18-0101_STRADLING YOCCA CARLSON & RAUTH, P.C._Professional Services AgreementSUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of _J" r 2018 by and
between the Successor Agency to the San Juan Capistrano Comn7uilty Redevelopment
Agency, a public agency organized and operating under the laws of the 81ate of California with
its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675
("Agency"), and Stradling Yocca Carlson & Rauth, P.C,, a professional corporation with its
principal place of business at 660 Newport Center Drive, Suite 1600, Newport Beach, CA
92660-6422 (hereinafter referred to as "Consultant"). Agency and Consultant are sometimes
individually referred to as "Party" and collectively as "Parties" in this Agreement.
RECITALS
A. Agency is a public agency of the State of California and is in need of professional
services for legal and consultation (hereinafter referred to as "the Project").
B. Consultant is duly licensed and has the necessary qualifications to provide such
services.
C. The Parties desire by this Agreement to establish the terms for Agency to retain
Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
Services.
Consultant shall provide the Agency with legal and consulting services.
2. Compensation.
a. Subject to paragraph 2(b) below, the Agency shall pay for such services
in accordance with the Hourly Rates and Charges set forth in Exhibit "A."
b. In no event shall the total amount paid for services rendered by
Consultant under this Agreement exceed the sum of $45,000. This amount is to cover all
printing and related costs, and the Agency will not pay any additional fees for printing expenses.
Periodic payments shall be made within 30 days of receipt of an invoice which includes a
detailed description of the work performed, Payments to Consultant for work performed will be
made on a monthly billing basis.
3. Additional Work.
If changes in the work seem merited by Consultant or the Agency, and informal
consultations with the other party indicate that a change is warranted, it shall be processed in
the following manner; a letter outlining the changes shall be forwarded to the Agency by
Consultant with a statement of estimated changes in fee or time schedule. An amendment to
this Agreement shall be prepared by the Agency and executed by both Parties before
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performance of such services, or the Agency will not be required to pay for the changes in the
scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of
this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Consultant and made available at all reasonable times during
the contract period and for four (4) years from the date of final payment under the contract for
inspection by Agency.
Time of Performance.
Consultant shall perform its services in a prompt and timely manner and shall
commence performance upon receipt of notice from the Agency to proceed ("Notice to
Proceed").
6. Delays in Performance.
a. Neither Agency nor Consultant shall be considered in default of this Agreement
for delays in performance caused by circumstances beyond the reasonable control of the non-
performing party. For purposes of this Agreement, such circumstances include but are not
limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and
other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances;
sabotage orjudicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a
reasonable time of being prevented from performing, give written notice to the other party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the Agency, as requested, in obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory agencies.
C. If applicable, Consultant is responsible for all costs of clean up and/ or removal of
hazardous and toxic substances spilled as a result of his or her services or operations
performed under this Agreement.
8. Standard of Care
Consultant's services will be performed in accordance with generally accepted
professional practices and principles and in a manner consistent with the level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions.
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9. Assignment and Subconsul#ant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or
interest in this Agreement without the written consent of the Agency, which may be withheld for
any reason. Any attempt to so assign or so transfer without such consent shall be void and
without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall
contain a provision making them subject to all provisions stipulated in this Agreement. Nothing
contained herein shall prevent Consultant from employing independent associates, and
subconsultants as Consultant may deem appropriate to assist in the performance of services
hereunder.
10. Independent Consultant
Consultant is retained as an independent contractor and is not an employee of Agency.
No employee or agent of Consultant shall become an employee of Agency. The work to be
performed shall be in accordance with the work described in this Agreement, subject to such
directions and amendments from Agency as herein provided.
11. Insurance. Consultant shall not commence work for the Agency until it has
provided evidence satisfactory to the Agency it has secured all insurance required under this
section. In addition, Consultant shall not allow any subcontractor to commence work on any
subcontract until it has secured all insurance required under this section.
a. Commercial General Llabil
(i) The Consultant shall take out and maintain, during the
performance of all work under this Agreement, in amounts not less than specified herein,
Commercial General Liability Insurance, in a form and with insurance companies acceptable to
the Agency.
