HomeMy WebLinkAbout2015 CON SA Urban Futures - Advisory ServisesNOTE TO FILE
01-29-18
IN THE MATTER OF: Resolution 2015-63, of the Successor Agency
to the Community Development Commission as the National City
Redevelopment Agency ratifying an Agreement with Urban
Features, Inc., for Financial Advisory Services. Please note the
following:
A FULLY EXECUTED ORIGINAL AGREEMENT
WAS NEVER FILED WITH THE OFFICE OF THE CITY CLERK.
ORIGINATING DEPARTMENT:
NTF
CDC Housing & Grants
City Attorney Human Resources
City Manager MIS
Community Svcs. Planning
Engineering Police
Finance Public Works
Fire X Successor Agency
RESOLUTION NO. 2015 — 63
RESOLUTION OF THE BOARD OF THE SUCCESSOR AGENCY
TO THE COMMUNITY DEVELOPMENT COMMISSION
AS THE NATIONAL CITY REDEVELOPMENT AGENCY
RATIFYING AN AGREEMENT WITH URBAN FUTURES, INC.,
FOR FINANCIAL ADVISORY SERVICES FOR THE PERIOD
OF DECEMBER 1, 2013 THROUGH JUNE 30, 2016 FOR
AN AMOUNT NOT TO EXCEED $50,000
WHEREAS, on December 1, 2013, the City Manager executed an Agreement
between the City of National City and Urban Futures, Inc., for financial advisory services for the
not to exceed amount of $50,000; and
WHEREAS, on December 1, 2013, an agreement for financial advisory services
between the Successor Agency and Urban Futures, Inc., was also executed; and
WHEREAS, the Agreement between the Successor Agency and Urban Futures
included a clause stating that it would require approval of the Oversight Board to the Successor
Agency prior to it being effective; and
WHEREAS, financial advisory services from Urban Futures, Inc., have been
included and approved on each ROPS that was submitted to the California Department of
Finance; and
WHEREAS, said services have been provided by Urban Futures, Inc., in reliance
on said Agreement and for which payment has been made by the Successor Agency.
NOW, THEREFORE, BE IT RESOLVED by the Board of the Successor Agency
to the Community Development Commission as the National City Redevelopment Agency that
the Agreement between the Successor Agency and Urban Futures, Inc., is hereby ratified.
BE IT FURTHER RESOLVED that staff is directed to submit this ratification
action to the Oversight Board to the Successor Agency for approval.
ATTEST:
I
PASSED and ADOPTED this 7th day of April, 201
.A,
on Morrison, Chairman
APPROVED TO FOR
Michael R. Dalla, City Clerk as adia Gacitu. Silva
Secretary to the Successor Agency
Successor Age cy Counsel
Passed and adopted by the Successor Agency to the Community Development
Commission as the Redevelopment Agency of the City of National City, California, on
April 7, 2015 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 of the Successor Agency to the
Community Development Commission
as the Redevelopment Agency of the
City of National City, California
ity Clerk Serving as Secretary
to the Successor Agency
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2015-63 of the Successor Agency to the Community Development
Commission as the Redevelopment Agency of the City of National City, California,
passed and adopted on April 7, 2015.
City Clerk Serving as Secretary
to the Successor Agency
By:
Deputy
CITY OF NATIONAL CITY, CALIFORNIA
SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION
AS THE NATIONAL CITY REDEVELOPMENT AGENCY c a o \ o - `-‘1
COUNCIL AGENDA STATEMENT yb6-\0•\2,
MEETING DATE:
April 7, 2015
AGENDA ITEM NO. 3
ITEM TITLE:
Resolution of the Successor Agency to the Community Development Commission as the National City
Redevelopment Agency Ratifying an Agreement with Urban Futures, Inc. for Financial Advisory Services for the
Period of December 1, 2013 through June 30, 2016 for an Amount not to Exceed $50,000.
PREPARED BY: Brad Raulston, Executive Director
PHONE: 619-336-4256
EXPLANATION:
On December 1, 2013 two agreements were administratively executed with Urban Futures, Inc. for financial
advisory services for the period December 1, 2013 through June 30, 2016. One agreement was between the City
of National City and Urban Futures, Inc., and the other was between the Successor Agency (SA) and Urban
Futures, Inc. (see Attachment 1). The estimated expenditures under each of the agreements was less than
$50,000, so while the City Manager had the authority to execute the City agreement, there is no similar authority
with respect to the Successor Agency. The SA agreement should have been submitted to the SA and the
Oversight Boards for approval before it became effective (subject to review by the State Department of Finance).
