1998-0407_STRADLING, YOCCA, CARLSON, & RAUTH_AgreementCommunity R— vetopment Agency Copy
AGREEMENT
THIS AGREEMENT is made and entered into this 7th day of Aria 1998 by
and between the San Juan Capistrano Community Redevelopment Agency, hereinafter referred to as
"Agency," and Stradling, Yocca, Carlson & Rauth, a Professional Corporation hereinafter referred to as
"Consultant."
"WITNESSETH:
WHEREAS, Agency requires professional consulting services for the project described as
follows: Tax Allocation Refunding Bonds (the "Bonds"); and
WHEREAS, Consultant represents that it is duly qualified to provide said service,
NOW, THEREOKE, Agency 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.
n general, the tasks delineated herein are to be performed with minimum direction and assistance
from Agency.
All work performed by Consultant, however, shall be subject to review and approval of the
Agency by its Executive Director 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 Agency
files, and Agency 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.
558797.1122999.0000
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 ofproject(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: San Juan Capistrano Community Redevelopment Agency, Attention:
Finance Officer, 23400 Paseo Adelanto, San Juan Capistrano, California 92675.
Payment shall be made pursuant to Exhibit A attached hereto.
SECTION S. 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, Agency 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 Agency 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 Agency, and basic survey
notes and sketches, charts, computations and other data prepared or obtained under this Agreement
shall be made available upon request to Agency 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 Agency. Consultant shall
568797.1=999.0000 2
not disclose to any other public or private person or entity any information regarding the activities of
Agency, except as authorized by Agency.
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
Agency.
SECTION 10. CHANGES IN SCOPE OF CONSULTANT'S SERVICES.
No additional fee shall be paid by Agency for additional consultant services not included in this
Agreement without the written approval of the Agency prior to undertaking such work. In the event of
suspension of project by Agency, Consultant shall have the right to renegotiate fees if delay is greater
than six (6) months.
SECTION 11. TERMINATION.
Agency 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 Agency, 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 Agency, less the amount of
any payments previously made, but in no event exceeding the maximum contract amount stated in
Section 4.
SECTION 1.2. 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 1.3. NO ASSIGNMENTS.
Neither any part nor all of this Agreement may be assigned or subcontracted, except as
otherwise specifically provided herein, or to which Agency, in its sole discretion, consents to in
advance thereof in writing. Any assignment or subcontracting in violation of this provision shall be
void.
568797. 1\22999,0000
SECTION 14. ENDORSEMENT ON PLANS ETC.
Consultant shall endorse all plans, data and other documentation submitted to Agency pursuant
to this Agreement.
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 Agency, 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 Agency. Agency shall have the right to control Consultant only
insofar as the results of Consultant's services rendered pursuant to this Agreement; however, Agency
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 Agency 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 indemnifies Consultant against
claims which it is legally obligated to pay, in a maximum policy amount of no less than $25,000,000.
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 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.
568797.1122999.0000 4
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 Agency.
Prior to beginning work, Consultant shall provide to Agency certificates of insurance
establishing that the required insurance coverages have been secured by Consultant. Consultant shall
provide an endorsement to Agency establishing that Agency 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 Agency
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 Agency 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 Agency that Consultant shall, at its sole cost and expense, keep in effect at
all times during the tern 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 Agency may specify in writing, Consultant shall have no authority, express or
implied, to act on behalf of the Agency in any capacity as an agent. Consultant shall have no authority,
express or implied, pursuant to this Agreement, to bind, Agency to any obligation.
568'797.1\22.999.0000 5
SECTION 22. PERSONNEL.
Consultant agrees to assign the following person/persons to perform the tasks set forth in the
Agreement:
Consultant shall not unilaterally alter the assignment of the above personnel without the
authorization of the Agency.
Agency 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 Agency 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 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 Agency if a conflict arise.
558797.1122999.0000 6
IN WI'T'NESS WHEREOF, the parties have executed this Agreement the day and year first
hereinabove written.
SAN JUAN
Geofge`&carbo
CONINR NITY
CY
, Executive Director
STRADLING, YOCCA, CARLSON & RAUTH, A
PROFESSIONAL CORPORA TON, CONSULTANT
�Z
ATTEST:
Secretar
APPROVED AS TO FORM:
10 haw, Esq,
A cy Counsel
558797, E22399.0000 7
EXHIBIT A
SCOPE OF WORK
SERVICES
The Agency retains Consultant to provide, and Consultant agrees to provide, legal
services in connection with the Agency's issuance of bonds (hereinafter referred to as the "Bonds") to
finance certain low and moderate income housing 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 Agency/City staff (including the
Agency Executive Director) and counsel regarding such laws, to participate
with any financial advisors, underwriters, developers, lenders and other experts
retained by the Agency 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, rules and regulations of the Agency and all
other basic documents relating to the security of the Bonds, in
consultation with the Agency, 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. assisting in the preparation or review of any description in the official
statement or placement memorandum of California and federal law
pertinent to the validity of the Bonds and tax treatment of interest paid
thereon, the terms of the Bonds and our opinion;
568797.1122999.0000
e. reviewing the Bond purchase contracts or the bidding documents and
participating in the related negotiations;
£ attending information meetings and other conferences scheduled by the
Agency, the financial advisors or the underwriters;
g. consulting with counsel to the Agency concerning; any legislation or
litigation during; the course of the financing;
h. consulting with the trustee and counsel to the trustee;
preparing the form of the Bonds, and supervising their production or
printing, signing, authentication and delivery; and
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 Agency
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.
2. INDIVIDUAL RESPONSIBLE FOR PROVIDING SERVICES
The Agency 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 unilaterally another of its attorneys to
provide such services, and such substitution shall not atter or affect in any way Consultant's other
obligations under this agreement.
a. BOND FEE
The Agency agrees to pay Consultant a total fee of $30,000 plus costs, provided that
payment of such fees is entirely contingent upon the successful sale of the Bonds, and payment thereof
is to be made from the proceeds of the Bonds.
569797, J \22999. 0000
b. Agency Counsel Fees
The Agency agrees to pay Stradling, Yocca, Carlson & .Rauth fees at the hourly rate(s)
heretofore approved by the Agency for all Agency Counsel work, other than for the delivery of an
Agency Counsel opinion with respect to the Bonds, which may be required in connection with the
structure and implementation of the redevelopment projects be facilitated through the issuance of the
Bonds.
Out -of Pocket Expenses
The Agency also agrees to reimburse Consultant for the actual cost of out-of-pocket
expenses reasonably incurred, excluding any indirect cost such as Consultant's overhead, in connection
with the provision of the aforementioned services, including
(i) telephone, telex, and telegram charges,
(ii) messenger and delivery charges,
(iii) traveling expenses, for travel at the Agency's request,
(iv) document production charges, and
(v) similar out-of-pocket expenses.
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 Agency 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.
568797.1122999.0000
( [_'X_Vi.4
/p`Yk a i DATE
527/03 1
PRODUCER
THIS CERTIFICATE IS ISSUED. A5 A MATTER OF INFORMATION
Armstrong/Robitaiile Bus&lnsSV ONLY AND CONFERS NO RIGHTS UPON: THE CERTIFICATE
680 Langsdorf Drive #100 HOLDER. THIS CERTIFICATE DOES NOT AMEND,.EX'END OR
PO Box 34003
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Fullerton, CA 92534-9409 INSURERS AFFORDING COVERAGE NAIC #
INSURED INSURER A: Vigilant Insurance
STRADLING YOCCA CARLSON & RAUTH APC INSURER B: Federal Insurance
P. O. Box 7680
INSURER C-
Newport Beach, CA 92660 INSURER n:
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 PAO CLAIMS.
