1991-0820_STRADLING, YOCA, CARLSON & RAUTH_Legal Services AgreementY CITY OF SAN JUAN CAPISTRANO Q
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,CITY OF SAN JUAN CAPISTRANO <
San Juan Capistrano
Community
Redevelopment
Agency
September 5, 1991
Thomas P. Clark, Jr.
Stradling, Yocca, Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660-6401
Stradling,Yocca, Carlson & Raulh
Re: LLLLegal Services Agreement (Community Redevelopment Agency)
Dear Mr. Clark:
The Board of Directors of the San Juan Capistrano Community Redevelopment
Agency at its regular meeting held on August 20, 1991, approved the agreement
for Legal Services. Enclosed for your records is a fully -executed copy of the
Agreement.
hie_ -City -has not received the insurance required in section 13 of the agreement.
lease forward the insurance certificate to this office as soon as possible.
`i nk-you for your cooperation. If we can be f further assistance, please call.
Very trulyyours,
,
Dawn M. Schanderl
Deputy City Clerk
Enclosure
cc: City Manager (with agreement)
Administrative Services (with agreement)
32400 Paseo Adelanto
San Juan Capistrano
California 92675
714 - 493-1171
LEGAL SERVICES AGREEMENT
THIS LEGAL SERVICES AGREEMENT (the "Agreement") is
made and entered into this 20th day, of August , 1991,
by and between the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT
AGENCY, a public body corporate and politic (the "Agency"), and
STRADLING, YOCCA, CARLSON & RAUTH, a California professional
corporation ("SYCR").
R E C I T A L S
A. The Agency is a public body corporate and politic,
exercising governmental functions and powers and organized and
existing pursuant to the California Community Redevelopment Law
(Health and Safety Code Section 33000 et sea.).
B. SYCR is a law firm which is qualified in the area of
redevelopment law, and municipal law and finance, and possesses
professional skills with respect to interpreting the California
Community Redevelopment Law and representing the Agency as
legal counsel.
C. The Agency has previously approved and is proceeding
with the implementation of redevelopment projects in the City
of San Juan Capistrano and may in the future, consider
amendment of the Project or adoption of new Projects (the
"Projects") and, in connection therewith, will require the
services of attorneys to advise and represent the Agency;
NOW, THEREFORE, the parties hereto agree as follows:
1. Responsibilities of Agency: The Agency hereby employs
SYCR, and SYCR hereby accepts such employment, to represent the
Agency in connection with the implementation of the Projects.
All work performed by SYCR pursuant to this Agreement shall be
commenced upon request therefor by the Agency or its staff.
2. Scope of Work: SYCR shall provide the necessary
personnel, facilities, equipment and materials (except as
otherwise provided herein), to provide legal services in
connection with the adoption of the redevelopment projects and
implementation of the redevelopment and housing projects as may
be hereafter enacted. SYCR's services in connection with the
implementation of the Plans and the Projects will include
providing advice and consultation to the Agency, staff and
consultants; meeting and conferring with property owners and
developers as requested by staff; providing advice with respect
to relocation and property acquisition matters; drafting and/or
reviewing disposition and development agreements or owner
participation agreements and representing the Agency in
connection with other matters. At the request of the Agency,
SYCR shall provide such further services as are requested by
the Agency, including without limitation, rendering bond
counsel opinions and preparing bond offerings, litigation, and
the rendering of advice and other services on eminent domain,
real property, corporate, environmental, employment and health
care matters arising in connection with the Plans and the
Projects.
3. Period of Performance: SYCR shall commence the
performance under this Agreement as Agency Counsel as of the
date first herein set forth and shall continue thereafter
unless terminated by the parties, in the manner set forth
herein.
4. Fee Schedule: SYCR shall be entitled to the following
fees for its professional services:
Senior Redevelopment and
Bond Shareholders
Dawn Honeywell and
Other Shareholders
Barbara Zeid and Other
Associates
Redevelopment Specialist
Bond Counsel
Litigators
Real Estate Attorneys
Corporate Attorneys
$175 per hour
$165 per hour
$145 per hour
$110 per hour
To Be Negotiated
To Be Negotiated
To Be Negotiated
To Be Negotiated
Such fees shall be subject to adjustment on an annual basis
to reflect cost of living increases. In addition to the fees
hereinabove set forth, SYCR shall be reimbursed for all
expenses incurred and paid by SYCR, such as long distance
telephone calls, telecommunications, delivery charges, postage,
telecopies, reproduction of documents, word processing,
secretarial overtime, travel at the request of the Agency,
court fees and other expenses which may be necessary in
connection with the work to be undertaken.
It is understood and agreed that Agency shall be
responsible for payment to SYCR. SYCR shall submit appropriate
monthly billings to Agency in the form requested by Agency.
Agency shall pay approved billings within thirty (30) days
after receipt of such billings.
