16-0621_BEST BEST & KRIEGER_Legal Services Agreement First AmdFIRST AMENDMENT TO
AGREEMENT FOR LEGAL SERVICES
BETWEEN
CITY OF SAN JUAN CAPISTRANO,
SAN JUAN CAPISTRANO HOUSING AUTHORITY, AND
SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY
AND
BEST BEST & KRIEGER LLP
1. PARTIES AND DATE.
This First Amendment to Agreement is made and entered into as of the 21st day of June,
2016, by and between the CITY OF SAN JUAN CAPISTRANO ("City"), the SAN JUAN
CAPISTRANO HOUSING AUTHORITY ("Housing Authority"), the SUCCESSOR AGENCY
TO THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
("Successor Agency") (collectively, "Client") and BEST BEST & KRIEGER LLP, a limited
liability partnership engaged in the practice oflaw ("BB&K").
2. RECITALS.
2.1 Client and BB&K have previously entered in to that certain Agreement for Legal
Services, dated May 1, 2015 (the "Agreement"), to engage the services of BB&K as its legal
counsel to perform all necessary legal services for the Client on the terms set forth below.
2.2 City and BB&K wish to amend the Agreement's provisions regarding the rates for
such legal services.
3. TERMS.
3.1 Amendment to Exhibit "B,. Exhibit "B" to the Agreement is hereby amended to
read as set forth in Exhibit "B" to this Amendment.
3.2 No other Am e n<..lm enl s. Except as specifically set forth in this Amendment, the
Agreement is not amended and shall be deemed in full force and effect.
IN WITNESS WHEREOF, the Client and BB&K have executed this First Amendment
to Agreement for Legal Services as of the date first written above.
(signatures contained on following page)
61147.02100\28206763.1
FIRST AMENDMENT TO
AGREEMENT FOR LEGAL SERVICES
BETWEEN
CITY OF SAN JUAN CAPISTRANO,
SAN JUAN CAPISTRANO HOUSING AUTHORITY, AND
SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY
AND
BEST BEST & KRIEGER LLP
CITY OF SAN JUAN CAPISTRANO SUCCESSOR AGENCY TO THE
~~~-· SAN JUAN CAPISTRANO COMMUNITY
GENCY
City Manager
SAN JUAN CAPJST AN O HOUSING BEST BEST & KRIEGER LLP
AUTHORITY
2
61147.02100128206763.1
EXHIBIT "B"
TO
AGREEMENT FOR LEGAL SERVICES
BETWEEN
CITY OF SAN JUAN CAPISTRANO,
SAN JUAN CAPISTRANO HOUSING AUTHORITY, AND
SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY
AND
BEST BEST & KRIEGER LLP
Basic Le gal Services -Description and Rate. Basic Legal Services shall include all services
provided to Client that are not otherwise specifically identified below as either Special Legal
Services, Third Party Reimbursable Legal Services, or Public Finance Legal Services ("Basic
Legal Services"). The Client shall pay for Basic Legal Services at the flat rate monthly retainer
amount of Ten Thousand Dollars ($10,000) for up to a maximum of Fifty Five (55) hours of
Basic Legal Service in a given month. The Client shall pay for Basic Legal Services in excess of
such hours in a given month as the following rates:
Attorneys
Paralegals
$255.00/hour
$130.00/hour
• 1 ec ial Legal Se rv i ·cs-Desc ri pt ion. Special Legal Services shall include the following types of
services, except when performed as a Third Party Reimbursable Service, below:
A. Litigation and formal administrative or other adjudicatory hearing matters
B. Labor relations and employment matters
C. Non-routine real estate matters (e.g. CC&R's, deed or title work)
D. Land acquisition and disposal matters (including pre-condemnation)
E. Successor Agency and housing matters
F. Taxes, fees and charges matters (e.g. Prop. 218 & Mitigation Fee Act)
G. Public construction disputes
H. Non-routine contract negotiation matters (including non-BB&K model
agreements and franchise agreements)
I. Non-routine land use and development matters (including general plan
updates, Williamson Act issues, annexations and development
agreements)
J. Environmental matters (e.g . CEQA, NEPA, endangered species)
K. Water law matters (e.g. water rights & quality)
L. Tax, ERISA and municipal bond compliance related matters
M . Toxic substances matters (e.g. CERCLA, RCRA)
N. Complex public utility matters (e.g. electric, natural gas,
telecommunications, water, rail or transit that involve state or federal
regulatory issues)
Exhibit B
61147.02100128206763.1
0 . Renewable energy and energy efficiency project contracts and power
purchase agreements
P. Advocacy matters (e.g. legislative and regulatory)
Q. Other matters mutually agreed upon between BBK and the City Manager
Special Legal · rvices -Rat~-~· The Client shall pay for Special Legal Services at the following
rates:
Attorney
Paralegal
$31 0.00/hour
$145.00/hour
Public Policy and Ethics Annual Subscription: Included under Retainer
Project -~Program -Updates on the California Envir nmental Quality Act: Included under
Retainer
Third Party Reimbursable Legal Services -Descri tion. Third Party Reimbursable Legal
Services shall include legal services provided to the Client for which the Client receives
reimbursement from a developer or other third party. These reimbursable legal services typically
include review of CC&Rs; establishment of financing districts (i.e., Community Facilities
Districts; Assessment Districts; Landscape and Lighting Maintenance Districts); and land
use/environmental projects for which the Client receives reimbursement. Whenever a new
matter arises that may qualify as a Third Party Reimbursable Legal Service, BB&K and Client
shall discuss such possibility and Client shall use its best efforts to collect a deposit from the
third party in such amount as will be sufficient to cover the anticipated legal fees. Such deposit
shall be provided to the Client prior to BB&K incurring fees for Third Party Reimbursable Legal
Services.
