FORM CM-36

CITY OF GLENDALE CALIFORNIA JOINT REPORT TO THE CITY COUNCIUAGENCY

November 3, 2009

AGENDA ITEM

Executing a Professional Services Agreement with HdL Coren & Cone and Hinderliter De Llamas and Associates for Property Tax and Sales Tax Consulting.

1) Motion Approving the Executive Director to execute a Professional Services Agreement for HdL Coren & Cone commencing on July 1, 2009 and ending on June 30 , 2013.

2) Motion Approving the Executive Director to execute a Professional Services Agreement for Hinderliter, De Llamas & Associates commencing on July 1, 2009 and ending on June 30, 2013.

COUNCIL AND AGENCY ACTION

Public Hearing [ ) Ordinance [ ] Consent Calendar [ Action Item [)(J Report Only [ ]

Approved for .Jov.3 zeol calendar

ADMINISTRATIVE ACTION

,(:IdiljPL -Prepared M {

Adrine Isayan, Administrative AnalysL. ..... .... ... .... ... ... ..... . --=fl~~y>-/'k.~.=---~-

Submitted Robert Elliot, Director of Administrative Services-Finance.

Approved James E. Starbird , City Manager ... ..... -------. --.-... . -- .-. ~~~ytl~~)(!zQ:~~~~

Reviewed ___ ;:-----====------_ Scott H. Howard, City Attorney ....... -... -.---- ..... ..... . -... ::c .. "' .. "C . . ~--c:- -:f-+:::.·~"':-~--'-----~~~rr--

Philip Lanzafame, Director of Development Services

RECOMMENDATION It is respectfully recommended that:

1. The City Council and Agency authorize the City Manager/ Executive Director to execute a Professional Services Agreement with HdL Coren & Cone for Property Tax consultation and revenue recovery for a six year period, commencing on July 1, 2009 and terminating on June 30,2013.

2. The City Council and Agency authorize the City Manager/Executive Director to execute a Professional Services Agreement with Hinderliter, De Llamas and Associates, for Sales Tax consultation and revenue recovery for a six year period, commencing on July 1, 2009 and terminating on June 30, 2013.

SUMMARY The City and Agency retains HdL Coren & Cone for property tax information and consultation , as well as revenue recovery.

The City and Agency retains Hinderliter, De Llamas & Associates , for sales tax information and consultation , as well as revenue recovery.

FISCAL IMPACT None. For the agreement with HdL Coren & Cone, the City and the Agency will be evenly splitting the cost of $21 ,500 annually (the Base Fee). Audit fees wi ll be paid by either the City or the Agency, depending on the data area.

For the agreement with Hinderliter De Llamas and Associates, the City and the Agency will be evenly splitting the cost of $9,000 annually, (the Base Fee). The City will pay 100% of the Audit Fees.

For both agreements, the Base Fees have been included in the 2009-10 annual budget. Any fees for the recovery of the revenue will be offset by the revenue collected.

BACKGROUND The HdL Companies are dedicated to helping cities, counties, redevelopment agencies, and special districts maximize revenues through allocation audits, financial and economic analysis, and provision of related software products. The companies serve over 335 local governments across the nation and North America.

The City has contracted with HdL Coren and Cone since 1999. It provides valuable property tax information as well as maximizes the property tax revenues for the City. The current contract on file expired on June 30, 2009. The purpose of this report is to establish a new multi-year professional services agreement with HdL Coren & Cone so that it can continue providing vital services to the City of Glendale.

The City has contracted with Hinderliter De Llamas and Associates since 1989. It provides valuable sales tax information as well as maximizes the sales tax revenues for the City. The current contract on file expired on June 30, 2009. The purpose of this report is to establish a new multi-year professional services agreement with Hinderliter, De Llamas, & Associates so that the firm can continue providing vital services to the City of Glendale.

EXHIBITS 1. Professional Services Agreement with HdL Coren & Cone 2. Professional Services Agreement with Hinderliter, De Llamas, and Associates 3. Insurance Requirements for Professional Contracts (D-1 through D-5)

MOTION

Moved by Council Member _ _______________ , seconded

by Council Member that the Council

hereby approves professional services agreements as follows :

Hinderli ter r De Llamas & Associa tes, Inc . for sales tax

consultation and revenue recovery in the amount of $36 , 000 t hrough

fiscal year 2012/20 13 (the Redevelopment Agency shall p ay SO

percent of the cost of the agreement) plus any fees associa t ed with

the recovery of revenue ; Hdl Coren & Cone , Inc . for property tax

consultation and revenue recovery in the amount of $86,000 through

fiscal year 2012/2013 (the Redevelopment Agency shall pay 50

percent of the cost of the agreement) plus any fees associated with

the recovery of revenue . The City Manager is hereby authorized to

execute , on behalf of the City of Glendale, the agreements in the

amounts and for the time set forth herein .

Vote as follows :

Ayes :

Noes:

Absent :

Abstain : G::f:. : S TO FOR/;

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MOTION

Moved by Agency Member ________________ , seconded

by Agency Member that the

Redevelopment Agency hereby approves professional services

agreements as follows : Hinderliter, De Llamas & Associates, Inc.

for sales tax consultation and revenue recovery in the amount of

$36,000 through fiscal year 2012/2013 (the city shall pay 50

percent of the cost of the agreement) plus any fees associated with

the recovery of revenue ; Hdl Coren & Cone, Inc . for property tax

consultation and revenue recovery in the amount of $86,000 through

fiscal year 2012/2013 (the city shall pay 50 percent of the cos t o f

the agreemen t ) plus any fees associated with the recovery of

revenue . The Executive Director is hereby au t horized to execute, on

behalf o f the Redevelopment Agency, the agreements in the amounts

and for the time set forth herein .

