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HomeMy Public PortalAboutAgreement_2015-11-17_Urban Futures Incorporated_Financial Advisory ServicesAGREEMENT FOR SERVICES By and Between SUCCESSOR AGENCY TO THE FORMER TEMPLE CITY COMMUNITY REDEVELOPMENT AGENCY a municipal corporation and URBAN FUTURES INCORPORATED AGREEMENT FOR SERVICES BETWEEN SUCCESSOR AGENCY TO THE FORMER TEMPLE CITY COMMUNITY REDEVELOPMENT AGENCY, CALIFORNIA AND URBAN FUTURES INCORPORATED This Agreement for Services ("Agreement") is entered into as of this _ day of 20 by and between the Successor Agency to the former Temple City Community Redevelopment Agency, a municipal corporation ("Successor Agency') and Urban Futures Incorporated, a California corporation ("Service Provider"). Successor Agency and Service Provider are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. City has sought, by Request for Proposal, the performance of the services defined and described particularly in Section 2 of this Agreement. B. Service Provider, following submission of a Proposal for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the Successor Agency to perform those services. C. Pursuant to the laws governing the dissolution of redevelopment in California (Assembly Bills 26 and 1484, collectively herein the "Dissolution Acts'), the Successor Agency has authority to enter into this Services Agreement and the Executive Director has authority to execute this Agreement. D. The Parties desire to formalize the selection of Service Provider for performance of those services defined and described in Section 2 of this Agreement and desire that the terms of that performance be as defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows: SECTION 1. TERM OF AGREEMENT. Subject to the provisions of Section 20 'Termination of Agreement" of this Agreement, the Term of this Agreement is for eight months commencing on the date first ascribed above. RIV #4838-6958-3880 v3 DRAFT 1/27/15 SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. (a) Scope of Services. Service Provider agrees to perform the services set forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of this Agreement by this reference. (b) Schedule of Performance. The Services shall be completed pursuant to the schedule specified in Exhibit "A." Should the Services not be completed pursuant to that schedule, the Service Provider shall be deemed to be in Default of this Agreement. The Successor Agency, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Service Provider to continue performing the Services. (c) Services within the Scope of Successor Agency's Authority. The Parties agree that pursuant to the Dissolution Act, and specifically Health and Safety Code § 34177.5 , the Successor Agency has the authority to contract with Service Provider for the purpose of refunding certain bonded indebtedness incurred by the former Temple City Community Redevelopment Agency, predecessor -in -interest to Successor Agency. SECTION 3. ADDITIONAL SERVICES. Service Provider shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 26 "Administration and Implementation" or Section 28 "Amendment" of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services. SECTION 4. COMPENSATION AND METHOD OF PAYMENT. (a) Subject to any limitations set forth in this Agreement, Successor Agency agrees to pay Service Provider the amounts specified in Exhibit "B" "Compensation" and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Thirty -Five Thousand dollars ($35,000), unless additional compensation is approved in writing in accordance with Section 26 "Administration and Implementation" or Section 28 "Amendment" of this Agreement. (b) Each month Service Provider shall furnish to Successor Agency an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub -category), travel, materials, equipment, supplies, RIV #4838-6958-3880 c3 DRAFT 1/27/15 B-2 and sub -Service Provider contracts. Sub -Service Provider charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection (a) and Exhibit "B" include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. Successor Agency shall independently review each invoice submitted by the Service Provider to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by Successor Agency, the original invoice shall be returned by Successor Agency to Service Provider for correction and resubmission. (c) Except as to any charges for work performed or expenses incurred by Service Provider which are disputed by Successor Agency, Successor Agency will use its best efforts to cause Service Provider to be paid at bond closing from the costs of insurance fund of any bonds closed pursuant to services provided under Exhibit A and in any event no later than forty-five (45) days of receipt of Service Provider's correct and undisputed invoice. (d) Payment to Service Provider for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Service Provider. SECTION 5. INSPECTION AND FINAL ACCEPTANCE. Successor Agency may inspect and accept or reject any of Service Provider's work under this Agreement, either during performance or when completed. Successor Agency shall reject or finally accept Service Provider's work within sixty (60) days after submitted to Successor Agency. Successor Agency shall reject work by a timely written explanation, otherwise Service Provider's work shall be deemed to have been accepted. Successor Agency's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Service Provider's work by Successor Agency shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 16 "Indemnification" and Section 17 "Insurance." SECTION 6. OWNERSHIP OF DOCUMENTS. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or RIV #4838-6958-3880 v3 DRAFT 127115 i discovered by Service Provider in the course of providing the Services pursuant to this Agreement shall become the sole property of Successor Agency and may be used, reused or otherwise disposed of by Successor Agency without the permission of the Service Provider. Upon completion, expiration or termination of this Agreement, Service Provider shall turn over to Successor Agency all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents. If and to the extent that Successor Agency utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Service Provider in the course of providing the Services pursuant to this Agreement, Service Provider's guarantees and warranties in Section 9 "Standard of Performance" of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents. SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS. (a) Service Provider shall maintain any and all documents and records demonstrating or relating to Service Provider's performance of the Services. Service Provider shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to Successor Agency pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Service Provider pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. (b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by Successor Agency or its designated representative. Copies of such documents or records shall be provided directly to the Successor Agency for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Service Provider's address indicated for receipt of notices in this Agreement. RIV #4838-6958-3880 v3 DRAFT 1/27/15 (c) Where Successor Agency has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Service Provider's business, Successor Agency may, by written request, require that custody of such documents or records be given to the Successor Agency. Access to such documents and records shall be granted to Successor Agency, as well as to its successors -in -interest and authorized representatives. SECTION 8. INDEPENDENT CONTRACTOR. (a) Service Provider is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of Successor Agency. Service Provider shall have no authority to bind Successor Agency in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against Successor Agency, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by Successor Agency. (b) The personnel performing the Services under this Agreement on behalf of Service Provider shall at all times be under Service Provider's exclusive direction and control. Neither Successor Agency nor any elected or appointed boards, officers, officials, employees or agents of Successor Agency shall have control over the conduct of Service Provider or any of Service Provider's officers, employees, or agents except as set forth in this Agreement. Service Provider shall not at any time or in any manner represent that Service Provider or any of Service Provider's officers, employees, or agents are in any manner officials, officers, employees or agents of Successor Agency. (c) Neither Service Provider nor any of Service Provider's officers, employees or agents shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to Successor Agency's employees. Service Provider expressly waives any claim Service Provider may have to any such rights. SECTION 9. STANDARD OF PERFORMANCE. Service Provider represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Service Provider shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Service Provider shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Service RIV #4838-6958-3880 v3 DRAFT 1/27/15 M. Provider under this Agreement. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit "A" "Scope of Work" that shall also be applicable to Service Provider's work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general. SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES. Service Provider shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Service Provider shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither Successor Agency nor any elected or appointed boards, officers, officials, employees or agents of Successor Agency shall be liable, at law or in equity, as a result of any failure of Service Provider to comply with this section. SECTION 11. PREVAILING WAGE LAWS It is the understanding of Successor Agency and Service Provider that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, "construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work. SECTION 12. NONDISCRIMINATION. Service Provider shall not discriminate, in any way, against any person on the basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement. SECTION 13. UNAUTHORIZED ALIENS. Service Provider hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et sec., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Service Provider so employ such unauthorized aliens for the performance of the Services, and should the any liability or sanctions be imposed against Successor Agency for such use of unauthorized aliens, Service Provider hereby agrees to and shall reimburse Successor Agency for the cost of all such liabilities or RN 45838-6958-3880 0 DRAFT 1/27/15 Iwo sanctions imposed, together with any and all costs, including attorneys' fees, incurred by Successor Agency. SECTION 14. CONFLICTS OF INTEREST. (a) Service Provider covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of Successor Agency or which would in any way hinder Service Provider's performance of the Services. Service Provider further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Executive Director. Service Provider agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of Successor Agency in the performance of this Agreement. (b) Successor Agency understands and acknowledges that Service Provider is, as of the date of execution of this Agreement, independently involved in the performance of non -related services for other governmental agencies and private parties. Service Provider is unaware of any stated position of Successor Agency relative to such projects. Any future position of Successor Agency on such projects shall not be considered a conflict of interest for purposes of this section. (c) Successor Agency understands and acknowledges that Service Provider will, perform non -related services for other governmental agencies and private Parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Service Provider in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Service Provider. Service Provider shall not release or disclose any such information or work product to persons or entities other than Successor Agency without prior written authorization from the Successor Agency Manager, except as may be required by law. (b) Service Provider, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Successor Agency Manager or unless requested by the Successor Agency Attorney