S
LTR
DD
NSR
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE MM D
POLICY EXPIRATION
DATE MM DD
LIMITS
A
GENERAL LIABILITY
35327003
05/01/03
05/01/04
EACH OCCURRENCE $1,000,000
�( COMMERCIAL GENERAL LIABILITY
DAMAGE TO RENTED
PBEMUU fEA oomtrencel $1,000,000 1,000 000
MED EXP (Any one person) $109000
CLAIMS MADE aX OCCUR
PERSONAL & ADV INJURY $1,000,000
GENERAL AGGREGATE s2,000,000
OEN'L AGGREGATE LIMIT APPLIES PER:
PRODUCTS - COMP/OP AGG s2,000,000
POLICY PRCTO- LOC
)E .
A
AUTOMOBILE
LIABILITY
ANY AUTO
74988851
05/01/03
05/01/04
COMBINED SINGLE LIMIT
(Ea accident) $1 r000 ,000
BODILY INJURY $
(Per person)
ALL OWNED AUTOS
SCHEDULED AUTOS
X
X
HIRED AUTOS
NON -OWNED AUTOS
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT $
OTHER THAN EA ACC $
ANY AUTO
AUTO ONLY; AGG $
A
EXCESS/UMBRELLA LIABILITY
79726620
05/01/03
05/01/04
EACH OCCURRENCE $5,000,000
X OCCUR FICLAIMS MADE
AGGREGATE $5,000,000
$
g --._.—
DEDUCTIBLE
$
X RETENTION $ 0
WORKERS COMPENSATION AND
WC STATU- OTH-
EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
E.L. EACH ACCIDENT $
E.L. DISEASE - EA EMPLOYE $
OFFICERIMEMBER EXCLUDED?
if yes, describe under
SPECIAL PROVISIONS beiaw
E.L. O[SEASE - POLICY LIMIT $
OTHER
DESCRIPTION OF OPERATIONS / LOCATIONS ! VEHICLES ! EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
** Supplemental Name **
Name Printed on DEC Page: STRADLINO YOCCA CARLSON & RAUTH APC
Insured Multiple Names: Stradling, Yocca Carlson & Rauth - Profit Sharing Plan
Insured Multiple Names: Stradling, Yocca, Carlson & Rauth - Cash Balance Pension
(See Attached Descriptions)
City of San Juan Capistrano
Redevelopment Agency
Attn: Cindy Pendleton
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
ACOR025 (2001/08)1 of 3 #M205290
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL �30 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR.
CSM Q ACORD CORPORATION 1988
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-S (2001108) 2 of 3 #M205290
Plan
Certificate holder is included as an additional insured, but only as
respects legal services under contract with the named insured.
20 day notice of cancellation applies for non-payment of premium.
AMS 26.3 (2001/08) 3 of 3 #M205290
ACORD. CERTIFICA, EOF LIABILITY ItiISUKANCE 0DATE
5/04104DnYYY,
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 #1 Q0 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
g ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PO Box 34009
Fullerton, CA 92834-9409 INSURERS AFFORDING COVERAGE NAIC #
INSURED 1NSURERA: Chubb
STADLING YOCCA CARLSON & RAUTH APC INSURERB:
P. O. Box 7680
INSURER C:
Newport Beach, CA 92660
INSURER p:
INSURER E
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.
INSRDO'
LTR
NSR
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE MMIDDIYY
POLICY EXPIRATION
DATE MMIDDIYY
LIMITS
A
GENERAL LIABILITY
„—
35327003
05/01/04
05/01/05
EACH OCCURRENCE
$1,000,000
X COMMERCIAL GENERAL LIABILITY
CLAIMS MADE D OCCUR
DAMAGE ( RENTEDEa cccurrence
PREMISESS
$1,000,000
MED EXP (Any one person)
S10,000
PERSONAL & ADV INJURY
S1,000)000
GENERAL AGGREGATE
s2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
PRODUCTS - CCMPIOP AGG
S
POLICY PROSECT- LOC
A
AUTOMOBILE LIABILITY
ANY AUTO
74988851
055/01/04
05/01/05
COMBINED SINGLE LIMIT
(Ea accldent)
$1,000,000
BODILY INJURY
(Per person.)
$
ALL OWNED AUTOS
SCHEDULED AUTOS
BODILY INJURY
(Perac6dent)
$
X HIREDAUTOS
X NON -OWNED AUTOS
PROPERTY DAMAGE
(Per accident)
$
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
S
OTHER THAN EA ACC
$
ANY AUTO
$
AUTOONLY; AGG
A
EXCESSrUMBRELLA LIABILITY
79726620
05/01/04
05/01/05
EACH OCCURRENCE
$5,000,000
X OCCUR FICLAIMS MADE
AGGREGATE
$5,000,000
S
DEDUCT{BLE
. $
X RETENTION $ 0
WORKERS COMPENSATION AND
we sTATu- oTH.
T RY LIM TS ER
E.L. EACH ACCIDENT
S
EMPLOYERS' LIAR€LITY
ANY PROPRIETORIPARTNEWEXECUTIVE
EL. DISEASE -EA EMPLOYEd
S
OFFICFRWEMBER EXCLUDED?
If yes, describe under
SPECIAL PROVISIONS below
E.L. DISEASE - POLICY LIMIT
I $
A
OTHER Business
35327003
05/01104
05101105
$7,946,330 Blanket
Pers Property
$9,000 Deductible
Special Form
DESCRIPTION OP OPERATIONS f LOCATIONS 1 VEHICLES f EXCLUSIONS ADDED BY ENDORSEMENT t SPECIAL PROVISIONS
Certificate holder is included as an additional insured, but only as
respects legal services under contract with the named insured.
20 day notice of cancellation applies for non-payment of premium.
City of San Juan Capistrano
Redevelopment Agency
Attn: Cindy Pendleton
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL. 10 PAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
ACORD 25 (2001108) 1 of 2 #S238442/M238344 CSM a AL;UKLJ C;VKFUKA I IUN 1saa
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 WAIVE, 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).
FRP-1+3MMUMI
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.
ACRRD 25-5 (2001108) 2 of 2 #S2384421M238344
Who I's Insured
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nu,,,,u in i4"I4:u ti ou E3 cSll Sl:3i;ltf {r: ilfl[1t4r S, hu ulfl ' X44h ,5s e, t lr`
c Ck:,tiiEit,j? L�1 h;hi tC'��
patIFIersIvp 0"Joint f X'C--4&�13ml vr:mrur 1.Y`i ?r .t,a :I(i iE1�riN �! iti;l3a.P11t r7 � °T� �'cit7i' �*£Lr i3tr4. ;3:51':s
Venter lif T' ":ki € uS NYU �l..t Srtiti[., z71 tnCil :'• tila iG-'iii [ i. L.P t Eif4 itr4r i ,ir �3\d::f
C)Oier �.✓T i�'��3 i •„ ai'i: la L'faTd F3iC r9s1 �'GE's1C3SItti4:,f'1l11lluP folk f3 ,f �fri1'ir�t`["4 1 :, Ji}l71! `r`�rlll.n ??I` hjI dPCrI.Li=lbiW.v.i}3"ffi7 ?,,TI3'� Alli
a'J.i'», ii[3 iusurtd,. `t'val:.oxci3ifive 6111 oi".i."aml di:Cmar, a.c.lr35u"rkdt# . but on[4 w}iit7 nc: p,�t[ IL€ [, il,
dS.aCitS-u�W4AT'i.?ffkuTSOi'Your :s1pc.111[dLTn=zii-.:3iso-8.12simC.I€but ouiI-vEL°I(1 7?."j:�6ii•.C..vi'
their tiilt?ilky a S14E� 1a:7tcC�.r.
Empfc,yees Your 4m lgeee , i3awr iii" y atsf smsured", h l a:,ntv rlsav
s6qofff, dicir, erYllilf)5'm,,' ,w ht' i° y f Or Wild,, PcTfFsrr5tlil2 dwit.a rd: C::dlo the Z=.&:i. i;},T, V3;i.ur
P1lIk1.r3� R:�.
No. eyptplay.t::i;s at-, iasurtf] i'ov,
1. htr4&4' injury ur pre:T,sAmal €ts,'�frw..
