950 (the "City"), and Nossaman LLP, a partnership ("Nossaman") whose address is 18101 Von Karman Avenue, Suite 1800, Irvine, California 92612. WITNESSETH: WHEREAS, the Successor Agency proposes to refinance certain obligations of the former Community Development Commission as the National City Redevelopment Agency (the "Prior Debt"); and WHEREAS, Nossaman is specifically trained and experienced in the conduct of proceedings for accomplishing the refinancing of the Prior Debt through the preparation, sale and delivery of privately placed, tax-exempt or taxable refunding obligations for such purposes (the "Obligations"); and NOW, THEREFORE, in consideration of the covenants and premises herein contained and other good and valuable consideration, the parties hereto agree as follows: 1. Duties. Nossaman shall provide legal services in connection with the authorization, issuance, sale, execution and delivery of the Obligations (the "Transaction"). Such services shall include, but not be limited to, the following: a. Conferring and consulting with the Successor Agency, the officers, administrative staff, municipal advisor, underwriter, if any, placement agent, if any, and other representatives of the Successor Agency in connection with the preparation and formulation of the Transaction. b. Preparation of the Resolutions of Issuance, security documents and all other resolutions, agreements, notices and other documents necessary for the proper conduct and consummation of the Transaction. c. A review of all financial documents for legal sufficiency. d. Preparation of an incumbency certificate, an arbitrage certificate, and any and all other closing documents required of the Successor Agency to accompany delivery of the financing documents. e. Attendance at and supervision of the closing, and issuing the legal opinion of Nossaman stating that the interest payments with respect to the Obligations are exempt from present federal and State income taxes, as the case may be, and approving in all respects the 1 56152751.v2 legality of all proceedings for the authorization, issuance, sale and delivery of the Obligations and other agreements relating to the Transaction. f. Preparation of a transcript of the closing of the Transaction. g. Conferring and consulting with Successor Agency officials and agents with regard to any problems which may arise prior to the maturity of the Obligations. h. Providing any other necessary services not specifically listed above, including ongoing monitoring of the Transaction after the sale of the Obligations and assistance to the Successor Agency regarding the Transaction, generally expected of Nossaman. 2. Compensation. For provision of the services to be rendered pursuant to this Agreement, the Successor Agency shall pay Nossaman a not -to -exceed fee of $55,000 that includes out-of-pocket disbursements. In no event shall the total fees, plus out-of-pocket disbursements, exceed this amount without written authorization of the Successor Agency. Additionally, Bond Counsel shall be reimbursed for reproduction and printing costs, and preparation of transcripts, up to a maximum amount of $1,000. Said fee is payable only upon issuance of the Obligations, and shall be paid from proceeds thereof, unless such other arrangement is agreed upon by the Successor Agency and Nossaman. Bond Counsel shall not be reimbursed for any of the following out-of-pocket expenses incurred by it in the course of this engagement: clerical support, administrative costs, overhead costs, outside expenses or excessive expenses. For example, the Successor Agency will not pay for secretarial time, word processing time, air conditioning, rental of equipment, including computers, meals served at meetings, postage, online research, or the overhead costs of sending or receiving faxes. Neither will the Successor Agency pay for outside expenses such as messenger delivery fees, outside photocopying, or overnight mail. In the event Nossaman is requested to perform additional work outside of its normal and customary services as bond counsel, such as litigation, a separate legal services agreement shall be entered into by the Successor Agency and Nossaman. 3. Effective Date and Term. This Agreement shall be effective upon execution by Nossaman and the Successor Agency and continue until written notice of cancellation. This Agreement may be terminated at any time by either party with sixty (60) days' written notice to the other. Notice of termination by Nossaman shall be given to the City Attorney of the City of National City. 4. Assignment. This Agreement may be assigned by the Successor Agency to any other issuer of the securities as may be necessary to consummate the Transaction, without the consent of but with notice to Nossaman. 5. Independent Contractor. Nossaman shall perform services as an independent contractor. It is understood that this Agreement is for unique professional services. Accordingly, the duties specified in this Agreement may not be assigned or delegated by Nossaman without prior written consent of the Successor Agency. Retention of Nossaman is based on the particular professional expertise of the individual rendering the services required in Section 1 of this Agreement. 