of Successor Agency, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other R1V #4838-6958-3880 v3 DRAFT 1/27/15 B-7 information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Service Provider gives Successor Agency notice of such court order or subpoena. (c) If Service Provider, or any officer, employee, agent or subcontractor of Service Provider, provides any information or work product in violation of this Agreement, then Successor Agency shall have the right to reimbursement and indemnity from Service Provider for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Service Provider's conduct. (d) Service Provider shall promptly notify Successor Agency should Service Provider , its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. Successor Agency retains the right, but has no obligation, to represent Service Provider or be present at any deposition, hearing or similar proceeding. Service Provider agrees to cooperate fully with Successor Agency and to provide Successor Agency with the opportunity to review any response to discovery requests provided by Service Provider. However, this right to review any such response does not imply or mean the right by Successor Agency to control, direct, or rewrite said response. SECTION 16. INDEMNIFICATION. (a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for Service Provider's services, to the fullest extent permitted by law, Service Provider shall indemnify, protect, defend and hold harmless Successor Agency and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any negligent or wrongful act, error or omission of Service Provider, or by any individual or entity for which Service Provider is legally liable, including but not limited to officers, agents, employees or sub -contractors of Service Provider, in the performance of professional services under this Agreement. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Service RIV #4838-6958-3880 v3 DRAFT 1/27/15 W. Provider shall indemnify, protect, defend and hold harmless Successor Agency, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Service Provider or by any individual or entity for which Service Provider is legally liable, including but not limited to officers, agents, employees or sub- contractors of Service Provider. (c) Indemnification from Sub -Service Providers. Service Provider agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every sub -Service Provider or any other person or entity involved by, for, with or on behalf of Service Provider in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Service Provider fails to obtain such indemnity obligations from others as required herein, Service Provider agrees to be fully responsible according to the terms of this section. Failure of Successor Agency to monitor compliance with these requirements imposes no additional obligations on Successor Agency and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Successor Agency as set forth herein is binding on the successors, assigns or heirs of Service Provider and shall survive the termination of this Agreement or this section. (d) Limitation of Indemnification. Notwithstanding any provision of this section to the contrary, design professionals are required to defend and indemnify the Successor Agency only to the extent permitted by Civil Code Section 2782.8, which limits the liability of a design professional to claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional. The term "design professional," as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. (e) Successor Agency's Negligence. The provisions of this section do not apply to claims occurring as a result of Successor Agency's sole negligence. The provisions of this section shall not release Successor Agency from liability arising from gross negligence or willful acts or omissions of Successor Agency or any and all of its officials, employees and agents. RIV #483M958-3880 0 DRAFT 127/15 M SECTION 17. INSURANCE. Service Provider agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by Successor Agency as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the Successor Agency Manager. Service Provider agrees to provide Successor Agency with copies of required policies upon request. SECTION 18. ASSIGNMENT. The expertise and experience of Service Provider are material considerations for this Agreement. Successor Agency has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Service Provider under this Agreement. In recognition of that interest, Service Provider shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Service Provider's duties or obligations under this Agreement without the prior written consent of the Successor Agency. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling Successor Agency to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 "Termination of Agreement." Successor Agency acknowledges, however, that Service Provider, in the performance of its duties pursuant to this Agreement, may utilize subcontractors. SECTION 19. CONTINUITY OF PERSONNEL. Service Provider shall make every reasonable effort to maintain the stability and continuity of Service Provider's staff and subcontractors, if any, assigned to perform the Services. Service Provider shall notify Successor Agency to any changes in Service Provider's staff and sub -contractors, if any, assigned to perform the Services prior to and during any such performance. SECTION 20. TERMINATION OF AGREEMENT (a) Successor Agency may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Service Provider. In the event such notice is given, Service Provider shall cease immediately all work in progress. (b) Service Provider may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to Successor Agency. (c) If either Service Provider or Successor Agency fail to perform any material obligation under this Agreement, then, in addition to any other RIV #4838-6958-3880 v3 DRAFT 1(17/15 B-10 remedies, either Service Provider, or Successor Agency may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Service Provider or Successor Agency, all property belonging exclusively to Successor Agency which is in Service Provider's possession shall be returned to Successor Agency. Service Provider shall furnish to Successor Agency a final