5.,. 4t?. sgnl V(�Ca.FlYk11'€ili'T; ckr .Iiu�I1�I'3 J--', 4f you .Si;' I3: (b.%f[E'i .7'. tt'Ek,.,li:iiSll, a i,T.tC:L:: or
l;i E i1sT.4' i.i rTf17r1� „•`< r $ 1 t Ci"3 C1'ki(AICiS l S'1;S1tG'. ill lhe 654m fir 13 'i C7a. tic$ v i1 t1C Lf»2 f`>
or tia l ikt porfT,)muklg sJulin :wYJ-a i d ik; [lit wur fad iJc�s;
1
. tc,.ht„"Poui�:,.child,.1'!<aL'-i7.a. fi?1�2t."ti:iI',.J_ICi'i�Ps.Iit�€i.-,:."?»TIEISI(55'L'�i. ia:xa:.:`1§�;.lil.'.:(.b.:i;ll
Fk 5!rsph A 1. ellaovcc Gtr
J. L -Or wtiich thwe k -xi tkl"1t'f '"r3fT473"- to Sha; Jl J -mit C s w44 01" rt` q �,fCT3e(u't1�
l -'UM l)a' ifllkT.ii!C; '. ?5:L'., iIS`v=Cil' lit i tj:!] ! z c �:rIkzl S4t;A,L CT X.a: a1bi ve-..
ParagrJpbs .1.,,1- , d Al -1) not apps tra:�tf�c�r� Ec y tart i� r�:
ly. pr T€ -rt'v damage lei prqetvv Owped or ac ups :ci t.y qtr lcnifd I.iJt mpfoyev,
any cctir;�(4 `r tune quer, or nt"J,. E J 'i;ra g rr,� T3 Ya x 6 ,•i,"� •u ,i� if .ir T.� rsiJrtp::
ih�t 3 e"1:olurG-VT 4,ab4 hu
Farm 8Lxs? ?C+if7' ice . ,x• 17 %• r, r3t:P u, j ;-f �'
Who Is Insured
VoNiit&er Your lid ,-kciti1s,.[_ �� I k tor f E a E1iEiii"Treik-'.
Ril4tw .
yow, rral C.-":rau�
Y PCFM"l org.:Intigirm fi'.�Vjru','.prqL;CTSU.J".')I !,OUT 1:vc
jnsw'ViN� I."" 'lw L-;Lof t';a 'prop'-'rly ":IwO
Legal Y;x;r loft rewasnow ikin Qwnr"L if you Cut &�'11 •�5M h-wc Jfl of yotw'
but. ilwiriff m'-iF.vy Mill Your lepl:
')i' IItf'g)gl iTK0rvd whilc dj tong suck equynont Mwo I PAT Qhwn WK! YMT-
pornhAQW,
otbaf pP1.'.'W(j
imawk ho
owy van 9mof Mquawc May kbd is flif",
Nr� pcn"q'l C. -j- is "n iwq'jrid w'nh rQSrwC( to"
h0QY an; .ii M a W*MP1()YeCAA'ffi. i1rTvin t".. ; fie:
properq damage 1P far! Voy ownm IT. sued 4s. t1w
ijf fiEjy J)CTSC-Fj v'ho is an if)S)Urt�d 110da Mm jiii wwl.,.
vedovtodur 1'�' an in.ourv41, bui only wWi hodify in.jilry or property dmnago, :jri�jng ,,it
of the dwaimiyon or salt of Your 11ro1}1wti to the rqot,,Jar copse huninnss al d nul):
Na vmd
, or !s aft insured
hodily injury f!,.r pra1writy damr igtl for whic'h -the vM80 k pn dMMYS ViN,
01 Ibis o'xcluszou mil
li'1NlhIy [kir kkvna"2"',Cs h"ji of. [litowlma�.i C•C
aoy 0.'xPr.'
Q'PhYfly h? Of CA[ RS! L%tjt if] 3OOr 1WOdU&U Mad, QQjUnAy by mc vndov�
Ago 0 of Z5
Who is hisured
ri i144
iX1'?'it�R:;-Jl: �_ Stirea:fE4.t5 xl y{1 e..IEY>.7�.' fir5,l'.i�aii�.l i.w.i111T9 n.u..li:fa
jl it 4E, t,iia7l.:3Tss``C:
lal n,all4.l f.1t.I n. Of
puI+'a,!-N:y
[ t t,- -,va]. of' v,smr prnahM�"[. ;
•
pair '.prod autt w15'l jil;r di5rj7 bui Ccq,; cj �y-1 oll fw,; k.3C,!j`s bt,
3r i±3:i�t`'ikC, tm l } I 2tty 6SI�3i � C .1�7� or ,RAIS-MuCi_, b&'.'a of
r 311i.XtL. 4lii;li P-:75Sx.�g;&.?,C'!�. edi�It:ti:;Ti"J�;"![:•� i4;5+ t:7f-:.:-tY r.1.G ;s `4 °t"Iw"d,il" it:"1.157�:.«:t
�r 7 � ';i r ➢: rrY,zll1�' uF3 t 5
1ip11takc ip t4c ust[:11 1�ciurst f NQwss, in nfle"ct"tc
'€�ifltw;rfloliil;�;tzr 11 R=-r+t9iFe1r�cP
• 1MY, of your pr•r6a'trucC4 t r3 l {ti;i€ g1 4ersaki$ ,� nFt .a1 ." i with',et tfs' product-im",impt,>ud
haz aTii. wbj4 a.l h -,W * .?evn d. ,x4"li1d? C# frvmL-'Id ry fi f<i`,C€1�. s�➢L
�5 €#.j�b'[:i:ka pt5t ;,,Iz'x[wi OIL- M1.tlld: a' :[ \4'361: 3hc v;;u&�1' "pfft as of mfji rd.€ r[ Er7?`
Pah
€ 1 5 IU5!U[id)c i €la,S 1.101 App , lo ri"t": perSolk u. 3q,, #nizatton, i:, ittsured, fro3wn 4"i o—m vc.o
a:➢gll8 (A your pr iductk i1f 'al , iagndieml l of ewif.aiLt?, Fvt'Ifl`,f1fl _
c Clop iw g your pI'EYtI{t cts.
LL�'�'55so +...f'PrL�i't?tses if '.,esor o f leusud preirtic^,14':zlnirC,�r'4t�i'i� rlliCtael�i`cl'tll7.�'���:�'s[tit;li�l�i'€--IVar.?I;IZ�z�?!31,31t,"d?�..
t,wriership, IILi7:,mte;7rincir or u4_ of ,li zt. p,rLr( of ( k>.j`ann-n°,vi V!'-hs'!1 41i�.
Z:-bligattidt to plovio b67. tl:�aw L.rage u B..Ef)tcjc,., by i.1S ts1.71.aL'=..ra . ,
NIr-'sor is al;i 414 lr,,t,C{-wll i Ct•.:SFj"t,E 1t 1.'
ariv ocvurreflct which F, ",j jt r.p a6,-wsr t v be a �c:mzt�� 111 €l'rcirrunise x,€r lit C,1€i of
(hw �]{.5€`si3'S 'Tt'f"Q�y�l., w Nt;.hty' l' e:,'1131Evti Etl'.ti[�.
sLTIlCtL4C-A{St4G..tm3:'id5,.lai".-S�`c.+..li3t[`1E41.'1P1,-iTf��r?tl�-.#,lx;471t,�1-=iii:[`IBiI.��".5C"!"�'�.y.17?t"t�L➢��tl
i7jr tlic, ill
lrfs€idy injury, prc€p€:'rtj damage, adNel [sing injs�t'� Xtra€AI i0.lrraW}' iirctg c,,,;( of. tl:ts
Les: 5on� Of Leased M, Ies ,Dr a�'�ca¢rF,d r1 rrt tns��d rc you ,wi €raklit` d Nz mt I y ��ltttiy:rO ,t 1t1 hadify ihj . 19rV or
Equipment t (SY(ljWrty d a1#lw)v-,Iml.€lr GuE t OF$l.t waci' (mr, t); last* b , (m of lit, ci.iljipTTwp7
F n 4 IC 41r➢.;r➢Ji'1f'.;[C:t.111a�j4,, s.5r?ti'� f:;il aC .pro l:t�{.'� Uch �.l,�f.i C I rw :IS i.. �➢.__4,€i: c i by 1dis
NO I...,\Yl"'i' ."i'' v,m €nmir d f�'i AFF resp4" t ui:
'irfl'4° 61A:cTEI'reTlc! vvibich IAx.n €acc,'a t" C:. any CF.IE,;Ip'I;i::11i 1::::131: LxprI€''1 Or EiYt,..tlid of O'!C' pIrti:_r
[!�-Od, Y;&1ia(}I€mr a Silt'€-1lf:si,, -€"[t
IJC1ddy Mj-U1 y r,Yi'i111t. �„Yd.:iEifr'r ArQQ ii3titil„y Otct c ti€C. "rere, tll'.�3�1 C33 7s-.tl.0 tessot,.