Vote as follows :

Ayes :

Noes :

Absent:

Abstain :

G":V~ ~TO FORM )

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AGREEMENT BETWEEN HINDERLITERIDE LLAMAS AND ASSOCIATES, and THE CITY OF GLENDALE AND

THE GLENDALE REDEVLEOPMENT AGENCY

This agreement is made and entered into as of the day of _--,--,----,---__ -,'2009, ("Effective Date") by and between the City of Glendale, a municipal corporation hereinafter referred to as the CITY, the Glendale Redevelopment Agency, a body corporate and politic, hereinafter referred to as the AGENCY, and HinderliterlDe Llamas and Associates, a California Corporation hereinafter referred to as the CONSULTANT (the "Agreement"). The CITY, AGENCY and CONSULTANT may be referred to as a "Party" individually or collectively as the "Parties. n

1. RECITALS

WHEREAS, sales tax revenues can be verified and potentially increased through a system of continuous monitoring, identification and reconciliation to county records; and

WHEREAS, an effective program of sales tax management will assist CITY and AGENCY in fiscal, economic and community development planning; and

WHEREAS, CITY and AGENCY desire the sales tax data based reports and data analysis required to effectively manage the sales tax base and identify and recover revenues misallocated within the City its Redevelopment Project Areas, or to other jurisdictions; and

WHEREAS, the AGENCY uses sales tax data from in and outside of the Central Glendale and San Fernando Road Corridor Redevelopment Project Areas for purposes of evaluating the success of the AGENCY'S redevelopment projects and the elimination of economic blight; and

WHEREAS, CONSULTANT has programs, equipment, data and personnel required to deliver the sales tax service referenced herein;

NOW, THEREFORE, CITY, AGENCY and CONSULTANT, for the consideration hereinafter described, mutually agree as follows:

2. DEFINITIONS

Agency Glendale Redevelopment Agency, a body corporate and politic

City City of Glendale, a municipal corporation

Data Base: A computerized listing of sales tax information compiled for CITY from information provided by the State Board of Equalization

Data Area: Citywide, inclusive of the Central Glendale and San Fernando Road Corridor Redevelopment Project Areas

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Sales Tax Consumption tax charged at the point of purchase for certain goods and services

3. SERVICES

The CONSULTANT shall perform the following services:

A. SALES TAX AND ECONOMIC ANALYSIS

1. CONSULTANT shall establish a special data base to generate special reports to the CITY and AGENCY on: major sales tax products by rank and category, analysis of sales tax activity by category, business districts or redevelopment area specified by CITY and AGENCY, analysis of reporting aberrations, and per capita and outlet comparisons with state wide sales.

2. CONSULTANT shall provide up-dated reports each quarter identifying changes in sales by major outlets and category; area growth and decline comparisons; and current graphics, tables, and top 100 listings. Quarterly aberrations due to State audits, fund transfers, and receivables along with late or double payments will be identified. Quarterly reconciliation worksheets to assist finance officer with budget forecasting will be included.

3. CONSULTANT will additionally provide an analysis for the CITY and AGENCY to share with Chamber of Commerce and other economic development interest groups that analyze CITY'S sales tax trends by major groups, and geographic areas without disclosing confidential information.

4. CONSULTANT shall make available to CITY and AGENCY staff that CONSULTANT'S DATA computer program and database containing seller permit information for all in-city business outlets registered with the Board of Equalization. In addition, consultant shall process for CITY and AGENCY the monthly registration and allocation files provided by the Board in magnetic media. Printouts of registration changes and dollars allocated by business name and number will be provided from these files on a monthly basis.

B. ALLOCATION AUDITS AND RECOVERY

1. CONSULTANT shall conduct an initial and on-going sales tax audit in order to identify and correct "point-of-sale" distribution errors and thereby generate previously unrealized sales tax income for the CITY. Common errors that will be monitored and corrected include: transposition errors resulting in misallocations; erroneous consolidation of multiple outlets; misreporting of "point of sale" from the wrong location; delays in reporting new outlets; miSidentifying transactions as a "use tax' rather than a "sales tax" and erroneous fund transfers and adjustments.

2. CONSULTANT will initiate contacts with the appropriate sales management and accounting officials in companies that have businesses where a probability of error exists to verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted

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in a professional and courteous manner so as to encourage local business retention and expansion.

3. CONSULTANT shall prepare and submit to the Board of Equalization all information necessary to correct any allocation errors that are identified and shall follow-up with the individual businesses and the State Board of Equalization to ensure that all back quarter payments due to the CITY are recovered.

4. If during the course of its audit, CONSULTANT finds businesses located in the CITY that are properly reporting sales tax but have the potential for modifying their operation to provide an even greater share to the CITY, CONSULTANT shall so advise CITY and upon request, shall work with those businesses and the CITY to encourage such changes.

C. Reports provided by CONSULTANT are not to be used as a part of a debt issuance offering document.

D. INCOME PRESERVATION

CONSULTANT shall represent the CITY in all matters related to State Board of Equalization (BOE) appeals filed by other agencies that may result in sales tax dollars previously allocated to the CITY being reallocated to another agency. This shall include filing written rebuttals to the BOE, appearance at BOE hearings if required and all applicable research to effectively represent the CITY's position .

E. ON-GOING CONSULTATION.

During the term of this Agreement, CONSULTANT will serve as the AGENCY'S and the CITY'S resource staff on questions relating to sales tax and redevelopment (including Statements of Indebtedness) and assist in estimating current year sales tax revenues.

F. OPTIONAL SERVICES.

The following services are available on time and materials basis:

1. Generation of specialized data-based reports which would require additional programming or the purchase of additional data not necessary to carry out services outlined in Sections A, 8, and C;

2. Any Research with county agencies for which CONSULTANT does not have a current database;

3. Redevelopment Financial Services including but not limited to: a. Tax increment projections; b. Feasibility studies; c. Project Area cash flows; d. Low and moderate income housing set-aside calculations, finding

and consultations; e. Fiscal impact studies; f. Legislative analysis; and g. Redevelopment plan adoption and amendment financial feasibility

stUdies.

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G. BOND SERVICES.

Bond services are available for a fixed fee , including:

1. Tax Allocation Bonds fiscal consultant reports ; 2. Mello-Roes Special Tax studies; 3. Independent re development and financial consultant reports , such as

escrow release reports and additional bond tests; and 4. Continuing Disclosure Statements.

4. TERM

This term of this Agreement is five (4) years, commencing on the Effective Date unless this Agreement ends sooner according to the terms elsewhere in this document (the "Term").

5. CONSIDERATION

A CONSULTANT shall provide the services described in Section 3. Services, subsections A, 8, and E above, for a monthly fee of $750.00 (the "Base Fee"), plus 15% of any sums actually generated through allocation audits (the UAudit Fee"). CITY and AGENCY agree to equally split the cost of the Base Fee, and CITY agrees to pay 100% of the Audit Fee.