(ii) Coverage for Commercial General Liability insurance shall be at
least as broad as the following:
(1) Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage
for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion
deleted
(7) Contractual Liability with respect to this Contract
(8) Broad Form Property Damage
(9) Independent Consultants Coverage
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(iv) The policy shall contain no endorsements or provisions limiting
coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one
insured against another; (3) products/completed operations liability; or (4) contain any other
exclusion contrary to the Agreement.
(v) Reserved.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to written approval by the Agency.
Automobile Liability
(i) At all times during the performance of the work under this
Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and
property damage including coverage for owned, non -owned and hired vehicles, in a form and
with insurance companies acceptable to the Agency.
(ii) Coverage for automobile liability insurance shall be at least as
broad as Insurance Services Office Form Number CA 00 01 covering automobile liability
(Coverage Symbol 8, hired, and Symbol 9, Non -Owned).
(iii) Reserved.
(iv) Subject to written approval by the Agency, the automobile liability
program may utilize deductibles, but not a self-insured retention.
Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of
Section 3700 of the California Labor Code which requires every employer to be insured against
liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that code, and he/she will comply with such provisions before commencing work
under this Agreement.
(ii) To the extent Consultant has employees at any time during the
term of this Agreement, at all times during the performance of the work under this Agreement,
the Consultant shall maintain full compensation insurance for all persons employed directly by
him/her to carry out the work contemplated under this Agreement, all in accordance with the
"Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of
California and any acts amendatory thereof, and Employer's Liability Coverage in amounts
indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the
period required by this Agreement, workers' compensation coverage of the same type and limits
as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant
shall maintain professional liability or Errors and Omissions insurance appropriate to its
profession, in a form and with insurance companies acceptable to the Agency and in an amount
indicated herein. This insurance shall be endorsed to include contractual liability applicable to
this Agreement and shall be written on a policy form coverage specifically designed to protect
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against acts, errors or omissions of the Consultant. "Covered Professional Services" as
designated in the policy must specifically include work performed under this Agreement. The
policy must "pay on behalf of the insured and must include a provision establishing the insurer's
duty to defend.
e. Minimun-1 Policy l imits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate
for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 per occurrence for bodily injury and
property damage
Employer's Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and
omissions)
(ii) Defense costs shall be payable in addition to the limits.
(iii) Requirements of specific coverage or limits contained in this
section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance.
Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the Agency
evidence of insurance from an insurer or insurers certifying to the coverage of all insurance
required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's
equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-
S or equivalent), together with required endorsements. All evidence of insurance shall be
signed by a properly authorized officer, agent, or qualified representative of the insurer and
shall certify the names of the insured, the type and amount of the insurance, the location and
operations to which the insurance applies, and the expiration date of such insurance.
g,—Pokicy Provisions Required
(i) Consultant shall provide the Agency at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the
Consultant shall provide at least ten (10) days prior written notice of cancellation of any such
policy due to non-payment of premium. If any of the required coverage is cancelled or expires
during the term of this Agreement, the Consultant shall deliver renewal certificate(s) to the
Agency at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy
shall each contain a provision stating that Consultant's policy is primary insurance and that any
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insurance, self-insurance or other coverage maintained by the Agency or any named insureds
shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than
the effective date of this Agreement. Consultant shall maintain such coverage continuously for
a period of at least three years after the completion of the work under this Agreement.
Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is
advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed;
or C) if the policy is replaced by another claims -made policy with a retroactive date subsequent
to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional
liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the Agency,
its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or
others providing insurance evidence in compliance with these specifications to waive their right
of recovery prior to a loss. Consultant hereby waives its own right of recovery against Agency,
and shall require similar written express waivers and insurance clauses from each of its
subconsultants.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in
excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the
Agency and shall not preclude the Agency from taking such other actions available to the
Agency under other provisions of the Agreement or law.
h. Qualifying InSurers
(i) All policies required shall be issued by acceptable insurance
companies, as determined by the Agency, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A:VII and admitted to transact in the
business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance
Code or any federal law.
Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the Agency,
is not intended to and shall not in any manner limit or qualify the liabilities and obligations
otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to,
the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, Agency has the right but not the duty to obtain the insurance it
deems necessary and any premium paid by Agency will be promptly reimbursed by Consultant
or Agency will withhold amounts sufficient to pay premium from Consultant payments. In the
alternative, Agency may cancel this Agreement.
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(iii) The Agency may require the Consultant to provide complete
copies of all insurance policies in effect for the duration of the Project.
(iv) Neither the Agency nor any of its officials, officers, employees,
agents or volunteers shall be personally responsible for any liability arising under or by virtue of
this Agreement.
j. Subconsultant Insurance Re_quiretnenls. Consultant shall not allow any
subcontractors or subconsultants to commence work on any subcontract until they have
provided evidence satisfactory to the Agency that they have secured all insurance required
under this section. Policies of commercial general liability insurance provided by such
subcontractors or subconsultants shall be endorsed to name the Agency as an additional
insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same
coverage, if available from such insurers. If requested by Consultant, Agency may approve
different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend, with
counsel of Agency's choosing and at Consultant's own cost, indemnify and hold the Agency, its
officials, officers, employees, agents and volunteers free and harmless from any and all claims,
demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments,
awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or
persons, including wrongful death, (collectively, "Claims') in any manner arising out of,
pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of
Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection
with the performance of the Consultant's services, the Project or this Agreement, including
without limitation the payment of all consequential damages, expert witness fees and attorneys'
fees and other related costs and expenses. Notwithstanding the foregoing, to the extent
Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be
limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any,
received by the Agency, its officials, officers, employees, agents or volunteers.
b. Additional Indemnity Obligations. Consultant shall defend, with counsel
of Agency's choosing and at Consultant's own cost, expense and risk, any and all Claims
covered by this section that may be brought or instituted against the Agency, its officials,
officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment,
award or decree that may be rendered against the Agency, its officials, officers, employees,
agents or volunteers as part of any such claim, suit, action or other proceeding. Consultant
shall also reimburse Agency for the cost of any settlement paid by the Agency, its officials,
officers, employees, agents or volunteers as part of any such claim, suit, action or other
proceeding. Such reimbursement shall include payment for the Agency's attorney's fees and
costs, including expert witness fees. Consultant shall reimburse the Agency, its officials,
officers, employees, agents and volunteers, for any and all legal expenses and costs incurred
by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if
any, received by the Agency, its officials, officers, employees, agents and volunteers.
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C. Notwithstanding anything to the contrary set forth in this Agreement,
Consultant's duty to defend, indemnify, and hold the Agency harmless as provided in this
Section 12 shall not include any claim based upon the alleged errors or omissions of Consultant
related to the rendering of or the failure to render professional services hereunder so long as
Consultant maintains in effect errors and omissions insurance as required by this paragraph, or
arising from the sole negligence or willful misconduct of the Agency, its officers, agents or
employees. Consultant agrees to maintain errors and omissions insurance in an amount not less
than fifteen million dollars ($15,000,000) per claim period throughout the term of this
Agreement.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code
Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and
the performance of other requirements on certain "public works" and "maintenance" projects. If
the services are being performed as part of an applicable "public works" or "maintenance"
project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or
more, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable.
Consultant shall defend, indemnify and hold the Agency, its officials, officers, employees and
agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of
any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory
upon the Consultant and all subconsultants to comply with all California Labor Code provisions,
which include but are not limited to prevailing wages, employment of apprentices, hours of labor
and debarment of contractors and subcontractors.
b. If the services are being performed as part of an applicable "public works"
or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the
Consultant and all subconsultants performing such Services must be registered with the
Department of Industrial Relations. Consultant shall maintain registration for the duration of the
Project and require the same of any subconsultants, as applicable. This Project may also be
subject to compliance monitoring and enforcement by the Department of Industrial Relations. It
shall be Consultant's sole responsibility to comply with all applicable registration and labor
compliance requirements.
14. Verification of Employment Eligibility.
.
By executing this Agreement, Consultant verifies that it fully complies with all
requirements and restrictions of state and federal law respecting the employment of
undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of
1986, as may be amended from time to time, and shall require all subconsultants and sub-
subconsultants to comply with the same.
15. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of
California. If any action is brought to interpret or enforce any term of this Agreement, the action
shall be brought in a state or federal court situated in the County of Orange, State of California.
16 Termination or Abandonment
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a. Agency has the right to terminate or abandon any portion or all of the
work under this Agreement by giving ten (10) calendar days written notice to Consultant. In
such event, Agency shall be immediately given title and possession to all original field notes,
drawings and specifications, written reports and other documents produced or developed for
that portion of the work completed and/or being abandoned. Agency shall pay Consultant the
reasonable value of services rendered for any portion of the work completed prior to
termination. If said termination occurs prior to completion of any task for the Project for which a
payment request has not been received, the charge for services performed during such task
shall be the reasonable value of such services, based on an amount mutually agreed to by
Agency and Consultant of the portion of such task completed but not paid prior to said
termination. Agency shall not be liable for any costs other than the charges or portions thereof
which are specified herein. Consultant shall not be entitled to payment for unperformed
services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under
this Agreement upon thirty (30) calendar days' written notice to Agency only in the event of
substantial failure by Agency to perform in accordance with the terms of this Agreement through
no fault of Consultant.
17 DOCUrnents. Except as otherwise provided in "Termination or Abandonment,"
above, all original field notes, written reports, Drawings and Specifications and other
documents, produced or developed for the Project shall, upon payment in full for the services
described in this Agreement, be furnished to and become the property of the Agency.
18. Orci a11izatigi1.
Consultant shall assign Thomas Clark as Project Manager. The Project Manager shall
not be removed from the Project or reassigned without the prior written consent of the Agency.
above.
19. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described
20. Notice
Any notice or instrument required to be given or delivered by this Agreement may be
given or delivered by depositing the same in any United States Post Office, certified mail, return
receipt requested, postage prepaid, addressed to:
AGENCY:
CONSULTANT:
Successor Agency to the San Juan Capistrano Stradling Yocca Carlson & Rauth, P.C.
Community Redevelopment Agency 660 Newport Center Drive, Suite 1600
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: City Manager's Office
and shall be effective upon receipt thereof.
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Newport Beach, CA 92660-6422
Attention: Tom Clark
21. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone
other than the Agency and the Consultant.
22. Equal Opportunity Employment,
Consultant represents that it is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age or other interests protected by the State or Federal
Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff
or termination.
23. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of Agency and
Consultant as to those matters contained herein, and supersedes and cancels any prior or
contemporaneous oral or written understanding, promises or representations with respect to
those matters covered hereunder. Each party acknowledges that no representations,
inducements, promises or agreements have been made by any person which are not
incorporated herein, and that any other agreements shall be void. This Agreement may not be
modified or altered except in writing signed by both Parties hereto. This is an integrated
Agreement.
24. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not
render the provisions unenforceable, invalid or illegal.
25. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators and assigns of each party to this Agreement. However,
Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights,
burdens, duties or obligations without the prior written consent of Agency. Any attempted
assignment without such consent shall be invalid and void.
26. Non -Waiver
None of the provisions of this Agreement shall be considered waived by either party,
unless such waiver is specifically specified in writing.
27. Time of Essence
Time is of the essence for each and every provision of this Agreement.
28. agency's Right to Employ Other Consultants
Agency reserves its right to employ other consultants, including engineers, in connection
with this Project or other projects.
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29. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company
or person, other than a bona fide employee working solely for Consultant, to solicit or secure
this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any
company or person, other than a bona fide employee working solely for Consultant, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. For breach or violation of this warranty, Agency
shall have the right to rescind this Agreement without liability. For the term of this Agreement,
no director, official, officer or employee of Agency, during the term of his or her service with
Agency, shall have any direct interest in this Agreement, or obtain any present or anticipated
material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO
COMMUNITY REDEVELOPMENT AGENCY
AND STRADLING YOCCA CARLSON & RAUTH, P.C.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above,
SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT
AGENCY AND STRADLING YOCCA CARLSON & RAUTH, P.C.