Third Pruty Reimbursable Legal Services -Rates. The Client shall pay for Third Party
Reimbursable Legal Services at BB&K's then current published standard private client rates.
Upon execution of this Agreement, BB&K shall provide a copy of its published rate schedule to
the Client. BB&K shall also provide ammal written updates to the Client when changes are
made to the published rate schedule.
Publi Finan e & Bon I Rates . BB&K will provide bond counsel, special counsel or disclosme
counsel services at the request of the Client. Such bond counsel and special counsel services
include the preparation of all legislative approvals and legal documentation relating to the
appropriate sale and delivery of the bonds, notes or other obligations. BB&K will also prepare
such closing certificates and legal opinions necessary for the delivery of the bonds. As
disclosure counsel, we will prepare the disclosure documents for the Client and conduct the
necessary due diligence related to the transaction. Our fees \Vill be determined based upon the
type of financing and the expected involvement of the attorneys involved. We will provide the
Client with a detailed description of our services and our fees and reimbursable costs upon the
Client's request. Notwithstanding the foregoing, in those cases where the fees are reimbursable
by a third party, at BB&K's option it may proceed on an hourly basis and utilize the Third Party
Reimbursable Legal Services category provided for in this Amendment, including with respect to
services rendered for the formation of, or annexation to, a CFD (of either the City or other local
public agency), as well as the negotiation and preparation of funding agreements and joint
Exhibit B
61147.02100\28206763.1
financing agreements. Legal services related to the Client's compliance with its continuing
disclosure covenants and provide such necessary advice on the Client's compliance shall be
billed as Special Legal Services, above.
Rate .al ·go ri cs . If BB&K believes that a matter falls within the Special Legal Services, Third
Party Reimbursable Legal Services, or Public Finance Legal Services rate categories, BB&K
shall seek approval from the City Manager or his/her designee. The City Manager's or his
designee's approval of such a request from BB&K shall not be unreasonably withheld.
1'h 'r Bil ling Per on nc l. If, as, and when BB&K employs additional or different billing
personnel, this Agreement may be supplemented by v.rritten administrative memoranda,
providing for the categories and billing rates for such personnel, which memoranda may be
approved by the City Manager.
Annual Adju stments ; th e r Mut ual Adjustments. The rates or amounts provided for Basic and
Special Legal Services shall be automatically increased as follows. Effective July 1, 2017 and
every July 1 thereafter during the term of this Agreement, rates and amounts shall be increased
for the change in the cost ofliving for the twelve (12) month period published for the most recent
calendar year end, as shov.n by the U.S. Department of Labor in its All Urban Consumers Index
Los Angeles-Riverside-Orange County area; provided, however, that such adjustment shall never
be lower than zero percent (0%) nor more than four percent (4%). Third Party Reimbursable
Rates are reviewed by BB&K annually and may be increased from time to time with advanced
written notice to the Client. In addition to the automatic rate increases, either BB&K or the
Client may initiate consideration of a rate increase at any time.
The section entitled "ADDITIONAL BB&K BILLING POLICIES" m Exhibit "B" to the
Agreement remains unchanged.
Exhibit B
61147.02100\28206763.1