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15-0616_RUTAN & TUCKER, LLP_Agenda Report_F196/16/2015 F19 City of San Juan Capistrano Age da Report TO: Honorable Ma FROM: Karen P. BrusttU!nit-.A'Manager Prepared by: Russell, Chief Financial Officer/City TreasurerCJZ- DATE: June 16, 2015 SUBJECT: Consideration of an Amendment to Agreement for Provision of City Attorney Services for the Transition of Legal Matters (Rutan & Tucker, LLP) RECOMMENDATION: By motion, approve an Amendment to the Agreement for Provision of City Attorney Services with Rutan & Tucker for the transition of legal matters and waiving the thirty (30) day termination provided in the existing agreement with Rutan & Tucker, LLP. EXECUTIVE SUMMARY: As authorized by City Council on April 21, 2015, the Amendment to the Agreement for Provision of City Attorney provides for Rutan & Tucker, LLP legal services on an interim basis to assist with the transition of legal matters as determined by the City Manager while at the same time waiving the thirty (30) day notice of termination provision in the existing agreement. DISCUSSION/ANAL YS!S: Not applicable. FISCAL IMPACT: It is anticipated that there is sufficient funding in Fiscal Year 2014-15 Amended Budget to cover these transition costs. ENVIRONMENTAL IMPACT: Not applicable. City Council Agenda Report June 16, 2015 Page 2 of2 PRIOR CITY COUNCIL REVIEW: • On July 17, 2012, City Council approved the Agreement for the Provision of City Attorney Services with Rutan and Tucker, LLP, • On April 21, 2015, the City Council approved the Agreement for Legal Services with Best, Best & Krieger, LLP; terminated Rutan & Tucker, LLP as City Attorney and authorized the City Manager to negotiate an agreement with Rutan & Tucker, LLP, COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: Not applicable. NOTIFICATION: Rutan & Tucker, LLP ATTACHMENTS: Attachment 1 -Minutes of April21, 2015, City Council meeting Attachment 2 -Amendment Attachment 3-Agreement for the Provision of City Attorney Services (Rutan & Tucker) 17. ROlLCALl: AYES: NOES: ABSENT: COUNCIL MEMBER: Ferguson, Perry, Patterson and Mayor Reeve COUNCIL MEMBER: Allevato COUNCIL MEMBER: None LEGAL SERVICES AGREEMENT WITH BEST, BEST & KRIEGER, LLP, APPROVED; AND RUTAN & TUCKER, LLP TERMINATED AS CITY ATTORNEY; AND CITY MANAGER AUTHORIZED TO NEGOTIATE A TRANSITIONAL AGREEMENT WITH RUTAN & TUCKER, LLP (600.30) PUBLIC HEARINGS: None. SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY (Refer to Successor Agency Minutes) ORDINANCES: 1. ORDINANCE 1022 ADOPTED AMENDING TITLE 4, CHAPTER 9, PERTAINING TO THE CONDUCT OF COMMERCIAL FILMING IN THE CITY OF SAN JUAN CAPISTRANO TITLED "COMMERCIAL FILMING ACTIVITIES" (585.95) Maria Morris, City Clerk provided an agenda report and read the title of the ordinance. • Public Comments: Eva Crabbs, City resident; and Jeff Vasquez, City resident. Council Action: Moved by Council Member Perry, seconded by Council Member Allevato, and carried unanimously to approve the second reading and adoption of Ordinance 1022 entitled "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, AMENDING TITLE 4, CHAPTER 9, PERTAINING TO THE CONDUCT OF COMMERCIAL FILMING IN THE CITY OF SAN JUAN CAPISTRANO TITLED "COMMERCIAL FILMING ACTIVITIES;" and bring back at the next meeting the Still Photography Annual Permit Fee Resolution. COUNCILMANIC ITEMS: 1. MAYOR AUTHORIZED TO EXECUTE HIS REVISED LETTER EXPRESSING OPPOSITION FOR THE SAN DIEGO GAS AND ELECTRIC COMPANY'S SOUTH ORANGE COUNTY RELIABILITY ENHANCEMENT PROJECT; AND STAFF DIRECTED TO FORWARD THE LETTER SEPARATELY TO THE ORANGE COUNTY BOARD OF SUPERVISORS; MISSION HOSPITAL; CAPISTRANO UNIFIED SCHOOL DISTRICT, INCLUDING LOCAL SCHOOLS; ADJACENT CITIES; AND LOCAL BUSINESSES WHO HAVE VOICE SUPPORT FOR THE RELIABILITY ENHANCEMENT PROJECT (430.30) • Public Correspondence: Dawn Fusco, City resident; and Mayor Reeve. 