By: By:
f enjar-6iegpT ,%y City Hager Its: [ J N(L P 1°6a4
Printed Name: VOLPM0
ATTEST:
By:v�
ge yLW '\V
Clark
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EXHIBIT A
Hourly Rates and Charges
Consultant will invoice Agency on a monthly cycle using the hourly rates set forth in the
accompanying proposal letter. Consultant will include with each invoice a detained progress
report that indicates the amount of budget spent on each task. Consultant will inform Agency
regarding any out -of -scope work being performed by Consultant. This is a time -and -materials
contract.
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Stradlin
ditto leys at l,a w
VANESSA S LEGBANOT
048.725.4073
VLEGBANDTOSYCR.COM
STRADLING YOCCA CARLSON A RAUTH, P.C.
CALIFORNIA
660 NEWPORT CENTER DRIVE, SUITE 1600
NEWPORT BEACH
NEWPORT BEACH, CA 02660-8422
SACRAMENTO
SYCR,CDM
SAN DIEGO
SAN FRANCISCO
SANTABARBARA
SANTA MONICA
COLORADO
DENVER
NEVADA
RENO
WASHINGTON
SEATTLE
December 22, 2017
By Email and U.S. Mail
Ben Siegel, City Manager
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Re: Pro i4.s tiloned Legal Nervivo • fee AgrBclPrcant
Dear Mr. Siegel:
Thank you for the opportunity to present this fee proposal and agreement to provide legal
services to the City of San Juan Capistrano ("City") and the Successor Agency to the San Juan
Capistrano Community Redevelopment Agency ("Successor Agency") in connection with various
financing and Successor Agency dissolution matters (the "Matters"). We believe that Stradling
Yocca Carlson & Rauth ("SYCR") is uniquely qualified to provide special legal services to the City
and Successor Agency relating to the Matters and (if needed and at your direction) other legal
matters relating to the City's and Successor Agency's operations and the City's and Successor
Agency's potential bond financings.
If you decide to retain us it will be necessary to memorialize our arrangement in a legal
services agreement among the City, the Successor Agency and SYCR. Our representation is subject
to the firm's Terms of Retention, which are attached to this letter.
Our fees for matters relating to bond financings and general City or Successor Agency
matters typically differ. We manage this by opening separate "matters" for purposes of billing
finance -related work and other general advisory or transactional work, Accordingly, we propose the
following rates for legal services on financing and non -financing matters:
For advisory matters relating to bond or other financings, we would propose to be
compensated at the following hourly rates: $440 for shareholders, including Tom Clark and Vanessa
Legbandt; $475 for our tax shareholder, Carol Lew; $325 for associates; and $170 for paralegals. In
the event the City or Successor Agency desires to retain us to serve as bond or disclosure counsel in
connection with a particular bond financing, our compensation would typically be based on a flat rate
to be negotiated in connection with the particular financing.
1)O C S O C/ 137013 6v2/029999-0000
Exhiblt A 1
Ben Siegel, City Manager
City of San Juan Capistrano
December 22, 2017
Page Two
For non -financing advisory or transactional matters, we would propose to be compensated at
the following hourly rates; $395 for shareholders, including Tom Clark and Vanessa Legbandt, and
$295 for associates.
Our rates are adjusted on an annual basis based on CPI for the prior year. All fees for legal
services will be billed to the tenth of an hour and are billed monthly. The monthly statement will set
forth the nature of the services provided during the preceding month for the total number of hours
attributable to providing such services. In addition to the above fees, we would be reimbursed for
our out-of-pocket expenses, including long distance and cellular telephone charges, document
delivery and messenger fees, photocopying, electronic research and travel at your direction (at the
then current IRS rate, currently 54.50 per mile for 2018).
Thank you for your consideration and for giving us this opportunity to present this
information to you. If you decide to retain our firm for these services, please acknowledge by
signing the Terms of Retention and returning a signed copy to me.
Very truly yours,
Vanessa S. Legbandt
Shareholder
STRADLING YOCCA CARLSON & RAUTH, P.C.
VSL.ja
DOCS OC/ 1870136v2/029999-0000
Exhibit A 2