One of the key services provided under this agreement is the annual preparation and filing of the required
continuing disclosure documents pursuant to the indentures of the SA's Tax Allocation Bonds. The Recognized
Obligation Payment Schedules (ROPS) have consistently included amounts for financial advisory services under
Item #128.
DEPARTMENT: Suc
APPROVED BY:
r Agency
FINANCIAL STATEMENT:
ACCOUNT NO. ROPS Item #128: $10,000
APPROVED: (44-ieFinance
APPROVED: MIS
ENVIRONMENTAL REVIEW:
This is not a project and, therefore, not subject to environmental review.
ORDINANCE: INTRODUCTION:
FINAL ADOPTION:
STAFF RECOMMENDATION:
Adopt the Resolution.
BOARD I COMMISSION RECOMMENDATION:
NA
ATTACHMENTS:
1. Agreement between SA and Urban Futures, Inc.
2. Resolution
Attachment 1
AGREEMENT
BY AND BETWEEN
THE
SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS
THE NATIONAL CITY REDEVELOPMENT AGENCY
AND
URBAN FUTURES, INC.
THIS AGREEMENT is entered into this 1g day of December, 2013, by and between the
SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE
NATIONAL CITY REDEVELOPMENT AGENCY, a municipal corporation (the
"SUCCESSOR AGENCY"), and URBAN FUTURES, INC., a California Corporation (the
"CONSULTANT").
RECITALS
WHEREAS, the SUCCESSOR AGENCY desires to employ a CONSULTANT to
provide financial advisory services.
WHEREAS, the SUCCESSOR AGENCY has determined that the CONSULTANT is a
financial advisor and is qualified by experience and ability to perform the services desired by the
SUCCESSOR AGENCY, and the CONSULTANT is willing to perform such services.
WHEREAS, on February 1, 2012, all California redevelopment agencies were dissolved,
successor agencies were established as successor agencies to the former redevelopment agencies
pursuant to Health and Safety Code Section 34173, and successor agencies are tasked with
paying, performing and enforcing the enforceable obligations of the former redevelopment
agencies.
WHEREAS, this Agreement will require approval of the Oversight Board to the
SUCCESSOR AGENCY as well as the California Department of Finance prior to being
effective.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONSULTANT. The SUCCESSOR AGENCY 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. SCOPE OF SERVICES. The CONSULTANT will perform financial advisory
services as set forth in the attached Exhibit "A".
1 City's Standard Agreement -2011 revision
The CONSULTANT shall be responsible for all research and reviews related to
the work and shall not rely on personnel of the SUCCESSOR AGENCY for such services,
except as authorized in advance by the SUCCESSOR AGENCY.
The SUCCESSOR AGENCY 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 SUCCESSOR AGENCY 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.
3. PROJECT COORDINATION AND SUPERVISION. The Director of Finance
hereby is designated as the Project Coordinator for the SUCCESSOR AGENCY 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. Michael P. Busch thereby is designated as
the Project Director for the CONSULTANT.
4. COMPENSATION AND PAYMENT. The compensation for the
CONSULTANT shall be based on monthly billings covering actual work performed. Billings
shall include labor classifications, respective rates, hours worked and also materials, if any. The
labor rates for work described in Exhibit "A" shall not exceed the rates listed in Exhibit "B."
Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt
of invoice.
The total compensation under this Agreement shall not exceed forty -thousand
dollars ($40,000) during the term of this agreement. Compensation for bond transactions shall be
based upon the schedule included as Exhibit "B" of this Agreement (attached).
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
SUCCESSOR AGENCY, and for furnishing of copies to the SUCCESSOR AGENCY, if
requested.
5. 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 the CONSULTANT and the SUCCESSOR AGENCY 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 SUCCESSOR AGENCY or
the CONSULTANT shall give to the other written notice. Within ten (10) business days, the
CONSULTANT 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 the CONSULTANT.
2 City's Standard Agreement —2011 revision
6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. The duration of this
Agreement is for the period of December 1, 2013 through June 30, 2016.
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
SUCCESSOR AGENCY for use with respect to this Project, and shall be turned over to the
SUCCESSOR AGENCY 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 SUCCESSOR AGENCY, 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 SUCCESSOR
AGENCY'S prior authorization regarding reproduction, which authorization shall not be
unreasonably withheld. The CONSULTANT shall, upon request of the SUCCESSOR
AGENCY, execute any further document(s) necessary to further effectuate this waiver and
disclaimer.