B. Fees Services as outline in Section 3. Services, subsection 0 above, and for Optional Services as outlined in Services-Section F above shall be billed at the following hourly rates :

Partner Principal Associate Senior Analyst Analyst Administrative

$150 per hour $135 per hour $100 per hour $85 per hour $60 per hour $40 per hour

Hourly rates are exclusive of expenses, which are billed at 1.15 times actual incurred costs.

C. Fees for Bond Services will be determined depending upon the complexity of the bond issue and the time available for completion of the task. The following are the ranges of price:

1. Tax Allocation Bonds-$10,000-$20,000 2. Special Tax Reports-$7,500-$20,000 3. Independent Consulting Reports-$2,500-$7,500 4 . Continuing Disclosure-$750-$5,OOO

D. Except for fees billed under Section 3. Services, subsection B above, all sums billed shall constitute full reimbursement to CONSULTANT for all direct and indirect expenses incurred by CONSULTANT in performing analyses and audits

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including the salaries of CONSULTANT's employees, and travel expenses connected with contacting appropriate county department representatives.

E. All fees are due 30 days immediately following billing.

6. MAXIMUM COST

CONSULTANT expressly acknowledges that the total cost to complete all tasks set forth in Section 3. Services, must not exceed Nine Thousand Dollars ($9,000) per year, plus 15% of any sums actually generated through allocation audits. In no event shall the total contract excee Two Hundred Thousand Dollars ($200,000) during the Term ("Maximum Cost"). When CONSULTANT has billed 75% of Ihe Maximum Cost. CONSULTANT shall provide written notice to CITY's Project Manager that CONSULTANT has expended 75% of the Maximum Cost.

7. CITY AND AGENCY MATERIALS AND SUPPORT

CITY and AGENCY agree to provide the following information:

A. Current AGENCY and CITY maps and zoning map to the extent not already provided; and

B. Parcel listing and maps of CITY or AGENCY redevelopment parcel annexation since the lien date roll .

8. INDEPENDENT CONSULTANT

CONSULTANT shall perform the services hereunder as an independent CONSULTANT and shall furnish such services in his own manner and method; and under no circumstances or conditions shall any agent, servant, or employee of CONSULTANT be considered as an employee of CITY or AGENCY.

9. CONFLICT OF INTEREST

CONSULTANT represents and certifies that:

A. CONSULTANT's personnel are not currently officers, agents, employees, representatives, or elected officials of CITY or AGENCY;

B. CONSULTANT will not employ or hire a CITY or AGENCY officer, agent, employee, representative, or elected official during this Agreement's Term;

C. CITY's and AGENCY's officers, agents, employees, representatives, and elected officials do not, and will not, have any direct or indirect financial interest in this Agreement; and

D. During this Agreement's Term, CONSULTANT will inform CITY and AGENCY about any possible conflict of interest that may arise as a result of any change in circumstances.

10. NON-ASSIGNMENT

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This Agreement is not assignable either in whole or in part by CONSULTANT without the written consent of CITY and AGENCY. CONSULTANT shall not employ nor assign any part of the services to a sub-contractor.

11. A nORNEY'S FEES

In the event a legal action is commenced to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to recover its reasonable costs and reasonable attorney's fees .

12. NON-DISCLOSURE CLAUSE

In performing its duties under this agreement, CONSULTANT will produce reports , technical information and other complications of data to CITY and AGENCY. These reports , technical information and complications of data are derived by CONSULTANT using methodologies, formulae , programs, techniques and other processes designed and developed by CONSULTANT at a substantial expense. CONSULTANT's reports , technical information, compilations of data, methodologies, formulae , programs, techniques and other processes designed and developed by CONSULTANT shall be referred to as "Proprietary Information." CONSULTANT's Proprietary Information is not generally known by the entities with which CONSULTANT competes.

CONSULTANT desires to protect its Proprietary Information. Accordingly, CITY and AGENCY, to the extent provided by law, agree that neither of them nor any of their employees, agents, independent consultants, or other persons or organizations over which they have control, will at any time during or after the term of this Agreement, directly or indirectly use any of CONSULTANT's Proprietary Information for any purpose not associated with CONSULTANT's activities. Further, CITY and AGENCY agree that neither of them nor any of their employees, agents, independent consultants or other persons or organizations over which they have control , will disseminate or disclose any of the CONSULTANT's Proprietary Information to any person or organization not connected with CONSULTANT, without the express written consent of CONSULTANT. The CITY and AGENCY also agree that it will undertake all reasonably necessary and appropriate steps to maintain the proprietary nature of CONSULTANT's Proprietary Information.

13. GOVERNING LAW

The laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and shall also govern the interpretation of this Agreement.

14. TERMINATION

This Agreement may be terminated by either party giving 30 days written notice to the other party of such termination, and specifying the effective date thereof. Upon the presentation of such notice, CONSULTANT may continue to work through the date of termination. Upon termination as provided herein, CONSULTANT shall be paid the value of all tax analysis and reporting work performed less payments previously made by CITY and/or AGENCY. In ascertaining the value of the work performed up to the date of

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termination, consideration shall be given to amounts due for any unpaid invoices, and to parcels identified by termination of this Agreement. After CITY and/or AGENCY receives said tax payments, CONSULTANT shall be paid for the percentage work as previously authorized and satisfactorily performed at the times provided in the proceeding section entitled "Consideration. ~

INDEMNIFICATION AND INSURANCE

A. Indemnification. CONSULTANT shall indemnify, defend, protect, and hold the CITY, the AGENCY, their officers, agents, and employees, free and harmless from and against any and all claims, demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments, and all cost and expenses incurred in connection therewith, including reasonable attorney's fees and cost of defense arising out of the services performed under this Agreement, except to the extent arising from or caused by the sale negligence or willful misconduct of the CITY or AGENCY, or their officers, agents, or employees.

B. Workers Compensation Insurance. The CONSULTANT agrees to provide insurance in the amounts and forms specified in Exhibit "D-1", attached hereto and made a part hereof by reference. Comparable coverage shall be provided for each sub-Consultant used in the performance of this Agreement.