S!rb,s?cliarh�s Orr Newly If 1N -re 1111tt ,rr avwtablo, the [obwatig will q lff�, rte be ,, €�LE�3dxj
ATIV (111.M l lly COLI Cc ted S-Ubrik 14tof duly; �-f
atly MMAXIM! YOU ncwJY Wwhal or Sh I Wag IS IwIly Awdowwr dwi a
ForMad Vcnnm, ctr ljiTIwwt WAY conqnmy, and . ti .Y "Indl YOU rnmlwvlt
Otgandabons (:,%",e;-��,,,rL- 11COWANC On We wipmakinn or WiTion jw,�
(CoAhwi,} Ond it OM"d "0 HO I the CIVIOVIS 191 PeAd dam, wh1h me aquailih , q
AmInvu wok Plav
SAAMY Or 1;'_.i Ii- ;,)SCJL4Ed or III.S.ill'ji(I wvhi o,
h0thly illjtfn Of propeQ dimAge vowmd a AMMM W,�
ad ver024og i -a I OT hvr�mpun
o)
jolihqliori Co who i-,�
efj nt' A COMMA Of MY CWT -01 OY POLponnewl0p, 35w wenwre or Qf led
Awed IS% obnowy MW
urid..
to vwxw L.miji'Of lusum." at vM P"IMPS lilt: ihsajieij
log illy
in pay by Manzi of [Jiakiliky, by t -ow
inim-y, Atid Piwsonal kijar�i
WHY injuryor property dafllogv to "�l,hkh f",fiiJn Ur�ha-- by
Th m appids w -
bodily injor), or proyerty thim-age vvIvc,11 t4c pol icy
Drmga ArWly hjury Mdudt damages AWMN by aq pnmn m agwakmn cue
of ;�I wy 'r-iolt ih�-- huJil.y iRjury;
khodbal
jp�O,jzs I J I k:. I.'13 dirtt ;, (".)f w V, Will ea."!h 14,110 ,4)
!m,ik.f.3bodily
�aq.-Sed ° v -;4�1 acci ent '01 mvdival Exp etiwi Wrauad and1cporn] to Us XvIthm jjjre, ft, I.jj 04"
,,weajtnt. Irlum 1:,Ac, PAC duwg do Pwy, pctiV4 hoddy injimy mcn�sr
pinnin; wast rMW:ns;..f.ijr A -'h -,J, °yllu m'foldtd ttoffily injury Iabjlltv cr,:vcrlg!
must
Limits Of Insutance Thc, ki flit r000,6 - wil I par
I�dsgac
iosurtd�:
cl,oimter %I61S hroq,�14- dw
ACOM-. CERTIFIC " ®F LIAE
PRODUCER
Armstrong/Robitaille Bus&lnsSv
680 Langsdorf Drive #100
PO Box 34009
Fullerton, CA 92834-9409
INSURED
STRADLING YOCCA CARLSON RAUTH APC
P. O. Box 7680
Newport Beach, CA 92660
COVERAGES
I L I TY I N S U F_ NCE 08/0E1102 DlYY)
THIS CERTIFICATE 1S ISSUED AS A (MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
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 .... _.._ POLICY EFFECTIVE POLICY EXPIRATION
-.
LTR . TYPE OF INSURANCE POLICY NUMBER DATE MMlDD/YY PATE MM/RDlYY
LIMITS
A GENERAL LIABILITY 135327003 05101102 05/01/03
EACH OCCURRENCE
$1,000,000
x _ ,
COM IIS
,-.FIRE DAMAGE (Any one fire)
$1,000,000
CLAIMS MADE X : OCCUR
,MED EXP ;Ary one pemGn}
..... ....
....... v .... ..........
PERSONAL & ADV INJURY
51,000,000
GENERAL AGGREGATE2,Ofl0
0.00.
P .
PIRS PER:
(3EN'LAGGREGATE LIMITAP
PRODUCTS CAMP/ CP AGG
s2,000,000POLICY
JECT LOC:
B AUTOMOBILE LIABILITY 7498$851 D5101/i}2 05/01103
COMBINED SINGLE LIMIT
(Ea accident})
$1,000,000
ANY AUTO
':. ALL OWNED AUTOS
130L31LY iN,IURY
SGHEOULED AUTOS
(Per person)
...RUDi€-Y
X HIRED AUTOS
INJURY
$
X NON -OWNED AUTOS
(Perawdent)
PROPERTY DAMAGE
$
€'Per accident)
GARAGE LIABILITY
AU 10 ONLY -.EA ACCIDENT
� S
li ANY AUTO
" OTHER THAN EA AGC.
!..5, .............. :...........
AUTO ONLY: AGG
$
B EXCESS LIABILITY 79726620 1 05101/02 05/01/03
EACH OCCURRENGc
_ .. _._
$5,000,000
XOGGUp CLAIMS MADE � �
AGGREGATE
s5,000,000
S
DEDUCTIBLE
_. ...... .. .
RETENTIONS
WORKERS COMPENSATION AND
'TORY LIMITS Eft
.. ... ........
........ ..... ..........
EMPLOYERS' LIABILITY
E.L. EACH ACCIDENT
i
( E.L. DISEASE - EA EMPLOYEE
I E.L. DISEASE',,F LIMIT
IS _
OTHER
DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLES!EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
Certificate holder is included as an additional insured, but only as respects legal services under
contract,''~
with the named insured. 20 day notice of cancellation applies for non-payment of premium.
CERTIFICATE HOLDER ADDITIONAL INSURED: INSURERLIMTTER CANCELLAIIUN
City of San Juan Capistrano
Redevelopment Agency
Attn: Cindy Pendleton
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
SHOULD ANYOFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30DAYSWRITTEN
NO"RCETOTHE Ct RTIFICATE HOLDERNAMED TOTHE LEFT, BUTFAILURE TO DOSOSHALL
IM POSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,€TS AGENTS OR
REPRESENTATIVE
ACORD 25-S (7197)1 of 2 #M178135 RNS 0 AE;UHU t;UHPUHAI IUN I V65
!f 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-S (7197) 2 of 2 4M 17 8 13 5
Who Is Wsured-
(continued)
Volunteer Workers Your volunteer workers (3t your option) are ttmre&,
R4 Eitate Manager Any: person (ocher than your employ -v-0 or any Organ'I'MiOn while acting as your real estaic
manager are insiareds.
Custodiarl Any person or organizatio
n having Proper temporary custody of your property if you die art
imure4s, but only with respect to the maintenance or use of that property until your legal
representative has been appointed,
Legal Representative Your legal rCPre9CnWv'e'iS an Imr4 if you die. That representative will have all of your rights
and duties, but is an inored only with respect to his duties as your legal representative.
Pemrlissiv®
Of Mobile W
User ith respect to mable equipment registered in your nanx under any motor vehicle registration
EquOment law:
any person is an liamired while driving such equipment along a public' highway with your
pern"Sion, and
MY Other Person or organization responsible for the conduct of such person is also an
bmired, but only with respect to Lability arising out of the operation of the equipment, and
Only if no other insurance of any kind is available to that person or organization for this
liability.