The CONSULTANT agrees that the SUCCESSOR AGENCY 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 SUCCESSOR AGENCY'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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY, or for any liability to the SUCCESSOR AGENCY should the
documents be used by the SUCCESSOR AGENCY 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 SUCCESSOR AGENCY, and are not entitled to any of the
rights, benefits, or privileges of the SUCCESSOR AGENCY'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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY. 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
3 City's Standard Agreement —2011 revision
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 SUCCESSOR AGENCY 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 expressly
agrees not to represent that the CONSULTANT or the CONSULTANT'S agents, servants, or
employees are in any manner agents, servants, or employees of the SUCCESSOR AGENCY, it
being understood that the CONSULTANT its agents, servants, and employees are as to the
SUCCESSOR AGENCY wholly independent CONSULTANTS, and that the CONSULTANT'S
obligations to the SUCCESSOR AGENCY 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, and all 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 SUCCESSOR AGENCY 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 SUCCESSOR
AGENCY, or, when no time is specified, then within a commercially reasonable time.
Accordingly, unless the CONSULTANT has notified the SUCCESSOR AGENCY otherwise,
the CONSULTANT warrants that all products, materials, processes or treatments identified in
the project documents prepared for the SUCCESSOR AGENCY are reasonably commercially
available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will
render the CONSULTANT liable to the SUCCESSOR AGENCY for any increased costs that
4 City's Standard Agreement —2011 revision
result from the SUCCESSOR AGENCY'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 SUCCESSOR AGENCY setting forth the provisions of this non-discrimination clause.
14. CONFIDENTIAL INFORMATION. The SUCCESSOR AGENCY 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 SUCCESSOR AGENCY. 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 SUCCESSOR AGENCY. 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 SUCCESSOR AGENCY for any damages
caused by breach of this condition.
15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT
agrees to defend, indemnify and hold harmless the City of National City, the SUCCESSOR
AGENCY, and their 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.
5 City's Standard Agreement -2011 revision
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 City of National City, the SUCCESSOR AGENCY, and their
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 City of National City, the
SUCCESSOR AGENCY, or their 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.
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 $1,000,000 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 SUCCESSOR AGENCY 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
SUCCESSOR AGENCY 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 Agreement.
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 SUCCESSOR AGENCY. 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 SUCCESSOR AGENCY.
E. The aforesaid policies shall constitute primary insurance as to the
SUCCESSOR AGENCY, its officers, employees, and volunteers, so that any other policies held
by the SUCCESSOR AGENCY shall not contribute to any loss under said insurance. Said
policies shall provide for thirty (30) days prior written notice to the SUCCESSOR AGENCY 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.
6
City's Standard Agreement-2011 revision
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 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 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 SUCCESSOR AGENCY
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 SUCCESSOR AGENCY.
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 SUCCESSOR AGENCY shall, in addition, be limited to the
amount of attorney's fees incurred by the SUCCESSOR AGENCY in its prosecution or defense
of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party.
19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this
Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute
by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of
the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of
mediation shall be borne equally by the parties. Any controversy or claim arising out of, or
relating to, this Agreement, or breach thereof, which is not resolved by mediation, shall be
settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration
Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the
parties, and a judgment thereon may be entered in any court having jurisdiction over the subject
matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to
the arbitration, provided that each party shall pay for and bear the costs of its own experts,
evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part
thereof against a specified party as part of the arbitration award.
20. TERMINATION.
A. This Agreement may be terminated with or without cause by the
SUCCESSOR AGENCY. Termination without cause shall be effective only upon 60-day's
7
City's Standard Agreement -2011 revision
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 SUCCESSOR
AGENCY 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 SUCCESSOR AGENCY.
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
SUCCESSOR AGENCY, 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 SUCCESSOR AGENCY by the CONSULTANT'S breach, if
any. Thereafter, ownership of said written material shall vest in the SUCCESSOR AGENCY all
rights set forth in Section 7.
E. The SUCCESSOR AGENCY 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.
21. 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
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 SUCCESSOR AGENCY:
Brad Raulston, Executive Director
Successor Agency to the Community Development Commission as the
National City Redevelopment Agency
1243 National City Blvd
National City, CA 91950
8 City's Standard Agreement —2011 revision
To CONSULTANT:
Michael P. Busch
President
Urban Futures, Inc.
3111 N. Tustin Ave., Ste 230
Orange, CA 92865
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.
22. 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
City of National City or the SUCCESSOR AGENCY. 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 SUCCESSOR
AGENCY 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY.
❑ 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.
The CONSULTANT shall be strictly liable to the SUCCESSOR AGENCY for all
damages, costs or expenses the SUCCESSOR AGENCY may suffer by virtue of any violation of
this Paragraph 22 by the CONSULTANT.