C. Commercial General Insurance. The CONSULTANT agrees to provide insurance in the amounts and forms specified in Exhibit "0-2", attached hereto and made a part hereof by reference. Comparable coverage shall be provided for each sub­Consultant used in the performance of this Agreement

D. Automobile Insurance. The CONSULTANT agrees to provide insurance in the amounts and forms specified in Exhibit "D-3", attached hereto and made a part hereof by reference. Comparable coverage shall be provided for each sub­Consultant used in the performance of this Agreement

E. The CONSULTANT shall submit to the CITY and AGENCY documentation indicating compliance with these minimum requirements, and the requirements specified in uExhibit 0-4," and "Exhibit 0-5," no less than one (1) day prior to the beginning of performance under this Agreement. The CONSULTANT shall not commence performance of its services under this Agreement until the above insurance has been filed with and approved by the CITY and AGENCY.

16. NOTICE

All notices required by this Agreement shall be given to CITY, AGENCY and CONSULTANT in writing, by personal delivery or first class mail postage prepaid, addresses as follows;

CITY

AGENCY

141 N. Glendale Ave. Suite 346 Glendale. CA 91206

633 E. Broadway. Suile 201 Glendale. CA 91206

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CONSULTANT: Hinderliter/De Llamas and Associates 1340 Valley Vista Drive, Suite 200 Diamond Bar, CA 91765

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf.

CITY

By:_-,-_-=-=--,-,---,---__ James E. Starbird, City Manager

AGENCY

By:_-,-_-=-=--,-,---,---__ James E. Starbird, Executive Director

APPROVED AS TO FORM: scan H. HOWARD, CITY AnORNEY

By:_==-:-:=-;=:;:::::-__ Gillian van Muyden, General Counsel-Redevelopment

CONSULTANT

By: ________ _

Dated: _________ _

Dated: _________ _

Dated: _________ _

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AGREEMENT BETWEEN HdL COREN & CONE, THE CITY OF GLENDALE AND THE GLENDALE REDEVELOPMENT AGENCY

This agreement is made and entered into as of the __ day of _---,--,----,---__ 2009, ("Effective Date") by and between the City Of Glendale a municipal corporation hereinafter called the CITY, the Glendale Redevelopment Agency, a body corporate and politic, hereinafter referred to as the AGENCY, and HdL Coren & Cone, a California Corporation hereinafter called CONSULTANT. The CITY, AGENCY and CONSULTANT may be referred to as a "Party" individually or collectively as the MParties. ft

1. RECITALS

WHEREAS, property tax revenues can be verified and potentially increased through a system of continuous monitoring , identification and reconciliation to county records ; and

WHEREAS, an effective program of property tax management will assist the CITY in fiscal , economic and community development planning; and

WHEREAS, CITY and AGENCY desire the property tax data based reports and data analysis required to effectively manage the CITY property tax base and identify and recover revenues misallocated within the CITY, redevelopment project areas, or to other jurisdictions, and

WHEREAS, CONSULTANT has programs, equipment, data and personnel required to deliver the property tax service referenced herein;

NOW, THEREFORE, CITY, AGENCY and CONSULTANT, for the consideration hereinafter described, mutually agree as follows:

2. DEFINITIONS

Agency Glendale Redevelopment Agency, a body corporate and politic

City City of Glendale, a municipal corporation

Data Base: A computerized listing of property tax parcels and information compiled for CITY and AGENCY from information provided by the County

Property Tax Roll : The assessed values of parcels on the lien date as reported by the County

Project Areas: Central Glendale and San Fernando Road Corridor Redevelopment Project Areas

TRA: Tax Rate Area

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3. SERVICES

The CONSULTANT shall perform the following services:

A. ANNUALLY, after the Property Tax Roll is available:

1. CONSULTANT shall establish a Data Base for the CITY and AGENCY and install it on a personal computer or network.

2. Utilizing the Data Base. CONSULTANT will :

a. Provide a listing of the 251arge5t property owners in the CITY, and each Project Area, including the assessed value of their property.

b. A listing of the 25 largest property tax payers, including an estimate of the property taxes.

c. A listing of property tax transfers which occurred since the prior lien date.

d. A listing of parcels that have not changed ownership since the enactment of Proposition XIIiA.

e. A comparison of property tax within the CITY and each Project Area, by county-use code designation.

f. A listing by parcel of new construction activity utilizing CITY building department data, including building permits which identity non-residential parcels with new construction activity and to provide reports for use in the CITY's preparation of Proposition 4 and 111 State Appropriation Limit calculations.

g. A listing of multiple owned parcels. h. A listing of absentee owners parcels. i. An estimate of property tax revenue anticipated to be received for

the fiscal year by the CITY and the AGENCY, respectively. This estimate is based upon the initial modification. This estimate shall not be used to secure the indebtedness of the CITY or the AGENCY.

J. Upon written request, analyses based on geo areas designated by the CITY or AGENCY to include assessed valuations and square footage computations for the use in community development and redevelopment planning.

B. QUARTERLY

1. A listing of property tax appeals filed on properties in the CITY and in the Project Areas.

2. A listing of property tax transfers that have occurred since the last report. 3. An update of computer program parcel transfer data.

C. Reports provided by CONSULTANT are not to be used as a part of a debt issuance offering document.

D. ANALYSIS AND IDENTIFICATION OF MISALLOCATION ERRORS

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1. In the first year of this Agreement, and as necessary thereafter but not less than once every three years, CONSULTANT shall conduct an analysis to identify and verify in both the CITY and each Project Area, parcels on the secured Property Tax Roll which are not properly attributed to the CITY or to a Project Area TRA, and provide the correct TRA designation to the proper County agency. Typical errors include parcels assigned to incorrect TRA's within taxing agencies and parcels missing from Project Areas.

2. CONSULTANT shall reconcile the annual auditor-controller assessed valuations report to the assessor's lien date rolls and identify discrepancies.

3. CONSULTANT shall review parcels on the unsecured Property Tax Roll to identify inconsistencies such as value variations, values being reported to a mailing address rather than the situs address, and errors involving TRAs (to the extent records are available).

4. Property transfers and new construction completions shall be tracked to determine whether assessment is performed within a reasonable time. The CITY and AGENCY shall be notified of parcels which have failed to be reassessed.

E. ON-GOING CONSULTATION.

During the term of this Agreement , CONSULTANT will serve as the CITY's and AGENCY's resource staff on questions relating to property tax and redevelopment (including Statements of Indebtedness) and assist in estimating current year property tax revenues.