No person or organization is in Inwred with respect 1w,
badly Injury to A W-eu*6Yee of the person driving the equipuxut; or
PtOiWrty damialp to property owned by, tented to, in the charge of of occupied by you or
the CmPl0YCr Of any person who is an turn r*d under this provision.
Vendors Any veaft is an iraured, but only with respect to badily injury or pr*vty damage arising out
of the distribution of sale of ytor products in the regular course Of that vendor's business and only
if Products/completed operations coverage is provided under this contract.
No vendor is an inwred with respect to:
WNY iUJurY Of property damage for which the vendor is obligated to pay damages by
reason Of the assumption Of liability in a contract or agreement, This exclusion does not
apply to liability for damages that the vendor would have in the absence of the Contract or
agreement;
any express warranty unauthorized by you;
any Physical Or Chemical change in your PnW[Ncb made inte,36onally by the vendor.
I.Abo ko"nCe
Pam #O -W -WW (fid, 4-94) Conftet AWe 4 of 25
• - -.....-, ..,F, .iy:.�/.vt%:!i�%', �::. v.'.kK.vi:. H - •:°'moi- > .; ...,:.'.; :.; :'.:
Lessors Of Premises Any lessor of leased prerrtiscs is an btsured, but Only with respect to liability arising out of the
ownership, maintenance or use of that part of the premises leased to you and only if you are
contractually obligated to provide such coverage as is affordedd by this contract.
No lessor is an lusutod with respect to,
any occurrebcc which takes place after you cease to be a tenant in the premises or the end of
the policy period, whichever cones first;
structural altemdans, rtew cotrstrucdrxt, or demolition operations performed by or on baftalf
of she lessor; or
boddY )mommy. ptropt:rty dtttrsage, advertising injury, or peravoll ioJury arising out of the
sole negligence of rho lessor.
.::.:..:....:.......:-;::::;::::»:.:..::<•.;::.iy with respect to bodily
Lessors Of Leased Any lessor of equipment [eased to you is an itxsi nA, but :.vdr• hi r'y or
Equipment property damage arising out of the maintenance, operation or use by you of the equiprnent and
only if you are contractually nbligated to provide such coverage as is afforded by this contract,
No lessor is an imwod with respect to:
any ocourrence which takes place after any equipment lease expires or the tad of the policy
period, whichever corm first; or
Willy Injury or property dsu mp arising out of the sole negligence of the lessor.
Scidiaries Or No ;....
My ti there is no other sirrtilaaC^insurance available,.the fallowing will qualify to be a axned irmrttred:
Acquired Or Formed � Any finarnciaily controlled subsidiary of yours; or
Organizal'ions
inatfrarrw
Farm e0 -M-000 (Ed. 4-04) cosset
50026
General Liability
WhO /a Insured
Vendors
# repacking, unless unpacked solely for the purpOse of inspection, demonstration, testing or the
(continued)
substitution of parts under instruction from the Manufacturer and then repacked in the
original container;
* demonstration, instaliation, servicing or repair operations, except such operations performed)
at the vendor's pron-dws in connection with the sale of your products;
• your products which after distribution or sale by you have been labeled or relabelcd or used
as a container, part or ingredient of auy other thing or substance. by or for the vendor;
• any failure to make such inspections. adjustments, teats or servicing as the vendor has agreed
to make or normally undertakcs to make in the usual course of business, in connection with
the distribution or hale of your products-,
any of your products or completed Operations contained within the products-cowpleted
opmfions hanrd which have'been excluded from this insuratnce; or.
' any occurrence which takes piece after the contract with the vendor expires or the end of the
policy period, whichever comes first.
This insurance does not apply to any person or organization, as huntred, from whom you have
acquired your products or arty ingredient, part or container, entering into, accompanying or
containing your products.
• - -.....-, ..,F, .iy:.�/.vt%:!i�%', �::. v.'.kK.vi:. H - •:°'moi- > .; ...,:.'.; :.; :'.:
Lessors Of Premises Any lessor of leased prerrtiscs is an btsured, but Only with respect to liability arising out of the
ownership, maintenance or use of that part of the premises leased to you and only if you are
contractually obligated to provide such coverage as is affordedd by this contract.
No lessor is an lusutod with respect to,
any occurrebcc which takes place after you cease to be a tenant in the premises or the end of
the policy period, whichever cones first;
structural altemdans, rtew cotrstrucdrxt, or demolition operations performed by or on baftalf
of she lessor; or
boddY )mommy. ptropt:rty dtttrsage, advertising injury, or peravoll ioJury arising out of the
sole negligence of rho lessor.
.::.:..:....:.......:-;::::;::::»:.:..::<•.;::.iy with respect to bodily
Lessors Of Leased Any lessor of equipment [eased to you is an itxsi nA, but :.vdr• hi r'y or
Equipment property damage arising out of the maintenance, operation or use by you of the equiprnent and
only if you are contractually nbligated to provide such coverage as is afforded by this contract,
No lessor is an imwod with respect to:
any ocourrence which takes place after any equipment lease expires or the tad of the policy
period, whichever corm first; or
Willy Injury or property dsu mp arising out of the sole negligence of the lessor.
Scidiaries Or No ;....
My ti there is no other sirrtilaaC^insurance available,.the fallowing will qualify to be a axned irmrttred:
Acquired Or Formed � Any finarnciaily controlled subsidiary of yours; or
Organizal'ions
inatfrarrw
Farm e0 -M-000 (Ed. 4-04) cosset
50026
Who %TR
Subsidiaries Or Newly
Acquired Or Foraged
• any organization you newly acquired or formed during the policy period. other than a
partrsersltip, joint venture or limited liability company, and over which you maintain
Organizations
ownership or majority in€crest. This coverage is effective on the acquisition or formation date
(cprllrttUt3d
and is afforded only until the rnd of the policy period during which the acquisition or
formation took place,
No subsidiary or newly acquired or fornard organization is an iumred with respect to:
• bodily injury or property dew ago that occurred before you acquired or forrned the
organization: or
° advertising Injury or personA Injury &olein& out of an offense committed before you
acquired or farmed the organization.
bmitatitul Cat? Who 1.9:
No one ss art hmred for the conduct of any current or past partnership, joint venture or Umited
Insured liability company that is not shown as a named iumr*d in the Declarations.
CDYBp'Bj�@
Bodily injury, Property Subject to the applicable Limits Of Ittsuratice, we will pay damages the inmired becomes legally
Damage, Adrargaing obligated to pay by reason of liability imposed by law or assumed under an fired commci for.
{njuty, And Personal Injury
• boMy injury or property dantage to which this insurance applies caused by ars
occurreTAW, or
° adverWaS injury or "=I injury to which this insurance applies caused by an offense.
This insurance applics to:
bodily injury or property damage which occurs during the policy period; and
' adverWag injury or pemnal injury caused by an offense committed during the policy
period.
Damages fbr bodily inpry include damages cWtned by any person or organization for care or loss
of services resulting at any time from the Willy ieajnryr .
... ..... .... .... .'iii .i. n ..........,. ,. ...,... .:�: A.:.f.. G...: ,..... .. ..._ .: -
Medical Expanse Subject to the Applicable Limits Of Insurance, we will pay 'each tperson who sustains brxlllly injury
caused by an a€cWent all t®tedical expaatses incurred and reported to us within three years frost the
date of the accident,
The accident must take place during the policy period and the bu dily injury must arise out of
premises or operations for which you arc afforded bodily Injury liability coverage under this
coattact. Ibc injured person must submit to exa irsation, at our expense, by physicians of our
choice as ofteas as we reasonably require.
�it� � iliSLl'i°�fi�� The Limits tai" Irssuratsce shown int the Ikcla�tions and the ruleto below fix the roost We will pay
regardlesa of the number of
i weeds:
claims made or "lis brought: or
1.ttr lnsrnr M*
Farm 1 (Ed 4•04) 001*,svt page 6 of 2S
Who Is Insumd
General lability
Contract
Words and phrases that appear in hold print have special meanings and are defined in the
Definitions section of this contract.