23. 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.
9
City's Standard Agreement -2011 revision
24. 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.
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.
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.
10
City's Standard Agreement —2011 revision
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.
CITY OF NATIONAL CITY
By:
-bestirt7M, Executive Director
Ygito
OVED AS TO FORM:
C1. is S ' a
General Co el for the Successor Agency
11
URBAN FUTURES, INC.
A CALIFORNIA CORPORATION
(Corporation — signatures of two corporate officers)
By: '7,Z�
(Name)
lkiti IOC LI
(Print)
(Title)
By: _ 1j
(1Vame
,Z
(Print)
g-e,S
(Title)
City'e Standard Agreement —2011 revision
Exhibit A
Urban Futures, Inc., a California Corporation
Scope of Services
Financial advisory services may include, but are not limited to, assisting the Successor Agency
to:
• review the Successor Agency's long-range financing strategy for its enforceable
obligations; and
• review the overall financial status of the Successor Agency.
The consultant may be called upon to provide analysis of complex business plans & financial
proposals made to the Successor Agency. .
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;
• advising on the essential features of the bond financing structure;
• preparation or coordination of the preparation of the official statement, disclosure
document, bid forms, & solicitations (as needed);
• preparation or coordination of the preparation of the ratings, bond insurance, & credit
enhancement review processes;
• coordinating & compilation of any bidding for the bonds;
• working with the finance team to facilitate an effective bond closing & delivery of
proceeds;
• providing post -sale advice on proceeds investments (as needed); and
• preparation & filing or coordination of the preparation & filing of continuing disclosure
documents pursuant to the bond indentures.
Exhibit B
Urban Futures, Inc., a California Corporation
Compensation and Payment
The following fee schedule pertains to the issuance of bonds, private placement loans, and hourly billing work.
Propgeed F.A, Fee Structure
$ 1,000.000 $ 5.000 01X1 • 525.000
5 5.000,004 3 10.900.000 = S 31,MK1
510,000,090 5 15,000.000 = $38.000
515.000.000 3 20,000.000 • S40,501.1
$20,000,0110 S 30.0)0,000 = 549,500
5 39,000.000 $ 40,000;000 .= $5$0100
$40.000.000 5 60,00 ,000 = $60.000
$ 50,000.000 S 00,0013.000 = $54,ex;
$90,000,000 $ 70.000,000 888000
$ 70.000i00o $ 80.000 WIG e $ 71.500
$80,000,400 $ 90.000,000 = $15..500
S 90,003.000 • . S 100,0 0.000 a $ 80.000
• fM Frcf,x,mr.a:,t.a a fepNll s ref n.Wfua to IM:=lavn,tor
"LIpiI/1.ft •Rti=rui ltlt X. 1rt*91p I' fop to
5 1.000,000 - $ 5,000.000 = 522430
5 5.(X)0.000 - $ 10,000.000 = $20,500
S 10,000,000 - 5 15.000.000 = $31,500
$:15,000,000 $ 20.3i1O.000 . 538,500
$2 ,005i0u0 $ 33,000,000 = $45,0(10
S 30,000.090 5 40,600,000 = $ 50.500
$ .40 000.000 5 50.000,000 • $ 55.500
S 50.00J:0[%S .$ 50,000.0U0 = 560,000
810,000,000 $ 70.000,(000 - S0,000
$ 70,000,000 $ 80.000.000 = 587."500
580,000.900 $ 90,000,000 = S72,000
S90000.000 $10,000.900 = S75,000
0;ter.ro! tj5ii2d6c?ru1C k?'1Lr kem Hew -nil.,''
Fee 0dieduic
S 1,000,00D '$ 5.000.000 • $22,500
$ 5000,000 - 5 10.000.000. $26.5C
S 10.0(A?,ODO S 1S,000.04 = $01,500
515.000:000 $ 20.000, 000 = 535.500
$20.CK)0.000 • S30.:00,()00 = $45,000
5 30.000.000 - $ 40.000.000 = $ 50,500
S40,0 0,000 $ 50,000000 = $55,500
$ 50,000.0(10 - S 00.000.000 = S & .&S )
0(),O00,000 - $ 70:000,0(10 = 554.000
$70,1100,000 - 5 80,0440,(100 = 557.500
$80,000,000 - S 90,000,000 • Si=.000
S 90,000.0(00 - S 10 .000,00) S 75,000
F'dn.ynr, P �I r*gV:A'
r- tidal
5peoa( Tax I r WchEctJir
$ 1,000,000 - $ 5.000.000 = $30.000.
