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04-0601_STRADLING, YOCCA, CARLSON & RAUTH_Agreement AGREEMENT THIS AGREEMENT is made and entered into this day of June, 2004 by and between the City of San Juan Capistrano, hereinafter referred to as "City," and Stradling, Yocca, Carlson & Rauth, a Professional Corporation hereinafter referred to as "Consultant." WITNESSETH: WHEREAS, City requires professional consulting services for legal matters in connection with the issuance of bonds to fund the acquisition and construction of certain public water improvements described as follows: 2004 Water Revenue Bonds (the "Bonds"); and WHEREAS, City desires to retain Consultant to do the necessary legal work hereinafter outlined, upon the terms and conditions hereinafter set forth, for financing the acquisition and construction of said facilities; and WHEREAS, Consultant represents that it is ready, willing and able to perform said legal work; NOW, THEREFORE, City and Consultant, for the consideration hereinafter named, agree as follows: SECTION 1. GENERAL. The considerations of work on the project shall be governed by the conditions contained herein. In general, the tasks delineated herein are to be performed with minimum direction and assistance from City. All work performed by Consultant, however, shall be subject to review and approval of the City by its City Manager or its designee at all times. SECTION 2. SCOPE OF TASKS BY CONSULTANT. Subject to the terms and conditions of this Agreement, Consultant shall perform the tasks as set forth in Exhibit A, attached and incorporated herein by reference. During performance of the above tasks, Consultant shall have access to existing data in City files, and City shall provide copies of any such data Consultant requests at no cost to Consultant. SECTION 3. TIME OF BEGINNING AND COMPLETION OF SERVICES. The services provided under this Agreement shall begin upon execution of this Agreement by all parties. The services provided under this Agreement shall be completed on or before bonds are closed or the project is abandoned, whichever occurs first. SDDOCSOC/1041676v2/22655-0000 SECTION 4. PAYMENT FOR CONSULTANT'S SERVICES. Consultant contract billings may be submitted on the consultant's forms and, at a minimum, should contain the following: Title of project(s) Purchase order number Total approved purchase order amount Amount paid to date Amount requested Amount remaining on purchase order Breakdown of amounts by project type or account number Three copies of itemized bills, clearly indicating the monthly period for which the billing is made, shall be submitted to: The City of San Juan Capistrano, Attention: Finance Officer, 23400 Paseo Adelanto, San Juan Capistrano, California 92675. Payment shall be made pursuant to Exhibit A attached hereto. SECTION 5. COVENANT AGAINST CONTINGENT FEES. Consultant warrants that Stradling, Yocca, Carlson & Rauth has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, that Stradling, Yocca, Carlson & Rauth has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to annul this Agreement without liability, or, at its sole discretion, to deduct from the Agreement price or consideration, or otherwise recover the full amount of such fee,commission,percentage,brokerage fee, gift or contingent fee. SECTION 6. EXPENSES. Consultant acknowledges City is under no obligation to compensate Consultant for services rendered or expenses accrued under this Agreement in excess of the maximum compensation specified in Section 4. SECTION 7. OWNERSHIP OF DOCUMENTS. All tracings, plans, specifications, maps or other documents prepared or obtained under the terms of this Agreement shall be delivered to, and become the property of City, and basic survey notes and sketches, charts, computations and other data prepared or obtained under this Agreement shall be made available upon request to City without restriction or limitation on their use. SECTION 8. CONFLICT OF INTEREST, The designs, plans, reports, investigation, materials and documents prepared or acquired by Consultant pursuant to this Agreement (including any duplicate copies kept by Consultant) shall not be shown to any other public or private person or entity, except as authorized by City. Consultant shall not disclose to any other public or private person or entity any information regarding the activities of City, except as authorized by City. 2 DOCSOC/1041676v2/22658-0000 0 0 SECTION 9. CONFLICT OF INTEREST. For the duration of this