6 4/21/2015 ATTACHMENT 1 -Page 1 of 1 n n n AMENDMENT TO AGREEMENT FOR PROVISION OF CITY ATTORNEY SERVICES THIS AMENDMENT is made and entered into as of the 1st day of May, 2015, by and between the City of San Juan Capistrano, a California mllilicipal corporation (the "CITY") and Rutan & Tucker LLP, a California limited liability partnership ("ATTORNEY"). A. CITY has appointed a new City Attorney and asked ATTORNEY to assist with the transition of legal matters, while at the same time waiving the 30-day notice of termination provision in the existing agreement. B. CITY and ATTORNEY desire to identify the areas of ATTORNEY's responsibilities for provision oflegal services and the compensation to ATTORNEY. Based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, CITY and ATTORNEY hereby agree as follows: l. Article 1 is deleted in its entirety effective May 1, 2015. 2. Section 2.1 is amended as follows: 2.1 ATTORNEY shall provide legal services on an interim basis on those matters as determined by the City Manager. 3. Section 3.2 is deleted in its entirety. 4. Section 4.1 is amended as follows: 4.1 CITY shall compensate ATTORNEY FOR Services as provided herein. CITY shall compensate ATTORNEY for Services at the composite rate of $355.00 per hour and paralegal services at a rate of $75.00 per hour to $200.00 per hour, plus reimbursable costs. 5. Section 4.2 is deleted in its entirety. 6. Section 5.1 is amended as follows: 5.1 ATTORNEY is an independent contractor and not an employee of CITY and neither CITY nor any of its employees shall have any control over the conduct of ATTORNEY or any of ATTORNEY's employees, except as herein set forth, and ATTORNEY expressly warrants not to, at any time or in any manner, represent that ATTORNEY, or any of ATTORNEY's agents, servants, or employees, are in any manner agents, servants, or employees of CITY, it being distinctly understood that said ATTACHMENT 2-Page 1 of 2 ATTORNEY is and shall at all times remain as to CITY a wholly independent contractor and that ATTORNEY's obligations to CITY are solely such as are prescribed by this Agreement. 7. Section 6.1 is amended as follows: 6.1 Either party may terminate this Agreement upon providing the other written notice prior to termination. ATTORNEY may terminate this Agreement on the giving of written notice to the other of such termination. ATTORNEY will comply with all obligations required of it pursuant to the State Bar Act in connection with such termination and the transition to replacement counsel, and ATTORNEY shall be compensated for its costs and services rendered through the completion of any such transition. 8. Section 7.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that in so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed with all the formalities required by law on the date first written above. Attest: Maria Morris, CMC, City Clerk Approved as to form: Jeff Ballinger, City Attorney "CITY" CITY OF SAN JUAN CAPISTRANO By: ____________________ _ Derek Reeve, Mayor ATTORNEY" RUTAN & TUCKER, LLP By:------------ Hans Van Ligten, Partner ATTACHMENT 2-Page 2 of 2 solicited prc>po:sals and coJ:IdtiC!(!d irt!ervie:ws with""'''""" nod ch<oseco Attorney to provide Based upon the Recitals and and which is hereby aclm!!W]ledge<:l, follows: 235 /090999"(10? 4 Jl4082U: ¥07/l Ul2 Attorne)IS as necessary to perfonn At:ton1ey to act in the "n11"ritv SUbjeCt to as as any serve as City Attorney for the work City ATTACHMENT 3 -Page 1 of 8 an a.s-:reqnested and pnJv!Mvu 3.2 235!090999-fJU74 5t4\\h-'21 .2 s.ll7/t I /12 be pedorrned persormel eo~:ag<:u in peJ:m:itted under applicable state and local law comply with all applicable shaH provide fu!.l extent nec.essary to enable requixed ATTORNEY shall be nonlegal state laws, at for ATTORNEY's use shall he wired for access to res:eru•·ch as may be n~:~~s~~~;~~~j~y~ nm.vidlc at its expense such legal books time to the no:rmal hud!le!:Jry process. -2-ATTACHMENT 3-Page 2 of 8 4 4.1 CITY for Retair1er Services at a. rate of month, conapensate ATTORNEY Non- t<eeum:~er Se.