invoice for work performed and expenses incurred by Service Provider, prepared as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. SECTION 21. DEFAULT. In the event that Service Provider is in default under the terms of this Agreement, the Successor Agency shall not have any obligation or duty to continue compensating Service Provider for any work performed after the date of default. Instead, the Successor Agency may give notice to Service Provider of the default and the reasons for the default. The notice shall include the timeframe in which Service Provider may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Service Provider is in default, the Successor Agency shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the Successor Agency may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Service Provider does not cure the default, the Successor Agency may take necessary steps to terminate this Agreement under Section 20 "Termination of Agreement." Any failure on the part of the Successor Agency to give notice of the Service Provider's default shall not be deemed to result in a waiver of the Successor Agency's legal rights or any rights arising out of any provision of this Agreement. SECTION 22. EXCUSABLE DELAYS. Service Provider shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Service Provider. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of Successor Agency, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes. SECTION 23. COOPERATION BY SUCCESSOR AGENCY. RIV #4838-6958-3880 v3 DRAFT 1/27/15 All public information, data, reports, records, and maps as are existing and available to Successor Agency as public records, and which are necessary for carrying out the Services shall be furnished to Service Provider in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement. SECTION 24. NOTICES. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows: To Successor Agency: Successor Agency to Temple Successor Agency Attn: Executive Director 9701 Las Tunas Dr. Temple City, CA 91780 To Service Provider: Michael Busch, President and CEO Urban Futures Incorporated 3111 North Tustin, Suite 230 Orange, CA 92865 Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service. SECTION 25. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Service Provider represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Service Provider to the performance of its obligations hereunder. SECTION 26. ADMINISTRATION AND IMPLEMENTATION. This Agreement shall be administered and executed by the Executive Director or his or her designated representative. The Executive Director shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 "Amendment" and the Successor Agency Executive Director's contracting authority under the Temple City Municipal Code, as applied to the Successor Agency in its capacity as successor - in -interest to the Former Temple City Community Redevelopment Agency. SECTION 27. BINDING EFFECT R1V N4838-6958-3880 v3 DRAFT 1/27/15 This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. SECTION 28. AMENDMENT. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Service Provider and by the Successor Agency. The Executive Director shall have the authority to approve any amendment to this Agreement if the total amended compensation under this Agreement would not exceed the base compensation set forth in Section 4 by an amount in excess of the Executive Director's contracting authority under the Temple City Municipal Code, as applied to the Successor Agency in its capacity as successor -in -interest to the Former Temple City Community Redevelopment Agency. All other amendments shall be approved by the Successor Agency Board. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. SECTION 29. WAIVER. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by Successor Agency to any work or services by Service Provider shall not constitute a waiver of any of the provisions of this Agreement. SECTION 30. LAW TO GOVERN; VENUE. This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Los Angeles, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Los Angeles. SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled. SECTION 32. ENTIRE AGREEMENT. This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, final and exclusive expression of the Parties with respect to the matters R[V #4838-6958-3880 v3 DRAFT I/27/I5 B-13 addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Service Provider and Successor Agency prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding. SECTION 33. SEVERABILITY. If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). SECTION 34. CONFLICTING TERMS. Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first -above written. ATTEST: P�J� t�" ,, Peggy KA Secretary RIV #483M958-3880 v3 DRAFT 1/27/15 i SUCCESSOR AGENCY TO THE FORMER TEMPLE CITY COMMUNITY REDEVELOPMENT AGENCY Bryan Cook Executive Director APPROVED AS TO FORM Eric Successor Agency Coun By. By: — � Its: E O Its: NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER'S BUSINESS ENTITY. RIV #4838-6958-3880 v3 DRAFT 1/27/15 B-15 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ---- ,- A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On It 1301 1 S personally appeared before me, S h V'I I "e" (Insert Name of Notary PubLC and Title) sf P�bI�Z who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. k' IELW TJOENG WITNESS my hand and offi i I seal. r: - SH Commission M 2028478 t Notary Public - California i Signature Place N&mT) 6bQbWe s (signator fNotary blit) an 11 OA17 OPTIONAL Though the information is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title of Type of Document: Document Date: Signer(s) Other Than Named Above: _ Capacity(fes) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer - Titie(s): ❑ Partner ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Number of Pages: Signer's Name: ❑ Individual ❑ Corporate Officer - Title(s): ❑ Partner ❑ Limited ❑ General ❑ Attorney in Fad ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On 11 I �� I before me, personally appeared S�,Lei�� 7�oe17 (Insert Name of Notary Na -tui- and Title) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. SHIELVY TJOENG WITNESS my hand and official se Commission • 2028478 a -e� Notary Public - California i i Onngs County ' Signature albll#110 1, 2017 t (Signature of Rotdry Public) OPTIONAL Though the information is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title of Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer - Title(s): ❑ Partner ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Number of Pages: Signer's Name: ❑ Individual ❑ Corporate Officer - Title(s) ❑ Partner ❑ Limited ❑ ❑ Attorney in Fad ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: General .i � ��:� az �. n,. ..