2 56152751.v2 6. No Guarantees. Nothing in this Agreement and nothing in Nossaman's statements to you should be construed as a guarantee or promise about the outcome of the Transaction or any phase thereof. Nossaman make no such guarantees or promises. Comments about the course or outcome of the Transaction or any phase thereof which Nossaman may make from time to time are expressions of opinion only. 7. Conflict of Interest. During the term of this Agreement, Nossaman shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the Successor Agency. This prohibition shall not preclude the Successor Agency from expressly agreeing to a waiver of a potential conflict of interest under certain circumstances. If requested by Nossaman, the Successor Agency shall give good faith consideration to a request for any such waiver in the future. 8. Confidentiality of Work; Work Product. All work performed by Nossaman including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by Nossaman pursuant to this Agreement is for the sole use of the Successor Agency and belongs to the Successor Agency. All such work product shall be confidential and not released to any third party without the prior written consent of the Successor Agency. Nossaman will release those files to the Successor Agency upon the Successor Agency's written request delivered to the attorney in charge of this matter. However, such a request will signify the end of this engagement if it is then still ongoing. The Successor Agency agrees that Nossaman may, in its sole discretion, copy all or any portion of such files at your expense and retain such copies, and that we may have a reasonable period of time before releasing the documents to you or your designee in order to make the copies. We will from time to time send portions of your files that are not currently needed to an off -site storage facility. The cost of using this facility will be our sole expense. However, we are not the guarantor of the security of any off -site storage facility. Accordingly, you agree that Nossaman will not be responsible for any damages which may occur as a result of the loss of any of your files which we store at an off -site storage facility. You also agree that we may, after the passage of two years without our having performed any work for you pursuant to this engagement, destroy the files of this engagement without further notice to you unless you have previously provided us with written instructions to forward the files to you or to another person you designate. 9. Acceptability of Work. The Successor Agency 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 Nossaman and the Successor Agency cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to Nossaman in this Agreement, the Successor Agency or Nossaman shall give to the other written notice. Within ten (10) business days, Nossaman and the Successor Agency shall each prepare a report which supports their position and file the same with the other party. The Successor Agency shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to Nossaman. 10. Indemnification. Nossaman agrees to indemnify and hold the Successor Agency and its agents, officers, employees, and volunteers harmless from and against all claims asserted or liability established for damages or injuries to any person or property, including injury 3 56152751.v2 to Nossaman's employees, agents, or officers, which arise from or are connected with or caused by the acts or omissions of Nossaman and its agents, officers, or employees constituting negligence or willful misconduct in performing the work or other obligations under this Agreement, and all expenses of investigating and defending against same; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the Successor Agency, its agents, officers, employees, or volunteers. 11. Insurance. Nossaman shall not commence work under this Agreement until it has obtained all insurance required in this Article with a company or companies acceptable to the Successor Agency. At its sole cost and expense, Nossaman shall take and maintain in full force and effect at all times during the term of this Agreement the following policies of insurance: a. Commercial general liability insurance (appearing on Insurance Services Office Form CG 00 01 or substantial equivalent) on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate. b. For all of Nossaman's employees which are subject to this Agreement, workers; compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. c. Errors and omissions insurance on a "claims -made" basis in an amount not less than two million dollars ($2,000,000) per claim, four million dollars ($4,000,000) aggregate. 1. The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of the provision of the Legal Services described in Article 2 of this Agreement. 