Throughout this contract the words "you" and "your" refer to the Named Insured shown in the
Declarations of this policy. and any other ,person or organization qualifying as a Named Insured
under this contract. The words "we," "us" and "our" rear to the company providing this insurance.
In addition to the Named Insured, other persons or organizations quality as insureds. Those
persons or organizations and the conditions under which they qualify are identified in the Who Is
Insured section of this contract.
Sole Proprietorship If you are an individual, you and your spouse are insureds, but only with respect to the conduct of
a business of which you are the sole owner.
Partnership Or Joint If you are a partnership or joint venture,
you are act irnsuttesl. Your members. your partners, and
Venture their spouses arc also insureds, but only with respect to the conduct of your business.
Other Organizations If you are an organization ether than a partnership, joint venture or limited liability company, you
are an insured. Your executkve officers and directors arc insurxds, but only with respect to their
duties as your officers or directors, Your stockholders are also Insureds but only with respect to
their liability as stockholders,
q nes scope of their employment by you or while performing duties related to the con
Icy y alas within the
dtiQ{ of your
business.
No employee is an insured for:
A. hod Hy injury or personal injury,
1. to you, your partners or tmembem (if you are a partnership, joint venture or lirnitcd
liability company), or to a co -employee while in the course of his or her employment
or while performing duties related to cite conduct of your business:
2. to the spouse, child, parent, brother or sister of that co-employet as a consequence of
paragraph A. I. above; or
3. for which there is any obligation to share damages with or repay someone else who
must pay damages because of an injury described in A. i. or A.2. above:
Paragraphs A.l., A.3., and A.3. do not apply to officers or supervisors.
B. property damage to property owned or occupied by or rented or loaned to that emplayee,
any of your other employees, or any of your partners or members (if you are a parmembip.
Joint venture or limited liability company).
t obi w insurart V
F'amt 84-02-2000 fEd. 4.94} contract Fagg 3 of 25
No /a Insured
(Caftfitluad)
Volunteer Workers Your volunteer workers (at your option) are lwwre&,
Real Eshile Manager Any pawn (other than your Qw4&Yee) Or any organization while acting as your real estate
manager are insureds.
titin Odlan Any person or organizadon having proper temporary custody Of Your Property if . you die 1are
Ware&, but only with respect to the maintenance or use of that property until your legal
representative has been appointed.
LegiO Rexesefilative Your legal representative is an Insured, if you die. That rt pxcserttative will have all of your rights
and duties, but Is an WAGM only with respect to his duties as your legal iepresen(ative,
Permissive User Of MON18 With respect to MWhKe equipamd registered in your name .... under . Any motor vehicle registration
EqU4)menj law*
any Pemn is an Mauled while driving such equipment along a public highway with your
permission; And
any other person or organization responsible for the conduct of such person is also an
burred, Wit only with re'q=1 to liability Arising Nit Of the operation Of the equipuzut, and
only if no other insurance of any kind is available to tfint person or organization for this
liability.
No person: or organization is an Insured with respect to,
bWVY IUJurY to a W-em*yee of the person driving the equipment; or
i1 PAY dauNIP to PYOPertY owned by, rented to, in the Charge Of or occupied by you or
the employer of any person who is an bmr*d aimler this provision,
Vendors Any vendor is an insured, but only with respect to bodily injury or prt"rty da"'Se arising out
of the distribution or sale of ycwr prodwU in the regular course of that vendor's business and only
if producWcomploted operations coverage is provided under this contract.
No vendor is an imured with respect to,,
b0"Y b'JM or PrOPOOY damage for which the vendor is obligated to pay damages by
reason Of the WurnPtion of liability in a contract or agreement This exclusion does not
apply to Ubility for damages that the vendor would have in the Absence of the contract or
agreement;
any express warranty unauftriwd by you,
any physical or chemical change in YOUr Products made intentionally by the vendor,
Losbhwkw""
Form S&M-WW !Ed, 4-94) Conftct Par 4 0125
SUE DATE (MMIDD�.�.j."���
b
/j�
05l07f96
PRODUCER
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND
CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE
Cray -Stone & Company
DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
21820 Burbank Blvd.
POLICIES BELOW.
Suite 300
COMPANIES AFFORDING COVERAGE
Woodland Hills, CA 91367COMPA
�...... - --
Y A Vigilant Insurance
LETTER
JR
----.
-_ COMPANY B federal Insurance
INSURED
LETTER
Stradling Yocca Carlson &
I
i E°TMTE, Y C
Raut1T, APC
w ... .......... --
660 Newport Center Dr. #1600
ET b
Newport Beach, CA 92660-6441
ERNY
----- - -- - ---- --- ----
COMPANY
LETTER
O Y�
.w.._...,_.;'�.,,�.,31._;u..._.._,_..:.:.;.__.���._.d�a:;.a2:oxo.�.z.��w.._....�...,...:.,�,
THIS IS TO CERTIFY THAT 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.
LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
. ...., ... ,,_ _... --.,.. _.. _.......
CO
-.._ __ _._...... ... .,1_1-..1...-_11 _ 1 ._-_, - _... _,..n.
POLICY EXPIRATION
TF TYPE OF INSURANCE
LTA
POLICY NUMBER POLICY EFFECTIVE
DATE (MMIDDYYY) DATE (MM/DD/YY) LIMITS
E
GENERAL
LIABILITY
� GENERAL AGGREGATE
$ 2,000,000
X
COMMERCIAL GENERAL LIABILITY
PRODEIGTS LOMPIGP AGG
$ 2�Ut}i�fl00
A
, CLAIMS MADE f x_.. OCCUR. ]
3532 70 03 05/01196 0501/97 I PERSONAL & ADV INJURY
$ 1,000,000
-
OWNER'S & CONTRACTOR'S PHOT/
EACH OCCURRENCE
$ 1,000,000
X
)ills iS ll'linsir
j FIRE DAMAGE (Any one tire)
$ 1,000,000
$ 10,000
ME[), EXPENSE (Anyone person)
AUTOMOBILE LIABILITY
COMBINED SINGLE
I
$ 1,000,000
ANY AUTO
LIMIT
ALL OWNED AUTOS
BODILY INJURY
A
SCHEDULED AUTOS
I (Per person)
3532 70 03 03r%01IL�6 0I01/J7
[ I HIRED AUTOS
BODILY INJURY
x NON -OWNED AUTOS
(Per accident)
GARAGE LIABILITY
--
s
PROPERTY DAMAGE
$
EXCESS LIABILITY I
EACH OCCURRENCE
$ 5,000,000
B
I_ X !
7972 66 20 05/01/96 05/01/97 AGGREGATE
$ 5,000,000
OT WA THAN UMBRELLA FORM
WORKER'S COMPENSATION
STATUTORY LIMITS
I .... .
EACH ACCIDENT
( $
AND------
------------- ---
-----__ ....._.
�
E
DMEASE—POLICY LIMIT
$
EMPLOYERS' LIABILITY !
____
! D] SEASE—EACH EMPLOYEE
.............._....._....,.,...._,._-___.
i $
OTHER It is agreed tha this
policy does not apply to any claims Igainst the insured arising
Tout of any act, errol, omission
or mistake committedlor alleged�to have been committed by or
on behalf of the insred in
rendering orfailing to render serv-ces or advice ofigr
rofessional nature.
i
DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/SPECIAL ITEMS
Certificate 11older its Officers Agents
Employees Volunteers are included - n
as Additional Insured, but only as respects
w�
legal services under contract.
20 clay notice of Caneellation applies for non-payment of prenlium.