Agreement, Consultant shall not act as consultant or perform services of any kind for any person or entity in regard to this project without the prior written consent of City. SECTION 10. CHANGES IN SCOPE OF CONSULTANT'S SERVICES. No additional fee shall be paid by City for additional consultant services not included in this Agreement without the written approval of the City prior to undertaking such work. In the event of suspension of project by City, Consultant shall have the right to renegotiate fees if delay is greater than six (6)months. SECTION 11. TERMINATION. City may, without cause, terminate this Agreement at any time prior to completion by Consultant of any of the services required hereunder. Notice of termination of this Agreement shall be given in writing to Consultant, and shall be sufficient to complete when same is deposited in the U.S. mail, first class postage prepaid. In the event this Agreement is terminated by City, Consultant shall be paid the value of services performed by it pursuant to this Agreement prior to the date of termination thereof, such value to be the total to which it shall have become entitled, as determined by the City, less the amount of any payments previously made, but in no event exceeding the maximum contract amount stated in Section 4. SECTION 12.DISPUTES. Unless otherwise specified herein, any dispute over a question of fact arising under this Agreement which cannot be resolved by agreement between the parties may be, by mutual consent of the parties, submitted to a "Board of Arbitration" consisting of three (3) arbitrators having expertise relating to this contract subject matter, one of whom shall be selected by each of the parties, and the third by the two members selected by the parties. Each of the parties shall pay the member selected by it, and the compensation of the third member shall be paid equally by the parties. The parties shall be bound by the decision of the Board of Arbitration. SECTION 13. NO ASSIGNMENTS. Neither any part nor all of this Agreement may be assigned or subcontracted, except as otherwise specifically provided herein, or to which City, in its sole discretion, consents to in advance thereof in writing. Any assignment or subcontracting in violation of this provision shall be void. SECTION 14. ENDORSEMENT ON PLANS,ETC. Consultant shall endorse all plans, data and other documentation submitted to City pursuant to this Agreement. 3 DOCSOC/1041676v2i22658-0000 0 • SECTION 15. MAINTENANCE OF RECORDS. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records and other evidence pertaining to costs incurred and shall make such materials available at their respective offices at all reasonable times during the contract period and for three (3) years from the date of final payment under this Agreement for inspection by City, and copies thereof shall be furnished if requested. SECTION 16. INDEPENDENT CONTRACTOR. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of the City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. All persons employed to provide services under this Agreement shall be employees or contractors of Consultant and shall not be deemed employees of City for any reason or purpose. Consultant shall be responsible for providing worker's compensation insurance coverage for all persons employed to perform services under this Agreement. SECTION 17. INDEMNITY. Consultant maintains as of the date hereof, and shall continue to maintain throughout the term of this Agreement, a policy of professional liability insurance which insures Consultant against claims which it is legally obligated to pay, in a maximum policy amount of no less than$25,000,000. No indemnity is provided by Consultant to City, but rather Consultant agrees to maintain the foregoing insurance throughout the term of Consultant's engagement with respect to the project described herein. SECTION 18. INSURANCE REQUIREMENTS. 1) Comprehensive General Liability. Consultant shall maintain in full force and effect comprehensive general liability coverage, including premises operations, products/completed operations,broad form property damage and blanket contractual liability in the following minimum amounts: $500,000 property damage; $500,000 injury to one personlany one occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. 