F. DOCUMENTARY TRANSFER TAX

1. Pursuant to the CITY's authorization, on a monthly basis, HdL Coren & Cone will review Documentary Transfer Tax remittance detail and compare all qualifying transfers of ownership by deed to those for which the CITY has received payment. To the extent that remittance detail is available misallocations may be recovered for each of the past three years.

2. Those transfers which are coded to the CITY and which have not resulted in taxes being remitted to the CITY will be identified monthly and submitted to the CITY for review and final transmittal to the appropriate County agency for correction action.

3. When the taxes are remitted to the CITY as a result of this audit review, they will be identified on the County remittance detail. A copy of the CITY's remittance detail will be forwarded to HdL Coren & Cone so that invoicing related to the corrections can be submitted to the City for payment.

G. OPTIONAL SERVICES.

The following services are available on time and materials basis.

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1. Generation of specialized data-based reports which would require additional programming or the purchase of additional data not necessary to carry out services outlined in subsections A, B, and C herein above.

2. Any research with County agencies for which CONSULTANT does not have a current database.

3. Redevelopment financial services including but not limited to:

a. Tax increment projections; b. Feasibility studies; c. Agency of Project Area cash flows; d. Low and moderate income housing set-aside calculations, finding

and consultations; e. Fiscal impact studies; f. Legislative analysis; and g. Redevelopment plan adoption and amendment financial feasibifity

studies.

H. BONO SERVICES.

Bond services are available for a fixed fee, including:

1. Tax Allocation Bonds fiscal consultant reports ; 2. Mello-Roos Special Tax studies; 3. Independent re development and financial consultant reports, such as

escrow release reports and additional bond tests; and 4. Continuing Disclosure Statements.

4. TERM

The term of this Agreement is five (4) years, commencing on the Effective Date unless this Agreement ends sooner according to the terms elsewhere in the document (the "Term").

5. CONSIDERATION

A. CONSULTANT shall provide the services described in Section 3, Services, subsections A, 8 , and E above, for an annual fee of $21 ,500 invoiced quarterly (the "Base Fee"). CITY and AGENCY shall equally split the cost of the Base Fee.

B. For services pursuant to Section 3, Services, subsection D, CONSULTANT shall receive 25 percent of net general fund or tax increment property tax revenue recovered or reallocated that is the result of an audit, analysis or consultation performed by CONSULTANT (including but not limited to base year value audits, administration of tax sharing agreement, tax increment allocation reviews (the "Audit Fee"). CONSULTANT shall separate and provide evidence supporting said reallocation and provide CITY and AGENCY with an itemized invoice showing all amounts due as an Audit Fee as a result of revenue recovery or reallocation. CITY and AGENCY shall pay Audit Fees after CONSULTANT's submittal of evidence that corrections have been made by the appropriate CITY. Payment to

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CONSULTANT shall be made after CITY and or AGENCY receives its first remittance advice during the fiscal year for which correction applies.

C. CONSULTANT shall be paid a fee of 25 percent of the amount of revenue recovered for Documentary Transfer Tax Revenues as described in Section 3, Services, subsection F herein above. The CITY will pay only for those corrections identified, approved and corrected on the CITY's behalf by CONSULTANT.

D. Fees for Optional Services as outlined in Section 3. Services, subsection F above shall be billed at the following hourly rates:

Partner Principal Associate Senior Analyst Analyst Administrative

$150 per hour $135 per hour $100 per hour $85 per hour $60 per hour $40 per hour

Hourly rates are exclusive of expenses, which are billed at 1.15 times actual incurred costs.

E. Fees for bond services will be determined depending upon the complexity of the bond issue and the time available for completion of the task. The following are the ranges of price:

1. Tax Allocation Bonds-$10,OOO-$20,OOO 2. Special Tax Reports-$7,500-$20,OOO 3. Independent Consulting Reports-$2,500-$7,500 4. Continuing Disclosure-$750-$5,000

F. Except for fees billed under Section 3, Services, subsection D above, all sums billed shall constitute full reimbursement to CONSULTANT for all direct and indirect expenses incurred by CONSULTANT in performing analyses and audits including the salaries of CONSULTANT's employees, and travel expenses connected with contacting appropriate county department representatives.

G. All fees are due 30 days immediately following billing.

6. MAXIMUM COST

CONSULTANT expressly acknowledges that the total cost to complete all tasks set forth in Section 3. Services must not exceed Two Hundred Thousand dollars ($200,OOO) during the term of this Agreement r Maximum Cosr). When Consultant has billed 75% of the Maximum Cost, CONSULTANT shall provide written notice to CITY's Project Manager that CONSULTANT has expended 75% of the Maximum Cost.

7. CITY MATERIALS AND SUPPORT

CITY agrees to provide the following information:

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A. Current CITY and redevelopment maps and zoning map; B. A copy of reports received by the CITY and AGENCY annually from the Los

Angeles County Auditor-Controller's office detailing Assessed Values (Secured, Unsecured and Utilities), as well as Unitary Values for reconciliation analysis;

C. Parcel listing and maps of CITY or redevelopment parcel annexation since the lien date roll ;

D. A listing of completed new construction projects with Assessor's map book, page and parcel (APN) numbers for proper identification and tracking for two years prior to the date of the agreement. If the data does not include the APN information, CONSULTANT will research this information at an additional cost ; and

E. A listing of the CITY levies assessment districts and direct assessments.

8. INDEPENDENT CONSULTANT

CONSULTANT shall perform the services hereunder as an independent CONSULTANT and shall furnish such services in CONSULTANT's own manner and method; and under no circumstances or conditions shall any agent, servant, or employee of CONSULTANT be considered as an employee of CITY or AGENCY.

9. CONFLICT OF INTEREST

CONSULTANT represents and certifies that:

A. CONSULTANT's personnel are not currently officers, agents, employees, representatives, or elected officials of CITY or AGENCY;

B. CONSULTANT will not employ or hire a CITY or AGENCY officer, agent, employee, representative, or elected official during this Agreement's Term;

C. CITY's and AGENCY's officers, agents, employees, representatives, and elected officials do not, and will not, have any direct or indirect financial interest in this Agreement; and

D. During this Agreement's Term , CONSULTANT will inform CITY and AGENCY about any possible conflict of interest that may arise as a result of any change in circumstances.

10. NON-ASSIGNMENT

This Agreement is not assignable either in whole or in part by CONSULTANT without the written consent of CITY or AGENCY. CONSULTANT shall not employ nor assign any part of the services to a sub-contractor.