$ 5.000.000 - . $ 10,000 .000 = $ 35:000
S 10.000.000 • $ 15.000,000 _ $40.625
$15,000,000 • $ 20,000,000 545,500
520.000,(00 • $ 30,1)03. 00 • $51.25(1
$ $0,000.000 • S. 40,O0p,4.0 = $513 WO
$ 40,000.000 - S 50.000,000 = ,Sal $00
550000.000 • $ 00,000.000 = $57,000
560,000.000 • $ 70.0.10, 00 =. 512.000'
$ 70,000,000 . S 30,000,000 = 573.000
590.004,00E - 5 00,00000 = 383,575
390000,000 - S 100.000,000 4. $90.000
fltl1 '1 r.0 .t er awura:
5':0.000 a500U?�.R'
$ 13100.000 • :5 5,000;000 = $27,250 5n(AgnseRe'enue
S 5.000.900 - -$ 10,000.000 = $33,500 Ikrierwo
$ 10,000.000 - $ 15,000.000 = $39,509 Special Tax
515,000.000 - $ 20,000.003 a 544,500
520.050.(00 - 5' 30:OOO.oU0 • $50,500
$ 30,009.000 . $ 40,008,000 = $55.5000
S 40,090,000 - $ 50,009,000 = $60,000 CEO,Prekidllrlt
S50,000;003 -..$ 8(1,00),000 = $85,0) ManaOin2 P(iocipa)
S30.000.000 - S 70,000,3a) = 580,300 Princ$'ml
S<70.000.000 - .i' $2,UP3.(XP • S74,000 Associate
150.000:000 - 5 90.000.000 • 578,400 Analyst
$ 90,000,000 - S 100.009 000 a $82.500 Adro4iwiratiut Assistetd
305.000
.515,O00
Hourly late fc^. 5ch,i,1 :k
5225
$195
31C4
$100
$80
CITY OF NATIONAL CITY
Office of the City Clerk
1243 National City Blvd., National City, California 91950
619-336-4228 phone / 619-336-4229 fax
Michael R. Dalla, CMC - City Clerk
January 28, 2014
Mr. Michael Busch
Urban Futures, Inc.
3111 N. Tustin Avenue, Suite 230
Orange, CA 92865
Dear Mr. Busch,
On December 1st, 2013, an Agreement was entered between the Successor Agency to the
Community Development Commission as the National City Redevelopment Agency and
Urban Futures, Inc.
We are enclosing for your records a fully executed original Agreement.
Sincerely,
Michael R. Dalla, CMC
City Clerk
Enclosure
cc: Successor Agency
RESOLUTION NO. 2015 —
RESOLUTION OF THE BOARD OF THE SUCCESSOR AGENCY
TO THE COMMUNITY DEVELOPMENT COMMISSION
AS THE NATIONAL CITY REDEVELOPMENT AGENCY
RATIFYING AN AGREEMENT WITH URBAN FUTURES, INC.,
FOR FINANCIAL ADVISORY SERVICES FOR THE PERIOD
OF DECEMBER 1, 2013 THROUGH JUNE 30, 2016 FOR
AN AMOUNT NOT TO EXCEED $50,000
WHEREAS, on December 1, 2013, the City Manager executed an Agreement
between the City of National City and Urban Futures, Inc., for financial advisory services for the
not to exceed amount of $50,000; and
WHEREAS, on December 1, 2013, an agreement for financial advisory services
between the Successor Agency and Urban Futures, Inc., was also executed; and
WHEREAS, the Agreement between the Successor Agency and Urban Futures
included a clause stating that it would require approval of the Oversight Board to the Successor
Agency prior to it being effective; and
WHEREAS, financial advisory services from Urban Futures, Inc., have been
included and approved on each ROPS that was submitted to the California Department of
Finance; and
WHEREAS, said services have been provided by Urban Futures, Inc., in reliance
on said Agreement and for which payment has been made by the Successor Agency.
NOW, THEREFORE, BE IT RESOLVED by the Board of the Successor Agency
to the Community Development Commission as the National City Redevelopment Agency that
the Agreement between the Successor Agency and Urban Futures, Inc., is hereby ratified.
BE IT FURTHER RESOLVED that staff is directed to submit this ratification
action to the Oversight Board to the Successor Agency for approval.
PASSED and ADOPTED this 7th day of April, 2015.
Ron Morrison, Chairman
ATTEST: APPROVED AS TO FORM:
Michael R. Dalla, City Clerk as Claudia Gacitua Silva
Secretary to the Successor Agency Successor Agency Counsel