4 DOCSOC/1041676v2/22658-0000 0 0 2) Comprehensive Automobile Liability. Consultant shall maintain in full force and effect comprehensive automobile liability coverage, including owned, hired and non-owned vehicles in the following minimum amounts: $500,000 property damage; $500,000 injury to one person/anyone occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. 3) Errors and Omissions Coverage. Consultant shall maintain in full force and effect professional errors and omissions coverage in a minimum amount of$500,000. 4) Worker's Compensation. If Consultant employs employees to perform services under this Agreement, Consultant shall obtain and maintain, during the life of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. These policies shall not terminate, nor shall they be cancelled nor the coverage reduced until after 30 days' written notice is given to the City. Prior to beginning work, Consultant shall provide to City certificates of insurance establishing that the required insurance coverages have been secured by Consultant. Consultant shall provide an endorsement to City establishing that City has been legally added as an additional insured to the insurance policies required under this Agreement. SECTION 19. TIME FOR SUBMITTING PROOF OF INSURANCE. Consultant shall submit proof of insurance requirements under this Agreement to the City Clerk's office prior to beginning any work under this Agreement. Consultant shall not receive any compensation until all insurance provisions have been satisfied. SECTION 20. LICENSES.PERMITS. ETC. Consultant represents and warrants to City that it has all licenses, permits, qualifications and approvals of whatever nature that are legally required to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit or approval which is legally required for Consultant to practice its profession. SECTION 21. CONSULTANT NOT AN AGENT. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement, to bind City to any obligation. 5 DOCSOC/1041676v2/22658-0000 0 0 SECTION 22. PERSONNEL. Consultant agrees to assign the following person/persons to perform the tasks set forth in the Agreement: Denise E. Hering and Carol L. Lew. Consultant shall not unilaterally alter the assignment of the above personnel without the authorization of the City. City shall have the unrestricted right to order the removal of any person/persons assigned by Consultant by giving oral or written notice to Consultant to such effect. SECTION 23. NON-DISCLOSURE REQUIREMENTS/CONFLICTS OF INTEREST. Pursuant to Council policy, it has been determined that the services to be rendered under the provisions of this Agreement are excluded by the requirement of filing a Financial Disclosure Statement by California Administrative Code Section 18700(2)(A) and (B). Consultant certifies that to the best of its knowledge, no City or City employee or office of any public agency interest in this Agreement has any pecuniary interest in the business of Consultant and that no person associated with Consultant has any interest that would conflict in any manner or degree with the performance of this Agreement. Consultant represents that, other than representation by Consultant from time to time of underwriting firms which may purchase the Bonds, it presently has no interest and shall not acquire any interest, direct or indirect, which could conflict in any manner or degree with the faithful performance of this Agreement. Consultant is familiar with the provisions of Government Code Section 87100 and following, and it certifies that it does not know of any fact which constitute a violation of said provisions. Consultant will advise the City if a conflict arise. 6 DOC S OC/1041676v2/2265 8-0000 0 0 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first hereinabove written. CITY O SaJU1I TRANO By: STRADLING, YOCCA, CARLSO & RAUTH, A PRO NAL CORPORATI , CONSULTANT By. ATTEST: APPROVED AS TO FORM: City Attorney 7 DOCSOC/1041676v2/22658-0000 EXHIBIT A SCOPE OF WORK 1. SERVICES The City retains Consultant to provide, and Consultant agrees to provide, legal services in connection with the City's issuance of bonds (hereinafter referred to as the "Bonds") to finance certain water and sewer projects. Such services will be divided into two phases: (a) development of a financing plan; and(b)implementation of the financing plan. In the first phase -- the planning stage -- we would expect: (i) to research applicable laws including federal and state tax laws, securities laws and other laws that may be applicable to the financing structure currently proposed; (ii) to attend conferences and consult with the City/City staff(including the City Finance Director