'!!lu
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES_BE CANCELLED BEFORE THE
City of Sart Juan Capistrano
.:;
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL NDEAVOR TO
Attn: City Clerk
MAIL 60 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE
32400 Paseo Adelainto
<} LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
San Juan Capistrano, CA 92675
LIABILITY OF, ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES,
AUTL{ORIZEpRESENTA V@
a"f'
,
At31 ,S^S,"(Q}� ::..AOAp(3RPi3RATJi��t99
;:
Commercial Innsuran-ce
Coverage
Amendme-nd effectiveq5,i- V�l /111i MIRRAWN 'N'T 4 1",
9"
�'ffl ITICRIZIM WSR
TIN% Iz, ad,&�,j tc, tlw� fl!�, TIVRRUP vrz�,vliZI-Oft:,
W
you are lt'�- il", th*, or orqr J
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AdddticmaI rmi,,vraal JT:-,�z ao' I,
�144bllt'v ar -ra- ,P da
a Tfw- 1-ian!A__- of In"v-1rarpr* -pr*vid
knl, on- behalf of th-e '46di-tif"OS21. lrtsux,�l ave, W-v!'t
F-mt,ater h,,�Ih
b -y slawh
pv,nFidt,d br-v dc polic�y forwin, and requivy,'d, ",y ke c��c -t,
th
ax zo wvf"�'it A'a"11 tho- a overap �S Y- 11Mt"Z; 4�f in ia'y 1--(
61, U I 'A,
- 3:,s ?r m con&f-i�:w�z f�?f this P<Aiov
IT
146-) St' -,ch pe-tsort or�"anftaxtioa vs ear, t -OT";
a- Amy 104ACh t'alms after "he pt,.6,on F, -C
Qr. tb!ps e"d the PQBXC,�'
aylsin,q ovxt z,1 the of skuzh
nist th--, I nzur��,A. ar-,Lso f �4vnl— i,11111-1�W',
Taim 1001T kD PER'S" ''R "IRE, 13 1 ZINT I 6N
T) Q'T U.."IATIOR ,
U ,4ip �tnano, Ckxfnwity,
m work perf'."i. F -.3 1,
w, Ca' Juan capJWxano, CNI, 9`16,7-5
-- All other terms and conditions remain unchanged.
Authorized Representative Named Insured:
Policy Number:
Producer: J
UA,
Page 1 of I
Form 40-02-0004 (Ed. 9-84)
In
00 - 30
Commercial1ruslarance
Coverage
Ame'adment, effective r �, ��, �1, 5 "T9 " I
, parr"Mr M 4 11.8
4 Y 11
TDCMAL Ift VSET
i's, -Added the WWI IS fWUREZ provi.SR,41-
ro t%iF i.w:
--flh r*,opct to irizlwq, ?'.9' $t. Cfvor, ratsopaz eln-oil.roted lbel,„rw,
I
Thj- 11witz" b��haklf pit tfm,AdditJ,onlal lnzured .ay --e
FJ T� lrrt�,d t -,ha
thr-pcfiov v�� Yr4,;rJXA'-'i.ed iyt h-tv, rc-PA- d" flhe T. �, -c t
yx,� no �-*vent, sha,11. IJM?o,�.� of inzu�--artkm t'Mu poj,itr'l be,
i' r, -r 41-enK, axt"I "A, this
ire
e�ile 6"Idr, atto
p-31 i,q p"',T.Jx-x'
4
X-aArq- a-� is -,,� the "n, k1red :-,vt ci'l" z -,f,; n
F, ak e�., cv,,vv:iit �'':d` ot s
to Lw�a i" -,ars b -61"b" o&
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DESIUM4,711MID PIORS-Q11i 1 -MR 14WVff V�-PO`10,61
Titl%�- of SRin
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u t,
All other terms and conditions remain unchanged.
Authorized Representative,
Named Insured:
Policy Number:
i" �'n
1 mIax
Q t�
Producer:
<
nim
Page 1 of 1
Form 40-02-0004 (Ed. 9-84)
C�HUOM
u t,
STRADLING YOCCA CARLSON & .RAUTH
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
DENISE E. HERING
DIRECT DIAL: (949)725-4165
DHERING{@SYCR.CCM
VIA OVERNIGHT COURIER
Cheryl Johnson, CMC
City Clerk/Agency Secretary
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
660 NEWPORT CENTER DRIVE, SUITE 1600
NEWPORT BEACH, CALIFORNIA 92660-6441
TELEPHONE (949)'725-4000
FACSIMILE (949) 725-4100
May 1, 1998
Re: 1991 Tax Allocation Refunding Bonds - Debt Refinancing
Dear Ms. Johnson:
SAN FRANCISCO OFFICE
44 MONTGOMERY STREET. SVITE 2950
SAN FRANC15CO3 CALIFORNIA 94104
TELEPHONE (415) 283-2240
FACSIMILE (415)283-2255
Pursuant to your letter dated April 28, 1998, enclosed are the two executed Agreements of the
City and the Community Redevelopment Agency with Stradling, Yocca, Carlson & Rauth. As you
requested, one is marked "City Copy" and the other is marked "Community Redevelopment Agency
Copy. "
Please contact me if you need any further information.
Very truly yours,
STRADLING YOCCA CARLSON & RAUTH
Denise E. Hering
DEH:pap
Enclosures
585036.1122299.0072
32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(714) 493-1171
(714) 493-1053 (FAX)
April 28, 1998
Mrs. Denise Hering
Stradling, Yocca, Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Re: 1991 Tax Allocation Refunding Bonds -Debt Refinancing
Dear Mrs. Hering:
MEMBERS OF THE CITY COUNCIL
COLLENE CAMPBELL.
JOHN GREINER
WYATT HART
GILJONES
DAVID M. SWEROUN
CITY MANAGER
GEORGE SCARBOROUGH
At their meeting of April 7, 9998, the City Council of the City of San Juan Capistrano and
the San Juan Capistrano Community Redevelopment Agency Board of Directors approved
the refinancing of the 1991 Tax Allocation Notes. The two agencies approved agreements
with Stradling, Yocca, Carlson and Rauth to provide gond counsel services for the debt
refinancing.
Two executed copies of the City's agreement with Stradling, Yocca, Carlson and Rauth,
and two executed copies of the Community Redevelopment Agency's agreement are
enclosed. Upon signature by Stradling, Yocca, Carlson and Rauth, please return to this
office the agreements marked "City Copy" and "Community Redevelopment Agency Copy."
Thank you for your assistance in this matter. Please feel free to contact us if you need
additional information.
Very truly yours,
1
Cheryl Joh on, MC
City Clerk/Agency Secretary
Enclosures
DRUG USE
k A.'
.,
San Iuan Cht'st3-ano: 1'r(--,servin1g the Past to Enhance the Future
3.
The Lisp cif-D.eniands dated Larch 12, 1998, in the total amount of $297,397.03 was ordered
received and
FEBRUARY, 1998 (330.50)
The Report of monthly cash balances by fund for the months ^ reclfr _ r pary 31 1998 and
February 28, 1998 was ordered received and filed.
°. 4. AI'PItQVAL ®F A U:EM TS F®R Bt)ND COU SEL AND FINANCIAL
ADVISOR SERVICES FOR DEBT REFINANCINQ RELATING TO THE 1991
TAX ALLOCATION REFUNDING BONDS(STRADLING. YOCCA. CARLSON
& RAUTH AND FIELUMAX ROLAPP & YkssoCIATES 600.=10)
11.
The selection of Stradling, Yocca, Carlson and Rauth as bond counsel for the proposed debt
refinancing issuance relating to the 1991 Tax Allocation Refunding Bonds; and Feldman,
Rolapp and Associates as financial advisor for the proposed debt refinancing issuance relating,
to the 1991 Tax Allocation Refunding Bonds, was approved and the Executive Director was
authorized to execute the appropriate agreements after review and approval by the Agency
Counsel. The current lower rates in the bond market will result in reducing the Agency's
annual debt service costs.
Written Communication:
Report dated April 7, 1998 from the "Dcputy Director, recommending that the Agency commit
100,000 in Redevelopment Housing Set -Aside Funds as the City's source of leverage for its
State Community Development Block Grant application,
'Mr. Tomlinson, Deputy Director, advised that this wad- companion. item to the block grant
application placed for consideration on the City Council Agenda.