- •'0� �E .. EXHIBIT "A" SCOPE OF SERVICES I. Service Provider will perform the following Services: A. Conduct preliminary analyses and make recommendations for financing alternatives. B. Manage transactions including assist in developing the financing team, developing the sale calendar, assist with presentations and recommendations to City management, City Council/Successor Agency and Oversight Board. C. Prepare detailed calendar outlining various tasks and activities required to complete the refunding. D. Rating agency presentations, reviewing formation and bond documents, prepare cash flows, covenants, security provisions and other required documents. E. Pricing review and investor monitoring for cost-effective financing. II. Service Provider will utilize the following personnel to accomplish the Services: A. Michael P. Busch, President and CEO B. Doug Anderson, Fiscal Consultant Lead C. John M. Phan, Technical Lead RIV #4838-6958-3880 v3 DRAFT 1/27/15 EXHIBIT "B" COMPENSATION I. The total compensation for the Services shall not exceed $35,000, as provided in Section 4 "Compensation and Method of Payment' of this Agreement. RN #483M958-3880 0 DRAFT 1/27/15 EXHIBIT "C" INSURANCE A. Insurance Requirements. Service Provider shall provide and maintain insurance, acceptable to the Successor Agency, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Service Provider, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Service Provider shall provide the following scope and limits of insurance: 1. Minimum Scope of Insurance. Coverage shall be at least as broad as: (1) Commercial General Liability. Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (2) Automobile. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the Successor Agency. (3) Workers' Compensation. Workers' Compensation insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Service Provider and all risks to such persons under this Agreement. (4) Professional Liability. Professional liability insurance appropriate to the Service Provider's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three (3) consecutive years following the completion of Service Provider's services or the termination of this Agreement. During this additional three (3) year period, Service Provider shall annually and upon request of the Successor Agency submit written evidence of this continuous coverage. 2. Minimum Limits of Insurance. Service Provider shall maintain limits of insurance no less than: (1) Commercial General Liability. $1,000,000 general aggregate for bodily injury, personal injury and property damage. RIV #4838-6958-3880 v3 DRAFT 1/27/15 C -I (2) Automobile. $1,000,000 per accident for bodily injury and property damage. A combined single limit policy with aggregate limits in an amount of not less than $2,000,000 shall be considered equivalent to the said required minimum limits set forth above. (3) Workers' Compensation. Workers' Compensation as required by the Labor Code of the State of California of not less than $1,000,000 per occurrence. (4) Professional Liability. $1,000,000 per occurrence. B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: 1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to Successor Agency. 2. Commercial General Liability and Automobile Liability Coverages. (1) Successor Agency, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Service Provider performs; products and completed operations of Service Provider; premises owned, occupied or used by Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider. The coverage shall contain no special limitations on the scope of protection afforded to Successor Agency, and their respective elected and appointed officers, officials, or employees. (2) Service Provider's insurance coverage shall be primary insurance with respect to Successor Agency, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by Successor Agency, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Service Provider's insurance. (3) Service Provider's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. RIV #4838-6958-3880 v3 DRAFT 1/27/15 C -Z (4) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to Successor Agency, and its respective elected and appointed officers, officials, employees or volunteers. 3. Workers' Compensation Coverage. Unless the Successor Agency Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against Successor Agency, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Service Provider. C. Other Requirements. Service Provider agrees to deposit with Successor Agency, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy Successor Agency that the insurance provisions of this contract have been complied with. The Successor Agency may require that Service Provider furnish Successor Agency with copies of original endorsements effecting coverage required by this Exhibit "C". The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. Successor Agency reserves the right to inspect complete, certified copies of all required insurance policies, at any time. 1. Service Provider shall furnish certificates and endorsements from each subcontractor identical to those Service Provider provides. 2. Any deductibles or self-insured retentions must be declared to and approved by Successor Agency. At the option of Successor Agency, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects Successor Agency or its respective elected or appointed officers, officials, employees and volunteers or the Service Provider shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. 3. The procuring of such required policy or policies of insurance shall not be construed to limit Service Provider's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. RIV #4838-6958-3880 v3 DRAFT 1/27/15 C-3