and counsel) regarding such laws, to participate with any financial advisors,underwriters, developers, lenders and other experts retained by the City in structuring the financing; and (iii) to consult with other firms active in the bond practice when necessary to ensure that any novel approaches being considered would be generally accepted in the bond community. In the second phase -- the implementation stage -- we would expect: (i) to supervise and prepare documentation of all steps to be taken through the issuance of the Bonds including: a. drafting all resolutions of the City and all other basic documents relating to the security of the Bonds, in consultation with the City,its counsel and financial advisors, underwriters and other experts; b. preparing the record of proceedings for the authorization, sale and issuance of the Bonds; C. preparing documents relating to the financing, including the indenture and related resolutions; d. preparing the official statement or placement memorandum for the Bonds; e. reviewing the Bond purchase contracts or the bidding documents and participating in the related negotiations; f. attending information meetings and other conferences scheduled by the City, the financial advisors or the underwriters; A-1 DOCSOC/1041676v2/2265 8-0000 g. consulting with counsel to the City concerning any legislation or litigation during the course of the financing; h. consulting with the trustee and counsel to the trustee; i. preparing the form of the Bonds, and supervising their production or printing, signing, authentication and delivery; and j. rendering any necessary collateral legal opinions as to the inapplicability of the registration requirements of federal securities laws and other matters related to the issuance of the Bonds and City authority with respect to the financing generally. (ii) to render a final legal opinion pertaining to the issuance of the Bonds to the effect that: a. the Bonds have been properly authorized and issued and are valid and binding obligations; b. the essential sources of security for the Bonds have been legally provided; and C. all interest on the Bonds is excludable from gross income for federal income tax purposes and exempt from California personal income taxation, as applicable. 2. INDIVIDUAL RESPONSIBLE FOR PROVIDING SERVICES The City agrees to accept and Consultant agrees to provide the aforementioned services through Denise E. Hering and Carol L. Lew. Should the above attorneys be unable to provide such services due to death, disability, or similar event, Consultant reserves the right to substitute, with City's consent, another of its attorneys to provide such services, and such substitution shall not alter or affect in any way Consultant's other obligations under this agreement. A-2 DOCS OC/1041676v2/22658-0000 3. BOND FEE Basic Bond Counsel Fee: The fee for the services described in this Agreement shall be based upon the total principal amount of Bonds authorized and sold and will be computed in accordance with the following schedule: Principal Amount of Bonds Fee $1,000,000 or less $15,000 $1,000,001 to$5,000,000 $25,000 plus 1/4 of I% of the excess over$1,000,000 $5,000,001 to $15,000,000 $38,000 $15,000,001 or more $45,000 Additionally, for the service of preparing the Official Statement for the Bonds, the City agrees to pay Bond Counsel for each issue of Bonds a fee of$25,000. Except as provided in Section 4 below, Consultant fees are to be billed upon the issuance of the Bonds and will be payable from Bond proceeds. Out-of-Pocket Expenses: In addition to the Basic Fee, Bond Counsel shall be reimbursed for out-of-pocket expenses incurred pursuant to this Agreement and hourly fees incurred pursuant to Section 4 of the Agreement. Payment of the Basic Bond Counsel Fee and Out-of-Pocket Expenses is entirely contingent upon the successful sale of the Bonds, and payment thereof is to be made from the proceeds of the Bonds. 