11. ATTORNEY'S FEES

In the event a legal action is commenced to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees.

12. NON-DISCLOSURE CLAUSE

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In performing its duties under this agreement, CONSULTANT will produce reports, technical information and other complications of data to CITY and AGENCY. These reports, technical information and complications of data are derived by CONSULTANT using methodologies, formulae , programs, techniques and other processes designed and developed by CONSULTANT at a substantial expense. CONSULTANT's reports, technical information, compilations of data, methodologies, formulae , programs, techniques and other processes designed and developed by CONSULTANT shall be referred to as Proprietary Information. CONSULTANT's Proprietary Information is not generally known by the entities with which CONSULTANT competes.

CONSULTANT desires to protect its Proprietary Information. Accordingly, CITY and AGENCY, to the extent provided by law, agree that neither of them, nor any of their employees, agents, independent consultants, or other persons or organizations over which they have control , will at any time during or after the Term of this Agreement, directly or indirectly use any of CONSULTANT's Proprietary Information for any purpose not associated with CONSULTANT's activities. Further, CITY and AGENCY agree that neither of them nor any of their employees, agents, independent consultants or other persons or organizations over which they have control , will disseminate or disclose any of the CONSULTANT's Proprietary Information to any person or organization not connected with CONSULTANT, without the express written consent of CONSULTANT. The CITY and AGENCY also agree that they will undertake all reasonably necessary and appropriate steps to maintain the proprietary nature of CONSULTANT's Proprietary Information.

13. GOVERNING LAW

The laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this agreement and shall also govern the interpretation of this agreement.

14. TERMINATION

This Agreement may be terminated by either Party giving 30 days written notice to the other Party of such termination , and specifying the effective date thereof. Upon the presentation of such notice, CONSULTANT may continue to work through the date of termination. Upon termination as provided herein, CONSULTANT shall be paid the value of all tax analysis and reporting work performed less payments previously made by CITY and or AGENCY. In ascertaining the value of the work performed up to the date of termination, consideration shall be given to amounts due for any unpaid invoices, and to parcels identified by termination of this agreement. After CITY and/or AGENCY receives said tax payments, CONSULTANT shall be paid for the percentage work as previously authorized and satisfactorily performed at the times provided in the proceeding section entitled "Consideration".

15. INDEMNIFICATION AND INSURANCE

A. Indemnification . CONSULTANT shall indemnify, defend, protect, and hold the CITY, the AGENCY, their officers, agents, and employees, free and harmless from and against any and all claims, demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments, and all cost and expenses incurred in

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connection therewith, including reasonable attorney's fees and cost of defense arising out of the services performed under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the CITY or AGENCY, or their officers, agents, or employees.

B. Workers Compensation Insurance. The CONSULTANT agrees to provide insurance in the amounts and forms specified in Exhibit "0-1", attached hereto and made a part hereof by reference. Comparable coverage shall be provided for each sub-Consultant used in the performance of this Agreement.

C. Commercial General Insurance. The CONSULTANT agrees to provide insurance in the amounts and forms specified in Exhibit "0-2", attached hereto and made a part hereof by reference. Comparable coverage shall be provided for each sub­Consultant used in the performance of this Agreement

D. Automobile Insurance. The CONSULTANT agrees to provide insurance in the amounts and forms specified in Exhibit "0-3", attached hereto and made a part hereof by reference. Comparable coverage shall be provided for each sub­Consultant used in the performance of this Agreement

E. The CONSULTANT shall submit to the CtTY and AGENCY documentation indicating compliance with these minimum requirements , and the requirements specified in "Exhibit 0-4," and "Exhibit 0-5," no less than one (1 ) day prior to the beginning of performance under this Agreement. The CONSULTANT shall not commence performance of its services under this Agreement until the above insurance has been filed with and approved by the CITY and AGENCY.

16. NOTICE

All notices required by this Agreement shall be given to CITY, AGENCY and CONSULTANT in writing, by personal delivery or first class mail postage prepaid, addresses as follows;

CITY

AGENCY

CONSULTANT:

[SIGNATURE FOLLOW ON NEXT PAGE[

141 N. Glendale Ave, Suite 346 Glendale, CA 91206

633 E. Broadway, Suite 201 Glendale, CA 91206

HdL Coren & Cone 1340 Valley Vista Drive, Suite 200 Diamond Bar, CA 91765

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf.

CITY

By:_-="..,.,--;=-;=""", __ _ James E. Starbird, City Manager

AGENCY

By:_-="..,.,--;=-;=""", __ _ James E. Starbird, Executive Director

APPROVED AS TO FORM: SCOTT H. HOWARD, CITY ATTORNEY

By:_-=;;c-_----=-;--;-__ _ Gillian van Muyden, General Counsel-Redevelopment

CONSULTANT

By: ________ _

Dated: _________ _

Dated: _________ _

Dated: _________ _

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EXHIBIT 0-1 INSURANCE REQUIREMENTS

PROFESSIONAL SERVICES AGREEMENT

"WORKERS' COMPENSATION" INSURANCE

1.1 At its own expense, CONSULTANT shaU obtain, pay for, and maintain- and shall require each of its Subconsultants to obtain and maintain-- for the duration of this Agreement

(A) Complete Workers' Compensation insurance, meeting or exceeding the coverages and amounts that California law requires; and

(8) Employer's liability insurance in an amount not less than:

(1) ONE MILLION DOLLARS ($1,000,000) per accident for bodily injury or disease;

(2) ONE MILLION DOLLARS ($1,000,000) per employee for bodily injury or disease; and

(3) ONE MILLION DOLLARS ($1,000,000) policy limit.

1.2 CONSULTANT shall provide CllY with a ·certificate of insurance" and a subrogation endorsement, "Waiver of Our Right to Recover From Others"- on forms satisfactory to the City Attorney or City's Risk Manager, and signed by the insurance carrier or its authorized representative- which fully meet the requirements of, and contain provisions entirely consistent with, this Agreement's workers' compensation insurance requirements.