2. Insurance required by this Article must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Legal Services. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the effective date of this Agreement, Nossaman must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Legal Services. d. All insurance required by express provision of this Agreement shall be carried only in responsible insurance companies, with a current A.M. Best's rating of no less than A:VII, licensed to do business in the State of California, except that it is understood and agreed that Nossaman's errors and omissions insurance is placed through the London market with insurers not licensed in California. All policies shall contain language, to the extent obtainable, to the effect that: (1) excepting with regard to the errors and omissions insurance, the insurer waives the 4 56152751.v2 right of subrogation against the Successor Agency and its elected officials, officers, employees, agents, and volunteers; (2) the policies are primary and not contributing with any insurance that may be carried by the Successor Agency; and (3) the policies cannot be cancelled or materially changed except after thirty (30) days' notice by the insurer to the Successor Agency by certified mail. Before this Agreement shall take effect, the Successor Agency may request that FIRM furnish the Successor Agency with either copies of all such policies, or a certificate evidencing such insurance. Nossaman may effect for its own account insurance not required under this Agreement. e. If Nossaman maintains broader coverage or higher limits (or both) than the minimum limits shown above, the Successor Agency requires and shall be entitled to the broader coverage or higher limits (or both) maintained by Nossaman. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Successor Agency. 12. Litigation Fees and Costs. If an action or proceeding is commenced to enforce this Agreement or any provision hereof, the prevailing party in such an action or proceeding shall be entitled to recover the reasonable amount of his, her or its fees and costs thereof, in addition to compensatory damages. For the purposes of enforcing this Agreement only, and as otherwise required by law, you agree that this Agreement may be disclosed to a court or arbitrator. 13. Notification of Change in Form. Nossaman has the right to effect changes in form including but not limited to: the change in form from a partnership to a professional law corporation; the change in form of any partner or partners from an individual or individuals to a professional law corporation; the change in form of any corporate partner or partners to any individual partners. The Successor Agency shall be promptly notified in writing of any change in form. 14. Notices. All notices, demands, requests, consents and approvals given, required or permitted to be given hereunder, shall be contained in writing and shall be deemed sufficiently given if sent by express delivery service or by registered or certified mail, postage prepaid and return receipt requested, addressed to the parties at the addresses set forth above or on any addendum or counterpart to this Agreement, or to such other address as the recipient shall have notified the sender of in writing. When so given, such notice shall be effective from the date of mailing of the notice. The parties shall keep the other currently informed of any changes to the contact information listed in this Section 9. Unless otherwise provided by notice in writing from the respective parties, notice to the Successor Agency shall be addressed to: Angil P. Morris -Jones City Attorney City of National City 1243 National City Boulevard National City, CA 91950-4301 56152751.v2 5 cc: Ginny Miller City of National City 1243 National City Boulevard National City, CA 91950-4301 and to: amorrisjones@nationalcityca.gov gmiller@nationalcityca.gov Notice to Nossaman shall be addressed to: Albert R. Reyes, Esq. 18101 Von Karman Avenue, Suite 1800 Irvine, CA 92618 15. Drug Free Work Place. Nossaman agrees to comply with the Successor Agency's Drug -Free Workplace requirements. Every person awarded a contract by the Successor Agency for the provision of services shall certify to the Successor Agency that it will provide a drug -free workplace. Any subcontract entered into by Nossaman pursuant to this Agreement shall contain this provision. 16. Non -Discrimination Provisions. Nossaman shall not discriminate against any subcontractor, vendor, employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Nossaman 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. Nossaman agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the Successor Agency setting forth the provisions of this non-discrimination clause. 17. Compliance with Controlling Law. Nossaman shall comply with all applicable laws, ordinances, regulations, and policies of the federal, state, and local governments as they pertain to this Agreement. In addition, Nossaman shall comply immediately with any and all directives issued by the Successor Agency or its authorized representatives under authority of any laws statutes, ordinances, rules, or regulations. 