4. FOLLOW-UP SERVICES Bond counsel agrees to provide without additional cost normal follow-up consultation and related services following the sale of the Bonds. Should the City require Consultant to provide extraordinary services after the sale of the Bonds, such services shall be provided at an additional fee to be agreed upon at a later date. A-3 DOCS OC/1041676v 2/2265 8-0000 1*40 ,F, i-/19/2005 Time: 7:51 AM To: Cindy Russell N 19494931053 From: /ArmstrongRobitaille Page: 002-003 _ Client#:2691P *YOC99 ODRD," CERTIFICATE OF LIABILITY INSURANCE 01/18/05°'Y"' PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Armstrong/Robitaille Bus&lnsSv ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 680 Lan sdorf Drive#100 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 9 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PO Box 34009 Fullerton,CA 92834-9409 INSURERS AFFORDING COVERAGE INSURED - - INSURERA. Vigilant Insurance/Chubb STRADLING YOCCA CARLSON& RAUTH APC NSUREI'e. P. O. Box 7680 "-- -- -- - - _ - NSURER C. Newport Beach, CA 92660 -- "— INSURERD. " INSURER E COVERAGES THB POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFFECTIVE POLICY EXPIRATION LIR TYPE OF NlSURANCt POLICY NUMBER °ATE MXVDOIYY DATE MMAO/YY LIMITS A GENERAL LIABILIT Y 35327003PHA ;05/01/04 05/01/05 EACH OCCURRENCE $1 OQQ,00Q X COMMbKCIALGENFRAL LIABILITY FI RE DAMAGE IAny one lrel $10001000 CLAIMS MAUF L--1 OCCUR 'MED E%P(Any one person) $10j000 - — PERSONALBADV INJURY $1,000,000 GENERAL AGGREGATE $2 000,000 DEN'L AGGREGATE LIMITAPPL IES PER PRODUCTS -COMP/OP AGG $ PRO. POLICY LOC A AUTOMORILELIABILIIY 74988851 05/01/04 05/01/05 1 COMBINED SINGLE LIMIT $1'000'000 { ANY AUTO IEa a¢Itlent) ALI OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) �— X HIRED AUTOS � BODILY INJURY X NON-OWNED AUTOS TPN,acode - PROPERTY DAMAGE TPN accltlenp $ GARAGE LIABILITY - AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHERTHAN EA ACC $ -_ ' AUTO ONLY: qGG $ EXCESS LIABILITY EACH OCCURRENCE $ -, OCCUR - CLAIMS MADE AGGREGATE IL_ _ DFDUCTIBIE $ kM RETE_NT ON $ I$ WORKERS COMPENSATION AND WO STATU- OTH- PLOYtRS'LIABILITY VLIMI ER E .EACH ACCIDENT E.L.DISEASE-EA EMPLOYEE $ F.L.DISEASE -POLICY L_IMT DIHtH DESCRIP UON OF OPEItATIONSILOCATIONSIVEHK:LESIEXCWSN]NS ADDED BY ENOORSEMENTISPECIAL PROVISIONS RE: Services Rendered. Certificate Holder, City of San Juan Capistrano is named as Additional Insured as respects General Liability; Endorsement to follow from Carrier. CERTIFICATE HOLDER ADDNIONALBSURED;BSURERLETTER: CANCELLATION Tan Day Notice for Non-Paymant of PrenI SHOULD ANYOF THE ABOVE D ESCRBED POLICIES HE CANCELLED BEFORE THE EXPIRATION City of San Juan Capistrano DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAR 30—DAYS WRIREN Attn: Cindy Russell NOTICE TOTHE CERTIFICATE HOLDER NAMED TOME LEFT,BUTFAILURE TO DO SOSHALL 32400 Paseo Adelanto IMPOSE NO OHLIGATION OR LIABILITY OF ANY MNO UPON THE INSURER.ITS AGENTS OR San Juan Capistrano,CA 92675 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACO RD 25•S (7/97)1 of 2 #S263146/M260247 PLM 0 ACORD CORPORATION 1986 w its: 1/19/2005 Time: 7:51 AM To: Cindy Russell 9 19494931053 From: /ArmstrongRobitaille Page: 003-003 IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing msurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD25-S(7i97)2 of 2 #S263146/M260247 its: 1/19/2005 Time: 7c51 AM To: Cindy Russell @ 19494931053 From: /ArmstrongRobitaille Page: 001-003 ARMSTRONG/ROBITALE BUSINESS AND INSURANCE SERVICES Date: January 19, 2005 From: Peggy Mothes To Cindv Russell Fax 714-626-7602 Company: City of San Juan Capistrano Phone 714-578-7386 Fax 19494931053 Subject: Certificate of Insurance Pages 3 Note: rt ,,-h�j it Terri ficat� of Insnrano� as regnesrecl. Original w " Tollo>o i:: *he F'-cease call for ary gucofion- cr c�ncorns. Havo n grcur P.O. Box 34009—680 Langsdorf Drive, Suite 100, Fullerton, CA 92831 714/578-7000 Main#,714/578-7001 Main Fax# Website: www.amistrongrobitaille.eom --CA License #0619252 q,%M& ARTIFICATE OF INSURAME Number 491 This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend or alter the coverage afforded by the policy described below. INSURED: Stradling Yocca Carlson&Rauth 660 Newport Center Drive,Suite 1600 Newport Beach, California 92660-6441 INSURER: Attorneys Insurance Mutual Risk Retention Group,Inc. COVERAGE: This is to certify that the policy of insurance listed below has been issued to the Insured named above for the period indicated. Notwithstanding any requirement,term or condition of any contract or other document with respect to which this certificate may be issued or may pertain,the insurance afforded by the policy described herein is subject to all terms, exclusions and conditions of such policy. The limit shown may have been reduced by paid claims. TYPE INSURANCE: Professional Liability POLICY NUMBER: IP-0000-1812004 POLICY PERIOD: July I, 2004 to July 1, 2005 (12:01 a.m.) LIMIT: $1,000,000 in the aggregate including defense costs excess of a self-insured retention. CANCELLATION: Should the above described