1.3 CITY shall nol be liable 10 CONSULTANT's personnel, or anyone CONSULTANT direc~y or indirectly employs or uses, for a claim at law or in equity arising out of CONSULTANT's failure to comply with this Agreement's workers' compensation insurance requirement

EXHIBIT 0·2 INSURANCE REQUIREMENTS

PROFESSIONAL SERVICES AGREEMENT

"COMMERCIAL GENERAL LIABILITY" OR "BUSINESSOWNERS LIABILITY" INSURANCE

1.1 At its own expense, CONSULTANT shall obtain, pay for, and maintain- and shall require each of its Subconsultants to obtain and maintain- a 'Commercial General Liability- or a "Businessowners Liability" insurance pollcy on an occurrence basis to fully protect CONSULTANT and CITY from claims and suits for bodily injury, personal and advertising injury, property damage, and medical payments. The policy must add the City of Glendale and its officers, agents, employees, and representatives as additional insureds.

1.2 The insurance must not be written for less than the limits of liability specified below or required by law, whichever coverage amount is greater:

(A) ONE MILLION DOLLARS ($l,OOO,OOO) per occurrence for bodily injury (including accidental death) to any one person;

(B) ONE MILLION DOLLARS ($1,000.000) per occurrence for personal and advertising injury to anyone person;

(C) ONE MILLION DOLLARS ($1 ,000,000) per occurrence for property damage; and

(D) TWO MILLION DOLLARS ($2,000,000) general aggregate limit

1.3 The liability insurance must include all major divisions of coverage and must cover:

(A) Premises Operations (including Explosion, Collapse, and Underground rX,C,U' j coverages as applicable):

(8) Independent CONSULTANTs Protective;

(C) Independent Contractors;

(0) Products and Completed Operations (maintain same limits as above until five (5) years after recordation of Notice of Completion):

(E) Personal and Advertising Injury (with Employer's Liability Exclusion deleted):

(F) Contractual Liability; and

(G) Broad Form Property Damage.

1.4 CONSULTANT shall provide CITY with a ' certificate of insurance,' an "additional insured endorsement,' and a subrogation endorsement, ' Waiver of Transfer to Rights of Recovery Against Others' - on forms satisfactory to the City Attorney or City's Risk Manager, and signed by the insurance carrier or its authorized reoresentative-- which fully meet the requirements of, and contain provisions entirely consistent with , all of the Insurance Requirements.

1.5 The ·certificate of insurance" and an "additional insured endorsement" must state:

"The City of Glendale, and its officers, agents, employees, and representatives are included as additional insureds under the policy(s). This insurance is primary to all other insurance of the City. The City's insurance, or self-insurance, or both, will apply in excess of- and will not contribute with- this insurance. This insurance applies separately to each insured or additional insured who is seeking coverage, or against whom a claim is made or a suit is brought. The issuing company shall mail thirty (30) days advance notice to the City for any policy cancellation, termination, non-renewal, or reduction in coverage:

EXHIBIT D·3 INSURANCE REQUIREMENTS

PROFESSIONAL SERVICES AGREEMENT

"BUSINESS AUTOMOBILE" LIABILITY INSURANCE

1,1 At its own expense, CONSULTANT shall obtain, pay for, and maintain- and shall require each of its Subconsultanls to obtain and maintain- a "Business Automobile" insurance policy on an occurrence basis to fully protect CONSULTANT and CITY from claims and suits for bodily injury, property damage, and medica! payments. The policy must add the City of Glendale and its officers, agents, employees, and representatives as additional insureds.

1.2 The insurance must not be written for less than the limits of liability specified below or required by law, whichever coverage amount is greater:

(A) ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury (including accidental death) to any one person: and

(8) ONE MILLION DOLLARS ($1 ,000,000) per occurrence for property damage; or

(C) TWO MILLION DOLLARS ($2,000,000) combined single limit ('CSL' ),

1.3 The liability insurance must include all major divisions of coverage and must cover all vehicles, whether rented, leased, hired, scheduled, owned or non-owned.

1,4 CONSULTANT shall provide CITY with a "certificate of insurance" and an "additional insured endorsemenf'- on forms satisfactory to the City Attorney or City's Risk Manager, and signed bv the insurance carrier or its authorized representative­which fully meet the requirements of, and contain provisions entirely consistent with, all of the Insurance Requirements.

1.5 The ·certificate of insurance" and an "additional insured endorsement" must state:

"The City of Glendale, and its officers, agents, employees, and representatives are included as additional insureds under the policy(s). This insurance is primary to all other insurance of the City. The City's insurance, or self-insurance, or both, will apply in excess of- and will not contribute with- this insurance. This insurance applies separately to each insured or additional insured who is seeking coverage, or against whom a claim is made or a suit is brought. The issuing company shall mail thirty (30) days advance notice to the City for any policy cancellation, termination, non-renewal, or reduction in coverage:

GENERAL REQUIREMENTS

EXHIBIT D·4 INSURANCE REQUIREMENTS

PROFESSIONAL SERVICES AGREEMENT

1.1 At all times, the insurance company issuing the policy must meet all three of these requirements;

(A) It must be "admitted" insurer by the State of California Department of Insurance or must be listed on the California Department of Insurance's "List of Surplus Line Insurers" {"LESU"};

(8) It must be domiciled within, and organized under the laws of, a Stale of the United States; and

(C) It must carry an A.M. Best & Company minimum rating of "A:VII".

1.2 If the Agreement requires any of the foregoing insurance coverages to remain in force after the Final Payment, and if they are reasonably available, CONSULTANT shall submit to CllY- with the final Application for Payment- all certificates and additional insured endorsements evidencing the coverages' continuation.

1.3 A deductible or self-insured retention is subject to CITY's review and approval, in its sole discretion. The insurance company or its authorized representative must state either on the insurance certificate or in a separate correspondence:

(A) The amount of the deductible, or self-insured retention, or both;

(8) Whether a limit of insurance has been lowered by any pending or paid claim; and

(C) The current limit amount, as lowered by the pending or paid claim.