·vi<:cs at the composite rate $22:9.00 per hour at a rate of hour to $200.00 hour, plus reim.hursablc costs. rate tor Retainer SP''"''''"'c shall apply of number hours of actually provided. The montbly rate for Retainer and the hourly rate Non-Rctniner sha!l apply to all ofthe attotney perlfom:ling 4.2 For the purposes at on ai!emoons of regular oil:ice hours at Hall once per for to atte•nda.nce at all rcgtJiar :;ec•twn 2.1 CITY rates shall occur on an annual an '-"''''"'·"u"' Price the u -monm ' 135iO'J9909-0074 Jt40S2:U nO!/! 1t11 -_)-ATTACHMENT 3-Page 3 of 8 totalm<mtlhly c.h}l;rf>P c.osts and costs due to ATTORNEY 5.1 5.2 This ATTORNEY's 6.1 the it is by the this was, and ATTORNEY's erm1lovees. pay an ren1ztln as arc solely commence on the date first written and termirml:ed by either party pmsuaut the terms of 7.1 the same in a 1.1 )!1J'JY999AXl74 314DB2l1 ufl7/l J/l2 teruunalle upon thirty Ag;re<:m(ml. on the compensated for cos1s -4-ATTACHMENT 3-Page 4 of 8 Iu or recruit111.ent advettisin:g; and selection including apprtmtice:ship. 7.4 exce1.1t by vvTitten parties hereto warrant that they are duly am11onz<o<l par!1<:s and that in so "'·"'~'"u.rg of 2J5/09999\,qH)74 3140SZL2 t~D7!11/l2 -5- re<:ne:,ct to those matters cover:eo Agreement on of the Ag:ret:rn,~nt on behalf of to ATTACHMENT 3 -Page 5 of 8 TO 1:l5/'JV9999-0074 J 1 e:os:tl 2. Mnn L'l;; -6-ATTACHMENT 3-Page 6 of 8 Attorney shall provide bond counsel, disclosure counsel and counsel services in connection with issuance of bonds or other securities by if and requested by City, The compensation for those services shall be as follows: t BOND COUNSEL FEE SCHEDULE a, b. C, d. e. Jfk1/fYJ999~H'JU$0 }72!1\3-4-l afl7fl1d2 $35,000, plus 0.25 psrcent of the principal amountbe!ween $5,000,000 and $10,000,000, plus 0.10 percent of principal amount in excess of $10,000,000, $35,000, plus 0.25 p3rcen! of the principal amount between $5,000,000 $10,000,000, 0.10 percent of principal amount in excess of $10,000,000. Assessment district formation (including proceedings) are paid separately at a composite hourly rate of per hour. $35,000, plus 0.25 percent of the principal amount between $5,000,000 and $10,000,000, plus 0.10 percent of the principal amount in excess of $10,000,000. Community facHi!ies district formation (including election proceedings) are separately a! a composite hourly ol $230 per hour at design if Client is reimbursed a third party.) $35,000, plus 0.25 percent of the principal amount between $5,000,000 and $10,000,000, 0.10 percent of the principal amount in excess of $10,000,000. $40,000, plus 0.25 percent of principal amount $5,000,000 0,000,000, 0,10 percent of the principal amount in excess of $10,000,000. ATTACHMENT 3-Page 7 of 8 2. DISCLOSURE COUNSEL SERVICES SCHEDULE b c. d. e. $20,000, plus percent of the principal amount belween $5,000,000 and $10.000,000, plus 0.08 percent of the principal amount in excess of $10,000,000. $20,000, plus 0.15 percent of the principal amount in excess of $5,000,000. perc:entof the principal amount between $5,000,000 and $10,000,000, n""'""' of the principal amount in excess of $10,000,000. $20,000, plus 0.15 of the principal amount between $5,000,000 and $10,000,000, plus 0.08 percent the principal amount in excess of $10,000,000 .. $30,000, plus 0. i5 of !he principal belween $5,000,000 and $10,000,000, plus 0.08 of the principal amount in excess of $10,000,000 3. ISSUER COUNSEL SERVICES If Attorney's role is to provide advisor/ services in connection with a public ""'n""'iransaction, Attorney shall a composite hourly of $300 per hour. 4. JOINT POWERS AUTHORITY In the City or is a member of a joint powers authority which has the power to issue bonds or other securities, Al!omey shall provide bond counsel and issuer counsel services to Joint powers authority in connection with the issuance of bonds or other securities, if when requested by the joint authority. If a joint authority is fNn>Arl it s!la!l be included in the definition of for purposes of this Agreement The compensation for in connection with to the joint powers authority shall be as specified herein. -2-ATTACHMENT 3-Page 8 of8