policy be canceled before the expiration date thereof,the issuing company will mail within 30 days written notice to the certificate holder named below. CERTIFICATE City of San Juan Capistrano HOLDER: 32400 Paseo Adelanto San Juan Capistrano,CA 92675 ISSUED BY: Attorneys Insurance Mutual Risk Retention Group, Inc. DATE ISSUED: January 14, 2005 G AUTHORIZED R ENTATIVE Champlain Captive Management, Inc. ,tN. .5/2,0/2004 Time: 4:01 PM To: M 19494931053 From: /ArmstrongRobitaille Page: 001-003 r• TALE BUSINEss AND INSURANCE SERVICES 1V Date: June 28, 2004 From: Cindy S. McKinley lJ To City Clerk of City of Fax 714-626-7647 Company: City Clerk of City of San Juan Phone 714-578-7346 Fax 19494931053 Subject: Pages 3 Note: Attached cert is valid as an original. No hard copy follows. 71 v7 .Y i..cl', C 0 P.O. Box 34009—680 Langsdorf Drive, Suite 100, Fullerton, CA 92831 714/578-7000 Main#, 714/578-7001 Main Fax# Website: www.armstrongrobitaille.com —CA License #0619252 *, Client#: 26923 STPAYOC99 AGORM CERTIFIC OF LIABILITY INSU&NCE 05/04105 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Armstrong/Robitaille Bus&InsSv ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 680 Langsdorf Drive#100 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PO Box 34009 Fullerton, CA 92834.9409 INSURERS AFFORDING COVERAGE INSURED INSURER A: Vigilant Insurance Co/Chubb STRADLING YOCCA CARLSON &RAUTH APC - - _ -- INSURER B: Federal Insurance Co/Chubb P. O. Box 7680 -"- ------- - _ NSURER C: Newport Beach, CA 92660 - - - ---- INSURER D. INSURER E' COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR`- POU CYEFFECTIVE POLICY EXPIRATION .. - LTR TYPE OFINSURANCE POUCYNUMBER DATE MM/DD/Y DATE MM/DD/YY LIMITS A GENERAL LIABILITY 35327003PHA 05/01/05 05/01/06 EACH OCCURRENCE $1 000000 X+OMMERCIAL GENERAL LIABILITY FIRE DAMAGE(Any.one fire) _ $1100 1000 '1CLAIMS MADEf X- OCCUR MED EXP(Any one person) E10,000 - �._ PERSONAL&ADV:NJURY_ $1000�OQQ - _ r �, GENE RAL AGGREGATE - $2,000 0000 IGE_N'L AGGREGATE LIM ITAPPLIES PER: �UCTS -COMP/OPAGG $ POLICY PEa LOC - - A AUTOMOBILE LIABILITY 74988651 05101/05 05101106 COMBINED SINGLE LIMB ANY AUTO _I�_ L -_ ... (Eeaooitlenp $1,000,000 ALL OWNED AUTOS D p �) ��i BODILY INJURY SCHEDULED AUTOS -� SII (Per person) $ XHIREDAUTOS BOOILV INJURY MAY 0 ?U05 NON-OWNED AUTOS (Peraccidein) $ X PROPERTY DAMAGE $ (Per accident) j pw GARAGE LIABILITY - AUTO ONLY_EA ACCIDENT '$ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGO $ A EXCESSLIABILITY 79726620 05/01/05 05/01/06 EACH OCCURRENCE �s10,000,000 X1 OCCUR �L CLAIMS MADE AGGREGATE $100000,_000 _ DEDUCTIBLE _ I$ RETENTION $ $ WCSTATU- IOTH- EMPLOVWORKERS COMPENSATION AND TOAV LIMITS, E[�`__ EMPLOYERS'LIABILITY -- E.L.EACH ACCIDENT I,$ E.L.DISEASE_-EA_E_MPLOYEEl$ E.L.DISEASE-POLICY LIMIT 1$ OTHER DESCRIPTION OF OPERATIONS/LOCATIONSIVEHICLESIEXOLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Certificate Holder is named as Additional Insured as respects General Liability as required by Written Contract. Endorsement to follow from Carrier. RE: Services Rendered. CERTIFICATE HOLDER ADDITIONAL INSURED;INSURER LETTER: _ CANCELLATION Ton Day Notice for Non-Payment of SHOULD ANYOFTHE ABOVE DESCRIBED POLICIESBE CANCELLED BEFORE THE EXPIRATION City of San Juan Capistrano DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TOMAIL30-- DAYS WRITTEN Attn: Cindy Russell NOTICETOTHE CERTIFICATE HOLDER NAMED TOTHE LEFT,BUTFAILURE TODOSOSHALL 32400 Paseo Adelanto IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURERJTS AGENTS OR San Juan Capistrano, CA 92675 REPRESENTATIVES. AUTHORIZED REPRESENTjPVE ACORD 25-S MST)1 of 2 #M277627 PLM 0 ACORD CORPORATION 190 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD25-S(7/97)2 of 2 #M277627 • STRAYOC-01 WOOD AG-ORA. CERTIFICA F LIABILITY INSURA E DATE /YYYY) 6//25/025/04 PRODUCER (949)221-1788 THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION D.L.D. Insurance Brokers, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Lic#OD25325 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 26 Corporate Park#200 Irvine,CA 92606 INSURERS AFFORDING COVERAGE NAIC# INSURED Stradling Yocca Carlson &Rauth INSURER A:Zenith Insurance Company 660 Newport Center Drive,Suite 1600 INSURER B: Newport Beach,CA 92660-6422 INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR %DDL POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATIONTYPE OF INSURANCE DATE INIM/DQYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ � COMMERCIAL GENERAL LIABILITY