18. Headings. All article headings are for convenience only and shall not affect the construction or interpretation of this Agreement. 19. Administrative Provisions. a. Time of Essence: Time is of the essence for each provision of this Agreement. b. California Law: This Agreement shall be construed and interpreted in accordance with the laws of the State of California. Nossaman covenants and agrees to submit to 6 56152751.v2 the personal jurisdiction of any state court in the State of California for any dispute, claim, or matter arising out of or related to this Agreement. c. Integrated Agreement: This Agreement including attachments and/or exhibits contains all of the agreements of the parties and all prior negotiations and agreements are merged in this Agreement. This Agreement cannot be amended or modified except by written agreement, and mutually agreed upon by the Successor Agency and Nossaman. Neither party has been induced to make or enter into this Agreement by reason nor promise, agreement, representation, statement or warranty other than as herein contained. d. Severability: The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions unenforceable, invalid, or illegal. e. Waiver: The failure of the Successor Agency to enforce a particular condition or provision of this Agreement shall not constitute a waiver of that condition or provision or its enforceability. f. 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. g. Construction: The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, and (iii) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not. apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. h. Counterparts: This Agreement may be executed in counterparts each of which shall be deemed an original but all of which shall constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 7 56152751.v2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers and representatives thereto duly authorized, all as of the day and year first above written. SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY By."±siazol 9E Leslie Deese, Executive Director APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney Bv: R • . erto M. Contreras Deputy City Attorney 56152751.v2 NOSSAMAN, LLP a partnership including professional corporations (Signatures of two corporate officers) Albert R. Title: Partner By: es, Esq. E. eorge Joseph, Esq. Title: Managing Partner 8 NOSSA-1 OP ID: AA "A C-COM b ki..--,..,_ CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 08/15/2017 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 Narver Insurance 641 W. Las Tunas Drive PO Box 1509 San Gabriel, CA 91778-1509 Wesley G. Hampton NAME CT April Aguirre PHONE 2200 943- 626- FAX 626-299-1010 (A/c, No, Ext): (A/c, No): E-MAIL ADDRESS: aaguirre@narver.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Lloyds of London 15792 INSURED Nossaman LLP 777 S. Figueroa St, 34th Floor Los Angeles, CA 90017 INSURER B : INSURER C INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY SCHEDULED COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below / N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability B1636N171728 08/14/2017 08/14/2018 Per Claim 40,000,000 Aggregate 80,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RETROACTIVE DATE: 08/14/1946 The City of National City and its elected officials, officers, employees, agents, and volunteers regarding professional liability RE: legal advising about tax-exempt lease agreement financing and Clean and Renewable Energy Bonds CERTIFICATE HOLDER CANCELLATION CITYNA3 City of National City C/O Risk Manager 1243 National City Boulevard National City, CA 91950-4301 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 ACORD 25 (2014/01) ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORO® CERTIFICATE OF LIABILITY INSURANCE `,..----- 11/1/2017 DATE (MM/DD/YYYY) 3/27/2017 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 have ADDITIONAL INSURED provisions or 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 Lockton Insurance Brokers, LLC 725 S. Figueroa Street, 35th F1. CA License #0F15767 Los Angeles CA 90017 (213) 689-0065 NAMEACT PHONE FAX (Ext): (A/C, No): E-MAILNo. ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Vigilant Insurance Company 20397 INSURED Nossaman LLP 1359955 777 South Figueroa Street, 34th Floor Los Angeles CA 90017 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES NOSSA01 CERTIFICATE NUMBER: 14574138 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSDPOLICY SUBR WVD POLICY NUMBER EFF POLICY EFF (MM/DD/YYYY) POLICY EXP POLICY EXP YY (MM/DD/YY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y N 35767154 11/1/2016 11/1/2017 EACH OCCURRENCE $ 1,000,000 $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RETE PREMISES ES(Ea occur ence) MED EXP (Any one person) $ 10,000 X GEN'L Ded. $25,000 PERSONAL & ADV INJURY $ 1,000,000 AGGREGATE LIMIT APPLIES PE� X PER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED SCHEDULED NOT APPLICABLE COMBINED SINGLE LIMIT (Ea accident) $ XXXXXXX BODILY INJURY (Per person) $ XXXXXXX BODILY INJURY (Per accident) $ XXXXXXX PROPERTY DAMAGE (Per accident) $ XXXXXXX $ XXXXXXX UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX AGGREGATE $ XXXXXXX $ XXXXXXX DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A NOT APPLICABLE PER STATUTE OTH- ER E.L. EACH ACCIDENT $ XXXXXXX E.L. DISEASE - EA EMPLOYEE $ XXXXXXX E.L. DISEASE - POLICY LIMIT $ XXXXXXX DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER, APPLICABLE TO THE CARRIERS LISTED AND THE POLICY TERM(S) REFERENCED. RE: legal advising about tax-exempt lease agreement financing and Clean and Renewable Energy Bonds. The City of National City and its elected officials, officers, employees, agents, and volunteers are Additional Insured(s) to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. CERTIFICATE HOLDER CANCELLATION See Attachment 14574138 City of National City c/o Risk Manager 1243 National City Boulevard National City CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 7AUTHORIZED REPR i © 1 88-201 C D CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Liability Insurance Endorsement Policy Period 11/1/2016 - 11 /1 /2017 Effective Date 11/1/2016 Policy Number 35767154 Insured Nossaman, LLP Name of Company Vigilant Insurance Company Date Issued 11/1/2016 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Under Who Is An Insured, the following provision is added: Scheduled Person Or Subject to all of the terms and conditions of this insurance, any person Organization or organization shown in the Schedule, acting pursuant to a written contract or agreement between you and such person or organization, is an insured; but they are insureds only with respect to liability arising out of your operations, or your premises, if you are obligated, pursuant to such contract or agreement, to provide them with such insurance as is afforded by this policy. However, no such person or organization is an insured with respect to any: • assumption of liability by them in a contract or agreement. This limitation does not apply to the liability for damages for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. • damages arising out of their sole negligence. Schedule PERSON OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO WRITTEN CONTRACT OR AGREEMENT BETWEEN YOU AND SUCH PERSON OR ORGANIZATION, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY BUT THEY ARE "INSUREDS" ONLY IF AND TO THE MINIMUM EXTENT THAT SUCH CONTRACT OR AGREEMENT REQUIRES THE PERSON OR ORGANIZATION TO BE AFFORDED STATUS AS AN "INSURED". Liability Insurance Additional Insured - Page 1 Form 80-02-2367 (if applicable Attachment Code: D480466 Certificate ID: 14574138 Liability Endorsement (continued) Liability Insurance HOWEVER, NO PERSON OR ORGANIZATION IS AN "INSURED" UNDER THIS PROVISION WHO IS MORE SPECIFICALLY DESCRIBED UNDER ANY OTHER PROVISION OF THE WHO IS AN INSURED SECTION OF THIS POLICY (REGARDLESS OF ANY LIMITATION APPLICABLE THERETO). All other terms and conditions remain unchanged. Additional Insured - Page 2 Form 80-02-2367 Endorsement Attachment Code: D480466 Certificate ID: 14574138 Mayor Ron Morrison Council Members Albert Mendivil Alejandra Sotelo-Solis Mona Rios Jerry Cano AL1F &TtONAL C aMcri TNCpgppATED Office of the City Attorney MEMORANDUM TO: City Clerk FROM: Ginny Miller, Legal Assist SUBJECT: Agreement for Legal Services with Nossaman, LLP City Attorney Angil P. Morris -Jones Senior Assistant City Attorney Nicole Pedone Deputy City Attorney Roberto M. Contreras DATE: December 12, 2017 Attached for your files, is a fully -executed original of the Agreement for Legal Services dated September 19, 2017, between the City of National City and the law firm of Nossaman, LLP. They have already been provided with an original for their files. Thank you. Attachment 1243 National City Boulevard; National City, California 91950-4397 Tel.: (619) 336-4220 Fax: (619) 336-4327 Mayor Ron Morrison Council Members Albert Mendivil Alejandra Sotelo-Solis Mona Rios Jerry Cano December 12, 2017 Albert R. Reyes, Esq. Nossaman, LLP 18101 Von Karman Avenue Suite 1800 Irvine, CA 92618 Office of the City Attorney RE: Agreement for Legal Services Dear Mr. Reyes: City Attorney Angil P. Morris -Jones Senior Assistant City Attorney Nicole Pedone Deputy City Attorney Roberto M. Contreras Enclosed for your files is an original, fully -executed Agreement for legal services between your firm and the City of National City to assist in authorization, issuance, sale, execution, and delivery of the Obligations. I apologize for not sending this to you sooner. Very truly yours, Ginny Mi Executivjssistant to the City Attorney Enclosure cc: City Clerk 1243 National City Boulevard; National City, California 91950-4397 Tel.: (619) 336-4220 Fax: (619) 336-4327