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HomeMy WebLinkAbout03 - Agrmt-Stradling Yocca Carlson Rauth~' ' ~3 AG~FI~!° ~~A~Ztl1 BVtl~~i"~C~G ~A7~: FESRiJARY I, 2®IG 'f@~°L~: LEGAL, SERl72CES AGREEMENT WITH 5T LING, YOCCA, CARLS®N & RAUZ°H { ,. -e Ids ~', ~ .,~` a~a~..~,.n. ~ ~X~~U~'P!~ ~I~~C~~R ~~® ~~ ~~~I~~ A~~6~~Y ~E~~r=3A82Y ~~E ®NLY: APPROVL® ~` As Recommended As Amended ^ Ordinance on 1 s' Reading ^ Ordinance on 2"d Reading ^ Imglementing Resolution ^ Set Publie Hearing For_ CflNTINtlED 1`O FtlLE iJiJMBER Authorize the Executive Director and Agency Secretary to execute the attached legal services agreement with the redevelopment law firm Stradling, Yocca, Carlson & Rauth, subject to non-substantive changes approved by the Executive Director and Agency General Counsel. While the City Attorney`s Office serves as general counsel to the Redevelopment Agency, from time to time it is necessary to contract for services through outside counsel. Those situations usually arise in complex real estate matters, litigation and special financial transactions such as bond issues that require particular expertise or focused resources. The Agency is in need of legal services with regard to the Station District, particularly with the pending Disposition and Development Agreement negotiations with Related Griffin for development of the Agency's 48 parcels. The resources in the City Attorney's office are limited at this time, and we are on a relatively expedited schedule to achieve the target date of June 2010 for project entitlements and final agreements with the Agency. The firm principal proposed serves as Agency Counsel for the City of Anaheim and has been involved in agreement negotiations with Related on similar affordable housing projects. The law firm of Stradling, Yocca, Carlson & Rauth has a proven track record of advising and representing redevelopment agencies in a wide range of redevelopment, real estate and tax matters. The Firm is the only redevelopment specialty firm based in Orange County and has served as Bond Counsel to the Redevelopment Agency, Industrial Development Authority, and the Empowerment Corporation. Mr. Thomas Clark will be the firm principal assigned. Mr. Clark is a renowned redevelopment attorney 3®5 Legal Services Agreement February 1, 2010 Page 2 with an extensive track record in negotiating complex real estate projects throughout Southern California. The City Attorney will have approval rights over all other firm attorneys working on any assigned matter. The firm will apply a flat billing rate of $325 per hour for all attorneys assigned matters by the City Attorney. FISCAL IMPACT Funds are available in the Merged Administration and Redevelopment Funds (account nos. 57018843-62300 and 57018842-62300). APPROVED AS TO FUNDS AND ACCOUNTS: ~; .% j , '~ Cynt is J. elson Executive Director 4 ~•w} ~r~ad_l4: Francisco Executive Finance & 3-6 ~~`~ 5, ~ x 5~ i Gutierrez Director Management Services Agency LEGAL SERVICES AGREEMENT This AGREEMENT, made and entered into this 1st day of February, 2010 by and between Stradling Yocca Carlson & Rauth, a California professional corporation (hereinafter "Attorneys"), and the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic ("Agency"). RECITALS A. Agency desires to employ Attorneys to assist the Agency General Counsel in the provision of legal services to the Agency, and B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the fields of real estate, municipal and California redevelopment law, and desire to undertake said employment. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. EMPLOYMENT OF ATTORNEYS. Agency hereby agrees to and does employ Attorneys, for the compensation hereinafter specified, to assist its Agency General Counsel in transactional and litigation services related to Agency matters and other legal issues when and as requested by said Agency General Counsel to do so. Attorneys accept said employment and agree to perform, in timely and efficient manner all such services as may be requested by the Agency General Counsel. Attorneys shall confirm their acceptance of work requested by Agency in writing by e-mail or letter. 2. PAYMENT FOR SERVICES RENDERED. A. FEES Agency agrees to compensate Attorneys, and Attorneys agree to accept from Agency, as and for payment in full for all of said services in regard to each such action, compensation at a maximum rate of $325 per hour for work performed by Attorneys. B. REIMBURSEMENT FOR COSTS Agency agrees to reimburse Attorneys for out-of-pocket expenses including mileage authorized by the Agency General Counsel in connection with the performance of duties under this Agreement. 3. METHOD OF PAYMENT Attorneys shall, by the 15~s day of each month, submit a statement, specifying the services performed, dates and number of hours, itemization of expenses related thereto. 4. CONTROL OF LEGAL MATTERS. Attorneys agree that each and every matter or proceeding in which they undertake to assist the Agency General Counsel, as aforesaid, shall be and remain under, and subject to the control and direction of said Agency General Counsel at all stages, and that they shall at all times keep the Agency General Counsel informed of all matters pertaining thereto. Agency will keep Attorneys 3 17 informed of all significant developments in matters relating to any representation undertaken by Attomeys. Attomeys further agree, if and when their employment hereunder is terminated by Agency, as hereinafter specified, they shall return to Agency General Counsel any and all files then in their possession concerning each and every matter or proceeding in which they represented the Agency pursuant to this Agreement. 5. ATTORNEYS INDEPENDENT CONTRACTORS. It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of Agency. 6. INSi.)RANCE Prior to undertaking performance of work under this Agreement, Attorneys shall provide proof to the Agency General Counsel of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Attorneys fails or refuses to produce and maintain the insurance required by this section or fails or refuses to furnish the Agency with required proof that insurance has been procured and is in force and paid for, the Agency shall have the right, at the Agency's election, to forthwith terminate this Agreement. Such termination shall not affect Attorneys' right to be paid for its time and materials expended prior to notification of termination. Attorneys waive the right to receive compensation and agree to indemnify the Agency for any work performed prior to approval of insurance by the Agency. 7. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the Agency, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief arising out of Attorneys' negligent or wrongful performance or conduct of this Agreement. 8. CONFIDENTIALITY If Attorneys receive from the Agency information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Attorneys agree that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of 3?8 law; or (e) is independently developed by the Attorneys without reference to information disclosed by the Agency. 9. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To Agency: Agency Secretary C/O Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, Califomia 92702-1988 telefacsimile (714) 647-6956 Courtesy Copy Agency General Counsel C/O Office of the City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Telefacsimile (714) 647-6515 To Attorneys: Stradling, Yocca, Carlson & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 Telefacsimile (949)725-4100 Attn: Thomas Clark A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 3 39 11. EXCLUSIVTI'Y AND AMENDMENT This Agreement represents the complete and exclusive statement between the Agency and Attorneys, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the Agency and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys nor the Agency. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Agency and any such assignment, transfer, delegation or subcontract without the Agency's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the Agency's ability to have any of the services which are the subject of this Agreement performed by Agency personnel or by other Attorneys retained by Agency. 13. TERMINATION This Agreement may be terminated by Agency at any time. In such event, Attorneys shall be entitled to receive and the Agency shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the Agency all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide reasonable notice to arrange alternative representation. In such case, Agency agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in any litigation in which Attorneys may be involved. 14. DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recmitment, selection, training, utilization, promotion, termination or other employment related activities. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. NRISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 3 -410 16. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Agency fully, including reasonable costs and attorney's fees, for any injuries or damages to Agency in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Joseph W. Fletcher Agency General Counsel COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA Cynthia J. Nelson Executive Director STRADLING YOCCA CARLSON & RAUTH By: Name: Its: 3 -511