PREMISES Ea occurence $ CLAIMS MADE 0 OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGO $ POLICY PRa LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per parson) HIRED AUTOS BODILY INJURY $ NON-0W NEO AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE UABILMY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ r ESSMMBRELLA UABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION ANDWC STATU- OTR H. T CRY LIMITS A EMPLOYERS'LUIBILRY 065237301 11/3/03 11/3/041,000,00 ANY PROPRIETOR/PARTNEREXECUTIVE E.L.EACH ACCIDENT E OFFICER/MEMBER EXCLUDED? E .DISEASE EA EMPLOYEE $ 1,000,00 I(yes,describe under 1,000, SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ 000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of San Juan Capistrano DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN San Paseo Capistrano, NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL San Juan Capistrano,CA 92675- IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25(2001/08) �7 0 ACORD CORPORATION 1988 - STRAYOC-01 WOOD IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s),authorized representative or producer,and the certificate holder, nor does it affirmatively or negatively amend,extend or alter the coverage afforded by the policies listed thereon. ACORD 25(2001108) 0 CERTIFICATE OF INSURANCE Number 461 This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend or alter the coverage afforded by the policy described below. INSURED: Stradling Yocca Carlson&Rauth 660 Newport Center Drive, Suite 1600 Newport Beach,California 92660-6441 INSURER: Attorneys Insurance Mutual Risk Retention Group,Inc. COVERAGE: This is to certify that the policy of insurance listed below has been issued to the Insured named above for the period indicated.Notwithstanding any requirement,term or condition of any contract or other document with respect to which this certificate may be issued or may pertain,the insurance afforded by the policy described herein is subject to all terms,exclusions and conditions of such policy. The limit shown may have been reduced by paid claims. TYPE INSURANCE: Professional Liability i POLICY NUMBER: IP-0000-18/2004 POLICY PERIOD: July 1,2004 to July 1, 2005 (12:01 a.m.) LIMIT: $1,000,000 in the aggregate including defense costs excess of a self-insured retention. CANCELLATION: Should the above described policy be canceled before the expiration date thereof,the issuing company will mail within 30 days written notice to the certificate holder named below. Failure to mail such notice shall impose no obligation or liability of any kind upon the company,its agents or representatives. CERTIFICATE City of San Juan Capistrano HOLDER: 32400 Paseo Adelanto San Juan Capistrano,CA 92675 ISSUED BY: Attorneys Insurance Mutual Risk Retention Group,Inc. DATE ISSUED: June 25,2004 UTHORIZED REPRESENTATIVE Yankee Captive Management,Inc. i'. 32400 PASEO ADELANTO v i% F� � � {a MEMBERS OF THE CITY COUNCIL SAN JUAN CAPISTRANO,CA 92675 j �LL�, I�Q�1 SAM ALLEVATO (949)493-1171 ./.Y (949)493-1053 FA% 1% mcaxvaxerm DIANE L.BgT7iGATE anxusxlc 1961 WYATT HART www sanjuan capistrano.org 1776 JOE SOTO • • DAVID M.SWERDLIN June 17, 2004 Stradling, Yocca, Carlson & Rauth 660 Newport Center Drive Suite 1600 Newport Beach, CA 92660 Dear Sir or Madam: An Agreement related to providing professional consulting services for legal matters in connection with issuance of bonds to fund the acquisition and construction of certain public water improvements — 2004 Water Revenue Bonds -- was approved by the City Council at their meeting of June 15, 2004. It is in the process of being executed and will be issued upon receipt of required documentation related to contract terms under Section 18. Insurance Requirements. Insurance evidence may be faxed to (949) 493-1053 — ATTENTION CITY CLERK -- followed by original signed documents. I have enclosed a copy of the agreement terms for your reference in supplying this documentation. If you have questions specific to the contact, please contact the project manager, Cynthia L. Russell, Administrative Services Director (949) 443-6301. Please call Maria Guevara, Administrative Secretary, (949) 443-6310 if you have questions regarding the forms of insurance needed. Thank you, leg' na n, CMC City erk cc: n la L. Russell, Administrative Services Director San Juan Capistrano: Preserving the Past to Enhance the Future SECTION 15. MAINTENANCE OF RECORDS. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records and other evidence pertaining to costs incurred and shall make such materials available at their respective offices at all reasonable times during the contract period and for three (3) years from the date of final payment under this Agreement for inspection by City, and copies thereof shall be furnished if requested. SECTION 16. INDEPENDENT CONTRACTOR. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of the City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. All persons employed to provide services under this Agreement shall be employees or contractors of Consultant and shall not he deemed employees of City for any reason or purpose. Consultant shall be responsible for providing worker's compensation insurance coverage for all persons employed to perform services under this Agreement. SECTION 17. INDEMNITY. Consultant maintains as of the date hereof, and shall continue to maintain throughout the term of this Agreement, a policy of professional liability insurance which insures Consultant against claims which it is legally obligated to pay, in a maximum policy amount of no less than $25,000,000. No indemnity is provided by Consultant to City, but rather Consultant agrees to maintain the foregoing insurance throughout the term of Consultant's engagement with respect to the project described herein. SECTION 18. INSURANCE REOUIREMENTS. 1) Comprehensive General Liability. Consultant shall maintain in full force and effect comprehensive general liability coverage, including premises operations, products/completed operations,broad form property damage and blanket contractual liability in the following minimum amounts: $500,000 property damage; $500,000 injury to one person/any one occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. 4 DOCS OC/104167 6v2/22 65 8-0000 2) Comprehensive Automobile Liability. Consultant shall maintain in full force and effect comprehensive automobile liability coverage, including owned, hired and non-owned vehicles in the following minimum amounts: $500,000 property damage; $500,000 injury to one person/anyone occurrence/not limited to contractual period; $1,000,000 injury to more than one personlany one occurrence/not limited to contractual period. 3) Errors and Omissions Coverage. Consultant shall maintain in full force and effect professional errors and omissions coverage in a minimum amount of$500,000. 4) Worker's Compensation. If Consultant employs employees to perform services under this Agreement, Consultant shall obtain and maintain, during the life of this Agreement,Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. These policies shall not terminate, nor shall they be cancelled nor the coverage reduced until after 30 days' written notice is given to the City. Prior to beginning work, Consultant shall provide to City certificates of insurance establishing that the required insurance coverages have been secured by Consultant. Consultant shall provide an endorsement to City establishing that City has been legally added as an additional insured to the insurance policies required under this Agreement. SECTION 19. TIME FOR SUBMITTING PROOF OF INSURANCE. Consultant shall submit proof of insurance requirements under this Agreement to the City Clerk's office prior to beginning any work under this Agreement. Consultant shall not receive any compensation until all insurance provisions have been satisfied. SECTION 20. LICENSES.PERMITS.ETC. Consultant represents and warrants to City that it has all licenses, permits, qualifications and approvals of whatever nature that are legally required to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit or approval which is legally required for Consultant to practice its profession. SECTION 21. CONSULTANT NOT AN AGENT. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement, to bind City to any obligation. 5 DOCS001041676v2/22659-0000 CITY OF SAN JUAN CAPISTRANO INTER-DEPARTMENTAL MEMORANDUM TO: John Shaw, City Attorney FROM: Cindy Russell DEPT: City Attorney DEPT: Admin Services SUBJECT: Document Review DATE: 6111(04 PHONE EXT: 6301 NOTE: IF THIS IS A"RUSH" REM. PLEASE COMPLETE IN RED INK ATTACHED ARE THE FOLLOWING (please describe document, i.e. agreement, contract, consultant agreement,etc.): Agreements for Bond Counsel (1) For your approval and signature 1x1 (2) For your review and comment 11 (3) For your information 11 (4)As requested 11 (5) 11 PLEASE: (A) Keep for your files 11 (A)When completed, return to: 11 Ext. (C) Datefrime needed: CRY ATTORNEY'S COMMENTS JUN 112004