1.4 Despite any conflicting or contrary provision in CONSULTANT's insurance policy:

(A) If CONSULTANT's insurance company adds CITY, and its officers, agents, employees, and representatives (collectively, "its representatives') as additional insureds, then for all acts, errors, or omissions of CITY, or its representatives, or both, that insurer shall:

(1) Pay those sums that CITY, or its representatives, or both, become legally obligated to pay as damages; and

(2) Defend- and pay the costs of defending- CITY, or its representatives, or both;

(9) CONSULTANTs insurance is primary;

(C) Other insurance (whether primary, excess, contingent or self-insurance, or any other basis) available to CITY, or its representatives, or both, is excess over CONSULTANT's insurance;

(D) CITY's insurance, or self-insurance, or both, will not contribute with CONSULTANT's insurance policy;

(E) CONSULTANT and CONSULTANT's insurance company waive- and shall not exercise- any right of recovery or subrogation that CONSULTANT or the insurer may have against CITY, or its representatives, or both;

(F) CONSULTANT's insurance policy applies separately to each insured or additional insured who is seeking coverage, or against whom a claim is made or suit is brought, except that the naming of multiple insureds will not increase an insurance company's limits of liability;

(G) CONSULTANT's insurance policy applies to a claim or suit brought by an additional insured against a Named Insured or other insured, arising out of bodily injury, personal injury, advertising injury, or property damage; and

(H) CITY is not liable for a premium payment or another expense under CONSULTANT's policy.

1.5 At any time during the duration of this Agreement, CITY may do anyone or more of the following :

(A) Review this Agreement's insurance coverage requirements; or

(B) Require that CONSULTANT:

(1) Obtain, pay for, and maintain more or less insurance depending on CITY's assessment of anyone or more of the following factors:

(a) CITY's risk of liability or exposure arising out of, or in any way connected with, the services of CONSULTANT under this Agreement;

(b) The nature or number of accidents, claims, or lawsuits arising out of, or in any way connected with, the services of CONSULTANT under this Agreement; or

(c) The availability, or affordability, or both, of increased liability insurance coverage;

(2) Reduce or eliminate a deductible or self-insured retention as it applies to CITY; or

(3) Obtain, pay for, and maintain a bond (as a replacement for an insurance coverage) from a California corporate surety, guaranteeing payment to CITY for liability, or costs, or both, that CITY incurs during CITY's investigation, administration, or defense of a claim or a suit arising out of this Agreement.

1.6 CONSULTANT shall maintain the insurance policy without interruption, from the Project's commencement date to the Final Payment date, or until a date thaI CITY specifies for any coverage that CONSULTANT must maintain after the Final Payment.

1 .7 CONSULTANT's insurance company or self-insurance administrator shall mail CITY written notice at least thirty (30) days in advance of the policy's or the self-insurance program's cancellation, termination, non-renewal, or reduction in coverage.

1.8 CONSULTANT shall not allow any insurance to expire, cancel, terminate, lapse, or non-renew. Twenty-one (21 ) days before its insurance policy's expiration, cancellation, termination, or non-renewal, CONSULTANT shall deliver to CITY evidence of the required coverage as proof that CONSULTANT's insurance policy has been renewed or replaced with another insurance policy which, during the duration of this Agreement, meets all of this Agreement's insurance requirements.

1.9 At any time, upon CITY's request, CONSULTANT shall furnish satisfactory proof of each type of insurance coverage required- including a certified copy of the insurance policy or policies; certificates, endorsements, renewals, or replacements; and documents comprising CONSULTANT's self-insurance program-- all in a form and content acceptable to the City Attorney or City's Risk Manager.

1.10 If CONSULTANT hires, employs, or uses a subconsultant to perform work, services, operations, or activities on CONSULTANT's behalf, CONSULTANT shall ensure \hat the subconsultant:

(A) Meets, and fully complies with , this Agreement's insurance requirements;

(8) Delivers to CITY- for its review, or approval , or both- all insurance policies, certificates, and endorsements that this Agreement requires; and

(C) Furnishes CITY, at any time upon its request, with a complete copy of the subconsultant's insurance policy or policies for CITY's review, or approval, or both.

1.11 CONSULTANT's failure to comply with an insurance provision in this Agreement constitutes a breach upon which CITY may immediately terminate or suspend CONSULTANT's performance of this Agreement, or invoke another remedy that this Agreement or the law allows. At its discretion, CITY may obtain or renew the insurance, and CITY may pay all or part of the premiums. Upon demand, CONSULTANT shall repay CITY for all sums or monies that CITY paid to obtain, renew, or reinstate the insurance, or CITY may offset the cost of the premium against any sums or monies that CITY may owe CONSULTANT.

EXHIBIT 0·5 INSURANCE REQUIREMENTS

PROFESSIONAL SERVICES AGREEMENT

CONSULTANT'S SUBMITTAL OF CERTIFICATES AND ENDORSEMENTS

1.1 CONSULTANT shall have its insurance carrier(s) or self-insurance administrator{s) complete and execute the following insurance documents, unless an exception below applies. When CONSULTANT signs and delivers the Agreement to CITY, CONSULTANT also shall deliver:

(A) A -certificate of insurance" for each required liability insurance coverage;

(8) CITY's "General Liability/Automobile Liability Special Endorsement" form (L -15), unless this Agreement does not require CONSULTANT to obtain and maintain Commercial General liability coverage, Businessowners Liability coverage, or Automobile Liability coverage;

(C) A subrogation endorsement, "Waiver of Transfer to Rights of Recovery Agains t Others,· for Commercial General Liability coverage or 8usinessowners Liability coverage;

(D) A "certificate of insurance" for Workers' Compensation insurance; or

If CONSULTANT is self-insured for workers' compensation, a copy of the "Certificate of Consent to Self­insure" from the State of California; or

If CONSULTANT is lawfully exempt from workers' compensation laws, an "Affirmation of Exemption from Labor Code §3700· form;

(E) A subrogation endorsement, "Waiver of Our Right to Recover From Others,' for Workers' Compensation coverage; and

(F) A complete copy of CONSULTANT's Professional Liability insurance policy, including all forms and endorsements attached to it.

1.2 CITY will neither sign this Agreement nor issue a "Notice to Proceed" until the City Attorney or City's Risk Manager has reviewed and approved the insurance documents. CITY's decision as to the acceptability of all insurance documents is final. Unless CONSULTANT obtains CITY's written approval, CITY will not permit or allow a substitution of an insurance policy, or a change in a certificate's or an endorsement's form and content, or both.

INSURANCE OBLIGATION IS SEPARATE FROM INDEMINTY OBLIGATION

2.1 This Agreemenfs insurance provisions:

(A) Are separate and independent from the indemnification and defense provisions in Article 12 of the Agreement; and

(8) Do not limit, in any way, the applicability, scope, or obligations of the indemnification and defense provisions in Article 12 of the Agreement.