ADnroval of Commitment:
It was moved by Director Campbell, seconded by Director Jozk,,s, that the following
Resolution committing local leverage funds in the amount of $100,600 for the State of
California Department of Housing and Community Development Block Cita; Application,
be adopted: \
CRA Minutes -2- 4/7/98
AGENDA ITEM April 7, 1998
TO: George Scarborough, Executive Director
FROM: Cynthia L. Pendleton, Finance Officer
SUBJECT: Consideration of Agreement for Bond Counsel and Financial Advisor Services for
Debt Refinancing Relating to the 1991 Tax Allocation Refunding Bonds (Stradling,
Yocca, Carlson and Rauth and Fieldman, Rolapp and Associates)
RECOMMENDATION:
By Motion,
Approve Stradling, Yocca, Carlson and Rauth as bond counsel for the proposed debt
refinancing issuance relating to the 1991 Tax Allocation Refunding Bonds, and;
2. Approve Fieldman, Rolapp and Associates as financial advisor for the proposed debt
refinancing issuance relating to the 1991 Tax Allocation Refunding Bonds, and:
3. Authorize the Executive Director to execute the appropriate agreements after review and
approval by Agency Counsel.
SUMMARY:
In.1986, the Agency issued Tax Allocation Notes in the amount of $6,250,000 as its first long-term
debt issue for redevelopment purposes. These five year notes came due in 1991 and the Agency
issued a 25 --year Tax Allocation Refunding Bonds (TABS) to retire these notes. Based on current
lower rates in the bond market, the Agency has the opportunity at this time to realize savings by
refinancing the 1991 TABs. The savings on the TABs would reduce the Agency's annual debt
service costs by approximately $20,000 or $388,000 over the remaining 18 years left on the bond
issue. The Agency needs to retain bond counsel and financial advisor services to facilitate this
refinancing.
Since the costs of these contract services do not vary greatly from firm to firm., adherence to a formal
bid process is not necessary to produce the most economically feasible result. Additionally, the
Agency would save the cost of staff time associated with a formal bid process and staff would be able
to move this process along as rapidly as possible. Staff recommends the following firms be selected
to provide these services rather than pursue a formal bid process.
Bond Counsel Stradling, Yocca, Carlson and Rauth
Financial Advisor Fieldman, Rolapp and Associates
it 0,31, Cf T 'Llh" EvL ( -:
Agenda Item -2- April 7, 1998
Staff recommends the Agency Board of Director authorize the Executive Director to enter into an
agreement with Stradling, Yocca, Carlson and Rauth. for bond counsel services after review and
approval by Agency Counsel.
BACKGROUND:
From, time to time, Agency staff reviews our outstanding bond issues to determine if the Agency can
benefit from favorable interest rates by refinancing outstanding long-term debt. The current lower
rates in the bond market have made this a viable opportunity at this time. The Agency's currently
outstanding 1991 Tax Allocation Bonds were issued for 25 years and have 18 years remaining. The
following outlines the pertinent information regarding the bonds and the savings that can be realized;
1991 CRA Tax Allocation Bonds:
Current Proposed Anticipated
Bond Issue Bond Issue Savings
Remaining :Debt Service $10,378,364.37 $9,990,140.01 $388,224.36
Annual Avg. Savings $20,432.86
Interest Rates 6.30%-6.875% 3.55%-5.15%
This savings would directly impact the Agency's Debt Service fund which has been operating at a
deficit over the past few years due to sluggish property value growth during the early 1990's.
The Agency would need to retain outside contracts for special services such as independent financial
advisor, bond counsel, trustee, etc. The first phase (planning phase) of bond counsel and financial
advisor would include providing expertise on applicable laws including federal and state tax laws and
debt restructuring. The second phase (implementation phase) of these services would include
supervision and preparation of all documentation necessary for all steps to be taken through the
issuance of the bonds and rendering a final legal opinion pertaining to the issuance of the bonds.
These services provided are standard among firms as are the costs. The only variance from one firm
to another would be in their expertise and familiarity with certain types of issues. In selecting services
of this kind, the Agency would normally implement a lengthy formal RFP process to solicit bids for
services and evaluate qualifications. Adherence to a formal bid process is not necessary in this case
to produce the most economically feasible result. Additionally, the Agency would save the cost of
staff time associated with a formal RFP process, and move this along as rapidly as possible.
The City and Agency have worked closely with Stradling, Yocca, Carlson and Rauth (SYCR) and
Fieldman, Rolapp and Associates in the area of debt financing over the past ten years and have been
very impressed with their services and expertise. They are very familiar with the Agency and would
provide the most conducive working relationship with staff to move this process forward. Their debt
-financing projects have included
Agenda Item -3 April 7, 1.998
1986 $6,250,000 Tax Allocation Notes (CRA) (SYCR only)
1990 $4,955,000 General Obligation Bond Issuance (CITY)
1991 $9,050,000 General Obligation Bond Issuance (CITY)
1991 $6,250,000 Tax Allocation Refunding Bonds (CRA) (SYCR only)
1992 $6,995,000 General Obligation Bond Issuance (CITY)
1997 $1,800,000 Subordinated Taxable Allocation Bonds (Housing) (CRA)
Specifically, Denise Herring and Carol Lew of SYCR have provided their expertise as bond counsel
and Torn. Johnsen and Rosa Shulte of Fieldman, Rolapp and Associates have participated in these
issue. Additionally, their firm has been available at any time for information relating to these issues
and to provide support to City and Agency staff,
Attached is a draft agreement outlining the scope of services along with the cost of providing these
services for each firm. The agreement for bond counsel services (Exhibit 1) will be $30,000. The
agreement for independent financial advisor services (Exhibit 2) will be $39,500 These are only draft
agreements that would be reviewed by Agency Counsel prior to execution by the Executive Director.
Also, the Agency will be recognizing additional savings by restructuring this bond along with the
City's General Obligation bonds.
COMMISSION/BOARD REVIEW AND RECOMMENDATIONS:
None
FINANCIAL CONSIDERATIONS:
The cost for bond counsel services, $30,000 and the cost of the independent financial advisor
services, $39,500 have been included in the cost of issuance calculations for determining the feasibility
of the restructuring. Payment for all services rendered and expenses incurred in conjunction with the
Agreements would be paid along with other costs of issuance from bond proceeds at time of issuance.
In the event of abandonment of the project, the Agency would be required to pay a fee equal to the
reasonable value of services rendered from the date of the agreement to the date of abandonment.
NO'T'IFICATION:
Stradling, Yocca, Carlson and Rauth. Fieldman,. Rolapp and Associates
660 Newport Center Drive, Suite 1600 2100 Main Street, Suite 210
Newport Beach, California 92660-6441 Irvine, California 92614
Attn: Denise E. Hering Attn: Tom Johnsen
Agenda Item -4- April 7, 1.998
ALTERNATE ACTIONS:
L By Motion,
a. Approve Stradling, Yocca, Carlson and Rauth as bond counsel for the proposed debt
refinancing issuance relating to the 1991 Tax Allocation Refunding Bonds, and;
b. Approve Fieldman, Rolapp and Associates as financial advisor for the proposed debt
refinancing issuance relating to the 1991 Tax Allocation Refunding Bonds, and:
c. Authorize the Executive Director to execute the appropriate agreements after review and
approval by Agency Counsel.
2. Direct staff to obtain additional bids from. other qualified bond counsel firms.
3. Request additional information from stag
RECOMMENDATION:
By Motion,
1. Approve Stradling, Yocca, Carlson and Rauth as bond counsel for the proposed debt refinancing
issuance relating to the 1991 Tax Allocation Refunding Bonds, and;
2. Approve Fieldman, Rolapp and Associates as financial advisor for the proposed debt refinancing
issuance relating to the 1991 Tax Allocation Refunding Bonds, and:
3. Authorize the Executive Director to execute the appropriate agreements after review and
approval by Agency Counsel,
Respectfully Submitted
,C� L . r
Cyn 'a L. Pendleton
Finance Officer
Exhibit 1 - Draft Agreement for Bond Counsel. Services
Exhibit 2 - Draft Agreement for Independent Financial Advisor Services