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5. Principal Attorneys: Thomas P. Clark, Jr. shall be
primarily responsible for providing SYCR's services pursuant to
this Agreement, and Dawn Honeywell and Barbara L. Zeid shall
provide principal assistance. Other attorneys may be assigned
as deemed necessary by Stradling, Yocca, Carlson & Rauth to
meet the needs of the Agency.
6. Ouality of Work: SYCR further agrees that the
performance of work and services pursuant to the requirements
of this Agreement shall conform to high professional standards.
7. Right of Termination: This Agreement may be
terminated by either party upon thirty (30) days written notice
to the other party. In the event this Agreement is terminated
by any party for any reason, SYCR shall be paid by Agency for
the reasonable value of services provided up to the date of
notice of termination is given and there shall be no further
liability.
8. Release of News Information: No news release,
including photographs, public announcements or confirmation of
same, or any part of the subject matter of this Agreement or
any phase of any program hereunder shall be made without prior
written approval of the Agency.
9. Maintenance of Books and Records: SYCR shall maintain
and keep books and records on a current basis recording all
transactions in a form in accordance with generally acceptable
accounting principles. Such books and records shall be made
available to the Agency and to any authorized representatives
therefor for purposes of audit at all reasonable times and
places. All such books and records shall be retained for such
periods of times as required by law, provided, however,
notwithstanding any shorter periods of retention, all books,
records and supporting detail shall be retained for a period of
at least three (3) years after the expiration of the term of
this Agreement.
10. Confidentiality of Reports: SYCR shall keep
confidential all reports, information, and data given to,
prepared or assembled by SYCR pursuant to SYCR's performance
hereunder which Agency designates as confidential. Such
information shall not be made available to any person, firm,
corporation, or entity without the prior written consent of
Agency.
11. No Benefit to Arise to Local Employees: No member,
officer or employee of the Agency, and no other public official
who exercises any functions or responsibilities with respect to
the Plans or Projects during his tenure or for one (1) year
thereafter, shall have any interest, direct or indirect, in any
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contract or subcontract, or the proceeds thereof, for work to
be performed in connection with the Plans or Projects under
this Agreement.
12. Hold Harmless and Indemnification: SYCR hereby agrees
to, and shall, indemnify, defend and hold harmless the Agency,
the City of San Juan Capistrano (the "City"), and their
elective and appointive boards, commissions, officers, agents,
representatives and employees harmless from any liability,
loss, costs, obligations, including reasonable attorneys' fees,
for damages or claims for personal injury, including death, as
well as from claims for property damage which may arise from
SYCR's operations under this Agreement, whether such operations
be by SYCR or by any one or more persons directly or indirectly
employed by or acting as agent for SYCR.
13. Insurance: SYCR shall carry and maintain during the
course of this Agreement the following insurance coverage with
limits as specified for each type of insurance:
(a) Comprehensive general liability insurance
($5,000,000 Umbrella policy, $2,000,000 per year aggregate,
$1,000,000 per occurence);
(b) Worker's compensation insurance as required by
California statutes (No limit, $1,000,000 employers liability,
$1,000,000 aggregate, $1,000,000 disease);
(c) Professional liability (errors and omissions)
($10,000,000) Insurance coverage to protect Agency from
negligent acts, errors or omissions of a professional nature by
SYCR.
SYCR hereby covenants to maintain such insurance
continuously.
14. Assignment: SYCR shall not assign or transfer its
interest in this Agreement without the written consent of the
Agency.
15. Compliance With Applicable Laws: In performance of
this Agreement, SYCR shall abide by and conform to any and all
applicable laws of the United States, State of California, City
of San Juan Capistrano, and the policies of the Agency.
16. Opacity As An Independent Contractor: SYCR's
performance of services pursuant to this Agreement shall be in
the capacity of an independent contractor and not as an
officer, agent or employee of the Agency.
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17. Employment of Other Counsel, Specialist or Experts:
SYCR will not employ or otherwise incur an obligation to pay
other counsel, specialists or experts for services in
connection with this Agreement without prior approval of the
Agency or its Executive Director.
18. Notices: All notices herein required shall be in
writing and delivered in person or sent by certified mail,
postage prepaid, addressed as follows:
To Agency: San Juan Capistrano Community
Redevelopment Agency
32400 Paseo Adelanto
San Juan Capistrano, California 92675
To SYCR: Stradling, Yocca, Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660-6401
Attention: Thomas P. Clark, Jr.
IN WITNESS WHEREOF, the parties have hereto executed
this Agreement on the date first hereinabove written.
SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY, a public
body corp ate and politic
�1
RENCE F. BUCHfidM, CHAIRMAN
"AGENCY"
ATTEST:
S e ary
APPROVED AS TO FORM:
Agency General Counsel
STRADLING, YOCCA, CARLSON & RAUTH,
a California professional
corporation
By:
"SYCR"
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